TELIGENT, INC.

          CERTIFICATE OF DESIGNATION OF THE POWERS,
      PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
        AND OTHER SPECIAL RIGHTS OF 7-3/4% CUMULATIVE
               CONVERTIBLE PREFERRED STOCK AND
                 QUALIFICATIONS, LIMITATIONS
                   AND RESTRICTIONS THEREOF


                 7-3/4% Series A Convertible
                   Preferred Stock due 2014

          Teligent, Inc., a company organized and existing
under the General Corporation Law of the State of Delaware
(the "Company"), certifies that pursuant to the authority
contained in its Certificate of Incorporation (the
"Certificate of Incorporation") and its By-laws (the
"By-laws"), and in accordance with Section 151 of the General
Corporation Law of the State of Delaware, the board of
directors of the Company (the "Board of Directors") at a
meeting duly called and held on November 3, 1999, duly
approved and adopted the following resolution, which
resolution remains in full force and effect on the date
hereof:

          RESOLVED, that pursuant to the authority vested in
the Board of Directors by the Certificate of Incorporation
and By-laws, the Board of Directors does hereby create,
authorize and provide for the issue of a series of Preferred
Stock having the following designation, voting powers,
preferences and relative, participating, optional and other
special rights:

          Certain capitalized terms used herein are defined
in Section 16.

          1. Number and Designation. The Company shall have a
series of Preferred Stock, which shall be designated as its
7-3/4% Series A Convertible Preferred Stock due 2014 (the
"Series A Preferred Stock"), par value $0.01 per share, with
500,000 shares initially authorized and, subject to the
limitations set forth herein, such number of additional
shares as are authorized from time to time by resolution of
the Board of Directors for payment of dividends and other
payments (including Special Payments) on the Series A
Preferred Stock in accordance with, and subject to the
limitations set forth in, Section 11 hereof. Unless otherwise
specified, references herein to any "Section" refer to the
Section number specified in this Certificate of Designation.


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                                                            2

          2. Issuance. The Company may issue up to 500,000
shares of Series A Preferred Stock in accordance with the
Purchase Agreement, and may issue additional shares of Series
A Preferred Stock as dividends and other payments on the
Series A Preferred Stock as may be determined from time to
time by the Board of Directors (or any authorized committee
thereof) in accordance with Section 11.

          3. Registered Form; Liquidation Preference;
Registrar. Certificates for shares of Series A Preferred
Stock shall be issuable only in registered form and only with
an initial liquidation preference of $1,000 per share. The
Company shall serve as initial Registrar and Transfer Agent
(the "Registrar") for the Series A Preferred Stock.

          4. Registration; Transfer. Shares of the Series A
Preferred Stock have not been registered under the Securities
Act of 1933 (the "Securities Act") and may not be resold,
pledged or otherwise transferred prior to the date when they
may be resold pursuant to Rule 144 under the Securities Act
other than (i) to the Company, (ii) pursuant to an exemption
from registration under the Securities Act or (iii) pursuant
to an effective registration statement under the Securities
Act, in each case in accordance with any applicable
securities laws of any state of the United States. Until such
time as it is no longer required pursuant to the Securities
Act, certificates evidencing the Series A Preferred Stock
shall contain a legend (the "Restrictive Legend") evidencing
the foregoing restrictions in substantially the form set
forth on the form of Series A Preferred Stock attached hereto
as Exhibit A.

          5. Paying Agent and Conversion Agent. (a) The
Company shall maintain (i) an office or agency where shares
of Series A Preferred Stock may be presented for payment (the
"Paying Agent"), (ii) an office or agency where shares of
Series A Preferred Stock may be presented for conversion (the
"Conversion Agent"), and (iii) a Registrar, which shall be an
office or an agency where shares of Series A Preferred Stock
may be presented for transfer. The Company may appoint the
Registrar, the Paying Agent and the Conversion Agent and may
appoint one or more additional paying agents and one or more
additional conversion agents in such other locations as it
shall determine. The term "Paying Agent" includes any
additional paying agent, and the term "Conversion Agent"
includes any additional conversion agent. The Company may
change any Paying Agent or Conversion Agent without prior
notice to any holder. The Company shall notify the Registrar
of the name and address of any Paying


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                                                            3

Agent or Conversion Agent appointed by the Company. If the
Company fails to appoint or maintain another entity as Paying
Agent or Conversion Agent, the Registrar shall act as such.
Notwithstanding the foregoing, the Company or any of its
Affiliates may act as Paying Agent, Registrar, coregistrar or
Conversion Agent.

          (b) Neither the Company nor the Registrar shall be
required (A) to issue, countersign or register the transfer
of or exchange any share of Series A Preferred Stock during a
period beginning at the opening of business 15 days before
any Redemption Date (as defined under Section 10(d)) and
ending at the close of business on such Redemption Date or
(B) to register the transfer of or exchange any share of
Series A Preferred Stock so selected for redemption.

          (c) If shares of Series A Preferred Stock are
issued upon the transfer, exchange or replacement of shares
of Series A Preferred Stock bearing the Restricted Shares
Legend, or if a request is made to remove such Restricted
Shares Legend on shares of Series A Preferred Stock, the
shares of Series A Preferred Stock so issued shall bear the
Restricted Shares Legend, or the Restricted Shares Legend
shall not be removed, as the case may be, unless the holders
of such shares shall request such Legend be removed, and
outside counsel for such holders reasonably determines that
the transfer of such shares is no longer restricted by the
Securities Act and outside counsel for the Company reasonably
concurs in such determination.

          (d) Each holder of a share of Series A Preferred
Stock agrees to indemnify the Company and the Registrar
against any liability that may result from the transfer,
exchange or assignment by such holder of such holder's share
of Series A Preferred Stock in violation of any provision of
this Certificate of Designation and/or applicable Federal or
state securities law; provided, however, that such indemnity
shall not apply to acts of wilful misconduct or gross
negligence on the part of the Company or the Registrar, as
the case may be.

          (e) Payments (whether in cash or in shares of
Series A Preferred Stock) due on the shares of Series A
Preferred Stock shall be payable at the office or agency of
the Company maintained for such purpose in The City of New
York and at any other office or agency maintained by the
Company for such purpose. If any such payment is in cash, it
shall be payable by United States dollar check drawn on, or
wire transfer (provided that appropriate wire


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                                                            4

instructions have been received by the Registrar at least 15
days prior to the applicable date of payment) to a United
States dollar account maintained by the holder with, a bank
located in New York City; provided that at the option of the
Company payment of dividends in cash may be made by check
mailed to the address of the person entitled thereto as such
address shall appear in the Series A Preferred Share
Register.

          6. Dividend Rights. The Company shall pay, and the
holders of the shares of Series A Preferred Stock shall be
entitled to receive, cumulative dividends from the date of
initial issuance of such shares of Series A Preferred Stock
at a rate of 7-3/4% per annum on the amount of the then
effective Liquidation Preference of the shares of Series A
Preferred Stock. Dividends will be computed on the basis of a
360 day year of twelve 30 day months and, in accordance with
Section 11, will be payable by (A) cash, (B) delivery of
shares of Series A Preferred Stock, or (C) any combination of
the foregoing. Dividends will be payable quarterly in arrears
on February 28, May 31, August 31 and November 30 of each
year (each a "Dividend Payment Date"), commencing February
28, 2000, for so long as any shares of Series A Preferred
Stock are outstanding; provided, however, that if such date
is not a Business Day, then the Dividend Payment Date shall
be the next Business Day. The Company may elect not to
declare dividend payments on any Dividend Payment Date;
provided, however, that dividends on shares of the Series A
Preferred Stock will accrue whether or not the Company has
earnings or profits, whether or not there are funds legally
available for the payment of such dividends and whether or
not dividends are declared. Dividends, whether declared or
undeclared, will accumulate to the extent they are not paid
on the Dividend Payment Date for the period to which they
relate. The Company will take all actions required or
permitted under the General Corporation Law of the State of
Delaware to permit the payment of dividends on the shares of
Series A Preferred Stock. Arrearages of unpaid dividends,
whether declared or undeclared ("Accumulated Dividends"),
will not themselves bear interest but will be added to the
Liquidation Preference of the Series A Preferred Stock in
accordance with the following sentence, and dividends will
accrue thereafter on the full amount of the Liquidation
Preference as so increased. If any dividend payable on any
Dividend Payment Date is not declared and paid in full on
such Dividend Payment Date, the amount so payable, to the
extent not paid, shall be added to the then effective
Liquidation Preference on such Dividend Payment Date.


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                                                            5

          7. Payment of Dividend; Mechanics of Payment;
Dividend Rights Preserved. (a) Dividends on any share of
Series A Preferred Stock that are payable, and are punctually
paid or duly provided for, on any Dividend Payment Date shall
be paid in arrears to the person in whose name such share of
Series A Preferred Stock (or one or more predecessor shares
of Series A Preferred Stock) is registered at the close of
business on the next preceding February 15, May 15, August 15
and November 15 (each, together with any record date
established for the payment of Accumulated Dividends, a
"Dividend Record Date").

          (b) Unless full cumulative dividends on all
outstanding shares of Series A Preferred Stock for all past
dividend periods shall have been declared and paid, or
declared and a sufficient sum for the payment thereof set
apart, then:

          (i) no dividend (other than (A) with respect to
     Junior Shares or Parity Shares, a dividend payable
     solely in any Junior Shares or Parity Shares,
     respectively, or (B) with respect to Parity Shares, a
     partial dividend paid pro rata on such Parity Shares and
     the shares of Series A Preferred Stock) shall be
     declared or paid upon, or any sum set apart for the
     payment of dividends upon, any Junior Shares or Parity
     Shares, respectively;

          (ii) no other distribution shall be declared or
     made upon, or any sum set apart for the payment of any
     distribution upon, any Junior Shares or Parity Shares,
     other than a distribution consisting solely of Junior
     Shares or Parity Shares, respectively;

          (iii) no Junior Shares or Parity Shares or any
     warrants, rights, calls or options (other than any
     cashless exercises of options or buybacks of options or
     restricted stock from present or former employees,
     directors or consultants) exercisable for or convertible
     into any Parity Share or Junior Share shall be
     purchased, redeemed or otherwise acquired (other than in
     exchange for other Junior Shares or Parity Shares,
     respectively and other than any conversion of Class B
     Common Stock of the Company into Class A Common Stock of
     the Company) by the Company or any of its subsidiaries;
     and

          (iv) no monies shall be paid into or set apart or
     made available for a sinking or other like fund for the
     purchase, redemption or other acquisition of any Junior


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                                                            6

     Shares or Parity Shares or any warrants, rights, calls
     or options exercisable for or convertible into any
     Parity Shares or Junior Shares by the Company or any of
     its subsidiaries (other than any cashless exercises of
     options or option buybacks).

          Except as provided in Section 13, holders of Series
A Preferred Stock will not be entitled to any dividends,
whether payable in cash, property or stock, in excess of the
full cumulative dividends as herein described.

          (c) The Company will notify the Registrar and make
a public announcement no later than the close of business on
the tenth Business Day prior to the Record Date for each
dividend as to whether it will pay such dividend and, if so,
the form of consideration it will use to make such payment.

