chk06182008_ex413.htm


     

    Exhibit
4.1.3


       

      CERTIFICATE
OF DESIGNATION

       

      OF

       

      4.125%
CUMULATIVE CONVERTIBLE PREFERRED STOCK

       

      OF

       

      CHESAPEAKE
ENERGY CORPORATION

       

      Pursuant
to Section 1032(G) of the Oklahoma General Corporation Act

       

      CHESAPEAKE
ENERGY CORPORATION, an Oklahoma corporation (the “Company”), does hereby certify
that the following resolution was duly adopted by action of the Board of
Directors of the Company, with the provisions thereof fixing the number of
shares of the series and the dividend rate being set by action of the Board of
Directors of the Company:

       

      RESOLVED
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Company by the provisions of Article IV, Section 1 of
the Certificate of Incorporation of the Company, as amended from time to time
(the “Certificate of Incorporation”), and pursuant to Section 1032(G) of
the Oklahoma General Corporation Act, the Board of Directors hereby creates a
series of preferred stock of the Company and hereby states that the voting
powers, designations, preferences and relative, participating, optional or other
special rights of which, and qualifications, limitations or restrictions thereof
(in addition to the provisions set forth in the Certificate of Incorporation
which are applicable to the preferred stock of all classes and series), shall be
as follows:

       

      1. Designation and Amount;
Ranking

       

      (a) There
shall be created from the 10,000,000 shares of preferred stock, par value $0.01
per share, of the Company authorized to be issued pursuant to the Certificate of
Incorporation, a series of preferred stock, designated as the “4.125% Cumulative
Convertible Preferred Stock,” par value $0.01 per share (the “Preferred Stock”),
and the number of shares of such series shall be 313,250.  Such number
of shares may be decreased by resolution of the Board of Directors; provided
that no decrease shall reduce the number of shares of Preferred Stock to a
number less than that of the shares of Preferred Stock then outstanding plus the
number of shares issuable upon exercise of options or rights then
outstanding.

       

      (b) The
Preferred Stock will, with respect to both dividend rights and rights upon the
liquidation, winding-up or dissolution of the Company, rank on a parity with the
6.75% Preferred Stock, the 6.00% Preferred Stock and the 5.00% Preferred Stock,
and the Preferred Stock will, with respect to dividend rights or rights upon the
liquidation, winding-up or dissolution of the Company rank (i)  senior
to all Junior Stock, (ii) on a parity with all other Parity Stock and
(iii) junior to all Senior Stock.

       

      2. Definitions.  As
used herein, the following terms shall have the following meanings:

       

      (a) “Accrued
Dividends” shall mean, with respect to any share of Preferred Stock, as of any
date, the accrued and unpaid dividends on such share from and including the most
recent Dividend Payment Date (or the Issue Date, if such date is prior to the
first Dividend Payment Date) to but not including such date.

       

      (b) “Accumulated
Dividends” shall mean, with respect to any share of Preferred Stock, as of any
date, the aggregate accumulated and unpaid dividends on such share from the
Issue Date until the most recent Dividend Payment Date on or prior to such
date.  There shall be no Accumulated Dividends with respect to any
share of Preferred Stock prior to the first Dividend Payment Date.

       

      (c) “Affiliate”
shall have the meaning ascribed to it, on the date hereof, under Rule 405
of the Securities Act of 1933, as amended.

       

      (d) “Board of
Directors” shall mean the Board of Directors of the Company or, with respect to
any action to be taken by the Board of Directors, any committee of the Board of
Directors duly authorized to take such action.

       

      (e) “Business
Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law or
executive order to close.

       

      (f)  “Change
of Control” shall mean any of the following
events:  (i)  the sale, lease or transfer, in one or a
series of related transactions, of all or substantially all of the Company’s
assets (determined on a consolidated basis) to any Person or group (as such term
is used in Section 13(d)(3) of the Exchange Act), other than to Permitted
Holders; (ii) the adoption of a plan the consummation of which would result
in the liquidation or dissolution of the Company; (iii) the acquisition,
directly or indirectly, by any Person or group (as such term is used in
Section 13(d)(3) of the Exchange Act), other than Permitted Holders, of
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of
more than 50% of the aggregate voting power of the Voting Stock of the Company;
provided, however, that the
Permitted Holders beneficially own (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the Voting Stock of the Company than
such other Person or group and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board
of Directors (for the purposes of this definition, such other Person or group
shall be deemed to beneficially own any Voting Stock of a specified corporation
held by a parent corporation, if such other Person or group is the beneficial
owner (as defined above), directly or indirectly, of more than 35% of the voting
power of the Voting Stock of such parent corporation and the Permitted Holders
beneficially own (as defined in this proviso), directly or indirectly, in the
aggregate a lesser percentage of the voting power of the Voting Stock of such
parent corporation and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board
of Directors of such parent corporation); or (iv) during any period of two
consecutive years, individuals who at the beginning of such period comprised the
Board of Directors of the Company (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of 66 2/3% of the directors
of the Company then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office.  For purposes of this
definition of “Change of Control,” the term “Permitted Holders” means Aubrey K.
McClendon and Tom L. Ward and their respective Affiliates.

       

      (g) “Change
of Control Date” shall mean the date on which the Change of Control event
occurs.

       

      (h) “Closing
Sale Price” of the Common Stock on any date means the closing sale price per
share (or if no closing sale price is reported, the average of the closing bid
and ask prices or, if more than one in either case, the average of the average
closing bid and the average closing ask prices) on such date as reported on the
principal United States securities exchange on which the Common Stock is traded
or, if the Common Stock is not listed on a United States national or regional
securities exchange, as reported by Nasdaq or by the National Quotation Bureau
Incorporated. In the absence of such a quotation, the Company will determine the
Closing Sale Price on the basis it considers appropriate.

       

      (i) “Conversion
Price” shall mean $16.6513, subject to adjustment as set forth in
Section 7(d).

       

      (j)  “Common
Stock” shall mean the common stock, par value $0.01 per share, of the Company,
or any other class of stock resulting from successive changes or
reclassifications of such common stock consisting solely of changes in par
value, or from par value to no par value, or as a result of a subdivision,
combination, or merger, consolidation or similar transaction in which the
Company is a constituent corporation.

       

      (k) “DTC” or
“Depository” shall mean The Depository Trust Company.

       

      (l) “Dividend
Payment Date” shall mean March 15, June 15, September 15 and
December 15 of each year, commencing June 15, 2004.

       

      (m) “Dividend
Record Date” shall mean March 1, June 1, September 1 and
December 1 of each year.

       

      (n) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

       

      (o) “Holder”
or “holder” shall mean a holder of record of the Preferred Stock.

       

      (p) “Issue
Date” shall mean March 30, 2004, the original date of issuance of the
Preferred Stock.

       

      (q) “Junior
Stock” shall mean all classes of common stock of the Company and the Series A
Junior Participating Convertible Preferred Stock and each other class of capital
stock or series of preferred stock established after the Issue Date, by the
Board of Directors, the terms of which do not expressly provide that such class
or series ranks senior to or on parity with the Preferred Stock as to dividend
rights or rights upon the liquidation, winding-up or dissolution of the
Company.

       

      (r) “Liquidation
Preference” shall mean, with respect to each share of Preferred Stock,
$1,000.00.

       

      (s) “Market
Value” shall mean the average closing price of the Common Stock for a five
consecutive trading day period on the NYSE (or such other national securities
exchange or automated quotation system on which the Common Stock is then listed
or authorized for quotation or, if the Common Stock is not so listed or
authorized for quotation, an amount determined in good faith by the Board of
Directors to be the fair value of the Common Stock).

       

      (t) “NYSE”
shall mean the New York Stock Exchange, Inc.

       

      (u) “Officer”
shall mean the Chairman of the Board of Directors, the President, any Vice
President, the Treasurer, the Secretary or any Assistant Secretary of the
Company.

       

      (v) “Officers’
Certificate” shall mean a certificate signed by two Officers.

       

      (w) “Opinion
of Counsel” shall mean a written opinion from legal counsel who is acceptable to
the Transfer Agent.  The counsel may be an employee of or counsel to
the Company or the Transfer Agent.

       

      (x) “Parity
Stock” shall mean the 6.00% Preferred Stock, the 6.75% Preferred Stock, the
5.00% Preferred Stock and any class of capital stock or series of preferred
stock established after the Issue Date by the Board of Directors, the terms of
which expressly provide that such class or series will rank on parity with the
Preferred Stock as to dividend rights or rights upon the liquidation, winding-up
or dissolution of the Company.

       

      (y) “Person”
shall mean any individual, corporation, general partnership, limited
partnership, limited liability partnership, joint venture, association,
joint-stock company, trust, limited liability company, unincorporated
organization or government or any agency or political subdivision
thereof.

       

      (z) “Purchase
Agreement” shall mean that certain Purchase Agreement with respect to the
Preferred Stock, dated March 24, 2004, among the Company, Lehman Brothers
Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Credit
Suisse First Boston LLC and the other initial purchasers named
therein.

       

      (aa) “Registration
Rights Agreement” means the Registration Rights Agreement dated March 30, 2004,
among the Company, Lehman Brothers Inc., Banc of America Securities LLC, Bear,
Stearns & Co. Inc. and Credit Suisse First Boston LLC and the other initial
purchasers named in the Purchase Agreement, with respect to the Preferred
Stock.

       

      (bb) “SEC” or
“Commission” shall mean the Securities and Exchange Commission.

       

      (cc) “Securities
Act” shall mean the Securities Act of 1933, as amended.

       

      (dd) “Senior
Stock” shall mean each class of capital stock or series of preferred stock
established after the Issue Date by the Board of Directors, the terms of which
expressly provide that such class or series will rank senior to the Preferred
Stock as to dividend rights or rights upon the liquidation, winding-up or
dissolution of the Company.

       

      (ee) “Shelf
Registration Statement” shall mean a shelf registration statement filed with the
SEC to cover resales of Transfer Restricted Securities by holders thereof, as
required by the Registration Rights Agreement.

       

      (ff) “5.00%
Preferred Stock” shall mean the series of preferred stock, par value $0.01 per
share, of the Company designated as the “5.00% Cumulative Convertible Preferred
Stock.”

       

      (gg) “6.00%
Preferred Stock” shall mean the series of preferred stock, par value $0.01 per
share, of the Company designated as the “6.00% Cumulative Convertible Preferred
Stock.”

       

      (hh) “6.75%
Preferred Stock” shall mean the series of preferred stock, par value $0.01 per
share, of the Company designated as the “6.75% Cumulative Convertible Preferred
Stock.”

       

      (ii) “Trading
Day” shall mean a day during which trading in securities generally occurs on the
New York Stock Exchange or, if Common Stock is not listed on the New York Stock
Exchange, on the principal other national or regional securities exchange on
which Common Stock is then listed or, if Common Stock is not listed on a
national or regional securities exchange, on Nasdaq or, if Common Stock is not
quoted on Nasdaq, on the principal other market on which Common Stock is then
traded.

