exhibit4_1.htm


    
      

    


    CERTIFICATE
      OF DESIGNATIONS OF

     

    6.75%
      MANDATORY CONVERTIBLE PREFERRED STOCK

     

    of

     

    MCMORAN
      EXPLORATION CO.

     

    


     

    Pursuant
      to Section 151 of the General Corporation Law

     

    of
      the
      State of Delaware

     

    The
      undersigned, Nancy D. Parmelee, Senior Vice President, Chief Financial Officer
      & Secretary of McMoRan Exploration Co., a Delaware corporation (hereinafter
      called the “Corporation”), does hereby certify that the Board
      of Directors of the Corporation (the “Board of Directors”),
      pursuant to the provisions of Sections 103 and 151 of the General Corporation
      Law of the State of Delaware, hereby makes this Certificate of Designations
      (this “Certificate”) and hereby states and certifies that
      pursuant to the authority expressly vested in the Board of Directors by the
      Amended and Restated Certificate of Incorporation of the Corporation (as such
      may be amended, modified or restated from time to time, the “Amended and
      Restated Certificate of Incorporation”), the Board of Directors duly
      adopted the following resolutions:

     

    RESOLVED,
      that, pursuant to Article IV of the Amended and Restated Certificate of
      Incorporation (which authorizes 50,000,000 shares of Preferred Stock, par value
      $0.01 per share (the “Preferred Stock”)), and the authority
      conferred on the Board of Directors, the Board of Directors hereby fixes the
      powers, designations, preferences and relative, participating, optional and
      other special rights, and the qualifications, limitations and restrictions,
      of a
      series of Preferred Stock.

     

    RESOLVED,
      that each share of such series of new Preferred Stock shall rank equally in
      all
      respects and shall be subject to the following provisions:

     

    (1)  Number
      and Designation.  Pursuant to the Amended and Restated
      Certificate of Incorporation, 2,587,500 shares of the Preferred Stock of the
      Corporation shall be designated as “6.75% Mandatory Convertible Preferred Stock”
(the “MandatoryConvertible Preferred
      Stock”).

     

    (2)  Certain
      Definitions.  As used in this Certificate, the following
      terms shall have the meanings defined in this Section 2. Any capitalized term
      not otherwise defined herein shall have the meaning set forth in the Amended
      and
      Restated Certificate of Incorporation, unless the context otherwise
      requires:

     

    “Affiliate”
      shall have the meaning given to that term in Rule 405 of the Securities Act
      of
      1933, as amended, or any successor rule thereunder.

     

    “Agent
      Members” shall have the meaning set forth in Section
      17(a).

     

    “Amended
      and Restated Certificate of Incorporation” shall have the meaning set
      forth in the recitals.

     

    “Applicable
      Market Value” means the average of the Closing Prices per share of
      Common Stock over the 20 consecutive Trading Day period ending on the third
      Trading Day immediately preceding the Mandatory Conversion Date.

     

    “Board
      of Directors” shall have the meaning set forth in the
      recitals.

     

    “Business
      Day” means any day other than a Saturday or Sunday or any other day on
      which commercial banks in New York City are authorized or required by law or
      executive order to close.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    A
      “Cash Acquisition” will be deemed to have occurred at such time
      after the Issue Date upon the consummation of any acquisition (whether by means
      of a liquidation, share exchange, tender offer, consolidation, recapitalization,
      reclassification, merger of the Corporation or any sale, lease or other transfer
      of the consolidated assets of the Corporation and its subsidiaries) or a series
      of related transactions or events pursuant to which 90% or more of the Common
      Stock is exchanged for, converted into or constitutes solely the right to
      receive cash, securities or other property, and more than 10% of the cash,
      securities or other property consists of cash, securities or other property
      that
      are not, or upon issuance shall not be, traded on the New York Stock Exchange
      or
      quoted on the Nasdaq Global Select Market.

     

    “Cash
      Acquisition Conversion” shall have the meaning set forth in Section
      10(a).

     

    “Cash
      Acquisition ConversionAdditional Conversion Amount”
shall have the meaning set forth in Section 10(c)(ii).

     

    “Cash
      Acquisition Conversion Date” means the effective date of any Cash
      Acquisition Conversion of Mandatory Convertible Preferred Stock pursuant to
      Section 10.

     

    “Cash
      Acquisition Conversion Period” shall have the meaning set forth in
      Section 10(a).

     

    “Cash
      Acquisition Conversion Rate” means the conversion rate set forth in the
      table below for the Effective Date and the Stock Price applicable to Cash
      Acquisition Conversions during a Cash Acquisition Conversion
      Period:

     

    
      	
              Effective
                Date

            	
              $5.00

            	
              $7.50

            	
              $10.00

            	
              $12.40

            	
              $13.64

            	
              $14.88

            	
              $20.00

            	
              $30.00

            	
              $40.00

            	
              $50.00

            	
              $60.00

            	
              $70.00

            
	
              November  7,
                2007

            	
              7.3042

            	
              6.9479

            	
              6.7563

            	
              6.6672

            	
              6.6425

            	
              6.6270

            	
              6.6119

            	
              6.6349

            	
              6.6521

            	
              6.6607

            	
              6.6648

            	
              6.6670

            
	
              November
                15, 2008

            	
              7.6380

            	
              7.2375

            	
              6.9545

            	
              6.7986

            	
              6.7497

            	
              6.7158

            	
              6.6624

            	
              6.6673

            	
              6.6780

            	
              6.6827

            	
              6.6846

            	
              6.6854

            
	
              November
                15, 2009

            	
              7.9582

            	
              7.6717

            	
              7.2946

            	
              7.0139

            	
              6.9143

            	
              6.8416

            	
              6.7160

            	
              6.6981

            	
              6.7010

            	
              6.7020

            	
              6.7024

            	
              6.7026

            
	
              November
                15, 2010

            	
              8.0645

            	
              8.0645

            	
              8.0645

            	
              8.0645

            	
              7.3314

            	
              6.7204

            	
              6.7204

            	
              6.7204

            	
              6.7204

            	
              6.7204

            	
              6.7204

            	
              6.7204

            


    

    


    If
      the
      Stock Price falls between two Stock Prices set forth in the table above, or
      if
      the Effective Date falls between two Effective Dates set forth in the table
      above, the Cash Acquisition Conversion Rate shall be determined by straight-line
      interpolation between the Cash Acquisition Conversion Rates set forth for the
      higher and lower Stock Prices and Effective Dates, as applicable, based on
      a
      365-day year.

     

    If
      the
      Stock Price is in excess of $70.00 per share (subject to adjustment), then
      the
      Cash Acquisition Conversion Rate shall be the Minimum Conversion
      Rate.  If the Stock Price is less than $5.00 per share (subject to
      adjustment), then the Cash Acquisition Conversion Rate shall be the Maximum
      Conversion Rate.

     

    The
      Stock
      Prices in the column headings in the table above are subject to adjustment
      in
      accordance with the provisions of Section 14(c)(iv).  The conversion
      rates set forth in the table above are each subject to adjustment in the same
      manner as each Fixed Conversion Rate as set forth in Section 14.

     

     “Cash
      Acquisition Dividend Make-Whole Amount” shall have the meaning set
      forth in Section 10(c)(i)(B).

     

    “Cash
      Acquisition Notice” shall have the meaning set forth in Section
      10(b).

     

    “Certificate”
      shall have the meaning set forth in the recitals.

     

    “Closing
      Price” of the Common Stock or any securities distributed in a Spin-Off,
      as the case may be, means, as of any date of determination:

     

    (a)           the
      closing price on that date or, if no closing price is reported, the last
      reported sale price, of shares of the Common Stock or such other securities
      on
      the New York Stock Exchange on that date; or

     

    (b)           if
      the Common Stock or such other securities are not traded on the New York Stock
      Exchange, the closing price on that date as reported in composite transactions
      for the principal U.S. national or 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    regional
      securities exchange on which the Common Stock or such other securities are
      so
      traded or, if no closing price is reported, the last reported sale price of
      shares of the Common Stock or such other securities on the principal U.S.
      national or regional securities exchange on which the Common Stock or such
      other
      securities are so traded on that date; or

     

    (c)           if
      the Common Stock or such other securities are not traded on a U.S. national
      or
      regional securities exchange, the last quoted bid price on that date for the
      Common Stock or such other securities in the over-the-counter market as reported
      by Pink Sheets LLC or a similar organization; or

     

    (d)           if
      the Common Stock or such other securities are not so quoted by Pink Sheets
      LLC
      or a similar organization, the market price of the Common Stock or such other
      securities on that date as determined by a nationally recognized independent
      investment banking firm retained by the Corporation for this
      purpose.

     

    For
      the
      purposes of this Certificate, all references herein to the closing price and
      the
      last reported sale price of the Common Stock on the New York Stock Exchange
      shall be such closing price and last reported sale price as reflected on the
      website of the New York Stock Exchange (www.nyse.com) and as reported by
      Bloomberg Professional Service; provided that in the event that there
      is a discrepancy between the closing price and the last reported sale price
      as
      reflected on the website of the New York Stock Exchange and as reported by
      Bloomberg Professional Service, the closing price and the last reported sale
      price on the website of the New York Stock Exchange shall govern.

     

    “Common
      Stock” as used in this Certificate means the Corporation’s common
      stock, par value $0.01 per share, as the same exists at the date of filing
      of
      this Certificate relating to the Mandatory Convertible Preferred Stock, or
      any
      other class of stock resulting from successive changes or reclassifications
      of
      such common stock consisting solely of changes in par value, or from par value
      to no par value, or from no par value to par value.

     

    “Conversion
      Date” shall have the meaning set forth in Section 4(d).

     

    “Corporate
      Trust Office” means the principal corporate trust office of the
      Transfer Agent at which, at any particular time, its corporate trust business
      shall be administered.

     

    “Corporation”
      shall have the meaning set forth in the recitals.

     

    “Current
      Market Price” per share of Common Stock on any date means for the
      purposes of determining an adjustment to the Fixed Conversion Rate:

     

    (a)  for
      purposes of adjustments pursuant to Section 14(a)(ii), Section 14(a)(iv) in
      the
      event of an adjustment not relating to a Spin-Off, and Section 14(a)(v), the
      average of the Closing Prices over the five consecutive Trading Day period
      ending on the Trading Day preceding the Ex-Date with respect to the issuance
      or
      distribution requiring such computation;

     

    (b)  for
      purposes of adjustments pursuant to Section 14(a)(iv) in the event of an
      adjustment relating to a Spin-Off, the average of the Closing Prices over the
      first ten consecutive Trading Days commencing on and including the fifth Trading
      Day following the Ex-Date for such distribution; and

     

    (c)           for
      purposes of adjustments pursuant to Section 14(a)(vi), the average of the
      Closing Prices over the five consecutive Trading Day period ending on the
      seventh Trading Day after the Expiration Date of the tender offer or exchange
      offer.

     

    “Depositary”
      means DTC or its nominee or any successor appointed by the
      Corporation.

     

    “Dividend
      Payment Date” means February 15, May 15, August 15 and November 15 of
      each year to and including the Mandatory Conversion Date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Dividend
      Period” means the period from and including a Dividend Payment Date to
      but excluding the next Dividend payment Date, except that the initial Dividend
      Period will commence on and include the Issue Date and will end on and exclude
      the February 15, 2008 Dividend Payment Date.

     

    “Dividend
      Rate” shall have the meaning set forth in Section 4(a).