          (d) Any Accumulated Dividends on any share of
Series A Preferred Stock may be paid, subject to Section 11,
by the Company in any lawful manner (which shall include the
establishment of a record date not more than 45 days prior to
the payment thereof) not inconsistent with the requirements
of any national stock exchange or Commission recognized
trading market on which the shares of Series A Preferred
Stock may be listed or admitted to trading, and upon such
notice (which shall precede the record date by at least ten
Business Days) as may be required by such exchange or trading
market, if, after notice given by the Company to the
Registrar of the proposed payment pursuant to this clause
(d), such manner of payment shall be deemed practicable by
the Registrar. Each payment of Accumulated Dividends made in
compliance with Section 11 shall automatically reduce the
then-effective Liquidation Preference by an amount equal to
such payment; provided, however, that the Liquidation
Preference shall not be reduced below $1,000 per share.

          (e) Subject to the foregoing provisions of this
Section 7, each share of Series A Preferred Stock delivered
under this Certificate of Designation upon registration of
transfer of or in exchange for or in lieu of any other share
of Series A Preferred Stock shall carry the rights to
dividends accumulated and unpaid, and to accrue, that were
carried by such other shares of Series A Preferred Stock.

          (f) The holder of record of a share of Series A
Preferred Stock at the close of business on a Dividend Record
Date with respect to the payment of dividends on the shares
of Series A Preferred Stock will be entitled to


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                                                            7

receive such dividends with respect to such share of Series A
Preferred Stock on the corresponding Dividend Payment Date,
notwithstanding the conversion of such share after such
Dividend Record Date and prior to such Dividend Payment Date.

          8. Voting Rights. (a) The holders of record of
shares of Series A Preferred Stock shall not be entitled to
any voting rights except as hereinafter provided in this
Section 8 or as otherwise provided by law.

          (b) The holders of record of shares of Series A
Preferred Stock shall be entitled to vote on all matters that
the holders of the Company's Common Stock are entitled to
vote upon.

          (c) In addition to the voting rights set forth
above, the approval of the holders of at least a majority of
the then Outstanding shares of Series A Preferred Stock
voting or consenting, as the case may be, as one class, will
be required for the Company to:

          (i) amend the Certificate of Incorporation, this
     Certificate of Designation or the By-Laws so as to (A)
     affect adversely the rights, preferences (including,
     without limitation, liquidation preferences, conversion
     price, dividend rate and Optional Redemption
     provisions), privileges or voting rights of holders of
     the shares of Series A Preferred Stock, or (B) increase
     or decrease the number of authorized shares of Series A
     Preferred Stock;

          (ii) in a single transaction or series of related
     transactions, consolidate or merge with or into, or
     sell, assign, transfer, lease, convey or otherwise
     dispose of all or substantially all of its assets to,
     any person or adopt a plan of liquidation, except as
     expressly provided in Section 14;

          (iii) enter into, or permit any of its subsidiaries
     to enter into, any agreement that would impose material
     restrictions on the Company's ability to honor the
     exercise of any rights of the holders of the Series A
     Preferred Stock;

          (iv) authorize or create, modify the terms of or
     increase the authorized amount of any Senior Shares;

          (v) issue any shares of Series A Preferred Stock
     other than (a) pursuant to the terms of the Purchase


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                                                            8

     Agreement as in effect on the Closing Date, and (b)
     shares issued in payment of dividends on the Series A
     Preferred Stock as contemplated in Section 6, Section 7
     or Section 13 hereof;

          (vi) commence or effect any tender or exchange
     offer made by the Company or any Subsidiary for all or
     any portion of the Common Stock; or

          (vii) issue shares of Parity Stock in excess of
     $500,000,000 liquidation preference at the time of
     issuance;

provided, that so long as DB Capital Investors, L.P. ("DB")
or any Affiliate transferee of DB holds shares of Series A
Preferred Stock, DB or such transferee shall not vote any of
such shares with respect to transactions described in clauses
(c)(ii), (c)(iii) and (c)(vi) above until such time as the
Financial Services Modernization Act of 1999 becomes
effective or legal restrictions with respect to the voting by
a bank with respect to such transactions are otherwise
removed;

provided, further, that so long as Chase Equity Associates,
L.P. ("Chase") or any Affiliate transferee of Chase holds
shares of Series A Preferred Stock, then Chase or such
transferee shall not vote any of such shares with respect to
transactions described in clauses (c)(ii), (c)(iii) and
(c)(vi) above until such time as the Financial Services
Modernization Act of 1999 becomes effective or legal
restrictions with respect to the voting by a bank with
respect to such transactions are otherwise removed.

          (d) For so long as members of the HMTF Group own
(x) at least 100 shares of Series A Preferred Stock and (y)
any combination of the shares of Series A Preferred Stock
issued to members of the HMTF Group on the Closing Date under
the Purchase Agreement (the "HMTF Issued Series A Preferred
Shares") and shares of Common Stock issued upon conversion of
HMTF Issued Series A Preferred Shares which, taken together,
would represent (if all HMTF Issued Series A Preferred Shares
were converted) an amount of Common Stock issuable upon
conversion of 50% or more of the HMTF Issued Series A
Preferred Shares, the HMTF Holders, voting as a single class,
shall be entitled to elect one director to serve on the Board
of Directors at any annual meeting of stockholders or special
meeting held in place thereof, or at a special meeting of the
HMTF Holders called as hereinafter provided. At any time
after voting power to elect such director shall have become
vested and be continuing in the


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                                                            9

HMTF Holders pursuant to this paragraph, or if a vacancy
shall exist in the office of a director elected by the HMTF
Holders at a time when the HMTF Holders are entitled to elect
a director pursuant to this paragraph, a proper officer of
the Company may, and upon the written request of the holders
of record of at least twenty-five percent (25%) of the HMTF
Issued Series A Preferred Shares held by the HMTF Holders
then outstanding addressed to the Secretary of the Company
shall, call a special meeting of the HMTF Holders for the
purpose of electing the director that such holders are
entitled to elect. If such meeting shall not be called by a
proper officer of the Company within twenty (20) days after
personal service of said written request upon the Secretary
of the Company, or within twenty (20) days after mailing the
same within the United States by certified mail, addressed to
the Secretary of the Company at its principal executive
offices, then the holders of at least twenty-five percent
(25%) of the HMTF Issued Series A Preferred Shares held by
the HMTF Holders may designate in writing one of their number
to call such meeting at the expense of the Company, and such
meeting may be called by the person so designated upon the
notice required for the annual meeting of stockholders of the
Company and shall be held at the place for holding the annual
meetings of stockholders. As used herein, (i) "HMTF Group"
means Hicks, Muse, Tate & Furst Incorporated, a Texas
corporation, and its Affiliates and their respective
officers, directors, partners, members, stockholders and
employees (and members of their respective families and
trusts for the primary benefit of such family members) and
HM4 Teligent Qualified Fund, LLC; HM4 Teligent Private Fund,
LLC; HM PG-IV Teligent, LLC; HM 4-SBS Teligent Coinvestors,
LLC, HM 4-EQ Teligent Coinvestors, LLC and HM NE Teligent,
LLC and their respective Affiliates; provided, however, that
(1) HM4 Teligent Qualified Fund, LLC shall only constitute a
member of the HMTF Group for so long as it is controlled by
HMTF Equity Fund IV (1999), L.P. or another member of the
HMTF Group, (2) HM4 Teligent Private Fund, LLC shall only
constitute a member of the HMTF Group for so long as it is
controlled by HMTF Private Equity Fund IV (1999), L.P. or
another member of the HMTF Group, (3) HM PG-IV Teligent, LLC
shall only constitute a member of the HMTF Group for so long
as it is controlled by Hicks, Muse PG-IV (1999), C.V. or
another member of the HMTF Group, (4) HM 4- SBS Teligent
Coinvestors, LLC shall only constitute a member of the HMTF
Group for so long as it is controlled by HM 4- SBS (1999)
Coinvestors, L.P. or another member of the HMTF Group, (5) HM
4-EQ Teligent Coinvestors, LLC shall only constitute a member
of the HMTF Group for so long as it is controlled by HM 4-EQ
(1999) Coinvestors, L.P. or another member of the HMTF Group
and (6) HM NE Teligent, LLC shall


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                                                           10

only constitute a member of the HMTF Group for so long as it
is controlled by HM New Economy, L.P. or another member of
the HMTF Group and (ii) "HMTF Holders" means members of the
HMTF Group that are the holders of all or a portion of the
HMTF Issued Series A Preferred Shares or the Common Stock
into which such HMTF Issued Series A Preferred Shares are
converted. Any action permitted or required to be taken by
the HMTF Holders pursuant to this Section 8(d) may be taken
(1) at any annual or special meeting of stockholders or at a
special meeting of the HMTF Holders, or (2) without a
meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so
taken, shall be signed by the HMTF Holders having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all
shares held by the HMTF Holders entitled to vote thereon were
present and voted and shall be delivered to the Company by
delivery to its address listed in Section 8.2 of the Purchase
Agreement.

          (e) In exercising the voting rights set forth in
Section 8(b), each share of Series A Preferred Stock shall be
entitled to vote on an as-converted basis with the holders of
the Company's Common Stock. In exercising the voting rights
set forth in Section 8(d), each HMTF Issued Series A
Preferred Share held by a member of the HMTF Group shall be
entitled to vote on an as-converted basis with the other HMTF
Issued Series A Preferred Shares and shares of Common Stock
held by members of the HMTF Group and into which HMTF Issued
Series A Preferred Shares have been converted, voting as a
single class. In exercising the other voting rights set forth
in this Section 8, each share of Series A Preferred Stock
entitled to vote shall have one vote per share, except that
when any other series of preferred stock shall have the right
to vote with the Series A Preferred Stock as a single class
on any matter, then the Series A Preferred Stock and such
other series of preferred stock shall have with respect to
such matters one vote per $1,000 of the aggregate liquidation
preference of all shares of Series A Preferred Stock and all
shares of such other series of preferred stock. Except as
otherwise required by applicable law or as set forth herein,
the shares of Series A Preferred Stock shall not have any
relative, partici pating, optional or other special voting
rights and powers and the consent of the holders thereof
shall not be required for the taking of any corporate action.

          9. Ranking. (a) The shares of Series A Preferred
Stock will, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, rank


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                                                           11

(i) senior to all shares of Common Stock (whether issued in
one or more classes) and to each other class of capital stock
or series of Preferred Stock of the Company, the terms of
which do not expressly provide that it ranks senior to or on
a parity with the shares of Series A Preferred Stock as to
dividend rights and rights on liquidation, winding-up and
dissolution of the Company (collectively referred to,
together with all shares of Common Stock (whether issued in
one or more classes) of the Company, as "Junior Shares");
(ii) on a parity with additional shares of Series A Preferred
Stock issued by the Company and each other class of capital
stock or series of Preferred Stock of the Company issued by
the Company in compliance with Section 8, the terms of which
expressly provide that such class or series will rank on a
parity with the shares of Series A Preferred Stock as to
dividend rights and rights on liquidation, winding-up and
dissolution of the Company (collectively referred to as
"Parity Shares"); and (iii) junior to each class of capital
stock or series of Preferred Stock of the Company issued by
the Company in compliance with Section 8, the terms of which
expressly provide that such class or series will rank senior
to the shares of Series A Preferred Stock as to dividend
rights and rights upon liquidation, winding-up and
dissolution of the Company (collectively referred to as
"Senior Shares").