       

      (jj) “Trading
Price” of the Preferred Stock on any date of determination means the average of
the secondary market bid quotations obtained by the Company or the calculation
agent for 5,000 shares of Preferred Stock at approximately 3:30 p.m., New York
City time, on such determination date from three independent nationally
recognized securities dealers that the Company or the calculation agent selects;
provided that if three such bids
cannot reasonably be obtained by the Company or the calculation agent, but two
such bids are obtained, the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by the Company or the calculation agent,
that one bid shall be used. If the Company or the calculation agent cannot
reasonably obtain at least one bid for 5,000 shares of Preferred Stock from a
nationally recognized securities dealer, then the Trading Price per share of
Preferred Stock will be deemed to be less than 98% of the product of (A) the
Closing Sale Price of the Common Stock on such date (B) and the Conversion Price
on such date.

       

      (kk) “Transfer
Agent” shall mean UMB Bank, N.A., the Company’s duly appointed transfer agent,
registrar and conversion and dividend disbursing agent for the Preferred
Stock.  The Company may, in its sole discretion, remove the Transfer
Agent with 10 days’ prior notice to the Transfer Agent; provided, that the
Company shall appoint a successor Transfer Agent who shall accept such
appointment prior to the effectiveness of such removal.

       

      (ll) “Transfer
Restricted Securities” shall mean each share of Preferred Stock (or the shares
of Common Stock into which such share of Preferred Stock is convertible) until
(i)  the date on which such security or its predecessor has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (ii) the date on which such
security or predecessor is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act.

       

      (mm)  “Voting
Rights Triggering Event” shall mean the failure of the Company to pay dividends
on the Preferred Stock with respect to six or more quarterly periods (whether or
not consecutive).

       

      (nn) “Voting
Stock” shall mean, with respect to any Person, securities of any class or
classes of Capital Stock in such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock has voting power by
reason of contingency) to vote in the election of members of the Board of
Directors or other governing body of such Person.  For purposes of
this definition, “Capital Stock” shall mean, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of corporate stock or partnership interests and any and all warrants, options
and rights with respect thereto (whether or not currently exercisable),
including each class of common stock and preferred stock of such
Person.

       

      3. Dividends.

       

      (a) The
holders of shares of the outstanding Preferred Stock shall be entitled, when, as
and if declared by the Board of Directors out of funds of the Company legally
available therefor, to receive cumulative cash dividends at the rate per annum
of 4.125 % per share on the Liquidation Preference (equivalent to $41.25 per
annum per share), payable quarterly in arrears (the “Dividend
Rate”).  The Dividend Rate may be increased in the circumstances
described in Section 3(b) below.  Dividends payable for each full
dividend period will be computed by dividing the Dividend Rate by four and shall
be payable in arrears on each Dividend Payment Date (commencing June 15,
2004) for the quarterly period ending immediately prior to such Dividend Payment
Date, to the holders of record of Preferred Stock at the close of business on
the Dividend Record Date applicable to such Dividend Payment
Date.   Such dividends shall be cumulative from the most recent
date as to which dividends shall have been paid or, if no dividends have been
paid, from the Issue Date (whether or not in any dividend period or periods
there shall be funds of the Company legally available for the payment of such
dividends) and shall accrue on a day-to-day basis, whether or not earned or
declared, from and after the Issue Date.  Dividends payable for any
partial dividend period, including the initial partial dividend period ending
immediately prior to June 15, 2004, shall be computed on the basis of days
elapsed over a 360-day year consisting of twelve 30-day
months.  Accumulations of dividends on shares of Preferred Stock shall
not bear interest.

       

      (b) If
(i) by July 28, 2004, the Shelf Registration Statement has not been filed
with the Commission, (ii) by November 25, 2004, the Shelf Registration
Statement has not been declared effective by the Commission or (iii) after
the Shelf Registration Statement has been declared effective, (A) the Shelf
Registration Statement thereafter ceases to be effective or (B) the Shelf
Registration Statement or the related prospectus ceases to be usable (in each
case, subject to the exceptions described below) in connection with resales of
Transfer Restricted Securities during the period that any Transfer Restricted
Securities (other than Transfer Restricted Securities held or beneficially owned
by affiliates of the Company) remain outstanding (each such event referred to in
clauses (i), (ii) and (iii), a “Registration Default”), additional
dividends shall accrue on the Preferred Stock at the rate of .50% per annum
(resulting in a Dividend Rate of 4.625% per annum during the continuance of a
Registration Default), from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured.  At all other times, dividends
shall accumulate on the Preferred Stock at the Dividend Rate as described in
Section 3(a).

       

      A
Registration Default referred to in clause (iii) of Section 3(b) shall
be deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a
post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material
events, with respect to the Company that would need to be described in the Shelf
Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend
or supplement such Shelf Registration Statement and related prospectus to
describe such events; provided, however, that in any
case if such Registration Default referred to in clause (iii) of
Section 3(b) occurs for a continuous period in excess of 30 days,
additional dividends as described in Section 3(b) shall be payable in
accordance therewith from the day such Registration Default occurs until such
Registration Default is cured.

       

      (c) No
dividend will be declared or paid upon, or any sum set apart for the payment of
dividends upon, any outstanding share of the Preferred Stock with respect to any
dividend period unless all dividends for all preceding dividend periods have
been declared and paid or declared and a sufficient sum set apart for the
payment of such dividend, upon all outstanding shares of Preferred
Stock.

       

      (d) No
dividends or other distributions (other than a dividend or distribution payable
solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock)
or Junior Stock (in the case of Junior Stock) and other than cash paid in lieu
of fractional shares) may be declared, made or paid, or set apart for payment
upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock
be redeemed, purchased or otherwise acquired for any consideration (or any money
paid to or made available for a sinking fund for the redemption of any Parity
Stock or Junior Stock) by or on behalf of the Company (except by conversion into
or exchange for shares of Parity Stock or Junior Stock (in the case of Parity
Stock) or Junior Stock (in the case of Junior Stock)), unless full Accumulated
Dividends shall have been or contemporaneously are declared and paid, or are
declared and a sum sufficient for the payment thereof is set apart for such
payment, on the Preferred Stock and any Parity Stock for all dividend payment
periods terminating on or prior to the date of such declaration, payment,
redemption, purchase or acquisition.   Notwithstanding the
foregoing, if full dividends have not been paid on the Preferred Stock and any
Parity Stock, dividends may be declared and paid on the Preferred Stock and such
Parity Stock so long as the dividends are declared and paid pro rata so that the
amounts of dividends declared per share on the Preferred Stock and such Parity
Stock will in all cases bear to each other the same ratio that accumulated and
unpaid dividends per share on the shares of Preferred Stock and such other
Parity Stock bear to each other.

       

      (e) Holders
of shares of Preferred Stock shall not be entitled to any dividends on the
Preferred Stock, whether payable in cash, property or stock, in excess of full
cumulative dividends.  No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on the
Preferred Stock which may be in arrears.

       

      (f) The
holders of shares of Preferred Stock at the close of business on a Dividend
Record Date will be entitled to receive the dividend payment on those shares on
the next following Dividend Payment Date notwithstanding the subsequent
conversion thereof or the Company’s default in payment of the dividend due on
that Dividend Payment Date.  However, shares of Preferred Stock
surrendered for conversion during the period between the close of business on
any Dividend Record Date and the close of business on the Business Day
immediately preceding the applicable Dividend Payment Date must be accompanied
by payment of an amount equal to the dividend payable on the shares on that
Dividend Payment Date.  A holder of shares of Preferred Stock on a
Dividend Record Date who (or whose transferee) tenders any shares for conversion
on the corresponding Dividend Payment Date will receive the dividend payable by
the Company on the Preferred Stock on that date, and the converting holder need
not include payment in the amount of such dividend upon surrender of shares of
Preferred Stock for conversion. Except as provided above with respect to a
voluntary conversion pursuant to Section 7, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on
converted shares or for dividends on the shares of Common Stock issued upon
conversion.

       

      4. Change of
Control.

       

      (a) Upon the
occurrence of a Change of Control, each holder of Preferred Stock shall, in the
event that the Market Value for the period ending on the Change of Control Date
is less than the Conversion Price, have a one-time option (the “Change of
Control Option”) to convert all of such holder’s outstanding shares of Preferred
Stock into fully paid and nonassessable shares of Common Stock at an adjusted
Conversion Price equal to the greater of (i) the Market Value for the
period ending on the Change of Control Date and
(ii) $8.0733.  The Change of Control Option must be exercised, if
at all, during the period of not less than 30 days nor more than 60 days
commencing on the third Business Day after notice of a Change in Control has
been given by the Company in accordance with Section 4(b).  In
lieu of issuing the shares of Common Stock issuable upon conversion in the event
of a Change of Control, the Company may, at its option, make a cash payment
equal to the Market Value for each share of such Common Stock otherwise issuable
determined for the period ending on the Change of Control
Date.  Notwithstanding the foregoing, upon the occurrence of a Change
of Control in which (i) each holder of Common Stock receives consideration
consisting solely of common stock of the successor, acquiror or other third
party (and cash paid in lieu of fractional shares) that is listed on a national
securities exchange or quoted on the NASDAQ National Market and (ii) all
the Common Stock has been exchanged for, converted into or acquired for common
stock of the successor, acquiror or other third party (and cash in lieu of
factional shares), and the Preferred Stock becomes convertible solely into such
common stock, the Conversion Price will not be adjusted as described in this
Section 4(a).

       

      (b) In the
event of a Change of Control (other than a Change of Control described in the
last sentence of Section 4(a)), notice of such Change of Control shall be
given, within five Business Days of the Change of Control Date, by the Company
by first-class mail to each record holder of shares of Preferred Stock, at such
holder’s address as the same appears on the books of the
Company.  Each such notice shall state (i) that a Change of
Control has occurred; (ii) the last day on which the Change of Control
Option may be exercised (the “Expiration Date”) pursuant to the terms hereof;
(iii) the name and address of the Transfer Agent; and (iv) the
procedures that holders must follow to exercise the Change of Control
Option.

       

      (c) On or
before the Expiration Date, each holder of shares of Preferred Stock wishing to
exercise the Change of Control Option shall surrender the certificate or
certificates representing the shares of Preferred Stock to be converted, in the
manner and at the place designated in the notice described in Section 4(b),
and on such date the cash or shares of Common Stock due to such holder shall be
delivered to the Person whose name appears on such certificate or certificates
as the owner thereof and the shares represented by each surrendered certificate
shall be returned to authorized but unissued shares. Upon surrender (in
accordance with the notice described in Section 4(b)) of the certificate or
certificates representing any shares to be so converted (properly endorsed or
assigned for transfer, if the Company shall so require and the notice shall so
state), such shares shall be converted by the Company at the adjusted Conversion
Price, if applicable, as described in Section 4(a).

       

      (d) The
rights of holders of Preferred Stock pursuant to this Section 4 are in
addition to, and not in lieu of, the rights of holders of Preferred Stock
provided for in Section 7 hereof.

       

      5. Voting.

       

      (a) The
shares of Preferred Stock shall have no voting rights except as set forth below
or as otherwise required by Oklahoma law from time to time:

       

      (i) If and
whenever at any time or times a Voting Rights Triggering Event occurs, then the
holders of shares of Preferred Stock, voting as a single class with any other
preferred stock or preference securities having similar voting rights that are
exercisable, including the 5.00% Preferred Stock, the 6.00% Preferred Stock and
the 6.75% Preferred Stock (the “Voting Rights Class”), will be entitled at the
next regular or special meeting of stockholders of the Company to elect two
additional directors of the Company.  Upon the election of any such
additional directors, the number of directors that comprise the Board of
Directors shall be increased by such number of additional
directors.