     

    “DTC”
      means The Depository Trust Corporation.

     

    “Early
      Conversion” shall have the meaning set forth in Section
      9(a).

     

    “Early
      Conversion Additional Conversion Amount” shall have the meaning set
      forth in Section 9(b).

     

    “Early
      Conversion Date” shall have the meaning set forth in Section
      11(b).

     

    “Effective
      Date” shall have the meaning set forth in Section 10(a).

     

    “Exchange
      Property” shall have the meaning set forth in Section
      14(e).

     

    “Ex-Date,”
when
      used
      with respect to any issuance or distribution, means the first date on which
      shares of the Common Stock trade without the right to receive such issuance
      or
      distribution.

     

    “Expiration
      Date” shall have the meaning set forth in Section
      14(a)(vi).

     

    “Expiration
      Time” shall have the meaning set forth in Section
      14(a)(vi).

     

    “Fair
      Market Value” means the fair market value as determined in good faith
      by the Board of Directors (or an authorized committee thereof), whose
      determination shall be conclusive and set forth in a resolution of the Board
      of
      Directors (or such authorized committee).

     

    “Fixed
      Conversion Rates” means the Maximum Conversion Rate and the Minimum
      Conversion Rate.

     

    “Global
      Preferred Share” shall have the meaning set forth in Section
      17(a).

     

    “Global
      Shares Legend” shall have the meaning set forth in Section
      17(a).

     

    “Holder”
      means each person in whose name shares of the Mandatory Convertible Preferred
      Stock are registered, who shall be treated by the Corporation and the Registrar
      as the absolute owner of those shares of Mandatory Convertible Preferred Stock
      for the purpose of making payment and settling conversions and for all other
      purposes.

     

    “Initial
      Price” shall have the meaning set forth in Section
      8(b)(ii).

     

    “Issue
      Date” shall mean November 7, 2007, the original date of issuance of the
      Mandatory Convertible Preferred Stock.

     

    “Junior
      Stock” means the Common Stock and each other class of capital stock or
      series of Preferred Stock established after the Issue Date, the terms of which
      do not expressly provide that such class or series ranks senior to or on a
      parity with the Mandatory Convertible Preferred Stock as to dividend rights
      or
      rights upon the Corporation’s liquidation, winding-up or
      dissolution.

     

    “Liquidation
      Preference” means, as to the Mandatory Convertible Preferred Stock,
      $100.00 per share.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Mandatory
      Conversion Additional Conversion Amount” shall have the meaning set
      forth in Section 8(d).

     

    “Mandatory
      Conversion Date” means November 15, 2010.

     

    “MandatoryConversion
      Rate” shall have the meaning set forth in Section 8(b).

     

    “MandatoryConvertible
      Preferred Stock” shall have the meaning set forth in Section
      1.

     

    “Maximum
      Conversion Rate” shall have the meaning set forth in Section
      8(b)(iii).

     

    “Minimum
      Conversion Rate” shall have the meaning set forth in Section
      8(b)(i).

     

    “Officer”
      means the Chairman of the Board of Directors, the Chief Executive Officer,
      the
      Chief Financial Officer, the President, any Vice President, the Treasurer,
      or
      the Secretary of the Corporation.

     

    “Officer’s
      Certificate” means a certificate of the Corporation, signed by any duly
      authorized Officer of the Corporation.

     

    “Parity
      Stock” means any class of capital stock or series of Preferred Stock
      established after the Issue Date, the terms of which expressly provide that
      such
      class or series shall rank on a parity with the Mandatory Convertible Preferred
      Stock as to dividend rights or rights upon the Corporation’s liquidation,
      winding-up or dissolution.

     

    “Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint-stock company, limited liability
      company or trust.

     

    “Preferred
      Stock” shall have the meaning set forth in the recitals.

     

    “Record
      Date” means the February 1, May 1, August 1 and November 1 immediately
      preceding the Dividend Payment Date on February 15, May 15, August 15 and
      November 15, respectively.  These Record Dates shall apply regardless
      of whether a particular Record Date is a Business Day.

     

    “Record
      Holder” means a Holder of record of the Mandatory Convertible Preferred
      Stock as such Holder appears on the stock register of the Corporation at 5:00
      p.m., New York City time, on a Record Date.

     

    “Registrar”
      shall initially mean Mellon Investor Services LLC, the Corporation’s duly
      appointed transfer agent, registrar, and conversion and dividend disbursing
      agent for the Mandatory Convertible Preferred Stock and any successor appointed
      under Section 16.

     

    “Reorganization
      Event” shall have the meaning set forth in Section 14(e).

     

    “Senior
      Stock” means any class of capital stock or series of Preferred Stock
      established after the Issue Date, the terms of which expressly provide that
      such
      class or series shall rank senior to the Mandatory Convertible Preferred Stock
      as to dividend rights or rights upon the Corporation’s liquidation, winding-up
      or dissolution.

     

    “Share
      Cap” shall have the meaning set forth in Section 4A(e).

     

    “Shelf
      Registration Statement” shall mean a shelf registration statement filed
      with the Securities and Exchange Commission in connection with the issuance
      of
      or resales of shares of Common Stock issued as payment of a dividend, including
      dividends paid in connection with a conversion.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Spin-Off”
      means a dividend or other distribution of shares to all or substantially all
      holders of Common Stock consisting of capital stock of, or similar equity
      interests in, or relating to a subsidiary or other business unit of the
      Corporation.

     

    “Stock
      Price” means the price paid per share of Common Stock in a Cash
      Acquisition. If the consideration paid consists only of cash, the Stock Price
      shall equal the amount of cash paid per share. If the consideration paid
      consists of any property other than cash, the Stock Price shall be the average
      of the Closing Prices per share of the Common Stock over the 10 consecutive
      Trading Day period ending on the Trading Day preceding the Effective
      Date.

     

    “Threshold
      Appreciation Price” shall have the meaning set forth in Section
      8(b)(i).

     

    “Trading
      Day” means a day on which the Common Stock:

     

    (a)  is
      not
      suspended from trading on any national or regional securities exchange or
      association or over-the-counter market at the close of business;
      and

     

    (b)  has
      traded at least once on the national or regional securities exchange or
      association or over-the-counter market that is the primary market for the
      trading of the Common Stock.

     

    “Transfer
      Agent” shall initially mean Mellon Investor Services LLC, the
      Corporation’s duly appointed transfer agent, registrar, and conversion and
      dividend disbursing agent for the Mandatory Convertible Preferred Stock and
      any
      successor appointed under Section 16.

     

    “Voting
      Rights Class” shall have the meaning set forth in Section
      6(a)(i).

     

    “Voting
      Rights Triggering Event” shall mean the failure of the Corporation to
      pay dividends on the Mandatory Convertible Preferred Stock with respect to
      six
      or more Dividend Periods (whether or not consecutive).

     

    (3)  Ranking.  The
      Mandatory Convertible Preferred Stock will, with respect to dividend rights
      or
      rights upon the liquidation, winding-up or dissolution of the Corporation rank
      (i) senior to all Junior Stock, (ii) on parity with all Parity Stock and (iii)
      junior to all Senior Stock and the Corporation’s existing and future
      indebtedness.

     

    (4)  Dividends.
      (a)  Holders of shares of outstanding Mandatory Convertible Preferred
      Stock shall be entitled to receive, when, as and if declared by the Board of
      Directors, or an authorized committee of the Board of Directors, out of funds
      of
      the Corporation legally available therefor, cumulative dividends at the rate
      per
      annum of 6.75% per share on the Liquidation Preference (the “Dividend
      Rate”) (equivalent to $6.75 per annum per share).

     

    Dividends
      shall be payable in arrears
      on each Dividend Payment Date (commencing on February 15, 2008) for the Dividend
      Period ending immediately prior to such Dividend Payment Date, to the Record
      Holders on the Record Date applicable to such Dividend Payment
      Date.  If a Dividend Payment Date is not a Business Day, payment will
      be made on the next succeeding Business Day, without any interest or other
      payment in lieu of interest accruing with respect to this delay.  Such
      dividends shall be cumulative from the most recent date as to which dividends
      shall have been paid or, if no dividends have been paid, from the Issue Date,
      whether or not in any Dividend Period(s) there shall have been funds of the
      Corporation legally available for the payment of such
      dividends.   Accumulated dividends on shares of Mandatory
      Convertible Preferred Stock shall not bear interest if they are paid subsequent
      to the applicable Dividend Payment Date.

     

    Dividends
      payable for each full
      Dividend Period will be computed by dividing the Dividend Rate by
      four.   Dividends payable for any period other than a full
      Dividend Period shall be computed on the basis of the actual number of days
      elapsed during the period over a 360-day year (consisting of twelve 30-day
      months).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)  No
      dividend shall be declared or paid upon, or any sum or number of shares of
      the
      Common Stock set apart for the payment of dividends upon, any outstanding share
      of Mandatory Convertible Preferred Stock with respect to any Dividend Period
      unless all dividends for all preceding Dividend Periods shall have been declared
      and paid upon, or a sufficient sum or number of shares of Common Stock shall
      have been set apart for the payment of such dividend upon, all outstanding
      shares of Mandatory Convertible Preferred Stock.

     

    (c)  Holders
      of shares of Mandatory Convertible Preferred Stock shall not be entitled to
      any
      dividends on the Mandatory Convertible Preferred Stock, whether payable in
      cash,
      property or stock, in excess of full cumulative dividends.

     

    (d)           Dividends
      on any share of Mandatory Convertible Preferred Stock converted to Common Stock
      shall cease to accumulate on the Mandatory Conversion Date, the Cash Acquisition
      Conversion Date or the Early Conversion Date (each, a “Conversion
      Date”), as applicable.

     

    (e)           The
      Corporation shall disclose in its annual and quarterly reports on Form 10-K
      and
      Form 10-Q, respectively, filed with the Securities and Exchange Commission
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), the amount of any accumulated and unpaid dividends on Mandatory
      Convertible Preferred Stock for Dividend Periods ending prior to the last date
      of the relevant quarterly or annual period as to which such report
      relates.

     

    (4A)  Method
      of Payment of Dividends. (a)  Subject to Section 4A(e),
      any declared dividend (or any portion of any declared dividend) on the Mandatory
      Convertible Preferred Stock, whether or not for a current Dividend Period or any
      prior Dividend Period (including in connection with the payment of accumulated
      and declared and unpaid dividends to the extent required to be paid pursuant
      to
      Section 8, 9 or 10), may be paid by the Corporation, as determined in the
      Corporation’s sole discretion:

     

    (i)  in
      cash;

     

    (ii)  by
      delivery of shares of Common Stock; or

     

    (iii)  through
      any combination of cash and shares of Common Stock.

     

    (b)  Each
      payment of a declared dividend on the Mandatory Convertible Preferred Stock
      shall be made in cash, except to the extent the Corporation elects to make
      all
      or any portion of such payment in Common Stock.  The Corporation may
      make such election by giving notice to Holders thereof of such election and
      the
      portions of such payment that shall be made in cash and in Common Stock no
      later
      than 10 Trading Days prior to the Dividend Payment Date for such
      dividend.

     

    (c)  Common
      Stock issued in payment or partial payment of a declared dividend shall be
      valued for such purpose at 97% of the average of the Closing Prices per share
      of
      Common Stock over the five consecutive Trading Day period ending on the second
      Trading Day immediately preceding:

     

    (i)  the
      applicable Dividend Payment Date, in respect of a dividend payable on any such
      date; or

     

    (ii)  the
      Mandatory Conversion Date, the Early Conversion Date or the Cash Acquisition
      Conversion Date, as applicable, in respect of a dividend payable on such
      date.