          (b) No dividend whatsoever shall be declared or
paid upon, or any sum set apart for the payment of dividends
upon, any outstanding shares of Series A 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 dividends, upon all outstanding Senior Shares.

          (c) In the event of any liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary,
the holders of the shares of Series A Preferred Stock then
Outstanding shall be entitled to receive, prior and in
preference to any distribution of any of the assets of the
Company to the holders of shares of Common Stock or Junior
Shares by reason of their ownership thereof, an amount equal
to the then effective Liquidation Preference, plus an amount
equal to all dividends accrued and unpaid thereon from the
last Dividend Payment Date to the date fixed for liquidation,
dissolution or winding-up. If upon the occurrence of such
event the assets of the Company shall be insufficient to
permit the payment to such holders of the full preferential
amount and all liquidating payments on all Parity Securities,
the entire assets of the Company legally available for
distribution shall be distributed among the


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                                                           12

holders of the shares of Series A Preferred Stock and the
holders of all Parity Shares ratably in accordance with the
respective amounts that would be payable on such shares of
Series A Preferred Stock and any such Parity Securities if
all amounts payable thereon were paid in full. After payment
of the full preferential amount (and, if applicable, an
amount equal to a pro rata dividend to the holders of
Outstanding shares of Series A Preferred Stock), such holders
shall not be entitled to any further participation in any
distribution of assets of the Company.

          10. Redemption. (a) The shares of Series A
Preferred Stock may be redeemed at any time commencing on or
after November 30, 2004 (or earlier, in accordance with the
provisions of Section 13(e) if a Change of Control Date shall
have occurred, but only as to shares of Series A Preferred
Stock with respect to which the Remarketing Option has been
elected), in whole or from time to time in part, at the
election of the Company (an "Optional Redemption"), at a
redemption price (the "Redemption Price") payable in cash
equal to 100% (or, in the case of shares of Series A
Preferred Stock with respect to which the Remarketing Option
has been elected, if the Change of Control Date occurs prior
to November 30, 2004, 101%) of the then effective Liquidation
Preference plus accrued and unpaid dividends thereon from the
last Dividend Payment Date to the date of redemption (the
"Optional Redemption Date").

          (b) Shares of Series A Preferred Stock (if not
earlier redeemed or converted) shall be mandatorily redeemed
by the Company on November 30, 2014 (the "Mandatory
Redemption Date"; provided, however, that if such date is not
a Business Day, then the Mandatory Redemption Date shall be
the next Business Day), at a Redemption Price per share in
cash equal to the then effective Liquidation Preference, plus
accrued and unpaid dividends thereon from the last Dividend
Payment Date to the Mandatory Redemption Date.

          (c) In the event of a redemption of fewer than all
the shares of Series A Preferred Stock, the shares of Series
A Preferred Stock will be chosen for redemption by the
Registrar from the Outstanding shares of Series A Preferred
Stock not previously called for redemption, pro rata or by
lot or by such other method as the Registrar shall deem fair
and appropriate; provided, that the Company may redeem (an
"Odd-lot Redemption") all shares held by holders of fewer
than 100 shares of Series A Preferred Stock (or by holders
that would hold fewer than 100 shares of Series A Preferred
Stock following such redemption) prior to its redemption of
other shares of Series A Preferred Stock;


<PAGE>


                                                           13

provided, further, that the Company may not redeem a portion
of any share without redeeming the entire share. If fewer
than all the shares of Series A Preferred Stock represented
by any share certificate are so to be redeemed, (i) the
Company shall issue a new certificate for the shares not
redeemed and (ii) if any shares represented thereby are
converted before termination of the conversion right with
respect to such shares, such converted shares shall be deemed
(so far as may be) to be the shares represented by such share
certificate that was selected for redemption. Shares of
Series A Preferred Stock that have been converted during a
selection of shares of Series A Preferred Stock to be
redeemed shall be treated by the Registrar as outstanding for
the purpose of such selection but not for the purpose of the
payment of the Redemption Price.

          (d) In the event the Company elects to effect an
Optional Redemption, the Company shall (i) make a public
announcement of the redemption and (ii) give a redemption
notice (the "Redemption Notice") to the holders not fewer
than 30 days nor more than 60 days before the redemption date
(the "Redemption Date"). Whenever a Redemption Notice is
required to be delivered to the holders, such notice shall
provide the information set forth below and be given by first
class mail, postage prepaid to each holder of shares of
Series A Preferred Stock to be redeemed, at such holder's
address appearing in the Series A Preferred Share Register.
All Redemption Notices shall identify the shares of Series A
Preferred Stock to be redeemed (including CUSIP number) and
shall state:

          (i) the Redemption Date;

          (ii) the applicable Redemption Price;

          (iii) if fewer than all the outstanding shares of
     Series A Preferred Stock are to be redeemed, the
     identification (and, in the case of partial redemption,
     the certificate number, the total number of shares
     represented thereby and the number of such shares being
     redeemed on the Redemption Date) of the particular
     shares of Series A Preferred Stock to be redeemed;

          (iv) that on the Redemption Date the Redemption
     Price, together with all accrued and unpaid dividends
     from the last Dividend Payment Date to the Redemption
     Date, will become due and payable upon each such share
     of Series A Preferred Stock to be redeemed and that
     dividends thereon will cease to accrue on and after said
     date;


<PAGE>


                                                           14

          (v) the conversion price (and, if applicable, the
     amount of cash payable on conversion pursuant to Section
     12(d)(xii)), the date on which the right to convert
     shares of Series A Preferred Stock to be redeemed will
     terminate and the place or places where such shares of
     Series A Preferred Stock may be surrendered for
     conversion; and

          (vi) the place or places where such shares of
     Series A Preferred Stock are to be surrendered for
     payment of the Redemption Price and the other amounts
     which are then payable.

          The Redemption Notice shall be given by the Company
or, at the Company's request, by the Registrar in the name
and at the expense of the Company; provided that if the
Company so requests, it shall provide the Registrar adequate
time, as reasonably determined by the Registrar, to deliver
such notices in a timely fashion.

          (e) Prior to any Redemption Date, the Company shall
deposit with the Registrar or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold
in trust) an amount of consideration sufficient to pay the
Redemption Price of all the shares of Series A Preferred
Stock that are to be redeemed on that date plus all accrued
and unpaid dividends thereon from the last Dividend Payment
Date to the Redemption Date. If any share of Series A
Preferred Stock called for redemption is converted, any
consideration deposited with the Registrar or with any Paying
Agent or so segregated and held in trust for the redemption
of such share of Series A Preferred Stock shall be paid or
delivered to the Company upon Company Order or, if then held
by the Company, shall be discharged from such trust.

          (f) Notice of redemption having been given as
aforesaid, the shares of Series A Preferred Stock so to be
redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified plus all
accrued and unpaid dividends thereon from the last Dividend
Payment Date to the Redemption Date, and from and after such
date (unless the Company shall default in the payment of the
Redemption Price and accrued but unpaid dividends) dividends
on such shares of Series A Preferred Stock shall cease to
accrue and such shares shall cease to be convertible into
shares of Common Stock. Upon surrender of any such shares of
Series A Preferred Stock for redemption in accordance with
said notice, such shares of Series A Preferred Stock shall be
redeemed by the Company at the applicable


<PAGE>


                                                           15

Redemption Price, together with all accrued and unpaid
dividends thereon from the last Dividend Payment Date to the
Redemption Date. If any share of Series A Preferred Stock
called for redemption shall not be so paid upon surrender
thereof for redemption, the Redemption Price thereof, and all
accrued and unpaid dividends thereon from the last Dividend
Payment Date to the Redemption Date, shall, until paid, bear
interest from the Redemption Date at the dividend rate
payable on the shares of Series A Preferred Stock.

          (h) Any certificate that represents more than one
share of Series A Preferred Stock and is to be redeemed only
in part shall be surrendered at any office or agency of the
Company designated for that purpose (with, if the Company or
the Registrar so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company
and the Registrar duly executed by, the holder thereof or his
attorney duly authorized in writing), and the Company shall
execute, and the Registrar shall countersign and deliver to
the holder of such share of Series A Preferred Stock without
service charge, a new Series A Preferred Stock certificate or
certificates, representing any number of shares of Series A
Preferred Stock as requested by such holder, in aggregate
amount equal to and in exchange for the number of shares not
redeemed and represented by the Series A Preferred Stock
certificate so surrendered.

          (i) If a share of Series A Preferred Stock is
redeemed subsequent to a Dividend Record Date with respect to
any Dividend Payment Date and on or prior to such Dividend
Payment Date, then any Accumulated Dividends will be paid to
the person in whose name such share of Series A Preferred
Stock is registered at the close of business on such Dividend
Record Date.

          11. Method of Payments. (a) The Company shall make
any dividend payments with respect to any period (i) prior to
November 30, 2004, by delivery of shares of Series A
Preferred Stock and (ii) after November 30, 2004, at the
election of the Company (x) in cash, (y) by delivery of
shares of Series A Preferred Stock or (z) through any
combination of the foregoing.

          (b) No fractional shares of Series A Preferred
Stock will be delivered to the holders, but the Company will
instead pay a cash adjustment to each holder that would
otherwise be entitled to a fraction of a share of such Series
A Preferred Stock. The amount of such cash adjustment will be
determined based on the then effective Liquidation
Preference.


<PAGE>


                                                           16

          (c) Any portion of any payment on or in respect of
the shares of Series A Preferred Stock in satisfaction of the
Accumulated Dividends will be paid in additional shares of
Series A Preferred Stock.

          12. Conversion. (a) Subject to and upon compliance
with the provisions of this Certificate of Designation, at
the option of the holder thereof, any share of Series A
Preferred Stock may be converted at any time into a number of
fully paid and nonassessable shares of Common Stock
(calculated as to each conversion to the nearest 1/100 of a
share) equal to the then effective Liquidation Preference
thereof plus accrued and unpaid dividends to the date of
conversion divided by the Conversion Price in effect at the
time of conversion. Such conversion right shall expire at the
close of business on the Business Day next preceding the
Mandatory Redemption Date. In case a share of Series A
Preferred Stock is called for redemption, such conversion
right in respect of the share so called shall expire at the
close of business on the Business Day next preceding the
Redemption Date, unless the Company defaults in making the
payment due upon redemption.

          The Conversion Price shall be initially $57.50 per
share of Common Stock. The Conversion Price shall be adjusted
in certain instances as provided in Section 12(d) and Section
12(e).

          (b) In order to exercise the conversion privilege,
the holder of any share of Series A Preferred Stock to be
converted shall surrender the certificate for such share,
duly endorsed or assigned to the Company or in blank, at any
office or agency of the Company maintained for that purpose,
accompanied by written notice to the Company at such office
or agency that the holder elects to convert such share or, if
fewer than all the shares of Series A Preferred Stock
represented by a single share certificate are to be
converted, the number of shares represented thereby to be
converted.

          Shares of Series A Preferred Stock shall be deemed
to have been converted immediately prior to the close of
business on the day of surrender of such shares for
conversion in accordance with the foregoing provisions, and
at such time the rights of the holders of such shares as
holders shall cease, and the person or persons entitled to
receive the shares of Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or
holders of such shares of Common Stock at such time. As
promptly as practicable on or after the conversion date, the


<PAGE>


                                                           17

Company shall issue and shall deliver at such office or
agency a certificate or certificates for the number of full
shares of Common Stock issuable upon conversion, together
with payment in lieu of any fraction of a share, as provided
in Section 12(c).