       

      (ii) Such
voting rights may be exercised at a special meeting of the holders of the shares
of the Voting Rights Class, called as hereinafter provided, or at any annual
meeting of stockholders held for the purpose of electing directors, and
thereafter at each such annual meeting until such time as all dividends in
arrears on the shares of Preferred Stock shall have been paid in full, at which
time or times such voting rights and the term of the directors elected pursuant
to Section 5(a)(i)  shall terminate.

       

      (iii) At any
time when such voting rights shall have vested in holders of shares of the
Voting Rights Class, an Officer of the Company may call, and, upon written
request of the record holders of shares representing at least twenty-five
percent (25%) of the voting power of the shares then outstanding of the Voting
Rights Class, addressed to the Secretary of the Company, shall call a special
meeting of the holders of shares of the Voting Rights Class.  Such
meeting shall be held at the earliest practicable date upon the notice required
for annual meetings of stockholders at the place for holding annual meetings of
stockholders of the Company, or, if none, at a place designated by the Board of
Directors.  Notwithstanding the provisions of this
Section 5(a)(iii), no such special meeting shall be called during a period
within the 60 days immediately preceding the date fixed for the next annual
meeting of stockholders in which such case, the election of directors pursuant
to Section 5(a)(i) shall be held at such annual meeting of
stockholders.

       

      (iv) At any
meeting held for the purpose of electing directors at which the holders of the
Voting Rights Class shall have the right to elect directors as provided herein,
the presence in person or by proxy of the holders of shares representing more
than fifty percent (50%) in voting power of the then outstanding shares of the
Voting Rights Class shall be required and shall be sufficient to constitute a
quorum of such class for the election of directors by such class.  The
affirmative vote of the holders of shares of Preferred Stock constituting a
majority of the shares of Preferred Stock present at such meeting, in person or
by proxy, shall be sufficient to elect any such director.

       

      (v) Any
director elected pursuant to the voting rights created under this
Section 5(a) shall hold office until the next annual meeting of
stockholders (unless such term has previously terminated pursuant to
Section 5(a)(ii) ) and any vacancy in respect of any such director
shall be filled only by vote of the remaining director so elected by holders of
the Voting Rights Class, or if there be no such remaining director, by the
holders of shares of the Voting Rights Class at a special meeting called in
accordance with the procedures set forth in this Section 5, or, if no such
special meeting is called, at the next annual meeting of
stockholders.  Upon any termination of such voting rights, the term of
office of all directors elected pursuant to this Section 5 shall
terminate.

       

      (vi) So long
as any shares of Preferred Stock remain outstanding, unless a greater percentage
shall then be required by law, the Company shall not, without the affirmative
vote or consent of the holders of at least 66 2/3% of the outstanding Preferred
Stock voting or consenting, as the case may be, separately as one class,
(i) create, authorize or issue any class or series of Senior Stock (or any
security convertible into Senior Stock) or (ii) amend the Certificate of
Incorporation so as to affect adversely the specified rights, preferences,
privileges or voting rights of holders of shares of Preferred
Stock.

       

      (vii) In
exercising the voting rights set forth in this Section 5(a), each share of
Preferred Stock shall be entitled to one vote.

       

      (b) The
Company may authorize, increase the authorized amount of, or issue any class or
series of Parity Stock or Junior Stock, without the consent of the holders of
Preferred Stock, and in taking such actions the Company shall not be deemed to
have affected adversely the rights, preferences, privileges or voting rights of
holders of shares of Preferred Stock.

       

      6. Liquidation
Rights.

       

      (a) In the
event of any liquidation, winding-up or dissolution of the Company, whether
voluntary of involuntary, each holder of shares of Preferred Stock shall be
entitled to receive and to be paid out of the assets of the Company available
for distribution to its stockholders the Liquidation Preference plus Accumulated
Dividends and Accrued Dividends thereon in preference to the holders of, and
before any payment or distribution is made on, any Junior Stock, including,
without limitation, on any Common Stock.

       

      (b) Neither
the sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the assets or
business of the Company (other than in connection with the liquidation,
winding-up or dissolution of its business) nor the merger or consolidation of
the Company into or with any other Person shall be deemed to be a liquidation,
winding-up or dissolution, voluntary or involuntary, for the purposes of this
Section 6.

       

      (c) After the
payment to the holders of the shares of Preferred Stock of full preferential
amounts provided for in this Section 6, the holders of Preferred Stock as
such shall have no right or claim to any of the remaining assets of the
Company.

       

      (d) In the
event the assets of the Company available for distribution to the holders of
shares of Preferred Stock upon any liquidation, winding-up or dissolution of the
Company, whether voluntary or involuntary, shall be insufficient to pay in full
all amounts to which such holders are entitled pursuant to Section 6(a), no
such distribution shall be made on account of any shares of Parity Stock upon
such liquidation, dissolution or winding-up unless proportionate distributable
amounts shall be paid on account of the shares of Preferred Stock, ratably, in
proportion to the full distributable amounts for which holders of all Preferred
Stock and of any Parity Stock are entitled upon such liquidation, winding-up or
dissolution.

       

      7. Conversion.

       

      (a) Each
holder of Preferred Stock shall have the right, only on or after the occurrence
of the conversion triggering events described in Section 7(b), at its
option, from the Issue Date to convert, subject to the terms and provisions of
this Section 7, any or all of such holder’s shares of Preferred
Stock.  In such case, the shares of Preferred Stock shall be converted
into such whole number of fully paid and nonassessable shares of Common Stock as
is equal, subject to Section 7(h), to the product of the number of shares
of Preferred Stock being so converted multiplied by the quotient of (i) the
Liquidation Preference divided by (ii) the Conversion Price (as defined
below) then in effect.  The Conversion Price initially shall be
$16.6513, subject to adjustment as set forth in Section 7(d).

       

      The
conversion right of a holder of Preferred Stock shall be exercised by the holder
by the surrender to the Company of the certificates representing shares to be
converted at any time during usual business hours at its principal place of
business or the offices of its duly appointed Transfer Agent to be maintained by
it, accompanied by written notice to the Company in the form of Exhibit B that
the holder elects to convert all or a portion of the shares of Preferred Stock
represented by such certificate and specifying the name or names (with address)
in which a certificate or certificates for shares of Common Stock are to be
issued and (if so required by the Company or its duly appointed Transfer Agent)
by a written instrument or instruments of transfer in form reasonably
satisfactory to the Company or its duly appointed Transfer Agent duly executed
by the holder or its duly authorized legal representative and transfer tax
stamps or funds therefor, if required pursuant to
Section 7(j).  Immediately prior to the close of business on the
date of receipt by the Company or its duly appointed Transfer Agent of notice of
conversion of shares of Preferred Stock, each converting holder of Preferred
Stock shall be deemed to be the holder of record of Common Stock issuable upon
conversion of such holder’s Preferred Stock notwithstanding that the share
register of the Company shall then be closed or that certificates representing
such Common Stock shall not then be actually delivered to such
holder.  On the date of any conversion, all rights with respect to the
shares of Preferred Stock so converted, including the rights, if any, to receive
notices, will terminate, except only the rights of holders thereof to
(i) receive certificates for the number of whole shares of Common Stock
into which such shares of Preferred Stock have been converted and cash, in lieu
of any fractional shares as provided in Section 7(g); and
(ii) exercise the rights to which they are entitled as holders of Common
Stock.

       

      (b) A
holder’s right to convert its shares of Preferred Stock will arise only upon the
occurrence of the following events:

       

      (i) Conversion Rights Based on Common
Share Price.  A holder may surrender shares of Preferred Stock
for conversion into shares of Common Stock during any fiscal quarter after the
fiscal quarter ending June 30, 2004 (and only during such fiscal quarter) if the
Closing Sale Price of Common Stock for at least 20 Trading Days in a period of
30 consecutive Trading Days ending on the last Trading Day of the immediately
preceding fiscal quarter is more than 130% of the Conversion Price on such
Trading Day. If this Closing Sale Price condition is not satisfied at the end of
any fiscal quarter, then conversion pursuant to this Section 7(b)(i) will not be
permitted in the following fiscal quarter.  The Company shall
determine for each Trading Day during the 30 consecutive Trading Day period
specified in this Section 7(b)(i) whether the Closing Sale Price exceeds 130% of
the Conversion Price and whether the Preferred Stock shall be convertible as a
result of the occurrence of the event set forth in this Section
7(b)(i).

       

      (ii) Conversion Upon Satisfaction of
Trading Price Condition.  A holder may surrender its shares of
Preferred Stock for conversion into Common Stock during the five business day
period after any five consecutive Trading Day period in which the Trading Price
of the Preferred Stock for each day of such five Trading Day period was less
than 98% of the product of the Closing Sale Price of the Common Stock and the
Conversion Price in effect on each such day.  The Company shall
determine whether the Preferred Stock may be converted pursuant to this Section
7(b)(ii) based on Trading Prices obtained from three independent nationally
known securities dealers. The Company shall have no obligation to determine the
Trading Price unless a holder of Preferred Stock provides it with reasonable
evidence that the Trading Price was less than 98% of the product of the Closing
Sale Price and the then-current Conversion Price. If such evidence is provided,
the Company shall determine the Trading Price of the Preferred Stock beginning
on the next Trading Day and on each successive Trading Day until the Trading
Price is greater than or equal to 98% of the product of the Closing Sale Price
and the then current Conversion Price.

       

      (iii) Conversion
Rights Upon Occurrence of Certain Corporate Transactions.

       

      (1) If the
Company is party to a consolidation, merger, binding share exchange or sale of
all or substantially all of the Company’s assets, in each case pursuant to which
the Common Stock would be converted into cash, securities or other property, a
holder may surrender its shares of Preferred Stock for conversion into Common
Stock at any time from and after the date that is 15 days prior to the
anticipated effective date of the transaction until 15 days after the actual
date of such transaction and, at the effective time, the right to convert shares
of Preferred Stock into Common Stock will be changed into a right to convert
such Preferred Stock into the kind and amount of cash, securities or other
property of the Company or another person that the holder would have received if
the holder had converted the holder’s Preferred Stock immediately prior to the
transaction.

       

      (2) If the
Company elects to (A) distribute to all holders of Common Stock rights or
warrants entitling them to purchase, for a period expiring within 45 days of the
record date for such distribution, Common Stock at less than the average Closing
Sale Price for the ten consecutive Trading Days immediately preceding the
declaration date for such distribution or (B) distribute to all holders of
Common Stock, cash, assets, debt securities or rights to purchase the Company’s
securities, which distribution has a per share value exceeding 5% of the Closing
Sale Price of Common Stock on the Trading Day immediately preceding the
declaration date for such distribution; then, in either case, the Company must
notify holders of Preferred Stock at least 20 days prior to the ex-dividend date
for such distribution. Once the Company has given such notice, a holder may
surrender its shares of Preferred Stock for conversion at any time until the
earlier of the close of business on the business day immediately preceding the
ex-dividend date or any announcement by the Company that such distribution will
not take place. Notwithstanding the foregoing, holders shall not have the right
to surrender shares of Preferred Stock for conversion pursuant to this Section
7(b)(iii)(2), and no adjustment to the Conversion Price will be made, if all
holders of the Preferred Stock will otherwise participate, on the same basis as
a holder of Common Shares, in the distribution described above without first
converting Preferred Stock into Common Shares.