     

    (d)  No
      fractional shares of Common Stock shall be delivered to Holders in payment
      or
      partial payment of a dividend. A cash adjustment shall be paid to each Holder
      that would otherwise be entitled to a fraction of a share of Common Stock based
      on the average of the Closing Prices of the Common Stock over the five
      consecutive Trading Day period ending on the second Trading Day immediately
      preceding the Dividend Payment Date or Conversion Date on which such dividend
      is
      payable.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (e)  Notwithstanding
      the foregoing, in no event shall the number of shares of Common Stock delivered
      in connection with any regular dividend payment or any dividend payment made
      in
      connection with a conversion exceed a number equal to the total dividend payment
      divided by $4.34 (this number of shares, the “Share Cap”),
      subject to adjustment in the same manner (but on an inversely proportional
      basis) as each Fixed Conversion Rate as set forth in Section 14.  To
      the extent the Corporation does not deliver shares of Common Stock as a result
      of the Share Cap and the Corporation is legally able to do so, the Corporation
      shall, notwithstanding any notice by it to the contrary, pay the remaining
      declared and unpaid dividends in cash.

     

    (f)  To
      the
      extent that the Corporation, in its reasonable judgment, determines that a
      Shelf
      Registration Statement is required in connection with the issuance of, or for
      resales of, Common Stock issued as payment of a dividend, including dividends
      paid in connection with a conversion, the Corporation shall, to the extent
      such
      a Shelf Registration Statement is not currently filed and effective, use its
      reasonable best efforts to file and maintain the effectiveness of such a Shelf
      Registration Statement until the earlier of such time as all shares of Common
      Stock have been resold thereunder and such time as all such shares are freely
      tradeable without registration.  To the extent applicable, the
      Corporation shall also use its reasonable best efforts to have the shares of
      Common Stock qualified or registered under applicable state securities laws,
      if
      required, and approved for listing on the New York Stock Exchange (or if the
      Common Stock is not listed on the New York Stock Exchange, on the principal
      other U.S. national or regional securities exchange on which the Common Stock
      is
      then listed).

     

    (5)  Payment
      Restrictions. (a)  Unless all accumulated and unpaid
      dividends on Mandatory Convertible Preferred Stock for all prior Dividend
      Periods shall have been paid in full, the Corporation shall not:

     

    (i)  declare
      or pay any dividend or make any distribution of assets on any Junior Stock,
      other than dividends or distributions in the form of Junior Stock and cash
      solely in lieu of fractional shares in connection with any such dividend or
      distribution;

     

    (ii)  redeem,
      purchase or otherwise acquire any shares of Junior Stock or pay or make any
      monies available for a sinking fund for such shares of Junior Stock, other
      than
      (A) upon conversion or exchange for other Junior Stock or (B) the purchase
      of
      fractional interests in shares of any Junior Stock pursuant to the conversion
      or
      exchange provisions of such Junior Stock;

     

    (iii)  except
      as
      provided in Section 5(b), declare or pay any dividend or make any distribution
      of assets on any shares of Parity Stock, other than dividends or distributions
      in the form of Parity Stock or Junior Stock and cash solely in lieu of
      fractional shares in connection with any such dividend or distribution;
      or

     

    (iv)  redeem,
      purchase or otherwise acquire any shares of Parity Stock, except upon conversion
      into or exchange for other Parity Stock or Junior Stock and cash solely in
      lieu
      of fractional shares in connection with any such conversion or
      exchange.

     

    (b)  When
      dividends are not paid in full upon the shares of Mandatory Convertible
      Preferred Stock, all dividends declared on Mandatory Convertible Preferred
      Stock
      and any other Parity Stock shall be paid either:

     

    (i)           pro
      rata so that the amount of dividends so declared on the shares of Mandatory
      Convertible Preferred Stock and each such other class or series of Parity Stock
      shall in all cases bear to each other the same ratio as accumulated dividends
      on
      the shares of Mandatory Convertible Preferred Stock and such other class or
      series of Parity Stock bear to each other; or

     

    (ii)           on
      another basis that is at least as favorable to the Holders entitled to receive
      such dividends.

     

    (6)  Voting
      Rights. (a)  The Holders shall have no voting rights
      except as set forth below or as otherwise required by Delaware law from time
      to
      time:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (i)  If
      and
      whenever at any time or times a Voting Rights Triggering Event occurs, then
      the
      Holders of shares of Mandatory Convertible Preferred Stock, voting as a single
      class with any Parity Stock having similar voting rights that are exercisable
      (the “Voting Rights Class”), shall be entitled at the
      Corporation’s next regular or special meeting of shareholders of the Corporation
      to elect two additional directors to the Board of Directors. Upon the election
      of any such additional directors, the number of directors that comprise the
      Board of Directors shall be increased by such number of additional
      directors.

     

    (ii)  Such
      voting rights may be exercised at a special meeting of the holders of the shares
      of the Voting Rights Class, called as hereinafter provided, or at any annual
      meeting of shareholders held for the purpose of electing directors, and
      thereafter at each such annual meeting until such time as all dividends in
      arrears on the shares of Mandatory Convertible Preferred Stock shall have been
      paid in full, at which time or times such voting rights and the term of the
      directors elected pursuant to Section 6(a)(i) shall terminate.

     

    (iii)  At
      any
      time when voting rights pursuant to Section 6(a)(i) shall have vested and be
      continuing in Holders, or if a vacancy shall exist in the office of any such
      additional director, the Board of Directors may call, and, upon written request
      of the Holders of at least twenty-five percent (25%) of the outstanding
      Mandatory Convertible Preferred Stock addressed to the chairman of the Board
      of
      Directors shall call, a special meeting of the holders of shares of the Voting
      Rights Class (voting as a single class) for the purpose of electing the
      directors that such holders are entitled to elect. Such meeting shall be held
      at
      the earliest practicable date upon the notice required for annual meetings
      of
      shareholders at the place for holding annual meetings of shareholders of the
      Corporation, or, if none, at a place designated by the Board of Directors.
      Notwithstanding the provisions of this Section 6(a)(iii), no such special
      meeting shall be called during a period within the 60 days immediately preceding
      the date fixed for the next annual meeting of shareholders, in which case the
      election of directors pursuant to Section 6(a)(i) shall be held at such annual
      meeting of shareholders.

     

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

     

    (v)  Any
      director elected pursuant to the voting rights created under this Section 6(a)
      shall hold office until the next annual meeting of shareholders (unless such
      term has previously terminated pursuant to Section 6(a)(ii)) and any vacancy
      in
      respect of any such director shall be filled only by vote of the remaining
      director so elected by holders of the Voting Rights Class, or if there be no
      such remaining director, by the holders of shares of the Voting Rights Class
      at
      a special meeting called in accordance with the procedures set forth in this
      Section 6(a), or, if no such special meeting is called, at the next annual
      meeting of shareholders. Upon any termination of such voting rights, the term
      of
      office of all directors elected pursuant to this Section 6(a) shall
      terminate.

     

    (vi)  So
      long
      as any shares of Mandatory Convertible Preferred Stock remain outstanding,
      unless a greater percentage shall then be required by law, the Corporation
      shall
      not, without the affirmative vote or consent of the holders of at least 66
      2/3%
      of the outstanding shares of Mandatory Convertible Preferred Stock and all
      other
      shares of the Voting Rights Class, voting as a single class, in person or by
      proxy, at an annual meeting of the Corporation’s shareholders or at a special
      meeting called for such purpose, or by written consent in lieu of such meeting,
      alter, repeal or amend, whether by merger, consolidation, combination,
      reclassification or otherwise, any provisions of the Amended and Restated
      Certificate of Incorporation or this Certificate if the amendment would amend,
      alter or affect the powers, preferences or rights of Mandatory Convertible
      Preferred Stock so as to adversely affect the Holders thereof, including,
      without limitation, the creation of, increase in the authorized number of,
      or
      issuance of, shares of any class or series of Senior Stock.

     

    (vii)  In
      exercising the voting rights set forth in this Section 6(a), each share of
      Mandatory Convertible Preferred Stock and any other shares of the Voting Rights
      Class participating in the votes described above shall be in proportion to
      the
      liquidation preference of such share.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    (7)  Liquidation,
      Dissolution or Winding-Up. (a)  In the event of any
      liquidation, winding-up or dissolution of the Corporation, whether voluntary
      or
      involuntary, each Holder shall be entitled to receive the Liquidation Preference
      plus an amount equal to accumulated and unpaid dividends on the shares to the
      date fixed for liquidation, winding-up or dissolution to be paid out of the
      assets of the Corporation available for distribution to its shareholders, after
      satisfaction of liabilities owed to the Corporation’s creditors and before any
      payment or distribution is made on any Junior Stock, including, without
      limitation, Common Stock.

     

    (b)  Neither
      the sale, conveyance, exchange or transfer (for cash, shares of stock,
      securities or other consideration) of all or substantially all the assets or
      business of the Corporation (other than in connection with the liquidation,
      winding-up or dissolution of its business), nor the merger or consolidation
      of
      the Corporation into or with any other Person, shall be deemed to be a
      liquidation, winding-up or dissolution, voluntary or involuntary, for the
      purposes of this Section 7.

     

    (c)  After
      the
      payment to the Holders of full preferential amounts provided for in this Section
      7, the Holders as such shall have no right or claim to any of the remaining
      assets of the Corporation.

     

    (d)  If
      upon
      the voluntary or involuntary liquidation, winding-up or dissolution of the
      Corporation, the amounts payable with respect to the Liquidation Preference
      plus
      an amount equal to accumulated and unpaid dividends of the Mandatory Convertible
      Preferred Stock and all Parity Stock are not paid in full, the Holders and
      all
      holders of the Parity Stock will share equally and ratably in any distribution
      of the Corporation’s assets in proportion to the Liquidation Preference and an
      amount equal to the accumulated and unpaid dividends to which such holders
      are
      entitled.

     

    (8)  Mandatory
      Conversion on the Mandatory Conversion Date. (a)  Each
      share of Mandatory Convertible Preferred Stock shall automatically convert
      (unless previously converted at the option of the Holder in accordance with
      Section 9 or pursuant to an exercise of a Cash Acquisition Conversion right
      pursuant to Section 10) on the Mandatory Conversion Date, into a number of
      shares of Common Stock equal to the Mandatory Conversion Rate.

     

    (b)  The
      “MandatoryConversion Rate” shall be as
      follows:

     

    (i)  if
      the
      Applicable Market Value of the Common Stock is greater than $14.88 (the
“Threshold Appreciation Price”), then the Mandatory Conversion
      Rate shall be equal to 6.7204 shares of Common Stock per share of Mandatory
      Convertible Preferred Stock (the “Minimum Conversion
      Rate”);

     

    (ii)  if
      the
      Applicable Market Value of the Common Stock is less than or equal to the
      Threshold Appreciation Price but greater than or equal to $12.40 (the
“Initial Price”), then the Mandatory Conversion Rate shall be
      equal to $100.00 divided by the Applicable Market Value of the Common Stock;
      or

     

    (iii)  if
      the
      Applicable Market Value of the Common Stock is less than the Initial Price,
      then
      the Mandatory Conversion Rate shall be equal to 8.0645 shares of Common Stock
      per share of Mandatory Convertible Preferred Stock (the “Maximum
      Conversion Rate”).