          In the case of any conversion of fewer than all the
shares of Series A Preferred Stock evidenced by a
certificate, upon such conversion the Company shall execute
and the Registrar shall countersign and deliver to the holder
thereof, at the expense of the Company, a new certificate or
certificates representing the number of unconverted shares of
Series A Preferred Stock.

          (c) No fractional shares of Common Stock shall be
issued upon the conversion of a share of Series A Preferred
Stock. If more than one share of Series A Preferred Stock
shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock which shall
be issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of Series A Preferred
Stock so surrendered. Instead of any fractional shares of
Common Stock which would otherwise be issuable upon
conversion of any share of Series A Preferred Stock, the
Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of the
closing price (as defined in Section 12(d)(vii)) per Common
Share at the close of business on the Business Day prior to
the day of conversion.

          (d) The Conversion Price shall be adjusted from
time to time by the Company as follows:

          (i) If the Company shall hereafter pay a dividend
     or make a distribution to all holders of the outstanding
     shares of Common Stock in shares of Common Stock, the
     Conversion Price in effect at the opening of business on
     the date following the date fixed for the determination
     of shareholders entitled to receive such dividend or
     other distribution shall be reduced by multiplying such
     Conversion Price by a fraction of that the numerator
     shall be the number of shares of Common Stock
     outstanding at the close of business on the Common Stock
     Record Date (as defined in Section 12(d)(vii)) fixed for
     such determination and the denominator shall be the sum
     of such number of shares and the total number of shares
     constituting such dividend or other distribution, such
     reduction to become effective immediately after the
     opening of business on the day following the Common
     Stock Record


<PAGE>


                                                           18

     Date. If any dividend or distribution of the type
     described in this Section 12(d)(i) is declared but not
     so paid or made, the Conversion Price shall again be
     adjusted to the Conversion Price which would then be in
     effect if such dividend or distribution had not been
     declared.

          (ii) If the Company shall offer or issue rights or
     warrants to all holders of its outstanding shares of
     Common Stock entitling them to subscribe for or purchase
     shares of Common Stock at a price per share less than
     the Current Market Price (as defined in Section
     12(d)(vii)) on the Common Stock Record Date fixed for
     the determination of shareholders entitled to receive
     such rights or warrants, the Conversion Price shall be
     adjusted so that the same shall equal the price
     determined by multiplying the Conversion Price in effect
     at the opening of business on the date after such Common
     Stock Record Date by a fraction of which the numerator
     shall be the number of shares of Common Stock
     outstanding at the close of business on the Common Stock
     Record Date plus the number of shares of Common Stock
     which the aggregate offering price of the total number
     of shares of Common Stock subject to such rights or
     warrants would purchase at such Current Market Price and
     of which the denominator shall be the number of shares
     of Common Stock outstanding at the close of business on
     the Common Stock Record Date plus the total number of
     additional shares of Common Stock subject to such rights
     or warrants for subscription or purchase. Such
     adjustment shall become effective immediately after the
     opening of business on the day following the Common
     Stock Record Date fixed for determination of
     shareholders entitled to purchase or receive such rights
     or warrants. To the extent that shares of Common Stock
     are not delivered pursuant to such rights or warrants,
     upon the expiration or termination of such rights or
     warrants the Conversion Price shall again be adjusted to
     be the Conversion Price which would then be in effect
     had the adjustments made upon the issuance of such
     rights or warrants been made on the basis of delivery of
     only the number of shares of Common Stock actually
     delivered. If such rights or warrants are not so issued,
     the Conversion Price shall again be adjusted to be the
     Conversion Price which would then be in effect if such
     date fixed for the determination of shareholders
     entitled to receive such rights or warrants had not been
     fixed. In determining whether any rights or warrants
     entitle the holders to subscribe for or purchase shares
     of Common


<PAGE>


                                                           19

     Stock at less than such Current Market Price, and in
     determining the aggregate offering price of such shares
     of Common Stock, there shall be taken into account (x)
     any consideration received for such rights or warrants,
     with the value of such consideration and the amount of
     such exercise or subscription price, if other than cash,
     to be determined by the Board of Directors and (y) the
     amount of any exercise price or subscription price
     required to be paid upon exercise of such warrants or
     rights.

          (iii) If the outstanding shares of Common Stock
     shall be subdivided into a greater number of shares of
     Common Stock, the Conversion Price in effect at the
     opening of business on the day following the day upon
     which such subdivision becomes effective shall be
     proportionately reduced, and, conversely, if the
     outstanding shares of Common Stock shall be combined
     into a smaller number of shares of Common Stock, the
     Conversion Price in effect at the opening of business on
     the day following the day upon which such combina tion
     becomes effective shall be proportionately increased,
     such reduction or increase, as the case may be, to
     become effective immediately after the opening of
     business on the day following the day upon which such
     subdivision or combination becomes effective.

          (iv) If the Company shall, by dividend or other
     wise, distribute to all holders of its shares of Common
     Stock any class of capital stock of the Company (other
     than any dividends or distributions to which Section
     12(d)(i) applies) or evidences of its indebt edness,
     cash or other assets (including securities, but
     excluding any rights or warrants of a type referred to
     in Section 12(d)(ii) and dividends and distributions
     paid exclusively in cash and excluding any capital
     stock, evidences of indebtedness, cash or assets
     distributed upon a merger or consolidation to which
     Section 12(e) applies) (the foregoing hereinafter in
     this Section 12(d)(iv) called the "Distributed
     Securities"), then, in each such case, the Conversion
     Price shall be reduced so that the same shall be equal
     to the price determined by multiplying the Conversion
     Price in effect immediately prior to the close of
     business on the Common Stock Record Date (as defined in
     Section 12(d)(vii)) with respect to such distribution by
     a fraction of which the numerator shall be the Current
     Market Price (determined as provided in Section
     12(d)(vii)) on such date less the fair market value (as
     determined by the Board of Directors, whose


<PAGE>


                                                           20

     good faith determination shall be conclusive and
     described in a resolution of the Board of Directors) on
     such date of the portion of the Distributed Securities
     so distributed applicable to one share of Common Stock
     and the denominator shall be such Current Market Price,
     such reduction to become effective immediately prior to
     the opening of business on the day following the Common
     Stock Record Date; provided, however, that, in the event
     the then fair market value (as so determined) of the
     portion of the Distributed Securities so distrib uted
     applicable to one share of Common Stock is equal to or
     greater than the Current Market Price on the Common
     Stock Record Date, in lieu of the foregoing adjustment,
     adequate provision shall be made so that each holder of
     shares of Series A Preferred Stock shall have the right
     to receive upon conversion of a share of Series A
     Preferred Stock (or any portion thereof) the amount of
     Distributed Securities such holder would have received
     had such holder converted such share of Series A
     Preferred Stock (or portion thereof) immediately prior
     to such Common Stock Record Date. If such dividend or
     distribution is not so paid or made, the Conversion
     Price shall again be adjusted to be the Conversion Price
     which would then be in effect if such dividend or
     distribution had not been declared. If the Board of
     Directors determines the fair market value of any
     distribution for purposes of this Section 12(d)(iv) by
     reference to the actual or when issued trading market
     for any securities constituting all or part of such
     distribution, it must in doing so consider the prices in
     such market over the same period used in computing the
     Current Market Price pursuant to Section 12(d)(vii) to
     the extent possible.

          Rights or warrants distributed by the Company to
     all holders of shares of Common Stock entitling the
     holders thereof to subscribe for or purchase shares of
     the Company's capital stock (either initially or under
     certain circumstances), which rights or warrants, until
     the occurrence of a specified event or events ("Dilution
     Trigger Event"): (A) are deemed to be transferred with
     such shares of Common Stock; (B) are not exercisable;
     and (C) are also issued in respect of future issuances
     of shares of Common Stock, shall be deemed not to have
     been distributed for purposes of this Section 12(d)(iv)
     (and no adjustment to the Conversion Price under this
     Section 12(d)(iv) shall be required) until the
     occurrence of the earliest Dilution Trigger Event,
     whereupon such rights and warrants shall be deemed to
     have been distributed and an appropriate


<PAGE>


                                                           21

     adjustment to the Conversion Price under this Section
     12(d)(iv) shall be made. If any such rights or warrants,
     including any such existing rights or warrants
     distributed prior to the first issuance of shares of
     Series A Preferred Stock, are subject to subsequent
     events, upon the occurrence of each of which such rights
     or warrants shall become exercisable to purchase
     different securities, evidences of indebtedness or other
     assets, then the occurrence of each such event shall be
     deemed to be such date of issuance and record date with
     respect to new rights or warrants (and a termination or
     expiration of the existing rights or warrants, without
     exercise by the holder thereof). In addition, in the
     event of any distribution (or deemed distribution) of
     rights or warrants, or any Dilution Trigger Event with
     respect thereto, that was counted for purposes of
     calculating a distribution amount for which an
     adjustment to the Conversion Price under this Section
     12(d) was made, (1) in the case of any such rights or
     warrants which shall all have been redeemed or
     repurchased without exercise by any holders thereof, the
     Conversion Price shall be readjusted upon such final
     redemption or repurchase to give effect to such
     distribution or Dilution Trigger Event, as the case may
     be, as though it were a cash distribution, equal to the
     per share redemption or repurchase price received by a
     holder or holders of shares of Common Stock with respect
     to such rights or warrants (assuming such holder had
     retained such rights or warrants), made to all holders
     of shares of Common Stock as of the date of such
     redemption or repurchase, and (2) in the case of such
     rights or warrants which shall have expired or been
     terminated without exercise by any holders thereof, the
     Conversion Price shall be readjusted as if such rights
     and warrants had not been issued.

          Notwithstanding any other provision of this Section
     12(d)(iv) to the contrary, rights, warrants, evidences
     of indebtedness, other securities, cash or other assets
     (including, without limitation, any rights distributed
     pursuant to any shareholder rights plan) shall be deemed
     not to have been distributed for purposes of this
     Section 12(d)(iv) if the Company makes proper provision
     so that each holder of shares of Series A Preferred
     Stock who converts a share of Series A Preferred Stock
     (or any portion thereof) after the date fixed for
     determination of shareholders entitled to receive such
     distribution shall be entitled to receive upon such
     conversion, in addition to the shares


<PAGE>


                                                           22

     of Common Stock issuable upon such conversion, the
     amount and kind of such distributions that such holder
     would have been entitled to receive if such holder had,
     immediately prior to such determination date, converted
     such share of Series A Preferred Stock into a share of
     Common Stock.