       

      (iv) Upon a
Change of Control, holders of Preferred Stock shall, if the Market Value at such
time is less than the Conversion Price, have a one-time option to convert all of
their outstanding shares of Preferred Stock into Common Stock pursuant to
Section 4.

       

      (v) Upon
determination that holders of Preferred Stock are or will be entitled to convert
their Preferred Stock into Common Stock in accordance with any of the provisions
of this Section 7(b), the Company will issue a press release and publish
such information on its website on the World Wide Web.

       

      (c) If the
last day for the exercise of the conversion right shall not be a Business Day,
then such conversion right may be exercised on the next preceding Business
Day.

       

      (d) The
Conversion Price shall be subject to adjustment as follows:

       

      (i) In case
the Company shall at any time or from time to time (A) pay a dividend (or
other distribution) payable in shares of Common Stock on any class of capital
stock (which, for purposes of this Section 7(d) shall include, without
limitation, any dividends or distributions in the form of options, warrants or
other rights to acquire capital stock) of the Company (other than the issuance
of shares of Common Stock in connection with the conversion of preferred stock);
(B) subdivide the outstanding shares of Common Stock into a larger number
of shares; (C) combine the outstanding shares of Common Stock into a
smaller number of shares; (D) issue any shares of its capital stock in a
reclassification of the Common Stock; or (E) pay a dividend or make a
distribution to all holders of shares of Common Stock (other than a dividend or
distribution subject to Section 7(d)(ii)) pursuant to a stockholder rights
plan, “poison pill” or similar arrangement and excluding dividends payable on
the Preferred Stock then, and in each such case, the Conversion Price in effect
immediately prior to such event shall be adjusted (and any other appropriate
actions shall be taken by the Company) so that the holder of any share of
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock that such holder would have owned
or would have been entitled to receive upon or by reason of any of the events
described above, had such share of Preferred Stock been converted into shares of
Common Stock immediately prior to the occurrence of such event.  An
adjustment made pursuant to this Section 7(d)(i)  shall become
effective retroactively (x) in the case of any such dividend or distribution, to
the day immediately following the close of business on the record date for the
determination of holders of Common Stock entitled to receive such dividend or
distribution or (y) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

       

      (ii) In case
the Company shall at any time or from time to time issue to all holders of its
Common Stock rights, options or warrants entitling the holders thereof to
subscribe for or purchase shares of Common Stock (or securities convertible into
or exchangeable for shares of Common Stock) at a price per share less than the
Market Value for the period ending on the date of issuance (treating the price
per share of any security convertible or exchangeable or exercisable into Common
Stock as equal to (A) the sum of the price paid to acquire such security
convertible, exchangeable or exercisable into Common Stock plus any additional
consideration payable (without regard to any anti-dilution adjustments) upon the
conversion, exchange or exercise of such security into Common Stock divided by
(B) the number of shares of Common Stock into which such convertible,
exchangeable or exercisable security is initially convertible, exchangeable or
exercisable), other than (i) issuances of such rights, options or warrants
if the holder of Preferred Stock would be entitled to receive such rights,
options or warrants upon conversion at any time of shares of Preferred Stock
into Common Stock and (ii) issuances that are subject to certain triggering
events (until such time as such triggering events occur), then, and in each such
case, the Conversion Price then in effect shall be adjusted by dividing the
Conversion Price in effect on the day immediately prior to the record date of
such issuance by a fraction (y) the numerator of which shall be the sum of the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock issued or to be issued upon or as a result
of the issuance of such rights, options or warrants (or the maximum number into
or for which such convertible or exchangeable securities initially may convert
or exchange or for which such options, warrants or other rights initially may be
exercised) and (z) the denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such record date plus the number of shares
of Common Stock which the aggregate consideration for the total number of such
additional shares of Common Stock so issued (or into or for which such
convertible or exchangeable securities may convert or exchange or for which such
options, warrants or other rights may be exercised plus the aggregate amount of
any additional consideration initially payable upon the conversion, exchange or
exercise of such security) would purchase at the Market Value for the period
ending on the date of conversion; provided, that if the
Company distributes rights or warrants (other than those referred to above in
this subparagraph (d)(ii)) pro rata to the holders of Common Stock, so long
as such rights or warrants have not expired or been redeemed by the Company, (y)
the holder of any Preferred Stock surrendered for conversion shall be entitled
to receive upon such conversion, in addition to the shares of Common Stock then
issuable upon such conversion (the “Conversion Shares”), a number of rights or
warrants to be determined as follows: (i) if such conversion occurs on or
prior to the date for the distribution to the holders of rights or warrants of
separate certificates evidencing such rights or warrants (the “Distribution
Date”), the same number of rights or warrants to which a holder of a number of
shares of Common Stock equal to the number of Conversion Shares is entitled at
the time of such conversion in accordance with the terms and provisions
applicable to the rights or warrants and (ii) if such conversion occurs
after the Distribution Date, the same number of rights or warrants to which a
holder of the number of shares of Common Stock into which such Preferred Stock
was convertible immediately prior to such Distribution Date would have been
entitled on such Distribution Date had such Preferred Stock been converted
immediately prior to such Distribution Date in accordance with the terms and
provisions applicable to the rights and warrants and (z) the Conversion Price
shall not be subject to adjustment on account of any declaration, distribution
or exercise of such rights or warrants.

       

      (iii) If the
Company shall at any time make a distribution, by dividend or otherwise, to all
holders of shares of its Common Stock consisting exclusively of cash (excluding
any cash portion of distributions referred to in clause (E) of
paragraph (d)(i) above and cash distributed upon a merger or consolidation
to which paragraph (h) below applies) in an amount per share of Common
Stock that, when combined with the per share amounts of all other all-cash
distributions to all holders of shares of its Common Stock made within the
90-day period ending on the record date for the distribution giving rise to an
adjustment pursuant to this Section 7(d)(iii), exceeds $0.055 per share of
Common Stock (the “Distribution  Threshold Amount”), then the
Conversion Price will be adjusted by multiplying:

       

      (1) the
Conversion Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled to
receive such distribution by

       

      (2) a
fraction, the numerator of which will be the Market Value on the fourth trading
day on the NYSE prior to such record date minus the amount of cash per share of
Common Stock so distributed in excess of the Dividend Threshold Amount for which
an adjustment has not otherwise been made pursuant to this Section 7(d)(iii) and
the denominator of which will be the Market Value on the fourth trading day on
the NYSE prior to such record date.

       

      Subject
to Section 7(e), such adjustment shall become effective immediately after the
record date for the determination of holders of Common Stock entitled to receive
the distribution giving rise to an adjustment pursuant to this Section
7(d)(iii).  The Dividend Threshold Amount is subject to adjustment
under the same circumstances under which the Conversion Price is subject to
adjustment pursuant to Section 7(d)(i) or Section 7(d)(ii).

       

      (iv) In the
case the Company at any time or from time to time shall take any action
affecting its Common Stock (it being understood that the issuance or sale of
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock, or any options, warrants or other rights to acquire
shares of Common Stock) to any Person at a price per share less than the
Conversion Price then in effect shall not be deemed such an action), other than
an action described in any of Section 7(d)(i)  through
Section 7(d)(iii), inclusive, or Section 7(h), then the Conversion
Price shall be adjusted in such manner and at such time as the Board of
Directors of the Company in good faith determines to be equitable in the
circumstances (such determination to be evidenced in a resolution, a certified
copy of which shall be mailed to the holders of the Preferred
Stock).

       

      (v) Notwithstanding
anything herein to the contrary, no adjustment under this Section 7(d) need
be made to the Conversion Price unless such adjustment would require an increase
or decrease of at least 1% of the Conversion Price then in
effect.  Any lesser adjustment shall be carried forward and shall be
made at the time of and together with the next subsequent adjustment, if any,
which, together with any adjustment or adjustments so carried forward, shall
amount to an increase or decrease of at least 1% of such Conversion; provided, however, that with respect to
adjustments to be made to the Conversion Price in connection with cash dividends
paid by the Company,  the Company shall make such adjustments,
regardless of whether such aggregate adjustments amount to 1% or more of the
Conversion Price, no later than March 15 of each calendar year.

       

      (vi) The
Company reserves the right to make such reductions in the Conversion Price in
addition to those required in the foregoing provisions as it considers advisable
in order that any event treated for Federal income tax purposes as a dividend of
stock or stock rights will not be taxable to the recipients.  In the
event the Company elects to make such a reduction in the Conversion Price, the
Company will comply with the requirements of Rule 14e-1 under the Exchange
Act, and any other securities laws and regulations thereunder if and to the
extent that such laws and regulations are applicable in connection with the
reduction of the Conversion Price.

       

      (e) If the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, and shall
thereafter (and before the dividend or distribution has been paid or delivered
to stockholders) legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Conversion Price then in
effect shall be required by reason of the taking of such record.

       

      (f) Upon any
increase or decrease in the Conversion Price, then, and in each such case, the
Company promptly shall deliver to each holder of Preferred Stock a certificate
signed by an authorized officer of the Company, setting forth in reasonable
detail the event requiring the adjustment and the method by which such
adjustment was calculated and specifying the increased or decreased Conversion
Price then in effect following such adjustment.

       

      (g) No
fractional shares or securities representing fractional shares of Common Stock
shall be issued upon the conversion of any shares of Preferred Stock, whether
voluntary or mandatory.  If more than one share of Preferred Stock
shall be surrendered for conversion at one time by the same holder, the number
of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate Liquidation Preference of the shares of
Preferred Stock so surrendered.  If the conversion of any share or
shares of Preferred Stock results in a fraction, an amount equal to such
fraction multiplied by the last reported sale price of the Common Stock on the
NYSE (or on such other national securities exchange or automated quotation
system on which the Common Stock is then listed for trading or authorized for
quotation or, if the Common Stock is not then so listed or authorized for
quotation, an amount determined in good faith by the Board of Directors to be
the fair value of the Common Stock) at the close of business on the trading day
next preceding the day of conversion shall be paid to such holder in cash by the
Company.

       

      (h) In the
event of any reclassification of outstanding shares of Common Stock (other than
a change in par value, or from par value to no par value, or from no par value
to par value), or in the event of any consolidation or merger of the Company
with or into another Person or any merger of another Person with or into the
Company (other than a consolidation or merger in which the Company is the
resulting or surviving Person and which does not result in any reclassification
or change of outstanding Common Stock), or in the event of any sale or other
disposition to another Person of all or substantially all of the assets of the
Company (computed on a consolidated basis) (any of the foregoing, a
“Transaction”), each share of Preferred Stock then outstanding shall, without
the consent of any holder of Preferred Stock, become convertible at any time, at
the option of the holder thereof, only into the kind and amount of securities
(of the Company or another issuer), cash and other property receivable upon such
Transaction by a holder of the number of shares of Common Stock into which such
share of Preferred Stock could have been converted immediately prior to such
Transaction, after giving effect to any adjustment event.  The
provisions of this Section 7(h) and any equivalent thereof in any such
securities similarly shall apply to successive Transactions.  The
provisions of this Section 7(h) shall be the sole right of holders of
Preferred Stock in connection with any Transaction and such holders shall have
no separate vote thereon.