     

    (c)  The
      Fixed
      Conversion Rates, the Threshold Appreciation Price, the Initial Price and the
      Applicable Market Value are each subject to adjustment in accordance with the
      provisions of Section 14.

     

    (d)  In
      addition to the number of shares of Common Stock issuable pursuant to Section
      8(a), the Holders on the Mandatory Conversion Date shall have the right to
      receive an amount equal to all accumulated and declared and unpaid dividends
      on
      the Mandatory Convertible Preferred Stock, for the then-current Dividend


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Period
      ending on the Mandatory Conversion Date and all prior Dividend Periods (other
      than previously declared dividends on the Mandatory Convertible Preferred Stock
      payable to Record Holders as of a prior Record Date).

     

    If
      on the Mandatory Conversion Date the
      Corporation has not declared all or any portion of the accumulated and unpaid
      dividends payable on such date, the Mandatory Conversion Rate will be adjusted
      so that Holders receive an additional number of shares of Common Stock equal
      to
      the amount of accumulated and unpaid dividends that have not been declared
      (“Mandatory Conversion Additional Conversion Amount”) divided
      by the average of the Closing Prices of the Common Stock over the twenty
      consecutive Trading Day period ending on the third Trading Day immediately
      preceding the Mandatory Conversion Date; provided, however, that in no
      event shall the Corporation increase the number of shares of Common Stock to
      be
      issued in excess of the Share Cap. To the extent that the Corporation does
      not
      deliver any or all of the additional shares as a result of the Share Cap, the
      Holders shall not have any claim whatsoever against the Corporation in respect
      of the remaining Mandatory Conversion Additional Conversion Amount.

     

    (9)  Early
      Conversion at the Option of the Holder. (a)  Other than
      during a Cash Acquisition Conversion Period, the Holders shall have the right
      to
      convert their shares of Mandatory Convertible Preferred Stock, in whole or
      in
      part (but in no event less than one share of Mandatory Convertible Preferred
      Stock), at any time prior to the Mandatory Conversion Date (“Early
      Conversion”), into shares of Common Stock at the Minimum Conversion
      Rate, subject to satisfaction of the conversion procedures set forth in Section
      11.

     

    (b)  In
      addition to the number of shares of Common Stock issuable pursuant to Section
      9(a), with respect to each share of Mandatory Convertible Preferred Stock being
      converted, the converting Holder shall have the right to receive as of the
      Early
      Conversion Date all accumulated and declared and unpaid dividends for all prior
      Dividend Periods ending on or prior to the Dividend Payment Date immediately
      preceding the Early Conversion Date (other than previously declared dividends
      on
      the Mandatory Convertible Preferred Stock payable to Record Holders as of a
      prior Record Date).

     

    If
      on the Early Conversion Date the
      Corporation has not declared all or any portion of the accumulated and unpaid
      dividends payable for such prior dividend periods, the Minimum Conversion Rate
      will be adjusted so that the converting Holder receives an additional number
      of
      shares of Common Stock equal to the amount of accumulated and unpaid dividends
      that have not been declared (the “Early Conversion Additional Conversion
      Amount”), divided by the average of the Closing Prices of the Common
      Stock over the twenty consecutive Trading Day period ending on the third Trading
      Day immediately preceding the Early Conversion Date; provided, however,
      that in no event shall the Corporation increase the number of shares of Common
      Stock to be issued in excess of the Share Cap. To the extent that the
      Corporation does not deliver any or all additional shares as a result of the
      Share Cap, the Holders shall not have any claim whatsoever against the
      Corporation in respect of the remaining Early Conversion Additional Conversion
      Amount.  Except as described above, upon any Early Conversion of the
      Mandatory Convertible Preferred Stock, the Corporation shall make no payment
      or
      allowance for unpaid dividends on the Mandatory Convertible Preferred
      Stock.

     

    (10)  Cash
      Acquisition Conversion. (a)  If a Cash Acquisition
      occurs, the Holders shall have the right to convert their shares of Mandatory
      Convertible Preferred Stock, in whole or in part (but in no event less than
      one
      share of Mandatory Convertible Preferred Stock) (such right of the Holders
      to
      convert their shares pursuant to this Section 10(a) being the “Cash
      Acquisition Conversion”) during a period (the “Cash Acquisition
      Conversion Period”) that begins on the effective date of such Cash
      Acquisition (the “Effective Date”) and ends at 5:00 p.m., New
      York City time, on the date that is 15 calendar days after the Effective Date
      (or, if earlier, the Mandatory Conversion Date) into shares of Common Stock
      at
      the Cash Acquisition Conversion Rate (as adjusted pursuant to Section
      14).

     

    (b)  On
      or
      before the twentieth calendar day prior to the anticipated effective date of
      the
      Cash Acquisition, a written notice (the “Cash Acquisition
      Notice”) shall be sent by or on behalf of the Corporation, by
      first-class mail, postage prepaid, to the Holders of record as they appear
      on
      the stock register of the Corporation. Such notice shall state:

     

    (i)  the
      anticipated effective of the Cash Acquisition;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (ii)  that
      Holders shall have the right to effect a Cash Acquisition Conversion in
      connection with such Cash Acquisition during the Cash Acquisition Conversion
      Period;

     

    (iii)  the
      Cash
      Acquisition Conversion Period;

     

    (iv)  if
      the
      Corporation shall elect to pay any amount payable pursuant to Section 10(c)
      below in shares of Common Stock or a combination cash and shares of Common
      Stock, that the Corporation shall pay such amount payable in full in shares
      or
      in a combination of cash and shares of Common Stock (and if so, will specify
      the
      combination, which may be in percentage terms); and

     

    (v)  the
      instructions a Holder must follow to effect a Cash Acquisition Conversion in
      connection with such Cash Acquisition.

     

    (c)  Upon
      any
      conversion pursuant to Section 10(a), in addition to issuing to the converting
      Holders the number of shares of Common Stock at the Cash Acquisition Conversion
      Rate, the Corporation shall:

     

    (i)  (x)           pay
      the converting Holders in cash (or in the Corporation’s sole discretion (subject
      to the Share Cap) in shares of Common Stock or a combination of cash and shares
      of Common Stock) to the extent the Corporation is legally permitted to do so,
      the sum of:

     

    (A)  an
      amount
      equal to any accumulated and declared and unpaid dividends on shares of
      Mandatory Convertible Preferred Stock subject to such Cash Acquisition
      Conversion (other than previously declared dividends on the Mandatory
      Convertible Preferred Stock payable to Record Holders as of a prior Record
      Date), and

     

    (B)  the
      present value of all dividend payments on the shares of Mandatory Convertible
      Preferred Stock subject to such Cash Acquisition Conversion for all remaining
      Dividend Periods from the Effective Date to but excluding the Mandatory
      Conversion Date (the “Cash Acquisition Dividend Make-Whole
      Amount”) (the present value of the remaining future dividend payments
      shall be computed using a discount rate equal to 10.00%), or

     

    (y)           increase
      the number of shares of Common Stock to be issued on conversion by a number
      equal to (A) the sum of any accumulated and declared and unpaid dividends and
      the Cash Acquisition Dividend Make-Whole Amount, divided by (B) the Stock Price;
      and

     

    (ii)  if
      the
      Corporation has not declared all or any portion of the accumulated and unpaid
      dividends payable on the Effective Date, the Cash Acquisition Conversion Rate
      will be adjusted so that converting Holders receive an additional number of
      shares of Common Stock equal to the amount of accumulated and unpaid dividends
      that have not been declared (the “Cash Acquisition
      ConversionAdditional Conversion Amount”), divided by
      the Stock Price; provided, however, that in no event shall the
      Corporation increase the number of shares of Common Stock to be issued in excess
      of the Share Cap. To the extent that the Corporation does not deliver any or
      all
      additional shares as a result of the Share Cap, the Holders shall not have
      any
      claim whatsoever against the Corporation in respect of the remaining Cash
      Acquisition Conversion Additional Conversion Amount.

     

    (11)  Conversion
      Procedures. (a)   Pursuant to Section 8, on the
      Mandatory Conversion Date, any outstanding shares of Mandatory Convertible
      Preferred Stock will automatically convert into shares of Common
      Stock.  The person or persons entitled to receive the shares of Common
      Stock issuable upon mandatory conversion of the Mandatory Convertible Preferred
      Stock will be treated as the record holder(s) of such shares of Common Stock
      as
      of 5:00 p.m., New York City time, on the Mandatory Conversion
      Date.  Except as provided under Section 14(c)(ii), prior to 5:00 p.m.,
      New York City time, on the Mandatory Conversion Date, the shares of Common
      Stock
      issuable upon conversion of the Mandatory Convertible Preferred Stock will
      not
      be deemed to be outstanding for any purpose and Holders shall have no rights
      with respect to such shares of Common Stock, including voting rights, rights
      to
      respond to tender offers and rights to receive any dividends or other
      distributions on the Common Stock, by virtue of holding the Mandatory
      Convertible Preferred Stock.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b)  To
      effect
      an Early Conversion pursuant to Section 9, a Holder who:

     

    (i)  holds
      a
      beneficial interest in a global share of Mandatory Convertible Preferred stock
      must deliver to DTC the appropriate instruction form for conversion pursuant
      to
      DTC’s conversion program and, if required, pay funds equal to the dividend
      payable on the next Dividend Payment Date to which such Holder is not entitled
      and, if required, pay all transfer or similar taxes or duties, if any;
      or

     

    (ii)  holds
      shares of Mandatory Convertible Preferred Stock in certificated form
      must:

     

    (A)  complete
      and manually sign the conversion notice on the back of the Mandatory Convertible
      Preferred Stock certificate or a facsimile of the conversion
      notice;

     

    (B)  deliver
      the completed conversion notice and the certificated shares of Mandatory
      Convertible Preferred Stock to be converted to the Conversion
      Agent;

     

    (C)  if
      required, furnish appropriate endorsements and transfer documents;

     

    (D)  if
      required, pay funds equal to the dividend payable on the next Dividend Payment
      Date to which such Holder is not entitled by virtue of Section 9(b) which
      provides that, with respect to declared dividends, an early converting Holder
      is
      entitled to receive as of the Early Conversion Date only all accumulated and
      declared and unpaid dividends for all prior Dividend Periods ending on or prior
      to the Dividend Payment Date immediately preceding the Early Conversion Date
      (other than previously declared dividends on the Mandatory Convertible Preferred
      Stock payable to Record Holders as of a prior Record Date); and

     

    (E)  if
      required, pay all transfer or similar taxes or duties, if any.

     

    The
      Early Conversion will be effective
      on the date on which a Holder has satisfied all of the foregoing requirements,
      to the extent applicable (“Early Conversion
      Date”).  A Holder will not be required to pay any transfer or
      similar taxes or duties relating to the issuance or delivery of Common Stock
      if
      such Holder exercises its conversion rights, but such Holder will be required
      to
      pay any transfer or similar tax or duty that may be payable relating to any
      transfer involved in the issuance or delivery of Common Stock in a name other
      than the name of such Holder. A certificate representing Common Stock will
      be
      issued and delivered only after all applicable taxes and duties, if any, payable
      by the Holder have been paid in full.