          For purposes of this Section 12(d)(iv) and Sections
     12(d)(i) and (ii), any dividend or distribu tion to
     which this Section 12(d)(iv) is applicable that also
     includes shares of Common Stock, or rights or warrants
     to subscribe for or purchase shares of Common Stock to
     which Section 12(d)(ii) applies (or both), shall be
     deemed instead to be (A) a dividend or distribution of
     the evidences of indebtedness, assets, shares of capital
     stock, rights or warrants other than such shares of
     Common Stock or rights or warrants to which Section
     12(d)(ii) applies (and any Conversion Price reduction
     required by this Section 12(d)(iv) with respect to such
     dividend or distribution shall then be made) immediately
     followed by (B) a dividend or distribution of such
     shares of Common Stock or such rights or warrants (and
     any further Conversion Price reduction required by
     Sections 12(d)(i) or 12(d)(ii) with respect to such
     dividend or distribution shall then be made), except
     that (1) the Common Stock Record Date of such dividend
     or distribution shall be substituted as "the date fixed
     for the determination of stockholders entitled to
     receive such dividend or other distribution", "the
     Common Stock Record Date fixed for such determination"
     and "the Common Stock Record Date" within the meaning of
     Section 12(d)(i) and as "the date fixed for the
     determination of shareholders entitled to receive such
     rights or warrants", "the Common Stock Record Date fixed
     for the determination of the share holders entitled to
     receive such rights or warrants" and "such Common Stock
     Record Date" for purposes of Section 12(d)(ii), and (2)
     any shares of Common Stock included in such dividend or
     distribution shall not be deemed "outstanding at the
     close of business on the date fixed for such
     determination" for the purposes of Section 12(d)(i).

          (v) If the Company shall, by dividend or other
     wise, distribute to all holders of its shares of Common
     Stock cash (excluding any cash that is distributed upon
     a merger or consolidation to which Section 12(e) applies
     or as part of a distribution referred to in Section
     12(d)(iv)) in an aggregate amount that, combined
     together with (A) the aggregate amount of any


<PAGE>


                                                           23

     other such distributions to all holders of its shares of
     Common Stock made exclusively in cash within the 12
     months preceding the date of payment of such distribu
     tion, and in respect of which no adjustment pursuant to
     this Section 12(d)(v) has been made, and (B) the
     aggregate of any cash plus the fair market value (as
     determined by the Board of Directors, whose good faith
     determination shall be conclusive and described in a
     resolution of the Board of Directors) of consideration
     payable in respect of any tender offer by the Company
     for all or any portion of the shares of Common Stock
     concluded within the 12 months preceding the date of
     payment of such distribution, and in respect of which no
     adjustment pursuant to Section 12(d)(vi) has been made,
     exceeds 5% of the net income of the Company reported for
     the 12 month period ending with the fiscal quarter next
     preceding such payment (the "12 Month Net Income"),
     then, and in each such case, immediately after the close
     of business on such date, the Conversion Price shall be
     reduced so that the same shall equal the price
     determined by multiplying the Conversion Price in effect
     immediately prior to the close of business on such
     Common Stock Record Date by a fraction (1) the numerator
     of which shall be equal to the Current Market Price on
     the Common Stock Record Date less an amount equal to the
     quotient of (x) the excess of such combined amount over
     such 5% of the 12 Month Net Income and (y) the number of
     shares of Common Stock outstanding on the Common Stock
     Record Date and (2) the denominator of which shall be
     equal to the Current Market Price on such Common Stock
     Record Date; provided, however, that, if the portion of
     the cash so distributed applicable to one share of
     Common Stock is equal to or greater than the Current
     Market Price of the shares of Common Stock on the Common
     Stock Record Date, in lieu of the foregoing adjustment,
     adequate provision shall be made so that each holder of
     shares of Series A Preferred Stock shall have the right
     to receive upon conversion of a shares of Series A
     Preferred Stock (or any portion thereof) the amount of
     cash such holder would have received had such holder
     converted such share of Series A Preferred Stock (or
     portion thereof) immediately prior to such Common Stock
     Record Date. If such dividend or distribution is not so
     paid or made, the Conversion Price shall again be
     adjusted to be the Conversion Price which would then be
     in effect if such dividend or distribution had not been
     declared. Any cash distribution to holders of shares of
     Common Stock as to which the Company makes the election
     permitted by Section 12(d)(xii) and as to


<PAGE>


                                                           24

     which the Company has complied with the requirements of
     such Section 12(d)(xii) shall be treated as not having
     been made for all purposes of this Section 12(d)(v).

          (vi) If a tender offer made by the Company or any
     of its subsidiaries for all or any portion of the Common
     Stock expires and such tender offer (as amended upon the
     expiration thereof) requires the payment to shareholders
     (based on the acceptance (up to any maximum specified in
     the terms of the tender offer) of Purchased Shares) of
     an aggregate consideration having a fair market value
     (as determined by the Board of Directors, whose good
     faith determination shall be conclusive and described in
     a resolution of the Board of Directors) that, combined
     together with (A) the aggregate of the cash plus the
     fair market value (as determined by the Board of
     Directors, whose good faith determination shall be
     conclusive and described in a resolution of the Board of
     Directors), as of the expiration of such tender offer,
     of consideration payable in respect of any other tender
     offers, by the Company or any of its subsidiaries for
     all or any portion of the shares of Common Stock
     expiring within the 12 months preceding the expiration
     of such tender offer and in respect of which no
     adjustment pursuant to this Section 12(d)(vi) has been
     made and (B) the aggre gate amount of any distributions
     to all holders of the Common Stock made exclusively in
     cash within 12 months preceding the expiration of such
     tender offer and in respect of which no adjustment
     pursuant to Section 12(d)(v) has been made, exceeds 5%
     of the 12 Month Net Income (determined as of the last
     time (the "Expiration Time") tenders could have been
     made pursuant to such tender offer (as it may be
     amended)) times the number of shares of Common Stock
     outstanding (including any tendered shares) at the
     Expiration Time, then, and in each such case,
     immediately prior to the opening of business on the day
     after the date of the Expiration Time, the Conversion
     Price shall be adjusted so that the same shall equal the
     price determined by multiplying the Conversion Price in
     effect immediately prior to the close of business on the
     date of the Expiration Time by a fraction of which the
     numerator shall be the number of shares of Common Stock
     outstanding (including any tendered shares) at the
     Expiration Time multiplied by the Current Market Price
     of the shares of Common Stock on the trading day next
     succeeding the Expiration Time and the denominator shall
     be the sum of (x) the fair market value (determined as
     aforesaid) of the aggregate


<PAGE>


                                                           25

     consideration payable to shareholders based on the
     acceptance (up to any maximum specified in the terms of
     the tender offer) of all shares validly tendered and not
     withdrawn as of the Expiration Time (the shares deemed
     so accepted, up to any such maximum, being referred to
     as the "Purchased Shares") and (y) the product of the
     number of shares of Common Stock outstanding (less any
     Purchased Shares) at the Expiration Time and the Current
     Market Price of the shares of Common Stock on the
     trading day next succeeding the Expiration Time, such
     reduction (if any) to become effective immediately prior
     to the opening of business on the day following the
     Expiration Time. If the Company is obligated to purchase
     shares pursuant to any such tender offer, but the
     Company is permanently prevented by applicable law from
     effecting any such purchases or all such purchases are
     rescinded, the Conversion Price shall again be adjusted
     to be the Conversion Price which would then be in effect
     if such tender offer had not been made. If the
     application of this Section 12(d)(vi) to any tender
     offer would result in an increase in the Conversion
     Price, no adjustment shall be made for such tender offer
     under this Section 12(d)(vi).

          (vii) For purposes of this Section 12(d), the
     following terms shall have the meaning indicated:

          "closing price" with respect to any securities on
     any day means the closing price as of 4:00 p.m. Eastern
     Time on such day or any earlier final closing on such
     day or, if no such sale takes place on such day, the
     average of the reported high and low prices on such day,
     in each case on the Nasdaq National Market, or the New
     York Stock Exchange, as applicable, or, if such security
     is not listed or admitted to trading on such national
     market or exchange, on the national stock exchange or
     Commission recognized trading market in the United
     States on which such security is quoted or listed or
     admitted to trading, or, if not quoted or listed or
     admitted to trading on any national stock exchange or
     Commission recognized trading market in the United
     States, the average of the high and low prices of such
     security on the over-the-counter market on the day in
     question as reported by the National Quotation Bureau
     Incorporated or a similar generally accepted reporting
     service in the United States, or, if not so available,
     in such manner as furnished by any New York Stock
     Exchange member firm selected from time to time by the
     Board of Directors for that purpose, or a price


<PAGE>


                                                           26

     determined in good faith by the Board of Directors,
     whose determination shall be conclusive and described in
     a resolution of the Board of Directors.

          "Common Stock Record Date" means, with respect to
     any dividend, distribution or other transaction or event
     in which the holders of Common Stock have the right to
     receive any cash, securities or other property or in
     which the Common Stock (or other applicable security) is
     exchanged for or converted into any combination of cash,
     securities or other property, the date fixed for
     determination of shareholders entitled to receive such
     cash, securities or other property (whether such date is
     fixed by the Board of Directors or by statute, contract
     or otherwise).

          "Current Market Price" means the average of the
     daily closing prices per share of Common Stock for the
     10 consecutive trading days immediately prior to the
     date in question; provided, however, that (A) if the
     "ex" date (as hereinafter defined) for any event (other
     than the issuance or distribution requiring such
     computation) that requires an adjustment to the
     Conversion Price pursuant to Section 12(d)(i), (ii),
     (iii), (iv), (v) or (vi) occurs during such 10 consecu
     tive trading days, the closing price for each trading
     day prior to the "ex" date for such other event shall be
     adjusted by multiplying such closing price by the same
     fraction by which the Conversion Price is so required to
     be adjusted as a result of such other event, (B) if the
     "ex" date for any event (other than the issuance or
     distribution requiring such computa tion) that requires
     an adjustment to the Conversion Price pursuant to
     Section 12(d)(i), (ii), (iii), (iv), (v) or (vi) occurs
     on or after the "ex" date for the issuance or
     distribution requiring such computation and prior to the
     day in question, the closing price for each trading day
     on and after the "ex" date for such other event shall be
     adjusted by multiplying such closing price by the
     reciprocal of the fraction by which the Conversion Price
     is so required to be adjusted as a result of such other
     event and (C) if the "ex" date for the issuance or
     distribution requiring such computation is prior to the
     day in question, after taking into account any
     adjustment required pursuant to clause (A) or (B) of
     this proviso, the closing price for each trading day on
     or after such "ex" date shall be adjusted by adding
     thereto the amount of any cash and the fair market value
     (as determined by the Board of Directors in a manner
     consistent with any good faith


<PAGE>


                                                           27

     determination of such value for purposes of Section
     12(d)(iv) or (v), whose good faith determination shall
     be conclusive and described in a resolution of the Board
     of Directors) of the evidences of indebtedness, shares
     of capital stock or assets being distributed applicable
     to one share of Common Stock as of the close of business
     on the day before such "ex" date. For purposes of any
     computation under Section 12(d)(vi), the Current Market
     Price on any date shall be deemed to be the average of
     the daily closing prices per share of Common Stock for
     such day and the next two succeeding trading days;
     provided, however, that, if the "ex" date for any event
     (other than the tender offer requiring such computation)
     that requires an adjustment to the Conversion Price
     pursuant to Section 12(d)(i), (ii), (iii), (iv), (v) or
     (vi) occurs on or after the Expiration Time for the
     tender or exchange offer requiring such computation and
     prior to the day in question, the closing price for each
     trading day on and after the "ex" date for such other
     event shall be adjusted by multiplying such closing
     price by the reciprocal of the fraction by which the
     Conversion Price is so required to be adjusted as a
     result of such other event. For purposes of this
     paragraph, the term "ex" date (1) when used with respect
     to any issuance or distribution, means the first date on
     which the shares of Common Stock trade regular way on
     the relevant exchange or in the relevant market from
     which the closing price was obtained without the right
     to receive such issuance or distribution, (2) when used
     with respect to any subdivision or combination of shares
     of Common Stock, means the first date on which the
     shares of Common Stock trade regular way on such
     exchange or in such market after the time at which such
     subdivision or combination becomes effective and (3)
     when used with respect to any tender or exchange offer
     means the first date on which the shares of Common Stock
     trade regular way on such exchange or in such market
     after the Expiration Time of such offer. Notwithstanding
     the foregoing, whenever successive adjustments to the
     Conversion Price are called for pursuant to this Section
     12(d), such adjustments shall be made to the Current
     Market Price as may be necessary or appropriate to
     effectuate the intent of this Section 12(d) and to avoid
     unjust or inequitable results, as determined in good
     faith by the Board of Directors.