       

      (i) The
Company shall at all times reserve and keep available for issuance upon the
conversion of the Preferred Stock such number of its authorized but unissued
shares of Common Stock as will from time to time be sufficient to permit the
conversion of all outstanding shares of Preferred Stock, and shall take all
action required to increase the authorized number of shares of Common Stock if
at any time there shall be insufficient unissued shares of Common Stock to
permit such reservation or to permit the conversion of all outstanding shares of
Preferred Stock.

       

      (j) The
issuance or delivery of certificates for Common Stock upon the conversion of
shares of Preferred Stock shall be made without charge to the converting holder
of shares of Preferred Stock for such certificates or for any tax in respect of
the issuance or delivery of such certificates or the securities represented
thereby, and such certificates shall be issued or delivered in the respective
names of, or in such names as may be directed by, the holders of the shares of
Preferred Stock converted; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate in a
name other than that of the holder of the shares of Preferred Stock converted,
and the Company shall not be required to issue or deliver such certificate
unless or until the Person or Persons requesting the issuance or delivery
thereof shall have paid to the Company the amount of such tax or shall have
established to the reasonable satisfaction of the Company that such tax has been
paid.

       

      8. Mandatory
Conversion.

       

      (a) At any
time on or after March 15, 2009, the Company shall have the right, at its
option, to cause the Preferred Stock, in whole but not in part, to be
automatically converted into that number of whole shares of Common Stock for
each share of Preferred Stock equal to the quotient of (i) the Liquidation
Preference divided by (ii) the Conversion Price then in effect, with any
resulting fractional shares of Common Stock to be settled in accordance with
Section 7(g).  The Company may exercise its right to cause a
mandatory conversion pursuant to this Section 8(a) only if the closing
price of the Common Stock equals or exceeds 130% of the Conversion Price then in
effect for at least 20 trading days in any consecutive 30-day trading period on
the NYSE (or such other national securities exchange or automated quotation
system on which the Common Stock is then listed or authorized for quotation),
including the last trading day of such 30-day period, ending on the trading day
prior to the Company’s issuance of a press release announcing the mandatory
conversion as described in Section 8(b).

       

      (b) To
exercise the mandatory conversion right described in Section 8(a), the
Company must issue a press release for publication on the Dow Jones News Service
prior to the opening of business on the first trading day following any date on
which the conditions described in Section 8(a) are met, announcing such a
mandatory conversion.  The Company shall also give notice by mail or
by publication (with subsequent prompt notice by mail) to the holders of
Preferred Stock (not more than four Business Days after the date of the press
release) of the mandatory conversion announcing the Company’s intention to
convert the Preferred Stock.  The conversion date will be a date
selected by the Company (the “Mandatory Conversion Date”) and will be no more
than five days after the date on which the Company issues the press release
described in this Section 8(b).

       

      (c) In
addition to any information required by applicable law or regulation, the press
release and notice of a mandatory conversion described in Section 8(b)
shall state, as appropriate:  (i) the Mandatory Conversion Date;
(ii) the number of shares of Common Stock to be issued upon conversion of
each share of Preferred Stock; (iii) the number of shares of Preferred
Stock to be converted; and (iv) that dividends on the Preferred Stock to be
converted will cease to accrue on the Mandatory Conversion Date.

       

      (d) On and
after the Mandatory Conversion Date, dividends will cease to accrue on the
Preferred Stock called for a mandatory conversion pursuant to Section 8(a)
and all rights of holders of such Preferred Stock will terminate except for the
right to receive the whole shares of Common Stock issuable upon conversion
thereof and cash, in lieu of any fractional shares of Common Stock in accordance
with Section 7(g).  The dividend payment with respect to the
Preferred Stock called for a mandatory conversion pursuant to Section 8(a)
on a date during the period between the close of business on any Dividend Record
Date to the close of business on the corresponding Dividend Payment Date will be
payable on such Dividend Payment Date to the record holder of such share on such
Dividend Record Date if such share has been converted after such Dividend Record
Date and prior to such Dividend Payment Date.  Except as provided in
the immediately preceding sentence with respect to a mandatory conversion
pursuant to Section 8(a), no payment or adjustment will be made upon
conversion of Preferred Stock for Accrued Dividends or for dividends with
respect to the Common Stock issued upon such conversion.

       

      (e) The
Company may not authorize, issue a press release or give notice of any mandatory
conversion pursuant to Section 8(a) unless, prior to giving the conversion
notice, all Accumulated Dividends on the Preferred Stock for periods ended prior
to the date of such conversion notice shall have been paid in cash.

       

      (f) In
addition to the mandatory conversion right described in Section 8(a), if
there are less than 25,000 shares of Preferred Stock outstanding, the Company
shall have the right, at any time on or after March 15, 2009, at its option, to
cause the Preferred Stock to be automatically converted into that number of
whole shares of Common Stock equal to the quotient of (i) the Liquidation
Preference divided by (ii) the lesser of (A) the Conversion Price then
in effect and (B) the Market Value for the period ending on the second
trading day immediately prior to the Mandatory Conversion Date, with any
resulting fractional shares of Common Stock to be settled in cash in accordance
with Section 7(g).  The provisions of clauses (b), (c), (d)
and (e) of this Section 8 shall apply to any mandatory conversion pursuant
to this clause (f); provided that
(i) the Mandatory Conversion Date described in Section 8(b) shall not
be less than 15 days nor more than 30 days after the date on which the Company
issues a press release pursuant to Section 8(b) announcing such mandatory
conversion and (ii) the press release and notice of mandatory conversion
described in Section 8(c) will not state the number of shares of Common
Stock to be issued upon conversion of each share of Preferred
Stock.

       

      9. Consolidation, Merger and
Sale of Assets.

       

      (a) The
Company, without the consent of the holders of any of the outstanding Preferred
Stock, may consolidate with or merge into any other Person or convey, transfer
or lease all or substantially all its assets to any Person or may permit any
Person to consolidate with or merge into, or transfer or lease all or
substantially all its properties to, the Company; provided, however, that (a) the
successor, transferee or lessee is organized under the laws of the United States
or any political subdivision thereof; (b) the shares of Preferred Stock will
become shares of such successor, transferee or lessee, having in respect of such
successor, transferee or lessee the same powers, preferences and relative
participating, optional or other special rights and the
qualification,  limitations or restrictions thereon, the Preferred
Stock had immediately prior to such transaction; and (c) the Company delivers to
the Transfer Agent an Officers’ Certificate and an Opinion of Counsel stating
that such transaction complies with this Certificate of
Designation.

       

      (b) Upon any
consolidation by the Company with, or merger by the Company into, any other
person or any conveyance, transfer or lease of all or substantially all the
assets of the Company as described in Section 9(a), the successor resulting
from such consolidation or into which the Company is merged or the transferee or
lessee to which such conveyance, transfer or lease is made, will succeed to, and
be substituted for, and may exercise every right and power of, the Company under
the shares of Preferred Stock, and thereafter, except in the case of a lease,
the predecessor (if still in existence) will be released from its obligations
and covenants with respect to the Preferred Stock.

       

      10. SEC
Reports.

       

      Whether
or not the Company is required to file reports with the Commission, if any
shares of Preferred Stock are outstanding, the Company shall file with the
Commission all such reports and other information as it would be required to
file with the Commission by Section 13(a)or 15(d) under the Exchange
Act.  The Company shall supply each holder of Preferred Stock, upon
request, without cost to such holder, copies of such reports or other
information.

       

      11. Certificates.

       

      (a) Form and
Dating.  The Preferred Stock and the Transfer Agent’s
certificate of authentication shall be substantially in the form set forth in
Exhibit A, which is hereby incorporated in and expressly made a part of this
Certificate of Designation.  The Preferred Stock certificate may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the
Company).  Each Preferred Stock certificate shall be dated the date of
its authentication.  The terms of the Preferred Stock certificate set
forth in Exhibit A are part of the terms of this Certificate of
Designation.

       

      (i) Global
Preferred Stock.  The Preferred Stock shall be issued initially in the
form of one or more fully registered global certificates with the global
securities legend and restricted securities legend set forth in Exhibit A
hereto (the “Global Preferred Stock”), which shall be deposited on behalf of the
purchasers represented thereby with the Transfer Agent, as custodian for DTC (or
with such other custodian as DTC may direct), and registered in the name of DTC
or a nominee of DTC, duly executed by the Company and authenticated by the
Transfer Agent as hereinafter provided.  The number of shares of
Preferred Stock represented by Global Preferred Stock may from time to time be
increased or decreased by adjustments made on the records of the Transfer Agent
and DTC or its nominee as hereinafter provided.  With respect to
shares of Preferred Stock that are not “restricted securities” as defined in
Rule 144 on a conversion date, all shares of Common Stock distributed on
such conversion date will be freely transferable without restriction under the
Securities Act (other than by affiliates), and such shares will be eligible for
receipt in global form through the facilities of DTC.

       

      (ii) Book-Entry
Provisions.  In the event Global Preferred Stock is deposited with or
on behalf of DTC, the Company shall execute and the Transfer Agent shall
authenticate and deliver initially one or more Global Preferred Stock
certificates that (a) shall be registered in the name of DTC as depository for
such Global Preferred Stock or the nominee of DTC and (b) shall be delivered by
the Transfer Agent to DTC or pursuant to DTC’s instructions or held by the
Transfer Agent as custodian for DTC.

       

      Members
of, or participants in, DTC (“Agent Members”) shall have no rights under this
Certificate of Designation with respect to any Global Preferred Stock held on
their behalf by DTC or by the Transfer Agent as the custodian of DTC or under
such Global Preferred Stock, and DTC may be treated by the Company, the Transfer
Agent and any agent of the Company or the Transfer Agent as the absolute owner
of such Global Preferred Stock for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Transfer Agent or any agent of the Company or the
Transfer Agent from giving effect to any written certification, proxy or other
authorization furnished by DTC or impair, as between DTC and its Agent Members,
the operation of customary practices of DTC governing the exercise of the rights
of a holder of a beneficial interest in any Global Preferred Stock.

       

      (iii) Certificated
Preferred Stock; Certificated Common Stock.  Except as provided in
this paragraph 11(a) or in paragraph 11(c), owners of beneficial
interests in Global Preferred Stock will not be entitled to receive physical
delivery of Preferred Stock in fully registered certificated form (“Certificated
Preferred Stock”).  With respect to shares of Preferred Stock that are
“restricted securities” as defined in Rule 144 on a conversion date, all
shares of Common Stock issuable on conversion of such shares on such conversion
date will be issued in fully registered certificated form (“Certificated Common
Stock”).  Certificates of Certificated Common Stock will be mailed or
made available at the office of the Transfer Agent for the Preferred Stock on or
as soon as reasonably practicable after the relevant conversion date to the
converting holder.

       

      After a
transfer of any Preferred Stock or Certificated Common Stock during the period
of the effectiveness of a Shelf Registration Statement with respect to such
Preferred Stock or such Certificated Common Stock, all requirements pertaining
to legends on such Preferred Stock (including Global Preferred Stock) or
Certificated Common Stock will cease to apply, the requirements
requiring  that any such Certificated Common Stock issued to Holders
be issued in certificated form, as the case may, will cease to apply, and
Preferred Stock or Common Stock, as the case may be, in global or fully
registered certificated form, in either case without legends, will be available
to the transferee of the Holder of such Preferred Stock or Certificated Common
Stock upon exchange of such transferring Holder’s Preferred Stock or Common
Stock or directions to transfer such Holder’s interest in the Global Preferred
Stock, as applicable.