     

    The
      person or persons entitled to
      receive the Common Stock issuable upon Early Conversion shall be treated for
      all
      purposes as the record holder(s) of such shares of Common Stock as of 5:00
      p.m.,
      New York City time, on the applicable Early Conversion Date.  No
      allowance or adjustment, except as set forth in Section 14, shall be made in
      respect of dividends payable to holders of Common Stock of record as of any
      date
      prior to such applicable Early Conversion Date.  Prior to the
      applicable Early Conversion Date, shares of Common Stock issuable upon
      conversion of any shares of Mandatory Convertible Preferred Stock shall not
      be
      deemed outstanding for any purpose, and Holders of shares of Mandatory
      Convertible Preferred Stock shall have no rights with respect to the Common
      Stock (including voting rights, rights to respond to tender offers for the
      Common Stock and rights to receive any dividends or other distributions on
      the
      Common Stock) by virtue of holding shares of Mandatory Convertible Preferred
      Stock.

     

    In
      the
      event that an Early Conversion is effected with respect to shares of Mandatory
      Convertible Preferred Stock representing less than all the shares of Mandatory
      Convertible Preferred Stock held by a Holder, upon such Early Conversion the
      Corporation shall execute and the Registrar shall countersign and deliver to
      the
      Holder thereof, at the expense of the Corporation, a certificate evidencing
      the
      shares of Mandatory Convertible Preferred Stock as to which Early Conversion
      was
      not effected.

     

    The
      Corporation shall deliver the shares of Common Stock and the amount of cash,
      if
      any, to which the Holder converting pursuant to Section 9 is entitled on or
      prior to the third Trading Day immediately following the Early Conversion
      Date.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (c)  To
      effect
      a Cash Acquisition Conversion pursuant to Section 10, a Holder shall deliver
      to
      the Conversion Agent at any time during the Cash Acquisition Conversion Period,
      the certificate(s) (if such shares are held in certificated form) evidencing
      the
      shares of Mandatory Convertible Preferred Stock with respect to which the Cash
      Acquisition Conversion right is being exercised, duly assigned or endorsed
      for
      transfer to the Corporation, or accompanied by duly executed stock powers
      relating thereto, or in blank, with a written notice to the Corporation stating
      the Holder’s intention to convert early in connection with the Cash Acquisition
      containing the information set forth in Section 11(b) and paying the transfer
      or
      similar taxes or duties, if any.  If a Holder holds a beneficial
      interest in a global share of Mandatory Convertible Preferred Stock, such Holder
      must deliver to DTC the appropriate instruction form for conversion pursuant
      to
      DTC’s conversion program and, if required, pay all transfer or similar taxes or
      duties, if any.  A Holder will not be required to pay any transfer or
      similar taxes or duties relating to the issuance or delivery of Common Stock
      if
      such Holder exercises its conversion rights, but such Holder will be required
      to
      pay any transfer or similar tax or duty that may be payable relating to any
      transfer involved in the issuance or delivery of Common Stock in a name other
      than the name of such Holder.  A certificate representing Common Stock
      will be issued and delivered only after all applicable taxes and duties, if
      any,
      payable by the Holder have been paid in full.  For the avoidance of
      doubt, Holders who do not submit their conversion notice during the Cash
      Acquisition Conversion Period shall not be entitled to convert their shares
      of
      Mandatory Convertible Preferred Stock at the Cash Acquisition Conversion Rate
      or
      to receive the Cash Acquisition Dividend Make-Whole Amount.

     

    The
      person or persons entitled to
      receive the Common Stock issuable upon such conversion shall be treated for
      all
      purposes as the record holder(s) of such shares of Common Stock as of 5:00
      p.m.,
      New York City time, on the applicable Cash Acquisition Conversion Date. No
      allowance or adjustment, except as set forth in Section 14, shall be made in
      respect of dividends payable to holders of Common Stock of record as of any
      date
      prior to such applicable Cash Acquisition Conversion Date.  Prior to
      such applicable Cash Acquisition Conversion Date, shares of Common Stock
      issuable upon conversion of any shares of Mandatory Convertible Preferred Stock
      shall not be deemed outstanding for any purpose, and Holders of shares of
      Mandatory Convertible Preferred Stock shall have no rights with respect to
      the
      Common Stock (including voting rights, rights to respond to tender offers for
      the Common Stock and rights to receive any dividends or other distributions
      on
      the Common Stock) by virtue of holding shares of Mandatory Convertible Preferred
      Stock.

     

    In
      the event that a Cash Acquisition
      Conversion is effected with respect to shares of Mandatory Convertible Preferred
      Stock representing less than all the shares of Mandatory Convertible Preferred
      Stock held by a Holder, upon such Cash Acquisition Conversion the Corporation
      shall execute and the Registrar shall countersign and deliver to the Holder
      thereof, at the expense of the Corporation, a certificate evidencing the shares
      of Mandatory Convertible Preferred Stock as to which Cash Acquisition Conversion
      was not effected.

     

    The
      Corporation shall deliver the shares of Common Stock and the amount of cash
      to
      which the Holder converting pursuant to Section 10 is entitled on or prior
      to
      the third Trading Day immediately following the Cash Acquisition Conversion
      Date.

     

    (d)  Shares
      of
      Mandatory Convertible Preferred Stock shall cease to be outstanding on the
      applicable Conversion Date, subject to the right of Holders of such shares
      to
      receive shares of Common Stock issuable upon conversion of such shares of
      Mandatory Convertible Preferred Stock and other amounts and shares of Common
      Stock, if any, to which they are entitled pursuant to Section 8, 9 or 10, as
      applicable.

     

    (e)  In
      the
      event that a Holder of shares of Mandatory Convertible Preferred Stock shall
      not
      by written notice designate the name in which shares of Common Stock to be
      issued upon conversion of such Mandatory Convertible Preferred Stock should
      be
      registered or the address to which the certificate or certificates representing
      such shares of Common Stock should be sent, the Corporation shall be entitled
      to
      register such shares, and make such payment, in the name of the Holder of such
      Mandatory Convertible Preferred Stock as shown on the records of the Corporation
      and to send the certificate or certificates representing such shares of Common
      Stock to the address of such Holder shown on the records of the
      Corporation.

     

    (12)  Reservation
      of Common Stock. (a) The Corporation shall at all times reserve
      and keep available out of its authorized and unissued Common Stock or shares
      held in the treasury of the Corporation, solely for issuance upon the conversion
      of shares of Mandatory Convertible Preferred Stock as herein provided, free
      from
      any preemptive or other similar rights, such number of shares of Common Stock
      as
      shall from time to time be

     

    
      
        
        

      

      
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    issuable
      upon the conversion of all the shares of Mandatory Convertible Preferred Stock
      then outstanding. For purposes of this Section 12(a), the number of shares
      of
      Common Stock that shall be deliverable upon the conversion of all outstanding
      shares of Mandatory Convertible Preferred Stock shall be computed as if at
      the
      time of computation all such outstanding shares were held by a single
      Holder.

     

    (b)  Notwithstanding
      the foregoing, the Corporation shall be entitled to deliver upon conversion
      of
      shares of Mandatory Convertible Preferred Stock, as herein provided, shares
      of
      Common Stock reacquired and held in the treasury of the Corporation (in lieu
      of
      the issuance of authorized and unissued shares of Common Stock), so long as
      any
      such treasury shares are free and clear of all liens, charges, security
      interests or encumbrances (other than liens, charges, security interests and
      other encumbrances created by the Holders).

     

    (c)  All
      shares of Common Stock delivered upon conversion of the Mandatory Convertible
      Preferred Stock shall be duly authorized, validly issued, fully paid and
      non-assessable, free and clear of all liens, claims, security interests and
      other encumbrances (other than liens, charges, security interests and other
      encumbrances created by the Holders).

     

    (d)  Prior
      to
      the delivery of any securities that the Corporation shall be obligated to
      deliver upon conversion of the Mandatory Convertible Preferred Stock, the
      Corporation shall use its reasonable best efforts to comply with all federal
      and
      state laws and regulations thereunder requiring the registration of such
      securities with, or any approval of or consent to the delivery thereof by,
      any
      governmental authority.

     

    (e)  The
      Corporation hereby covenants and agrees that, if at any time the Common Stock
      shall be listed on the New York Stock Exchange or any other national securities
      exchange or automated quotation system, the Corporation shall, if permitted
      by
      the rules of such exchange or automated quotation system, list and keep listed,
      so long as the Common Stock shall be so listed on such exchange or automated
      quotation system, all Common Stock issuable upon conversion of the Mandatory
      Convertible Preferred Stock; provided, however, that if the rules of
      such exchange or automated quotation system permit the Corporation to defer
      the
      listing of such Common Stock until the first conversion of Mandatory Convertible
      Preferred Stock into Common Stock in accordance with the provisions hereof,
      the
      Corporation covenants to list such Common Stock issuable upon conversion of
      the
      Mandatory Convertible Preferred Stock in accordance with the requirements of
      such exchange or automated quotation system at such time.

     

    (13)  Fractional
      Shares. (a) No fractional shares of Common Stock shall be issued
      as a result of any conversion of shares of Mandatory Convertible Preferred
      Stock.

     

    (b)  In
      lieu
      of any fractional share of Common Stock otherwise issuable in respect of any
      mandatory conversion pursuant to Section 8 or a conversion at the option of
      the
      Holder pursuant to Section 9 or Section 10, the Corporation shall pay an amount
      in cash (computed to the nearest cent) equal to the same fraction
      of:

     

    (i)  in
      the
      case of a mandatory conversion pursuant to Section 8 or a Cash Acquisition
      Conversion pursuant to Section 10, the average of the Closing Prices over the
      five consecutive Trading Day period preceding the Trading Day immediately
      preceding the Mandatory Conversion Date or Cash Acquisition Conversion Date,
      as
      applicable; or

     

    (ii)  in
      the
      case of an Early Conversion pursuant to Section 9, the Closing Price of the
      Common Stock on the second Trading Day immediately preceding the Early
      Conversion Date.

     

    (c)  If
      more
      than one share of the Mandatory Convertible Preferred Stock is surrendered
      for
      conversion at one time by or for the same Holder, the number of full shares
      of
      Common Stock issuable upon conversion thereof shall be computed on the basis
      of
      the aggregate number of shares of the Mandatory Convertible Preferred Stock
      so
      surrendered.

     

    (14)  Anti-Dilution
      Adjustments to the Fixed Conversion Rates. (a) Each Fixed
      Conversion Rate shall be subject to the following adjustments:

     

    
      
        
        

      

      
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    (i)  Stock
      Dividends and Distributions. If the Corporation issues Common Stock to all
      or substantially all of the holders of Common Stock as a dividend or other
      distribution, each Fixed Conversion Rate in effect at 5:00 p.m., New York City
      time, on the date fixed for determination of the holders of Common Stock
      entitled to receive such dividend or other distribution will be divided by
      a
      fraction:

     

    (A)  the
      numerator of which is the number of shares of Common Stock outstanding at 5:00
      p.m., New York City time, on the date fixed for such determination,
      and

     

    (B)  the
      denominator of which is the sum of the number of shares of Common Stock
      outstanding at 5:00 p.m., New York City time, on the date fixed for such
      determination and the total number of shares of Common Stock constituting such
      dividend or other distribution.