          "fair market value" means the amount which a
     willing buyer would pay a willing seller in an arm's-
     length transaction.


<PAGE>


                                                           28


          (viii) No adjustment in the Conversion Price shall
     be required unless such adjustment would require an
     increase or decrease of at least 1% in such price;
     provided, however, that any adjustments which by reason
     of this Section 12(d)(viii) are not required to be made
     shall be carried forward and taken into account in any
     subsequent adjustment. All calculations under this
     Section 12 shall be made by the Company and shall be
     made to the nearest cent. No adjustment need be made for
     a change in the par value or no par value of the Common
     Stock.

          (ix) Whenever the Conversion Price is adjusted as
     herein provided, the Company shall promptly file with
     the Registrar an Officers' Certificate setting forth the
     Conversion Price after such adjustment and setting forth
     a brief statement of the facts requiring such
     adjustment. Promptly after delivery of such certifi
     cate, the Company shall prepare a notice of such
     adjustment of the Conversion Price setting forth the
     adjusted Conversion Price and the date on which each
     adjustment becomes effective and shall mail such notice
     of such adjustment of the Conversion Price to each
     holder of shares of Series A Preferred Stock at such
     holder's last address appearing on the register of
     holders maintained for that purpose within 20 days of
     the effective date of such adjustment. Failure to
     deliver such notice shall not affect the legality or
     validity of any such adjustment.

          (x) In any case in which this Section 12(d)
     provides that an adjustment shall become effective
     immediately after a Common Stock Record Date for an
     event, the Company may defer until the occurrence of
     such event issuing to the holder of any share of Series
     A Preferred Stock converted after such Common Stock
     Record Date and before the occurrence of such event the
     additional shares of Common Stock issuable upon such
     conversion by reason of the adjustment required by such
     event over and above the shares of Common Stock issu
     able upon such conversion before giving effect to such
     adjustment.

          (xi) For purposes of this Section 12(d), the number
     of shares of Common Stock at any time outstanding shall
     not include shares held in the treasury of the Company.
     The Company shall not pay any dividend or make any
     distribution on shares of Common Stock held in the
     treasury of the Company.


<PAGE>


                                                           29

          (xii) In lieu of making any adjustment to the
     Conversion Price pursuant to Section 12(d)(v), the
     Company may elect to reserve an amount of cash for
     distribution to the holders of shares of Series A
     Preferred Stock upon the conversion of the shares of
     Series A Preferred Stock so that any such holder
     converting shares of Series A Preferred Stock will
     receive upon such conversion, in addition to the shares
     of Common Stock and other items to which such holder is
     entitled, the full amount of cash which such holder
     would have received if such holder had, immediately
     prior to the Common Stock Record Date for such
     distribution of cash, converted its shares of Series A
     Preferred Stock into shares of Common Stock, together
     with any interest accrued with respect to such amount,
     in accordance with this Section 12(d)(xii). The Company
     may make such election by providing an Officers'
     Certificate to the Registrar to such effect on or prior
     to the payment date for any such distribution and
     depositing with the Registrar on or prior to such date
     an amount of cash equal to the aggregate amount that the
     holders of shares of Series A Preferred Stock would have
     received if such holders had, immediately prior to the
     Common Stock Record Date for such distribution,
     converted all the shares of Series A Preferred Stock
     into shares of Common Stock. Any such funds so deposited
     by the Company with the Registrar shall be invested by
     the Registrar in unconditional U.S. Government
     obligations with a maturity not more than three months
     from the date of issuance. Upon conversion of shares of
     Series A Preferred Stock by a holder thereof, such
     holder shall be entitled to receive, in addition to the
     shares of Common Stock issuable upon conversion, an
     amount of cash equal to the amount such holder would
     have received if such holder had, immediately prior to
     the Common Stock Record Date for such distribution,
     converted its shares of Series A Preferred Stock into
     shares of Common Stock, along with such holder's pro
     rata share of any accrued interest earned as a
     consequence of the investment of such funds. Promptly
     after making an election pursuant to this Section
     12(d)(xii), the Company shall give or shall cause to be
     given notice to all holders of shares of Series A
     Preferred Stock of such election, which notice shall
     state the amount of cash per share of Series A Preferred
     Stock such holders shall be entitled to receive (without
     giving effect to any interest that may become payable)
     upon conversion of the shares of Series


<PAGE>


                                                           30

     A Preferred Stock as a consequence of the Company having
     made such election.

          (e) Subject to Section 13, in case of any
consolidation of the Company with, or merger of the Company
into, any other corporation, or in case of any merger of
another corporation into the Company (other than a merger
that does not result in any reclassification, conversion,
exchange or cancelation of outstanding shares of Common Stock
of the Company), or in case of any sale, conveyance or
transfer of all or substantially all the assets of the
Company, the holder of each share of Series A Preferred Stock
shall have the right thereafter, during the period such share
of Series A Preferred Stock shall be convertible as specified
in Section 12(a), to convert such share of Series A Preferred
Stock into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger,
conveyance or transfer by a holder of the number of shares of
shares of Common Stock of the Company into which such share
of Series A Preferred Stock might have been converted
immediately prior to such consolidation, merger, conveyance
or transfer, assuming such holder of shares of Common Stock
of the Company failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger,
conveyance or transfer (provided that, if the kind or amount
of securities, cash and other property receivable upon such
consolidation, merger, conveyance or transfer is not the same
for each Common Share of the Company in respect of which such
rights of election shall not have been exercised
("nonelecting share"), then for the purpose of this Section
12 the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance or
transfer by each nonelecting share shall be deemed to be the
kind and amount so receivable per share by a plurality of the
nonelecting shares). Such securities shall provide for
adjustments which, for events subsequent to the effective
date of the triggering event, shall be as nearly equivalent
as may be practicable to the adjustments provided for in this
Section 12. The above provisions of this Section 12 shall
similarly apply to successive consolidations, mergers,
conveyances or transfers.

          (f) In case:

          (i) the Company shall declare a dividend (or any
     other distribution) on its Common Stock payable
     otherwise than in cash out of its earned surplus; or


<PAGE>


                                                           31

          (ii) the Company shall authorize the granting to
     all holders of its shares of Common Stock of rights or
     warrants to subscribe for or purchase any shares of
     capital stock of any class or of any other rights; or

          (iii) of any reclassification of the Common Stock
     (other than a subdivision or combination of the
     Company's outstanding shares of Common Stock), or of any
     consolidation or merger to which the Company is a party
     and for which approval of any shareholders of the
     Company is required, or the sale, conveyance or transfer
     of all or substantially all the assets of the Company;
     or

          (iv) of the voluntary or involuntary dissolution,
     liquidation or winding-up of the Company;

then the Company shall cause to be filed with the Registrar
and at each office or agency maintained for the purpose of
conversion of shares of Series A Preferred Stock, and shall
cause to be mailed to all holders at their last addresses as
they shall appear in the shares of Series A Preferred Stock
Register, at least 20 Business Days (or 10 Business Days in
any case specified in clause (i) or (ii) above) prior to the
applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of
such dividend, distribution, rights or warrants, or, if a
record is not to be taken, the date as of which the holders
of shares of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be
determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective,
and the date as of which it is expected that holders of
shares of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or
other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give the notice
required by this Section 12(f) or any defect therein shall
not affect the legality or validity of any dividend,
distribution, right, warrant, reclassification,
consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up, or the vote upon any such action.

          (g) The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized
but unissued shares of Common Stock, for the purpose of
effecting the conversion of shares of Series A Preferred
Stock, the full number of shares of Common Stock


<PAGE>


                                                           32

then issuable upon the conversion of all outstanding shares
of Series A Preferred Stock.

          (h) The Company will pay any and all taxes that may
be payable in respect of the issue or delivery of shares of
Common Stock on conversion of shares of Series A Preferred
Stock pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of
any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that of the holder of the
share of Series A Preferred Stock or shares of Series A
Preferred Stock to be converted, and no such issue or
delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such
tax, or has established to the satisfaction of the Company
that such tax has been paid or is not payable.

          13. Change of Control. (a) If a Change of Control
shall have occurred (the time and date of such occurrence
being a "Change of Control Date"), the Company shall cause to
be filed with the Registrar and at each office or agency
maintained for the purpose of conversion of shares of Series
A Preferred Stock, and shall cause to be mailed to all
holders at their last addresses as they shall appear in the
Series A Preferred Stock Register, in any case within 10 days
after the Change of Control Date, a notice stating (1) the
Change of Control Date, (2) the fact that holders shall have
the right to either (a) continue to hold their shares of
Series A Preferred Stock (or the shares of preferred stock
issued in respect thereof pursuant to Section 14) (the "Hold
Option"), (b) convert their shares of Series A Preferred
Stock (including shares received as a Special Payment (as
defined below)) in accordance with Section 12 and, if the
Change of Control Date occurs prior to November 30, 2004,
receive the Special Payment on such shares (the "Conversion
Option") or (c) elect the Remarketing Option (as defined
below), (3) the relevant circumstances and facts regarding
such Change of Control and (4) the instructions that such
holder must follow in order to exercise the rights identified
above.

          (b) Within 30 days after delivery by the Company of
the notice described in Section 13(a), each holder of shares
of Series A Preferred Stock (or the shares of preferred stock
issued in respect thereof pursuant to Section 14) who wishes
to exercise the Hold Option, the Conversion Option or the
Remarketing Option must submit written notice (a "COC
Response Notice") to the Company setting forth the option
such holder wishes to elect (and if


<PAGE>


                                                           33

no option is selected within such 30 day period such holder
shall be deemed to have selected the Hold Option).

          (c) If the Hold Option is selected with respect to
a share of Series A Preferred Stock, or if no notice from a
holder is received by the date referred to in the preceding
paragraph, such holder shall be deemed to have elected to
waive such holder's right to receive the Special Payment with
respect to such Change of Control and such share of Series A
Preferred Stock (or the shares of preferred stock issued in
respect thereof pursuant to Section 14) shall remain
outstanding in accordance with its current terms.