       

      (b) Execution and
Authentication.  Two Officers shall sign the Preferred Stock
certificate for the Company by manual or facsimile signature.

       

      If an
Officer whose signature is on a Preferred Stock certificate no longer holds that
office at the time the Transfer Agent authenticates the Preferred Stock
certificate, the Preferred Stock certificate shall be valid
nevertheless.

       

      A
Preferred Stock certificate shall not be valid until an authorized signatory of
the Transfer Agent manually signs the certificate of authentication on the
Preferred Stock certificate.  The signature shall be conclusive
evidence that the Preferred Stock certificate has been authenticated under this
Certificate of Designation.

       

      The
Transfer Agent shall authenticate and deliver certificates for up to 313,250
shares of Preferred Stock for original issue upon a written order of the Company
signed by two Officers or by an Officer and an Assistant Treasurer of the
Company.  Such order shall specify the number of shares of Preferred
Stock to be authenticated and the date on which the original issue of Preferred
Stock is to be authenticated.

       

      The
Transfer Agent may appoint an authenticating agent reasonably acceptable to the
Company to authenticate the certificates for Preferred Stock.  Unless
limited by the terms of such appointment, an authenticating agent may
authenticate certificates for Preferred Stock whenever the Transfer Agent may do
so.  Each reference in this Certificate of Designation to
authentication by the Transfer Agent includes authentication by such
agent.  An authenticating agent has the same rights as the Transfer
Agent or agent for service of notices and demands.

       

      (c) Transfer and
Exchange.  (i) Transfer and Exchange of Certificated
Preferred Stock.  When Certificated Preferred Stock is presented to
the Transfer Agent with a request to register the transfer of such Certificated
Preferred Stock or to exchange such Certificated Preferred Stock for an equal
number of shares of Certificated Preferred Stock, the Transfer Agent shall
register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the
Certificated Preferred Stock surrendered for transfer or exchange:

       

      (1) shall be
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Transfer Agent, duly executed by
the Holder thereof or its attorney duly authorized in writing; and

       

      (2) is being
transferred or exchanged pursuant to an effective registration statement under
the Securities Act or pursuant to clause (i)  or (ii)  below, and
is accompanied by the following additional information and documents, as
applicable:

       

      (I) if such
Certificated Preferred Stock is being delivered to the Transfer Agent by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect in substantially the form of
Exhibit C hereto; or

       

      (II) if such
Certificated Preferred Stock is being transferred to the Company or to a
“qualified institutional buyer (”QIB”) in accordance with Rule 144A under
the Securities Act or pursuant to another exemption from registration under the
Securities Act, (i) a certification to that effect (in substantially the
form of Exhibit C hereto) and (ii) if the Company so requests, an
Opinion of Counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in
paragraph 11(c) (vii).

       

      (ii) Restrictions
on Transfer of Certificated Preferred Stock for a Beneficial Interest in Global
Preferred Stock.  Certificated Preferred Stock may not be exchanged
for a beneficial interest in Global Preferred Stock except upon satisfaction of
the requirements set forth below.  Upon receipt by the Transfer Agent
of Certificated Preferred Stock, duly endorsed or accompanied by appropriate
instruments of transfer, in form reasonably satisfactory to the Company and the
Transfer Agent, together with written instructions directing the Transfer Agent
to make, or to direct DTC to make, an adjustment on its books and records with
respect to such Global Preferred Stock to reflect an increase in the number of
shares of Preferred Stock represented by the Global Preferred Stock, then the
Transfer Agent shall cancel such Certificated Preferred Stock and cause, or
direct DTC to cause, in accordance with the standing instructions and procedures
existing between DTC and the Transfer Agent, the number of shares of Preferred
Stock represented by the Global Preferred Stock to be increased
accordingly.  If no Global Preferred Stock is then outstanding, the
Company shall issue and the Transfer Agent shall authenticate, upon written
order of the Company in the form of an Officers’ Certificate, a new Global
Preferred Stock representing the appropriate number of shares.

       

      (iii) Transfer
and Exchange of Global Preferred Stock.  The transfer and exchange of
Global Preferred Stock or beneficial interests therein shall be effected through
DTC, in accordance with this Certificate of Designation (including applicable
restrictions on transfer set forth herein, if any) and the procedures of DTC
therefor.

       

      (iv) Transfer
of a Beneficial Interest in Global Preferred Stock for a Certificated Preferred
Stock.

       

      (1) Any
Person having a beneficial interest in Preferred Stock that is being transferred
or exchanged pursuant to an effective registration statement under the
Securities Act or pursuant to another exemption from registration thereunder may
upon request, but only with the consent of the Company, and if accompanied by a
certification from such Person to that effect (in substantially the form of
Exhibit C hereto), exchange such beneficial interest for Certificated
Preferred Stock representing the same number of shares of Preferred
Stock.  Upon receipt by the Transfer Agent of written instructions or
such other form of instructions as is customary for DTC from DTC or its nominee
on behalf of any Person having a beneficial interest in Global Preferred Stock
and upon receipt by the Transfer Agent of a written order or such other form of
instructions as is customary for DTC or the Person designated by DTC as having
such a beneficial interest in a Transfer Restricted Security only, then, the
Transfer Agent or DTC, at the direction of the Transfer Agent, will cause, in
accordance with the standing instructions and procedures existing between DTC
and the Transfer Agent, the number of shares of Preferred Stock represented by
Global Preferred Stock to be reduced on its books and records and, following
such reduction, the Company will execute and the Transfer Agent will
authenticate and deliver to the transferee Certificated Preferred
Stock.

       

      (2) Certificated
Preferred Stock issued in exchange for a beneficial interest in a Global
Preferred Stock pursuant to this paragraph 11(c)(iv)   shall
be registered in such names and in such authorized denominations as DTC,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Transfer Agent.  The Transfer Agent shall deliver
such Certificated Preferred Stock to the Persons in whose names such Preferred
Stock are so registered in accordance with the instructions of DTC.

       

      (v) Restrictions
on Transfer and Exchange of Global Preferred Stock.

       

      (1) Notwithstanding
any other provisions of this Certificate of Designation (other than the
provisions set forth in paragraph 11(c)(vi)), Global Preferred Stock may
not be transferred as a whole except by DTC to a nominee of DTC or by a nominee
of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a
successor depository or a nominee of such successor depository.

       

      (2) In the
event that the Global Preferred Stock is exchanged for Preferred Stock in
definitive registered form pursuant to paragraph 11(c)(vi) prior to the
effectiveness of a Shelf Registration Statement with respect to such securities,
such Preferred Stock may be exchanged only in accordance with such procedures as
are substantially consistent with the provisions of this paragraph 11(c)
(including the certification requirements set forth in the Exhibits to this
Certificate of Designation intended to ensure that such transfers comply with
Rule 144A or such other applicable exemption from registration under the
Securities Act, as the case may be) and such other procedures as may from time
to time be adopted by the Company.

       

      (vi) Authentication
of Certificated Preferred Stock.  If at any time:

       

      (1) DTC
notifies the Company that DTC is unwilling or unable to continue as depository
for the Global Preferred Stock and a successor depository for the Global
Preferred Stock is not appointed by the Company within 90 days after delivery of
such notice;

       

      (2) DTC
ceases to be a clearing agency registered under the Exchange Act and a successor
depository for the Global Preferred Stock is not appointed by the Company within
90 days; or

       

      (3) the
Company, in its sole discretion, notifies the Transfer Agent in writing that it
elects to cause the issuance of Certificated Preferred Stock under this
Certificate of Designation,

       

      then the
Company will execute, and the Transfer Agent, upon receipt of a written order of
the Company signed by two Officers or by an Officer and an Assistant Treasurer
of the Company requesting the authentication and delivery of Certificated
Preferred Stock to the Persons designated by the Company, will authenticate and
deliver Certificated Preferred Stock equal to the number of shares of Preferred
Stock represented by the Global Preferred Stock, in exchange for such Global
Preferred Stock.

       

      (vii) Legend.   

       

      (1) Except as
permitted by the following paragraph (2) and in paragraph 11(a)(iii),
each certificate evidencing the Global Preferred Stock, the Certificated
Preferred Stock and Certificated Common Stock shall bear a legend in
substantially the following form:

       

      “THE
SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), AND THIS SECURITY (AND THE COMMON STOCK INTO WHICH
THIS SECURITY IS CONVERTIBLE) MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THERE­FROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THERE­UNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND THE COMMON STOCK
INTO WHICH THIS SECURITY IS CONVERTIBLE) MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (1) IN THE UNITED STATES TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PUR­SUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THERE­UNDER
(IF AVAILABLE), (3) TO THE COMPANY OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1)
THROUGH (4) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.  IN ANY CASE, THE HOLDER OF
THIS SECURITY WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THE SECURITY EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT.”1

       

      (2) Upon any
sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by Global Preferred Stock) pursuant to
Rule 144 under the Securities Act or another exemption from registration
under the Securities Act or an effective registration statement under the
Securities Act:

       

      (I) in the
case of any Transfer Restricted Security that is a Certificated Preferred Stock,
the Transfer Agent shall permit the Holder thereof to exchange such Transfer
Restricted Security for Certificated Preferred Stock that does not bear a
restrictive legend and rescind any restriction on the transfer of such Transfer
Restricted Security; and

       

      (II) in the
case of any Transfer Restricted Security that is represented by a Global
Preferred Stock, with the consent of the Company, the Transfer Agent shall
permit the Holder thereof to exchange such Transfer Restricted Security for
Certificated Preferred Stock that does not bear the legend set forth above and
rescind any restriction on the transfer of such Transfer Restricted Security, if
the Holder’s request for such exchange was made in reliance on Rule 144 or
another exemption from registration under the Securities Act and the Holder
certifies to that effect in writing to the Transfer Agent (such certification to
be in the form set forth in Exhibit C hereto).

       

      (viii) Cancelation
or Adjustment of Global Preferred Stock.  At such time as all
beneficial interests in Global Preferred Stock have either been exchanged for
Certificated Preferred Stock, converted or canceled, such Global Preferred Stock
shall be returned to DTC for cancelation or retained and canceled by the
Transfer Agent.  At any time prior to such cancelation, if any
beneficial interest in Global Preferred Stock is exchanged for Certificated
Preferred Stock, converted or canceled, the number of shares of Preferred Stock
represented by such Global Preferred Stock shall be reduced and an adjustment
shall be made on the books and records of the Transfer Agent with respect to
such Global Preferred Stock, by the Transfer Agent or DTC, to reflect such
reduction.

       

      (ix) Obligations
with Respect to Transfers and Exchanges of Preferred Stock.

       

      (1) To permit
registrations of transfers and exchanges, the Company shall execute and the
Transfer Agent shall authenticate Certificated Preferred Stock and Global
Preferred Stock as required pursuant to the provisions of this
paragraph 11(c).