     

    Any
      adjustment made pursuant to this
      clause (i) will become effective immediately after 5:00 p.m., New York City
      time, on the date fixed for such determination. If any dividend or distribution
      described in this clause (i) is declared but not so paid or made, each Fixed
      Conversion Rate shall be readjusted, effective as of the date the Board of
      Directors publicly announces its decision not to make such dividend or
      distribution, to such Fixed Conversion Rate that would be in effect if such
      dividend or distribution had not been declared.   For the
      purposes of this clause (i), the number of shares of Common Stock outstanding
      at
      5:00 p.m., New York City time, on the date fixed for such determination shall
      not include shares held in treasury by the Corporation but shall include any
      shares issuable in respect of any scrip certificates issued in lieu of fractions
      of shares of Common Stock. The Corporation shall not pay any dividend or make
      any distribution on shares of Common Stock held in treasury by the
      Corporation.

     

    (ii)  Issuance
      of Stock Purchase Rights. If the Corporation issues to all or substantially
      all holders of Common Stock rights or warrants (other than rights or warrants
      issued pursuant to a dividend reinvestment plan or share purchase plan or other
      similar plans), entitling such holders, for a period of up to 45 calendar days
      from the date of issuance of such rights or warrants, to subscribe for or
      purchase shares of Common Stock at a price per share less than the Current
      Market Price, each Fixed Conversion Rate in effect at 5:00 p.m., New York City
      time, on the date fixed for determination of the holders of Common Stock
      entitled to receive such rights or warrants will be increased by multiplying
      such Fixed Conversion Rate by a fraction:

     

    (A)  the
      numerator of which is the sum of the number of shares of Common Stock
      outstanding at 5:00 p.m., New York City time, on the date fixed for such
      determination and the number of shares of Common Stock issuable pursuant to
      such
      rights or warrants, and

     

    (B)  the
      denominator of which shall be the sum of the number of shares of Common Stock
      outstanding at 5:00 p.m., New York City time, on the date fixed for such
      determination and the number of shares of Common Stock equal to the quotient
      of
      the aggregate offering price payable to exercise such rights or warrants divided
      by the Current Market Price.

     

    Any
      adjustment made pursuant to this
      clause (ii) will become effective immediately after 5:00 p.m., New York City
      time, on the date fixed for such determination. In the event that such rights
      or
      warrants described in this clause (ii) are not so issued, each Fixed Conversion
      Rate shall be readjusted, effective as of the date the Board of Directors
      publicly announces its decision not to issue such rights or warrants, to such
      Fixed Conversion Rate that would then be in effect if such issuance had not
      been
      declared. To the extent that such rights or warrants are not exercised prior
      to
      their expiration or shares of Common Stock are otherwise not delivered pursuant
      to such rights or warrants upon the exercise of such rights or warrants, each
      Fixed Conversion Rate shall be readjusted to such Fixed Conversion Rate that
      would then be in effect had the adjustment made upon the issuance of such rights
      or warrants been made on the basis of the delivery of only the number of shares
      of Common Stock actually delivered. In determining the aggregate offering price
      payable to exercise such rights or warrants, there shall be taken into account
      any consideration received for such rights or warrants and the value of such
      consideration (if other than cash, to be determined by the Board of Directors
      (or an authorized committee thereof), whose determination shall be
      conclusive).  For the purposes of this clause (ii), the number of
      shares of Common Stock at the time outstanding shall not include shares held
      in
      treasury by the Corporation but shall include any shares issuable in respect
      of
      any scrip certificates issued in lieu of fractions of shares of Common Stock.
      The Corporation shall not issue any such rights or warrants in respect of shares
      of Common Stock held in treasury by the Corporation.

     

    
      
        
        

      

      
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    (iii)  Subdivisions
      and Combinations of the Common Stock. If outstanding shares of Common Stock
      shall be subdivided into a greater number of shares of Common Stock or combined
      into a lesser number of shares of Common Stock, each Fixed Conversion Rate
      in
      effect at 5:00 p.m., New York City time, on the effective date of such
      subdivision or combination shall be multiplied by a fraction:

     

    (A)  the
      numerator of which is the number of shares of Common Stock that would be
      outstanding immediately after, and solely as a result of, such subdivision
      or
      combination, and

     

    (B)  the
      denominator of which is the number of shares of Common Stock outstanding
      immediately prior to such subdivision or combination.

     

    Any
      adjustment made pursuant to this clause (iii) shall become effective immediately
      after 5:00 p.m., New York City time, on the effective date of such subdivision
      or combination.

     

    (iv)  Debt
      or Asset Distribution. (A)  If the Corporation distributes to all
      or substantially all holders of Common Stock evidences of its indebtedness,
      shares of capital stock, securities, cash or other assets (excluding (1) any
      dividend or distribution covered by Section 14(a)(i), (2) any rights or warrants
      covered by Section 14(a)(ii), (3) any dividend or distribution covered by
      Section 14(a)(v) and (4) any Spin-Off to which the provisions set forth in
      Section 14(a)(iv)(B) apply), each Fixed Conversion Rate in effect at 5:00 p.m.,
      New York City time, on the date fixed for the determination of holders of Common
      Stock entitled to receive such distribution will be multiplied by a
      fraction:

     

    1.  the
      numerator of which is the Current Market Price, and

     

    2.  the
      denominator of which is the Current Market Price minus the Fair Market Value,
      on
      such date fixed for determination, of the portion of the evidences of
      indebtedness, shares of capital stock, securities, cash or other assets so
      distributed applicable to one share of Common Stock.

     

    (B)  In
      the
      case of a Spin-Off, each Fixed Conversion Rate in effect at 5:00 p.m., New
      York
      City time, on the date fixed for the determination of holders of Common Stock
      entitled to receive such distribution will be multiplied by a
      fraction:

     

    1.  the
      numerator of which is the sum of (x) the Current Market Price and (y) the Fair
      Market Value of the portion of those shares of capital  stock or
      similar equity interests so distributed which is applicable to one share of
      Common Stock as of the fifteenth Trading Day after the Ex-Date for such
      distribution (or, if such shares of capital stock or equity interests are listed
      on a national or regional securities exchange, the average of the Closing Prices
      of such securities for the ten consecutive Trading Day period ending on such
      fifteenth Trading Day), and

     

    2.  the
      denominator of which is the Current Market Price.

     

    Any
      adjustment made pursuant to this
      clause (iv) shall become effective immediately after 5:00 p.m., New York City
      time, on the date fixed for the determination of the holders of Common Stock
      entitled to receive such distribution. In the event that such distribution
      described in this clause (iv) is not so made, each Fixed Conversion Rate shall
      be readjusted, effective as of the date the Board of Directors publicly
      announces its decision not to pay such dividend or distribution, to such Fixed
      Conversion Rate that would then be in effect if such distribution had not been
      declared. If an adjustment to each Fixed Conversion Rate is required under
      this
      clause (iv) during any settlement period in respect of shares of Mandatory
      Convertible Preferred Stock that have been tendered for conversion, delivery
      of
      the shares of Common Stock issuable upon conversion will be delayed to the
      extent necessary in order to complete the calculations provided for in this
      clause (iv).

     

    (v)  Cash
      Distributions.  If the Corporation distributes an amount
      exclusively in cash to all or substantially all holders of Common Stock
      (excluding (1) any cash that is distributed in a Reorganization 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Event
      to
      which Section 14(e) applies, (2) any dividend or distribution in connection
      with
      the liquidation, dissolution or winding up of the Corporation or (3) any
      consideration payable in as part of a tender or exchange offer by the
      Corporation or any subsidiary of the Corporation), each Fixed Conversion Rate
      in
      effect at 5:00 p.m., New York City time, on the date fixed for determination
      of
      the holders of Common Stock entitled to receive such distribution will be
      multiplied by a fraction:

     

    (A)  the
      numerator of which is the Current Market Price, and

     

    (B)  the
      denominator of which is the Current Market Price minus the amount per share
      of
      such distribution.

     

    Any
      adjustment made pursuant to this
      clause (v) shall become effective immediately after 5:00 p.m., New York City
      time, on the date fixed for the determination of the holders of Common Stock
      entitled to receive such distribution. In the event that any distribution
      described in this clause (v) is not so made, each Fixed Conversion Rate shall
      be
      readjusted, effective as of the date the Board of Directors publicly announces
      its decision not to pay such distribution, to such Fixed Conversion Rate which
      would then be in effect if such distribution had not been declared.

     

    (vi)  Self
      Tender Offers and Exchange Offers. If the Corporation or any subsidiary of
      the Corporation successfully completes a tender or exchange offer pursuant
      to a
      Schedule TO or registration statement on Form S-4 for Common Stock (excluding
      any securities convertible or exchangeable for Common Stock), where the cash
      and
      the value of any other consideration included in the payment per share of Common
      Stock exceeds the Current Market Price, each Fixed Conversion Rate in effect
      at
      5:00 p.m., New York City time, on the date of expiration of the tender or
      exchange offer (the “Expiration Date”) will be multiplied by a
      fraction:

     

    (A)  the
      numerator of which shall be equal to the sum of:

     

    a.  the
      aggregate cash and Fair Market Value on the Expiration Date of any other
      consideration paid or payable for shares of Common Stock validly tendered or
      exchanged and not withdrawn as of the Expiration Date; and

     

    b.  the
      product of the Current Market Price and the number of shares of Common Stock
      outstanding immediately after the last time tenders or exchanges may be made
      pursuant to such tender or exchange offer (the “Expiration
      Time”) on the Expiration Date; and

     

    (B)  the
      denominator of which shall be equal to the product of:

     

    1.  the
      Current Market Price; and

     

    2.  the
      number of shares of Common Stock outstanding immediately prior to the Expiration
      Time on the Expiration Date.

     

    Any
      adjustment made pursuant to this
      clause (vi) shall become effective immediately after 5:00 p.m., New York City
      time, on the Expiration Date. In the event that the Corporation or one of its
      subsidiaries is obligated to purchase shares of Common Stock pursuant to any
      such tender offer or exchange offer, but the Corporation or such subsidiary
      is
      permanently prevented by applicable law from effecting any such purchases,
      or
      all such purchases are rescinded, then each Fixed Conversation Rate shall be
      readjusted to such Fixed Conversion Rate that would then be in effect if such
      tender offer or exchange offer had not been made. Except as set forth in the
      preceding sentence, if the application of this clause (vi) to any tender offer
      or exchange offer would result in a decrease in each Fixed Conversation Rate,
      no
      adjustment shall be made for such tender offer or exchange offer under this
      clause (vi).  If an adjustment to each Fixed Conversion Rate is
      required pursuant to this clause (vi) during any settlement period in respect
      of
      shares of Mandatory Convertible Preferred Stock that have been tendered for
      

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    conversion,
      delivery of the related conversion consideration will be delayed to the extent
      necessary in order to complete the calculations provided for in this clause
      (vi).

     

    (vii)  Except
      with respect to a Spin-Off, in cases where the Fair Market Value of assets
      (including cash), debt securities or certain rights, warrants or options to
      purchase securities of the Corporation as to which Section 14(a)(iv) and Section
      14(a)(v) apply, applicable to one share of Common Stock, distributed to holders
      of Common Stock equals or exceeds the average of the Closing Prices of the
      Common Stock over the five consecutive Trading Day period ending on the Trading
      Day before the Ex-Date for such distribution, rather than being entitled to
      an
      adjustment in each Fixed Conversion Rate, Holders shall be entitled to receive
      upon conversion, in addition to a number of shares of Common Stock equal to
      the
      applicable conversion rate in effect on the applicable Conversion Date, the
      kind
      and amount of assets (including cash), debt securities or rights, warrants
      or
      options comprising the distribution that such Holder would have received if
      such
      Holder had converted its shares of Mandatory Convertible Preferred Stock
      immediately prior to the date fixed for determination of the holders of Common
      Stock entitled to receive the distribution calculated by multiplying the kind
      and amount of assets (including cash), debt securities or rights, warrants
      or
      options comprising such distribution by the number of shares of Common Stock
      equal to the Minimum Conversion Rate in effect on the applicable Conversion
      Date.