          (d) If the Conversion Option is selected with
respect to a share of Series A Preferred Stock, the holder of
such share of Series A Preferred Stock shall be deemed to
have elected to convert such share in accordance with Section
12 and, if the Change of Control Date occurs prior to
November 30, 2004, the Company shall pay, and such holder
shall be entitled to receive, in respect of such share of
Series A Preferred Stock as to which the Conversion Option
has been selected, shares of Series A Preferred Stock with a
Liquidation Preference equal to the product of (x) the Share
Factor with respect to such share of Series A Preferred Stock
and (y) the Aggregate Special Payment Amount (the "Special
Payment"). Such Special Payment shall accrue as of the Change
of Control Date (if the Change of Control Date is prior to
November 30, 2004) whether or not the Company has earnings or
profits, whether or not there are funds legally available for
the payment of such dividend and whether or not such dividend
is declared and shall be in all respects identical to any
other dividend declared or accrued on the Series A Preferred
Stock (except as set forth above) and all provisions of this
Certificate of Designation applicable to dividends shall
apply to such Special Payment (except as set forth above).

          (e) If the Remarketing Option is selected with
respect to a share of Series A Preferred Stock, such holder
shall be deemed to have elected to waive such holder's right
to receive the Special Payment with respect to such Change of
Control (except under the circumstances set forth in Section
13(f) below) and the Company shall thereafter have the option
(the "Remarketing Option") to either (a) have such share
redeemed in accordance with the optional redemp tion
procedures set forth in Section 10 (except that (i), if the
Change of Control Date occurs prior to November 30, 2004, the
Redemption Price shall be 101% of the Liquidation Preference
of such share plus accrued and unpaid dividends


<PAGE>


                                                           34

from the last Dividend Payment Date to the Redemption Date
and (ii) such procedures shall apply only to the holders so
electing the Remarketing Option) or (b) remarket such share
for the account of such holder and, if the net proceeds to
such holder of such remarketing are less than an amount in
cash equal to 101% of the Liquidation Preference of such
share plus accrued and unpaid dividends thereon from the last
Dividend Payment Date to the date payment in full is received
by such holder in respect of such share (the "Remarketing
Price"), the Company shall issue to and sell for the account
of such holder a sufficient number of shares of Common Stock
to make up such shortfall; i.e., such that the holder
receives a net amount in cash in respect of such share of
Series A Preferred Stock as to which the Remarketing Option
has been selected which, when taken together with the net
proceeds received by such holder in such remarketing is equal
to the Remarketing Price. Written notice of the election by
the Company to either redeem or remarket such share shall be
provided to such holder within 75 days after receipt of a COC
Response Notice specifying the Remarketing Option.

          (f) In order to accomplish the remarketing, the
Company shall take all actions that may be necessary,
including without limitation, preparing and filing a
registration statement under the Securities Act of 1933, and
shall pay all expenses (including without limitation,
underwriting discounts) associated with the remarketing and
issuance and shall provide customary indemnification for the
benefit of the holder against securities law liabilities in
connection therewith. If the Remarketing Option has been
selected and the Company has not elected to redeem such
share, payment of the full Remarketing Price in respect of
the remarketed share shall be made at a single settlement
against surrender of the share. Such settlement shall take
place as soon as reasonably practicable. If such settlement
does not take place within 180 days after the date of the
Company's written notice pursuant to paragraph (e) above, the
Company shall give written notice to the Holders that have
elected the Remarketing Option that such 180 day period has
elapsed and such Holders shall have the option, for a period
of 10 business days following the giving of such notice, of
electing (i) the Conversion Option and, if the Change of
Control Date occurs prior to November 30, 2004, receiving the
Special Payment calculated as if such Holder had originally
elected the Conversion Option (instead of the Remarketing
Option) or (ii) the Hold Option.

          (g) The Company shall have the right to institute
reasonable procedures in order to implement this Section 13


<PAGE>


                                                           35

and, to the extent reasonably practicable, will make proper
provision prior to the Change of Control Date to ensure that
the holders of shares of Series A Preferred Stock will be
entitled to receive the benefits intended to be afforded by
this Section 13. Nothing in this Section 13 shall affect the
rights of the holders of Series A Preferred Stock set forth
in Section 14 hereof.


          14. Consolidation, Merger, Conveyance or Trans fer.
Without the vote or consent of the holders of a majority of
the then Outstanding shares of Series A Preferred Stock, the
Company may not consolidate or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all
or substantially all of its assets to, any person unless (i)
if the Company is the surviving or continuing person, the
Series A Preferred Stock shall remain outstanding without any
amendment that would adversely affect the preferences, rights
or powers of the Series A Preferred Stock, (ii) if the
Company is not the surviving or continuing person, (a) the
entity formed by such consolida tion or merger or to which
such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made (in any such case, the
"resulting entity") is a corporation organized and existing
under the laws of Bermuda, the United States or any State
thereof or the District of Columbia; and (b) the shares of
Series A Preferred Stock are converted into or exchanged for
and become shares of such resulting entity, having in respect
of such resulting entity the same (or more favorable) powers,
preferences and relative, participating, optional or other
special rights that the shares of Series A Preferred Stock
had immediately prior to such transaction; and (iii) the
Company shall have delivered to the Registrar an Officers'
Certificate and an opinion of counsel, reasonably
satisfactory in form and content, each stating that such
consolidation, merger, conveyance or transfer complies with
this Section 14 and that all conditions precedent herein
provided for relating to such transaction have been complied
with.

          15. SEC Reports; Reports by Company. So long as any
shares of Series A Preferred Stock are outstanding, the
Company shall file with the SEC and, within 15 days after it
files them with the SEC, with the Registrar and, if
requested, furnish to each holder of shares of Series A
Preferred Stock all annual and quarterly reports and the
information, documents, and other reports that the Company is
required to file with the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act ("SEC Reports"). In the event the
Company is not required or shall cease to be required to


<PAGE>


                                                           36

file SEC Reports, pursuant to the Exchange Act, the Company
will nevertheless file such reports with the SEC (unless the
SEC will not accept such a filing). Whether or not required
by the Exchange Act to file SEC Reports with the SEC, so long
as any shares of Series A Preferred Stock are Outstanding,
the Company will furnish or cause to be furnished copies of
the SEC Reports to the holders of shares of Series A
Preferred Stock at the time the Company is required to make
such information available to the Registrar and to
prospective investors who request it in writing.

          16. Definitions. For purposes of this Certificate
of Designation, the following terms shall have the meaning
set forth below:

          "Accumulated Dividends" has the meaning set forth
in Section 6.

          "Affiliate" means, with respect to any Person, any
other Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with, such
Person. For the purposes of this definition and the
definition of "HMTF Group", "control" when used with respect
to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Aggregate Change of Control Date Accreted Value"
means the product obtained by multiplying (x) the Change of
Control Date Accreted Value by (y) the number of shares of
Series A Preferred Stock Outstanding as of the Change of
Control Date without giving effect to the conversion of
shares of Series A Preferred Stock pursuant to the Conversion
Option.

          "Aggregate Five Year Accreted Value" means the
product obtained by multiplying (x) the Five Year Accreted
Value by (y) the number of shares of Series A Preferred Stock
Outstanding as of the Change of Control Date without giving
effect to the conversion of shares of Series A Preferred
Stock pursuant to the Conversion Option.

          "Aggregate Special Payment Amount" means the
difference between (x) the Aggregate Five Year Accreted Value
and (y) the Aggregate Change of Control Date Accreted Value.


<PAGE>


                                                           37

          "Associated Group" means The Associated Group,
Inc., a Delaware corporation.

          "Average Market Value" of the Common Stock means
the arithmetic average of the Current Market Value of the
shares of Common Stock for the ten trading days ending on the
fifth Business Day prior to (i) in the case of the payment of
any dividend, the Record Date for such dividend and (ii) in
the case of any other payment, the date of such payment.

          "Board of Directors" has the meaning set forth in
the Recitals .

          "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which
banking institutions in The City of New York are authorized
or obligated by law or executive order to be closed.

          "By-laws" has the meaning set forth in the
Recitals.

          "COC Response Notice" has the meaning set forth in
Section 13(b).

          "Capital Stock" means, with respect to any person,
any and all shares, interests, participations, rights in, or
other equivalents (however designated and whether voting
and/or non-voting) of such person's capital stock, whether
outstanding on the Closing Date or issued after the Closing
Date, and any and all rights (other than any evidence of
indebtedness), warrants or options exchangeable for or
convertible into such capital stock.

          "Certificate of Incorporation" has the meaning set
forth in the recitals.

          "Change of Control" means the occurrence of any of
the following events: (a) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Exchange
Act) (other than (x) any such group if each member of such
group, together with its Affiliates, owns less than 50% of
the total Voting Capital Stock of the Company and (y) until
the earlier of the termination of the Liberty Merger Agree
ment and consummation of the Liberty Merger, Associated
Group)) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether
such right is exercisable immediately or only after


<PAGE>


                                                           38

the passage of time), directly or indirectly, of more than
50% of the total Voting Capital Stock of the Company or (b)
the Company consolidates with, or merges with or into,
another person or sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its
assets to any person, or any person consolidates with, or
merges with or into the Company, in any such event pursuant
to a transaction in which the holders of the outstanding
Voting Capital Stock of the Company immediately prior to such
transaction hold less than 50% of the outstanding Voting
Capital Stock of the surviving or transferee company or its
parent company immediately after such transaction or
immediately after such transaction any "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), (other than (x) any such group if each member
of such group, together with its Affiliates, owns less than
50% of the total Voting Capital Stock of the Company and (y)
until the earlier of the termination of the Liberty Merger
Agreement and consummation of the Liberty Merger, Associated
Group) is the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall
be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the total
Voting Capital Stock of the surviving or transferee company
or its parent company or (c) during any consecutive two-year
period, individuals who at the beginning of such period
constituted the Board of Directors (together with any new
directors whose election by the Board of Directors or whose
nomination for election by the stockholders of the Company
was approved by a vote of a majority of the directors 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 then in office or (d) any
transaction subject to Rule 13e-3 under the Exchange Act if
following such Rule 13e-3 transaction a person or group (as
such terms are used in Section 13(d) and 14(d) of the
Exchange Act) owns more than 50% of the total Voting Capital
Stock of the Company.

          "Change of Control Date" has the meaning set forth
in Section 13(a).

          "Change of Control Date Accreted Value" means with
respect to each $1,000 of original Liquidation Preference,
the value that $1,000 would accrete to between the Closing


<PAGE>


                                                           39

Date and the Change of Control Date, compounded quarterly at
an annual rate of 7-3/4%.

          "Change of Control Obligation" has the meaning set
forth in Section 13(a).

          "Closing Date" means any Closing Date under the
Purchase Agreement.

          "closing price" has the meaning set forth in
Section 12(d)(vii).

          "Common Stock Record Date" has the meaning set
forth in Section 12(d)(vii).

          "Common Stock" means the Class A common stock of
the Company, par value $.01 per share.

          "Company" has the meaning set forth in the
Recitals.

          "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the
Board, its President or a Vice President and by its
Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary.

          "Conversion Agent" has the meaning set forth in
Section 5(a).

          "Conversion Option" has the meaning set forth in
Section 13(a).

          "Conversion Price" means the price at which shares
of Common Stock shall be delivered upon conversion.

          "Current Market Value" of the Common Stock means
the average of the high and low sale prices of the shares of
Common Stock as reported on the Nasdaq National Market or any
national stock exchange or Commission recognized trading
market in the United States upon which the shares of Common
Stock are then listed or admitted to trading, for the trading
day in question.