       

      (2) All
Certificated Preferred Stock and Global Preferred Stock issued upon any
registration of transfer or exchange of Certificated Preferred Stock or Global
Preferred Stock shall be the valid obligations of the Company, entitled to the
same benefits under this Certificate of Designation as the Certificated
Preferred Stock or Global Preferred Stock surrendered upon such registration of
transfer or exchange.

       

      (3) Prior to
due presentment for registration of transfer of any shares of Preferred Stock,
the Transfer Agent and the Company may deem and treat the Person in whose name
such shares of Preferred Stock are registered as the absolute owner of such
Preferred Stock and neither the Transfer Agent nor the Company shall be affected
by notice to the contrary.

       

      (4) No
service charge shall be made to a Holder for any registration of transfer or
exchange upon surrender of any Preferred Stock certificate or Common Stock
certificate at the office of the Transfer Agent maintained for that
purpose.  However, the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Preferred Stock certificates or
Common Stock certificates.

       

      (5) Upon any
sale or transfer of shares of Preferred Stock (including any Preferred Stock
represented by a Global Preferred Stock Certificate) or of Certificated Common
Stock pursuant to an effective registration statement under the Securities Act
or pursuant to Rule 144 or another exemption from registration under the
Securities Act (and based upon an Opinion of Counsel reasonably satisfactory to
the Company if it so requests):

       

      (A) in the
case of any Certificated Preferred Stock or Certificated Common Stock, the
Company and the Transfer Agent shall permit the holder thereof to exchange such
Preferred Stock or Certificated Common Stock for Certificated Preferred Stock or
Certificated Common Stock, as the case may be, that does not bear a restrictive
legend and rescind any restriction on the transfer of such Preferred Stock or
Common Stock issuable in respect of the conversion of the Preferred Stock;
and

       

      (B) in the
case of any Global Preferred Stock, such Preferred Stock shall not be required
to bear the legend set forth in paragraph (c)(vii) above but shall continue
to be subject to the provisions of paragraph (c)(iv)  hereof; provided, however, that with
respect to any request for an exchange of Preferred Stock that is represented by
Global Preferred Stock for Certificated Preferred Stock that does not bear the
legend set forth in paragraph (c)(vii) above in connection with a sale or
transfer thereof pursuant to Rule 144 or another exemption from
registration under the Securities Act (and based upon an Opinion of Counsel if
the Company so requests), the Holder thereof shall certify in writing to the
Transfer Agent that such request is being made pursuant to such exemption (such
certification to be substantially in the form of Exhibit C
hereto).

       

      (x) No
Obligation of the Transfer Agent.

       

      (1) The
Transfer Agent shall have no responsibility or obligation to any beneficial
owner of  Global Preferred Stock, a member of, or a participant in DTC
or any other Person with respect to the accuracy of the records of DTC or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Preferred Stock or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than DTC) of any
notice or the payment of any amount, under or with respect to such Global
Preferred Stock.  All notices and communications to be given to the
Holders and all payments to be made to Holders under the Preferred Stock shall
be given or made only to the Holders (which shall be DTC or its nominee in the
case of the Global Preferred Stock).  The rights of beneficial owners
in any Global Preferred Stock shall be exercised only through DTC subject to the
applicable rules and procedures of DTC.  The Transfer Agent may rely
and shall be fully protected in relying upon information furnished by DTC with
respect to its members, participants and any beneficial owners.

       

      (2) The
Transfer Agent shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this
Certificate of Designation or under applicable law with respect to any transfer
of any interest in any Preferred Stock (including any transfers between or among
DTC participants, members or beneficial owners in any Global Preferred Stock)
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Certificate of Designation, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.

       

      (d) Replacement
Certificates.  If a mutilated Preferred Stock certificate is
surrendered to the Transfer Agent or if the Holder of a Preferred Stock
certificate claims that the Preferred Stock certificate has been lost, destroyed
or wrongfully taken, the Company shall issue and the Transfer Agent shall
countersign a replacement Preferred Stock certificate if the reasonable
requirements of the Transfer Agent and of Section 8-405 of the Uniform
Commercial Code as in effect in the State of Oklahoma are met.  If
required by the Transfer Agent or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Transfer Agent
to protect the Company and the Transfer Agent from any loss which either of them
may suffer if a Preferred Stock certificate is replaced.  The Company
and the Transfer Agent may charge the Holder for their expenses in replacing a
Preferred Stock certificate.

       

      (e) Temporary
Certificates.  Until definitive Preferred Stock certificates
are ready for delivery, the Company may prepare and the Transfer Agent shall
countersign temporary Preferred Stock certificates.  Temporary
Preferred Stock certificates shall be substantially in the form of definitive
Preferred Stock certificates but may have variations that the Company considers
appropriate for temporary Preferred Stock certificates.  Without
unreasonable delay, the Company shall prepare and the Transfer Agent shall
countersign definitive Preferred Stock certificates and deliver them in exchange
for temporary Preferred Stock certificates.

       

      (f) Cancelation.  (i) In
the event the Company shall purchase or otherwise acquire Certificated Preferred
Stock, the same shall thereupon be delivered to the Transfer Agent for
cancelation.

       

      (ii) At such
time as all beneficial interests in Global Preferred Stock have either been
exchanged for Certificated Preferred Stock, converted, repurchased or canceled,
such Global Preferred Stock shall thereupon be delivered to the Transfer Agent
for cancelation.

       

      (iii) The
Transfer Agent and no one else shall cancel and destroy all Preferred Stock
certificates surrendered for transfer, exchange, replacement or cancelation and
deliver a certificate of such destruction to the Company unless the Company
directs the Transfer Agent to deliver canceled Preferred Stock certificates to
the Company.  The Company may not issue new Preferred Stock
certificates to replace Preferred Stock certificates to the extent they evidence
Preferred Stock which the Company has purchased or otherwise
acquired.

       

      12. Additional Rights of
Holders.  In addition to the rights provided to Holders under
this Certificate of Designation, Holders shall have the rights set forth in the
Registration Rights Agreement.

       

      13. Other
Provisions.

       

      (a) With
respect to any notice to a holder of shares of Preferred Stock required to be
provided hereunder, neither failure to mail such notice, nor any defect therein
or in the mailing thereof, to any particular holder shall affect the sufficiency
of the notice or the validity of the proceedings referred to in such notice with
respect to the other holders or affect the legality or validity of any
distribution, rights, warrant, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon
any such action.  Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the holder receives the notice.

       

      (b) Shares of
Preferred Stock issued and reacquired will be retired and canceled promptly
after reacquisition thereof and, upon compliance with the applicable
requirements of Oklahoma law, have the status of authorized but unissued shares
of preferred stock of the Company undesignated as to series and may with any and
all other authorized but unissued shares of preferred stock of the Company be
designated or redesignated and issued or reissued, as the case may be, as part
of any series of preferred stock of the Corporation, except that any issuance or
reissuance of shares of Preferred Stock must be in compliance with this
Certificate of Designation.

       

      (c) The
shares of Preferred Stock shall be issuable only in whole shares.

       

      (d) All
notice periods referred to herein shall commence on the date of the mailing of
the applicable notice.

       

      IN
WITNESS WHEREOF, the Company has caused this certificate to be signed and
attested this 29th day of March, 2004.

       

      CHESAPEAKE
ENERGY CORPORATION

      


      


      


      By:           /s/ MARTHA A.
BURGER

      Martha A. Burger

      Treasurer & Sr. Vice
President

      Attest:   /s/ JENNIFER M.
GRIGSBY

      Jennifer M. Grigsby

      Assistant Treasurer & Corporate
Secretary

      


       

      

        

      

        
           1 Subject to removal upon registration
under the Securities Act of 1933 or otherwise when the security shall no longer
be a Transfer Restricted Security.

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      FORM OF
PREFERRED STOCK

       

      FACE OF
SECURITY

       

      [THE
SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), AND THIS SECURITY (AND THE COMMON STOCK INTO WHICH
THIS SECURITY IS CONVERTIBLE) MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR
THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND THE COMMON STOCK
INTO WHICH THIS SECURITY IS CONVERTIBLE) MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (1) IN THE UNITED STATES TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (3) TO THE COMPANY OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1)
THROUGH (4) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.  IN ANY CASE, THE HOLDER OF
THIS SECURITY WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THE SECURITY EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT.]1

       

      [UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]2

       

      [TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION
REFERRED TO BELOW.]2

       

      IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

      

        

      

       

        1 Subject
to removal upon registration under the Securities Act of 1933 or otherwise when
the security shall no longer be a Transfer Restricted
Security.

      

        
        2 Subject
to removal if not a global security.

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Certificate
Number                                                                                                                  Number of Shares of

                                                                                                                              Convertible Preferred
Stock

      [         ] [          ]

      


      CUSIP
NO.:  165167883

       

      4.125%
Cumulative Convertible Preferred Stock (par value $0.01)

       

      (liquidation
preference $1000 per share of Convertible Preferred Stock)

       

      of

       

      Chesapeake
Energy Corporation

       

      Chesapeake
Energy Corporation, an Oklahoma corporation (the “Company”), hereby certifies
that [___________] (the “Holder”) is the registered owner of [___________] fully
paid and non-assessable preferred securities of the Company designated the
4.125% Cumulative Convertible Preferred Stock (par value $0.01) (liquidation
preference $1000 per share of Preferred Stock) (the “Preferred
Stock”).  The shares of Preferred Stock are transferable on the books
and records of the Transfer Agent, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer.  The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Stock represented
hereby are issued and shall in all respects be subject to the provisions of the
Certificate of Designation dated March 29, 2004, as the same may be amended
from time to time (the “Certificate of Designation”).  Capitalized
terms used herein but not defined shall have the meaning given them in the
Certificate of Designation.  The Company will provide a copy of the
Certificate of Designation to a Holder without charge upon written request to
the Company at its principal place of business.

       

      Reference
is hereby made to select provisions of the Preferred Stock set forth on the
reverse hereof, and to the Certificate of Designation, which select provisions
and the Certificate of Designation shall for all purposes have the same effect
as if set forth at this place.

       

      Upon
receipt of this certificate, the Holder is bound by the Certificate of
Designation and is entitled to the benefits thereunder.

       

      Unless
the Transfer Agent’s Certificate of Authentication hereon has been properly
executed, these shares of Preferred Stock shall not be entitled to any benefit
under the Certificate of Designation or be valid or obligatory for any
purpose.

       


      
        
          
            


             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has executed this certificate this
[   ] day of [  ], 2004.

       

      CHESAPEAKE
ENERGY CORPORATION

      


      


      By:           

      Name:

      Title:

      


      


      By:           

      Name:

      Title:

      



      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      TRANSFER
AGENT’S CERTIFICATE OF AUTHENTICATION

       

      These are
shares of the Preferred Stock referred to in the within-mentioned Certificate of
Designation.

       

      Dated:
________, 2004

       

      UMB BANK,
N.A., as Transfer Agent,

      


      


      By:           

      Authorized
Signatory

      



      
        
          
            


             

          

        

        
           


          
            

          

        

        
           


        

      


      REVERSE
OF SECURITY

       

      Cash
dividends on each share of Preferred Stock shall be payable at a rate per annum
set forth in the face hereof or as provided in the Certificate of
Designation.

       

      The
shares of Preferred Stock shall be convertible into the Company’s Common Stock
in the manner and according to the terms set forth in the Certificate of
Designation.