     

    (viii)  Rights
      Plans. To the extent that the Corporation has a rights plan in effect with
      respect to the Common Stock on any Conversion Date, upon conversion of any
      Mandatory Convertible Preferred Stock, Holders shall receive, in addition to
      the
      Common Stock, the rights under such rights plan, unless, prior to such
      Conversion Date, the rights have separated from the Common Stock, in which
      case
      each Fixed Conversion Rate shall be adjusted at the time of separation of such
      rights as if the Corporation made a distribution to all holders of the Common
      Stock as described in Section 14(a)(iv), subject to readjustment in the event
      of
      the expiration, termination or redemption of such rights.

     

    (b)  Adjustment
      for Tax Reasons. The Corporation may make such increases in each Fixed
      Conversion Rate, in addition to any other increases required by this Section
      14,
      as the Board of Directors deems it advisable to avoid or diminish any income
      tax
      to holders of the Common Stock resulting from any dividend or distribution
      of
      shares of Common Stock (or issuance of rights or warrants to acquire shares
      of
      Common Stock) or from any event treated as such for income tax purposes or
      for
      any other reasons; provided that the same proportionate adjustment must
      be made to each Fixed Conversion Rate.

     

    (c)  Calculation
      of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price
      and
      Stock Price. (i) All adjustments to each Fixed Conversion Rate shall be
      calculated to the nearest 1/10,000th of a share of Common Stock. Prior to the
      Mandatory Conversion Date, no adjustment in a Fixed Conversion Rate shall be
      required unless such adjustment would require an increase or decrease of at
      least one percent therein; provided, that any adjustments which by
      reason of this Section 14(c)(i) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment; provided,
      however that with respect to adjustments to be made to the Fixed Conversion
      Rates in connection with cash dividends paid by the Corporation, the Fixed
      Conversion Rates shall be adjusted regardless of whether such aggregate
      adjustments amount to one percent or more of the Fixed Conversion Rates no
      later
      than February 15 of each calendar year; provided, further that on the
      earlier of the Mandatory Conversion Date, an Early Conversion Date and the
      Effective Date of a Cash Acquisition, adjustments to each Fixed Conversion
      Rate
      shall be made with respect to any such adjustment carried forward and which
      has
      not been taken into account before such date.

     

    (ii)  If
      an
      adjustment is made to the Fixed Conversion Rates pursuant to Sections 14(a)
      or
      14(b), an inversely proportional adjustment shall also be made to the Threshold
      Appreciation Price and the Initial Price solely for purposes of determining
      which of clauses (i), (ii) and (iii) of Section 8(b) shall apply on the
      Mandatory Conversion Date. Such adjustment shall be made by dividing each of
      the
      Threshold Appreciation Price and the Initial Price by a fraction, the numerator
      of which shall be either Fixed Conversion Rate immediately after such adjustment
      pursuant to Sections 14(a) or 14(b) and the denominator of which shall be such
      Fixed Conversion Rate immediately before such adjustment.  The
      Corporation shall make appropriate adjustments to the Closing Prices prior
      to
      the relevant Ex-Date used to calculate the Applicable Market Value to account
      for any adjustments to the Initial Price, the Threshold Appreciation Price
      and
      the Fixed Conversion Rates that become effective during the 20 consecutive
      Trading Day period used for calculating the Applicable Market Value

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (iii)  If:

     

    (A)  the
      record date for a dividend or distribution on Common Stock occurs after the
      end
      of the 20 consecutive Trading Day period used for calculating the Applicable
      Market Value and before the Mandatory Conversion Date; and

     

    (B)  such
      dividend or distribution would have resulted in an adjustment of the number
      of
      shares of Common Stock issuable to the Holders had such record date occurred
      on
      or before the last Trading Day of such 20-Trading Day period,

     

    then
      the
      Corporation shall deem the Holders to be holders of record of Common Stock
      for
      purposes of that dividend or distribution. In this case, the Holders would
      receive the dividend or distribution on Common Stock together with the number
      of
      shares of Common Stock issuable upon the Mandatory Conversion Date.

     

    (iv)  If
      an
      adjustment is made to the Fixed Conversion Rates pursuant to Sections 14(a)
      or
      14(b), a proportional adjustment shall be made to each Stock Price column
      heading set forth in the table included in the definition of “Cash Acquisition
      Conversion Rate.” Such adjustment shall be made by multiplying each Stock Price
      included in such table by a fraction, the numerator of which is the Minimum
      Conversion Rate immediately prior to such adjustment and the denominator of
      which is the Minimum Conversion Rate immediately after such
      adjustment.

     

    (v)  No
      adjustment to the Fixed Conversion Rates shall be made if Holders may
      participate in the transaction that would otherwise give rise to an
      adjustment.  In addition, the applicable Conversion Rate shall not be
      adjusted:

     

    (A)  upon
      the
      issuance of any shares of Common Stock pursuant to any present or future plan
      providing for the reinvestment of dividends or interest payable on the
      Corporation’s securities and the investment of additional optional amounts in
      shares of Common Stock under any plan;

     

    (B)  upon
      the
      issuance of any shares of Common Stock or rights or warrants to purchase those
      shares pursuant to any present or future employee, director or consultant
      benefit plan or program of or assumed by the Corporation or any of its
      subsidiaries;

     

    (C)  upon
      the
      issuance of any shares of Common Stock pursuant to any option, warrant, right
      or
      exercisable, exchangeable or convertible security outstanding as of the Issue
      Date; or

     

    (D)  for
      a
      change in the par value or no par value of the Common Stock.

     

    (d)  Notice
      of Adjustment. Whenever the Fixed Conversion Rates and the Cash Acquisition
      Conversion Rates are to be adjusted, the Corporation shall:

     

    (i)           compute
      such adjusted Fixed Conversion Rates and Cash Acquisition Conversion Rates
      and
      prepare and transmit to the Transfer Agent an Officer’s Certificate setting
      forth such adjusted Fixed Conversion Rates and Cash Acquisition Conversion
      Rates, the method of calculation thereof in reasonable detail and the facts
      requiring such adjustment and upon which such adjustment is based;

     

    (ii)           as
      soon as practicable following the occurrence of an event that requires an
      adjustment to the Fixed Conversion Rates and the Cash Acquisition Conversion
      Rates (or if the Corporation is not aware of such occurrence, as soon as
      practicable after becoming so aware), provide, or cause to be provided, a
      written notice to the Holders of the occurrence of such event; and

     

    (iii)           as
      soon as practicable following the determination of such adjusted Fixed
      Conversion Rates and 

     

    
      
        
        

      

      
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    Cash
      Acquisition Conversion Rates provide, or cause to be provided, to the Holders
      a
      statement setting forth in reasonable detail the method by which the adjustment
      to such Fixed Conversion Rates and Cash Acquisition Conversion Rates, as
      applicable, was determined and setting forth such adjusted Fixed Conversion
      Rates or Cash Acquisition Conversion Rates.

     

    (e)  Reorganization
      Events. In the event of:

     

    (i)  any
      consolidation or merger of the Corporation with or into another Person (other
      than a merger or consolidation in which the Corporation is the continuing
      corporation and in which the Common Stock outstanding immediately prior to
      the
      merger or consolidation is not exchanged for cash, securities or other property
      of the Corporation or another Person);

     

    (ii)  any
      sale,
      transfer, lease or conveyance to another Person of all or substantially all
      of
      the property and assets of the Corporation;

     

    (iii)  any
      reclassification of Common Stock into securities including securities other
      than
      Common Stock; or

     

    (iv)  any
      statutory exchange of securities of the Corporation with another Person (other
      than in connection with a merger or acquisition),

     

    (each,
      a
“Reorganization Event”), each share of Mandatory Convertible
      Preferred Stock outstanding immediately prior to such Reorganization Event
      shall, without the consent of Holders, become convertible into the kind of
      securities, cash and other property (the “Exchange Property”)
      that such Holder would have been entitled to receive if such Holder had
      converted its Mandatory Convertible Preferred Stock into Common Stock
      immediately prior to such Reorganization Event.  For purposes of the
      foregoing, the type and amount of Exchange Property in the case of any
      Reorganization Event that causes the Common Stock to be converted into the
      right
      to receive more than a single type of consideration (determined based in part
      upon any form of shareholder election) will be deemed to be the weighted average
      of the types and amounts of consideration received by the holders of Common
      Stock that affirmatively make such an election.  The number of units
      of Exchange Property for each share of Mandatory Convertible Preferred Stock
      converted following the Effective Date of such Reorganization Event shall be
      determined by the applicable conversion rate then in effect on the applicable
      Conversion Date (without any interest thereon and without any right to dividends
      or distributions thereon which have a record date that is prior to the
      Conversion Date).  The applicable conversion rate shall be (1) in the
      case of an Early Conversion Date, the Minimum Conversion Rate, and (2)
      otherwise, the Mandatory Conversion Rate as determined under Section 8(b) based
      upon the Applicable Market Value.

     

    For
      purposes of this Section 14(e), “Applicable Market Value” shall
      be deemed to refer to the Applicable Market Value of the Exchange Property
      and
      such value shall be determined (A) with respect to any publicly traded
      securities that compose all or part of the Exchange Property, based on the
      Closing Price of such securities, (B) in the case of any cash that composes
      all
      or part of the Exchange Property, based on the amount of such cash and (C)
      in
      the case of any other property that composes all or part of the Exchange
      Property, based on the value of such property, as determined by a nationally
      recognized independent investment banking firm retained by the Corporation
      for
      this purpose. For purposes of this Section 14(e), the term “Closing
      Price” shall be deemed to refer to the closing sale price, last quoted
      bid price or mid-point of the last bid and ask prices, as the case may be,
      of
      any publicly traded securities that comprise all or part of the Exchange
      Property. For purposes of this Section 14(e), references to Common Stock in
      the
      definition of “Trading Day” shall be replaced by references to any publicly
      traded securities that comprise all or part of the Exchange
      Property.

     

    The
      above
      provisions of this Section 14(e) shall similarly apply to successive
      Reorganization Events and the provisions of Section 14 shall apply to any shares
      of capital stock of the Corporation (or any successor) received by the holders
      of Common Stock in any such Reorganization Event.

     

    The
      Corporation (or any successor) shall, within 20 days of the occurrence of any
      Reorganization Event, provide written notice to the Holders of such occurrence
      of such event and of the kind and amount of the cash, securities or other
      property that constitute the Exchange Property. Failure to deliver such notice
      shall not affect the operation of this Section 14(e).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (15)  Replacement
      Stock Certificates. (a) If physical certificates are issued, and
      any of the Mandatory Convertible Preferred Stock certificates shall be
      mutilated, lost, stolen or destroyed, the Corporation shall, at the expense
      of
      the Holder, issue, in exchange and in substitution for and upon cancellation
      of
      the mutilated Mandatory Convertible Preferred Stock certificate, or in lieu
      of
      and substitution for the Mandatory Convertible Preferred Stock certificate
      lost,
      stolen or destroyed, a new Mandatory Convertible Preferred Stock certificate
      of
      like tenor and representing an equivalent amount of shares of Mandatory
      Convertible Preferred Stock, but only upon receipt of evidence of such loss,
      theft or destruction of such Mandatory Convertible Preferred Stock certificate
      and indemnity, if requested, satisfactory to the Corporation and the
      Registrar.