          "Current Market Price" has the meaning set forth in
Section 12(d)(vii).

          "DB" has the meaning set forth in Section 8(c).


<PAGE>


                                                           40

          "Dilution Trigger Event" has the meaning set forth
in Section 12(d)(iv).

          "Distributed Securities" has the meaning set forth
in Section 12(d)(iv).

          "Dividend Payment Date" has the meaning set forth
in Section 6.

          "Dividend Record Date" has the meaning set forth in
Section 7(a).

          "Expiration Time" has the meaning set forth in
Section 12(d)(vi).

          "fair market value" has the meaning set forth in
Section 12(d)(vii).

          "Five Year Accreted Value" means with respect to
each $1,000 of original Liquidation Preference, $1,467.843.

          "HMTF Group" has the meaning set forth in Section
8(d).

          "HMTF Holders" has the meaning set forth in Section
8(d).

          "HMTF Issued Series A Preferred Shares" has the
meaning set forth in Section 8(d).

          "Hold Option" has the meaning set forth in Section
13(a).

          "Junior Shares" has the meaning set forth in
Section 9(a).

          "Liberty Merger" means the consummation of the
merger as contemplated by the Liberty Merger Agreement, as it
may be amended from time to time.

          "Liberty Merger Agreement" means the Amended and
Restated Agreement and Plan of Merger, dated as of October
28, 1999, among AT&T Corp., A-Group Merger Corp., Liberty
Media Corporation and the Associated Group, Inc. as it may be
amended from time to time.

          "Liquidation Preference" means an amount equal to
$1,000 per share of Series A Preferred Stock, subject to
change in accordance with Section 6 and Section 7 hereof,
including, without limitation, Accumulated Dividends.


<PAGE>


                                                           41

          "Mandatory Redemption Date" has the meaning set
forth in Section 10(b); provided, however, that if such date
shall not be a Business Day, then such date shall be the next
Business Day.

          "nonelecting share" has the meaning set forth in
Section 12(e).

          "Odd-lot Redemption" has the meaning set forth in
Section 10(c).

          "Officers' Certificate" means a certificate of the
Company signed in the name of the Company by its Chairman of
the Board, its President or a Vice President and by its
Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary.

          "Optional Redemption" has the meaning set forth in
Section 10(a).

          "Optional Redemption Date" has the meaning set
forth in Section 10(a).

          "Outstanding" means when used with respect to
shares of Series A Preferred Stock, as of the date of
determination, all shares of Series A Preferred Stock
theretofore authenticated and delivered under this
Certificate of Designation, except (a) shares of Series A
Preferred Stock theretofore converted into shares of Common
Stock in accordance with Section 12 and shares of Series A
Preferred Stock theretofore canceled by the Registrar or
delivered to the Registrar for cancelation; (b) shares of
Series A Preferred Stock for whose payment or redemption
money in the necessary amount has been theretofore deposited
with the Registrar or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent)
for the holders of such shares of Series A Preferred Stock;
provided that, if such shares of Series A Preferred Stock are
to be redeemed, notice of such redemption has been duly given
pursuant to this Certificate of Designation or provision
therefor satisfactory to the Registrar has been made; and (c)
shares of Series A Preferred Stock (x) that are mutilated,
destroyed, lost or stolen which the Company has decided to
pay or (y) in exchange for or in lieu of which other shares
of Series A Preferred Stock have been authenticated and
delivered pursuant to this Certificate of Designation;
provided, however, that, in determining whether the holders
of the shares of Series A Preferred Stock have given any
request, demand, authorization, direction, notice,


<PAGE>


                                                           42

consent or waiver or taken any other action hereunder, shares
of Series A Preferred Stock owned by the Company or any other
obligor upon the shares of Series A Preferred Stock or any
Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in
determining whether the Registrar shall be protected in
relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only
shares of Series A Preferred Stock which the Registrar has
actual knowledge of being so owned shall be so disregarded.
Shares of Series A Preferred Stock so owned which have been
pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Registrar the
pledgee's right so to act with respect to such shares of
Series A Preferred Stock and that the pledgee is not the
Company or any other obligor upon the shares of Series A
Preferred Stock or any Affiliate of the Company or of such
other obligor.

          "Parity Shares" has the meaning set forth in
Section 9(a).

          "Paying Agent" has the meaning set forth in Section
5(a).

          "Person" means an individual, partnership,
corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever
nature.

          "Preferred Stock" means, with respect to any
person, any and all shares, interests, participations or
other equivalents (however designated, whether voting or
non-voting) of such person's preferred or preference stock,
whether now outstanding or issued after the date hereof,
including all series and classes of such preferred or
preference stock.

          "Purchase Agreement" means the Stock Purchase
Agreement dated as of November 4, 1999, among the Company and
the Purchasers named therein, as it may be amended from time
to time.

          "Purchased Shares" has the meaning set forth in
Section 12(d)(vi).

          "Redemption Date" has the meaning set forth in
Section 10(f).


<PAGE>


                                                           43

          "Redemption Notice" has the meaning set forth in
Section 10(f).

          "Redemption Price" has the meaning set forth in
Section 10(e).

          "Registrar" has the meaning set forth in Section 3.

          "Registration Rights Agreement" means the
Registration Rights Agreement dated as of December 3, 1999,
among the Company and the Purchasers.

          "Remarketing Option" has the meaning set forth in
Section 13(e).

          "Restricted Shares Legend" has the meaning set
forth in Section 4(a).

          "resulting entity" has the meaning set forth in
Section 14.

          "SEC" means the Securities and Exchange Commission,
as from time to time constituted, created under the
Securities Exchange Act of 1934, or, if at any time after the
adoption of this Certificate of Designation such commission
is not existing and performing the duties now assigned to it,
then the body performing such duties at such time.

          "SEC Reports" has the meaning set forth in Section
15.

          "Securities Act" has the meaning set forth in
Section 4(a).

          "Senior Shares" has the meaning set forth in
Section 9(a).

          "Series A Preferred Stock" has the meaning set
forth in Section 1.

          "Share Factor" means with respect to each share of
Series A Preferred Stock, a fraction, the numerator of which
is the Liquidation Preference of such share as of the Change
of Control Date, without giving effect to the Special
Payment, and the denominator of which is the aggregate
Liquidation Preference of all outstanding shares of Series A
Preferred Stock as of the Change of Control Date, without
giving effect to the Special Payment.


<PAGE>


                                                           44

          "Special Payment" has the meaning set forth in
Section 13.

          "Voting Capital Stock" means with respect to any
Person, securities of any class or classes of Capital Stock
in such Person ordinarily entitling the holders thereof
(whether at all times or at the times that such class of
Capital Stock has voting power by reason of the happening of
any contingency) to vote in the election of members of the
board of directors or comparable governing body of such
Person.


          IN WITNESS WHEREOF, the Company has caused this
Certificate of Designation to be duly executed by Laurence E.
Harris, Senior Vice President and General Counsel of the
Company, this 3rd day of December, 1999.



                              TELIGENT, INC.,


                              by /s/ Laurence E. Harris
                                 ---------------------------
                                 Name:  Laurence E. Harris
                                 Title: Senior Vice
                                        President and
                                        General Counsel


<PAGE>


                                                    EXHIBIT A



                       FACE OF SECURITY

Restricted Legend "THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND, UNLESS SO REGISTERED,
THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION."



<PAGE>


                                                            2



                                             Number of Shares
Number: ____                                      ____ Shares

                                      CUSIP NO.: [           ]


         7-3/4% Series A Convertible Preferred Stock
                           due 2014

                              of

                        TELIGENT, INC.


          TELIGENT, INC., a company organized under the laws
of Delaware (the "Company"), hereby certifies that [HOLDER]
(the "Holder") is the registered owner of fully paid and
non-assessable preference securities of the Company
designated the 7-3/4% Series A Convertible Preferred Stock
due 2014, par value U.S.$0.01 and initial liquidation
preference U.S.$1,000 per share (the "Preferred Stock"). The
shares of Preferred Stock are transferable on the books and
records of the Registrar, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, 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 of the Company dated
November [ ], 1999, as the same may be amended from time to
time in accordance with its terms (the "Preferred Stock
Certificate of Designation"). Capitalized terms used herein
but not defined shall have the meaning given them in the
Preferred Stock Certificate of Designation. The Company will
provide a copy of the Preferred Stock 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 Preferred Stock Certificate of Designation, which select
provisions and the Preferred Stock Certificate of Designation
shall for all purposes have the same effect as if set forth
at this place.


<PAGE>


                                                            3


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

          Unless the Transfer Agent's valid counter-signature
appears hereon, the shares of Preferred Stock evidenced
hereby shall not be entitled to any benefit under the
Preferred Stock Certificate of Designation or be valid or
obligatory for any purpose.


          IN WITNESS WHEREOF, the Company has executed this
certificate as of the date set forth below.


                              TELIGENT, INC.,


                              by /s/
                                 ----------------------------
                                 Name:
                                 Title:

[Seal]

                              by
                                 ----------------------------
                                 Name:
                                 Title:


Dated:

COUNTERSIGNED AND REGISTERED

[            ]
as Transfer Agent,


by
   -----------------------
   Authorized Signatory

Dated:


<PAGE>




                     REVERSE OF SECURITY

                        TELIGENT, INC.

         Series A 7-3/4% Convertible Preferred Stock
                           due 2014

          Dividends on each share of Preferred Stock shall be
payable at a rate per annum set forth on the face hereof or
as provided in the Preferred Stock Certificate of Desig
nation. Subject to the limitations set forth in Section 11 of
the Preferred Stock Certificate of Designation, dividends may
be paid, at the option of the Company, in cash or in shares
of Preferred Stock of the Company or a combination of cash
and shares of Preferred Stock of the Company.

          The shares of Preferred Stock shall be redeemable
as provided in the Preferred Stock Certificate of Designa
tion. 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 Preferred Stock Certification of
Designation.

          The Company shall furnish to any Holder upon
request and without charge, a copy of the voting rights
preferences, limitations and special rights of the shares of
each class or series authorized to be issued by the Company
so far as they have been fixed and determined and the
authority of the Board of Directors to fix and determine the
designations, voting rights, preferences, limitations and
special rights of the class and series of shares of the
Company.


<PAGE>




                          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 and Registrar. 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
Convertible Preferred Stock Certificate)

Signature Guarantee:______________________________*****

--------
     * Signature must be guaranteed by an "eligible guarantor institution"
(i.e., a bank, stockbroker, savings and loan association or credit union)
meeting the requirements of the Registrar, 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 Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934.


<PAGE>


                     NOTICE OF CONVERSION

           (To be Executed by the Registered Holder
           in order to Convert the Preferred Stock)

The undersigned hereby irrevocably elects to convert (the
"Conversion") _________ shares of 7-3/4% Series A Convertible
Preferred Stock due 2014 (the "Preferred Stock"), represented
by stock certificate No(s). ______________ (the "Preferred
Stock Certificates") into shares of common stock, par value
U.S. $.01 per share ("Common Stock"), of Teligent, Inc. (the
"Company") according to the conditions of the Certificate of
Designation establishing the terms of the Preferred Stock
(the "Preferred Stock 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 such 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 an exemption from registration under the Act.

Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in or pursuant to the Preferred
Stock 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.:


<PAGE>


                                                            2



     * 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.