       

      The
Company will furnish without charge to each holder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock and the qualifications, limitations or
restrictions of such preferences and/or rights.

       

      


       


      
        
          
            


          

           


        

        
           


          
            

          

        

        
           


        

      


      ASSIGNMENT

       

      FOR VALUE
RECEIVED, the undersigned assigns and transfers the shares of Preferred Stock
evidenced hereby
to:  _______________________________________________

       

      ______________________________________________________________________________

       

      ____________________________________________________________________________________________________________________________________________________________

       

      (Insert
assignee’s social security or tax identification number)

       

      ____________________________________________________________________________________________________________________________________________________________

       

      ______________________________________________________________________________

       

      (Insert
address and zip code of assignee)

       

      and
irrevocably
appoints:_________________________________________________________

       

      ______________________________________________________________________________

       

      ______________________________________________________________________________

       

      ______________________________________________________________________________

       

      agent to
transfer the shares of Preferred Stock evidenced hereby on the books of the
Transfer Agent.  The agent may substitute another to act for him or
her.

       

      Date:  ___________________

       

      Signature:  _____________________________

       

      (Sign
exactly as your name appears on the other side of this Preferred Stock
Certificate)

       

      Signature
Guarantee:3 ____________________

       

      


       

      

        

      

        
        3           (Signature
must be guaranteed by an "eligible guarantor institution" that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Transfer
Agent in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)

      


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      NOTICE OF
CONVERSION

       

      (To be
Executed by the Holder

       

      in order
to Convert the Preferred Stock)

       

      The
undersigned hereby irrevocably elects to convert (the “Conversion”) shares of
4.125% Cumulative Convertible Preferred Stock (the “Preferred Stock”),
represented by stock certificate
No(s).             (the
“Preferred Stock Certificates”) into shares of common stock (“Common Stock”) of
Chesapeake Energy Corporation (the “Company”) according to the conditions of the
Certificate of Designation of the Preferred Stock (the “Certificate of
Designation”), as of the date written below.  If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto and is delivering herewith
the Preferred Stock Certificates.  No fee will be charged to the
holder for any conversion, except for transfer taxes, if any.  A copy
of each Preferred Stock Certificate is attached hereto (or evidence of loss,
theft or destruction thereof).

       

      The
undersigned represents and warrants that all offers and sales by the undersigned
of the shares of Common Stock issuable to the undersigned upon conversion of the
Preferred Stock shall be made pursuant to registration of the Common Stock under
the Securities Act of 1933 (the “Act”), or pursuant to any exemption from
registration under the Act.

       

      Any
holder, upon the exercise of its conversion rights in accordance with the terms
of the Certificate of Designation and the Preferred Stock, agrees to be bound by
the terms of the Registration Rights Agreement.

       

      Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in or
pursuant to the Certificate of Designation.

       

      Date of
Conversion:                                                                                                           

       

      Applicable
Conversion
Price:                                                                                                           

       

      Number of
shares of Preferred Stock to be
Converted:                                                                                                                                

       

      Number of
shares of Common Stock to be Issued:
*                                                                                                                                

       

      Signature:                                                                                                           

       

      Name:                                                                                                           

       

      Address:**                                                                                                           

       

      Fax
No.:                                                                                                

       

      *The
Company is not required to issue shares of Common Stock until the original
Preferred Stock Certificate(s) (or evidence of loss, theft or destruction
thereof) to be converted are received by the Company or its Transfer
Agent.  The Company shall issue and deliver shares of Common Stock to
an overnight courier not later than three business days following receipt of the
original Preferred Stock Certificate(s) to be converted.

       

      **Address
where shares of Common Stock and any other payments or certificates shall be
sent by the Company.

       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

       

      REGISTRATION
OF TRANSFER OF PREFERRED STOCK

       

      
        	
                Re:

              	
                4.125%
      Cumulative Convertible Preferred Stock (the “Preferred Stock”) of
      Chesapeake Energy Corporation (the
“Company”)

              


      

       

      This
Certificate relates to ____ shares of Preferred Stock held in ⁪*/ book-entry or
⁪*/ definitive form by _______________ (the “Transferor”).

       

      The
Transferor*:

       

      
        	
                  

              	
                has
      requested the Transfer Agent by written order to deliver in exchange for
      its beneficial interest in the Preferred Stock held by the Depository
      shares of Preferred Stock in definitive, registered form equal to its
      beneficial interest in such Preferred Stock (or the portion thereof
      indicated above); or

              


      

       

      
        	
                  

              	
                has
      requested the Transfer Agent by written order to exchange or register the
      transfer of Preferred Stock.

              


      

       

      In
connection with such request and in respect of such Preferred Stock, the
Transferor does hereby certify that the Transferor is familiar with the
Certificate of Designation relating to the above-captioned Preferred Stock and
that the transfer of this Preferred Stock does not require registration under
the Securities Act of 1933 (the “Securities Act”) because */:

       

      
        	
                  

              	
                Such
      Preferred Stock is being acquired for the Transferor’s own account without
      transfer.

              


      

       

      
        	
                  

              	
                Such
      Preferred Stock is being transferred to the
  Company.

              


      

       

      
        	
                  

              	
                Such
      Preferred Stock is being transferred to a qualified institutional buyer
      (as defined in Rule 144A under the Securities Act), in reliance on
      Rule 144A.

              


      

       

      
        	
                  

              	
                Such
      Preferred Stock is being transferred in reliance on and in compliance with
      another exemption from the registration requirements of the Securities Act
      (and based on an Opinion of Counsel if the Company so
      requests).

              


      

       

      


      [INSERT
NAME OF TRANSFEROR]

      


      


      by:                 

      


      Date:                                           

       

      */           Please
check applicable box.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CERTIFICATE
OF ELIMINATION

      


      


      Chesapeake Energy Corporation (the
“Corporation”), a corporation organized and existing under the Oklahoma General
Corporation Act,

      


      DOES
HEREBY CERTIFY:

      


      FIRST:  That the
Corporation has acquired 45,000 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

      


      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

      


      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 45,000
shares, being the total number of the Acquired Shares retired by the Board of
Directors.  Accordingly, the number of authorized but undesignated
shares of preferred stock of the Company shall be increased by 45,000
shares.  The retired Acquired Shares have a par value of $.01 per
share and an aggregate par value of $450.00.

      


      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Executive Vice
President and Chief Financial Officer, and attested to by its Secretary, this
1st
day of July, 2005.

      


      
        
          	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Marcus
      C. Rowland	 
	 	 	Marcus
      C. Rowland	 
	 	 	Executive
      Vice President & Chief Financial Officer	 
	 	 	 	 


        



      
        
          	ATTEST:	 
	 	 	 
	
                  By:
      

                	/s/ Jennifer
      M. Grigsby	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


        

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 34,452 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 34,452
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 34,452 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$344.52.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
22nd
day of July, 2005.

       

       

      
        
          	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


        

      

       

      
        
          	ATTEST:	 
	 	 	 
	
                  By:
      

                	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


        

      

      


       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 41,765 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 41,765
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 41,765 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$417.65.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
15th
day of August, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 12,558 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 12,558
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 12,558 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$125.58.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
17th
day of August, 2005.

      


       

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          CERTIFICATE OF ELIMINATION

        

      

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 13,540 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 13,540
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 13,540 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$135.40.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
23rd
day of August, 2005.

      


       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 




        

      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 27,325 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 27,325
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 27,325 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$273.25.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
27th
day of September, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 4,035 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 4,035
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 4,035 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$40.35.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
30th
day of September, 2005.

      


       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 4,530 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 4,530
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 4,530 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$45.30.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
6th
day of October, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

    

    
      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 3,950 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 3,950
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 3,950 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$39.50.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
21st
day of October, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 29,285 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 29,285
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 29,285 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$292.85.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
14th
day of November, 2005.

      


      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 2,000 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 2,000
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 2,000 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$20.00.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
18th
day of November, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 




        

      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 1,750 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 1,750
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 1,750 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$17.50.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
20th
day of December, 2005.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 




        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 4,000 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 4,000
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 4,000 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$40.00.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
23rd
day of December, 2005.

      


      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 2,750 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 2,750
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 2,750 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$27.50.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
23rd
day of January, 2006.

      


      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 83,245 shares of its 4.125% Cumulative Convertible
Preferred Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 83,245
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 83,245 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$832.45.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Treasurer and
Senior Vice President-Human Resources, and attested to by its Secretary, this
2nd
day of June, 2006.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ MARTHA
      A. BURGER	 
	 	 	Martha
      A. Burger	 
	 	 	Treasurer
      & Senior Vice President - Human Resources	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	Jennifer
      M. Grigsby	 
	 	Secretary	 
	 	 	 




        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 3 shares of its 4.125% Cumulative Convertible Preferred
Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 3
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 3 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$.03.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Senior Vice
President, Treasurer and Corporate Secretary, and attested to by its Assistant
Secretary, this 30th day of
April, 2007.

       

      
         

        
          
            	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ JENNIFER
      M. GRIGSBY	 
	 	 	Jennifer
      M. Grigsby	 
	 	 	Senior
      Vice President, Treasurer & Corporate Secretary	 
	 	 	 	 


          

        

         

        
          
            	ATTEST:	 
	 	 	 
	
                    By:
      

                  	/s/ ANITA
      L. BRODRICK	 
	 	Anita
      L. Brodrick	 
	 	Assistant
      Secretary	 
	 	 	 




        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CERTIFICATE
OF ELIMINATION

       

      Chesapeake
Energy Corporation (the “Corporation”), a corporation organized and existing
under the Oklahoma General Corporation Act,

       

      DOES
HEREBY CERTIFY:

       

      FIRST:  That the
Corporation has acquired 3 shares of its 4.125% Cumulative Convertible Preferred
Stock, par value $.01 per share (the “Acquired Shares”).

       

      SECOND:  That the
Board of Directors of the Corporation has adopted resolutions retiring the
Acquired Shares.

       

      THIRD:  That the
Certificate of Designation for the 4.125% Cumulative Convertible Preferred Stock
(the “Certificate of Designation”) prohibits the reissuance of shares when so
retired and, pursuant to the provisions of Section 1078 of the Oklahoma General
Corporation Act, upon the date of the filing of this Certificate of Elimination,
the Certificate of Designation shall be amended so as to reduce the number of
authorized shares of the 4.125% Cumulative Convertible Preferred Stock by 3
shares, being the total number of the Acquired Shares retired by the Board of
Directors. Accordingly, the number of authorized but undesignated shares of
preferred stock of the Company shall be increased by 3 shares. The retired
Acquired Shares have a par value of $.01 per share and an aggregate par value of
$.03.

       

      IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its Senior Vice
President, Treasurer and Corporate Secretary, and attested to by its Assistant
Secretary, this 29th day of
May, 2008.

       

      
         

        
           

          
            
              	 	CHESAPEAKE ENERGY
      CORPORATION	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ JENNIFER
      M. GRIGSBY	 
	 	 	Jennifer
      M. Grigsby	 
	 	 	Senior
      Vice President, Treasurer & Corporate Secretary	 
	 	 	 	 


            

          

           

          
            
              	ATTEST:	 
	 	 	 
	
                      By:
      

                    	/s/ ANITA
      L. BRODRICK	 
	 	Anita
      L. Brodrick	 
	 	Assistant
      Secretary