     

    (b)  The
      Corporation is not required to issue any certificates representing the Mandatory
      Convertible Preferred Stock on or after the Mandatory Conversion Date. In lieu
      of the delivery of a replacement certificate following the Mandatory Conversion
      Date, the Registrar, upon delivery of the evidence and indemnity described
      above, shall deliver the shares of Common Stock issuable pursuant to the terms
      of the Mandatory Convertible Preferred Stock formerly evidenced by the
      certificate.

     

    (16)  Transfer
      Agent, Registrar, and Conversion and Dividend Disbursing Agent.
      The duly appointed Transfer Agent, Registrar and Conversion and Dividend
      Disbursing Agent for the Mandatory Convertible Preferred Stock shall be Mellon
      Investor Services LLC. The Corporation may, in its sole discretion, remove
      the
      Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in
      accordance with the agreement between the Corporation and the Transfer Agent,
      Registrar or Conversion and Dividend Disbursing Agent, as the case may be;
      provided that if the Corporation removes the Transfer Agent or
      Registrar, the Corporation shall appoint a successor transfer agent or
      registrar, as the case may be, who shall accept such appointment prior to the
      effectiveness of such removal. Upon any such removal or appointment, the
      Corporation shall send notice thereof by first-class mail, postage prepaid,
      to
      the Holders.

     

    (17)  Form.
      (a) The Mandatory Convertible Preferred Stock shall be issued in the form of
      one
      or more permanent global shares of Mandatory Convertible Preferred Stock in
      definitive, fully registered form with the global legend (the “Global
      Shares Legend”) as set forth on the form of Mandatory Convertible
      Preferred Stock certificate attached hereto as Exhibit A (each, a
“Global Preferred Share”), which is hereby incorporated in and
      expressly made a part of this Certificate. The Global Preferred Shares may
      have
      notations, legends or endorsements required by law, stock exchange rules,
      agreements to which the Corporation is subject, if any, or usage
      (provided that any such notation, legend or endorsement is in a form
      acceptable to the Corporation). The Global Preferred Shares shall be deposited
      on behalf of the Holders represented thereby with the Registrar, at its New
      York
      office as custodian for DTC or a Depositary, and registered in the name of
      the
      Depositary or a nominee of the Depositary, duly executed by the Corporation
      and
      countersigned and registered by the Registrar as hereinafter provided. The
      aggregate number of shares represented by each Global Preferred Share may from
      time to time be increased or decreased by adjustments made on the records of
      the
      Registrar and the Depositary or its nominee as hereinafter provided. This
      Section 17(a) shall apply only to a Global Preferred Share deposited with or
      on
      behalf of the Depositary. The Corporation shall execute and the Registrar shall,
      in accordance with this Section 17, countersign and deliver initially one or
      more Global Preferred Shares that (i) shall be registered in the name of Cede
      & Co. or other nominee of the Depositary and (ii) shall be delivered by the
      Registrar to Cede & Co. or pursuant to instructions received from Cede &
Co. or held by the Registrar as custodian for the Depositary pursuant to an
      agreement between the Depositary and the Registrar. Members of, or participants
      in, the Depositary (“Agent Members”) shall have no rights under
      this Certificate, with respect to any Global Preferred Share held on their
      behalf by the Depositary or by the Registrar as the custodian of the Depositary,
      or under such Global Preferred Share, and the Depositary may be treated by
      the
      Corporation, the Registrar and any agent of the Corporation or the Registrar
      as
      the absolute owner of such Global Preferred Share for all purposes whatsoever.
      Notwithstanding the foregoing, nothing herein shall prevent the Corporation,
      the
      Registrar or any agent of the Corporation or the Registrar from giving effect
      to
      any written certification, proxy or other authorization furnished by the
      Depositary or impair, as between the Depositary and its Agent Members, the
      operation of customary practices of the Depositary governing the exercise of
      the
      rights of a holder of a beneficial interest in any Global Preferred Share.
      The
      Holders may grant proxies or otherwise authorize any Person to take any action
      that a Holder is entitled to take pursuant to the Mandatory Convertible
      Preferred Stock, this Certificate or the Amended and Restated Certificate of
      Incorporation. Owners of beneficial interests in Global Preferred Shares shall
      not be entitled to receive physical delivery of certificated shares of Mandatory
      Convertible Preferred Stock, unless (x) the Depositary is unwilling or unable
      to
      continue as Depositary for the Global Preferred Shares and the Corporation
      does
      not appoint a qualified replacement for the 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Depositary
      within 90 days, (y) the Depositary ceases to be a “clearing agency” registered
      under the Exchange Act and the Corporation does not appoint a qualified
      replacement for the Depositary within 90 days or (z) the Corporation decides
      to
      discontinue the use of book-entry transfer through DTC (or any successor
      Depositary). In any such case, the Global Preferred Shares shall be exchanged
      in
      whole for definitive shares of Mandatory Convertible Preferred Stock in
      registered form, with the same terms and of an equal aggregate Liquidation
      Preference. Definitive shares of Mandatory Convertible Preferred Stock shall
      be
      registered in the name or names of the Person or Persons specified by the
      Depositary in a written instrument to the Registrar.

     

    (b)  (i)
      An
      Officer shall sign the Global Preferred Shares for the Corporation, in
      accordance with the Corporation’s bylaws and applicable law, by manual or
      facsimile signature.

     

    (ii)  If
      an
      Officer whose signature is on a Global Preferred Share no longer holds that
      office at the time the Registrar countersigns the Global Preferred Share, the
      Global Preferred Share shall be valid nevertheless.

     

    (iii)  A
      Global
      Preferred Share shall not be valid until an authorized signatory of the
      Registrar manually countersigns such Global Preferred Share. The signature
      shall
      be conclusive evidence that such Global Preferred Share has been countersigned
      under this Certificate. Each Global Preferred Share shall be dated the date
      of
      its countersignature.

     

    (18)  Miscellaneous.
      (a) All notices referred to herein shall be in writing, and, unless otherwise
      specified herein, all notices hereunder shall be deemed to have been given
      upon
      the earlier of receipt thereof or three Business Days after the mailing thereof
      if sent by registered or certified mail (unless first-class mail shall be
      specifically permitted for such notice under the terms of this Certificate)
      with
      postage prepaid, addressed: (i) if to the Corporation, to its office at 1615
      Poydras St, New Orleans LA 70112 (Attention: Kathleen L. Quirk) or to the
      Registrar at its Corporate Trust Office, or other agent of the Corporation
      designated as permitted by this Certificate, or (ii) if to any holder of the
      Mandatory Convertible Preferred Stock or shares of Common Stock, as the case
      may
      be, to such holder at the address of such holder as listed in the stock record
      books of the Corporation (which may include the records of any transfer agent
      or
      registrar for the Mandatory Convertible Preferred Stock or Common Stock, as
      the
      case may be), or (iii) to such other address as the Corporation or any such
      holder, as the case may be, shall have designated by notice similarly
      given.

     

    (b)  The
      Corporation shall pay any and all stock transfer and documentary stamp taxes
      that may be payable in respect of any issuance or delivery of shares of
      Mandatory Convertible Preferred Stock or shares of Common Stock or other
      securities issued on account of Mandatory Convertible Preferred Stock pursuant
      hereto or certificates representing such shares or securities. The Corporation
      shall not, however, be required to pay any such tax that may be payable in
      respect of any transfer involved in the issuance or delivery of shares of
      Mandatory Convertible Preferred Stock or Common Stock or other securities in
      a
      name other than that in which the shares of Mandatory Convertible Preferred
      Stock with respect to which such shares or other securities are issued or
      delivered were registered, or in respect of any payment to any person other
      than
      a payment to the Holder thereof, and shall not be required to make any such
      issuance, delivery or payment unless and until the person otherwise entitled
      to
      such issuance, delivery or payment has paid to the Corporation the amount of
      any
      such tax or has established, to the satisfaction of the Corporation, that such
      tax has been paid or is not payable.

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (c)  The
      Liquidation Preference and the Dividend Rate each shall be subject to equitable
      adjustment whenever there shall occur a stock split, combination,
      reclassification or other similar event involving the Mandatory Convertible
      Preferred Stock. Such adjustments shall be determined in good faith by the
      Board
      of Directors and submitted by the Board of Directors to the Transfer
      Agent.

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Designations
      to
      be executed and attested to by the undersigned this 7th day of
      November,
      2007.

     

    MCMORAN
      EXPLORATION CO.

    


    


    


    By:           /s/
      Nancy D. Parmelee

    Name:     Nancy
      D. Parmelee

    
      	
               

            	
              Title:

            	
              Senior
                Vice President, Chief Financial Officer &
                Secretary

            


    

    


     

    


     

    ATTEST:

     

    


     

    By:   /s/
      Douglas N. Currault II

    Name:  Douglas
      N. Currault
      II

    Title:  November
      7,
      2007

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF 6.75% MANDATORY CONVERTIBLE PREFERRED STOCK

     

    SEE
      REVERSE FOR LEGEND

    Number:
      R-1

     

    6.75%
      Mandatory Convertible Preferred Stock _____ Shares

     

    CUSIP
      NO.: 582411 500

    


    MCMORAN
      EXPLORATION CO.

     

    FACE
      OF
      SECURITY

     

    This
      certifies that Cede & Co. is the owner of fully paid and non-assessable
      shares of the 6.75% Mandatory Convertible Preferred Stock, par value $0.01
      of
      McMoRan Exploration Co. (hereinafter called the “Corporation”), transferable on
      the books of the Corporation by the holder hereof in person or by duly
      authorized attorney, upon surrender of this Certificate properly endorsed.
      This
      certificate and the shares represented hereby are issued and shall be held
      subject to all the provisions of the Amended and Restated Certificate of
      Incorporation of McMoRan Exploration Co. and all amendments thereto (copies
      of
      which are on file at the office of the Transfer Agent) to all of which the holder of this certificate by acceptance
      hereof assents.
      This certificate is not valid until countersigned by the
      Registrar.

     

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

     

    MCMORAN
      EXPLORATION CO.

    


    


    By:           /s/
      Nancy D. Parmelee

    Name:      Nancy
      D. Parmelee

    
      	
               

            	
              Title:

            	
              Senior
                Vice President, Chief Financial Officer &
                Secretary

            


    

    


    


    Dated:  November
      7, 2007

    


     

    REGISTRAR’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the certificates representing shares of the Mandatory Convertible
      Preferred Stock referred to in the within mentioned Certificate of
      Designations.

     

    MELLON
      INVESTOR SERVICES, LLC,

    as
      Registrar

    


    By:           /s/
      Kerri
      Altig                                                                

    Name:      Kerri
      Altig

    Title:        Authorized
      Signatory

    


    Dated:      November
      7, 2007

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REVERSE
      OF SECURITY

     

    MCMORAN
      EXPLORATION CO.

     

    The
      shares of 6.75% Mandatory Convertible Preferred Stock (the
“MandatoryConvertible Preferred Stock”) shall
      automatically convert on November 15, 2010 into a number of shares of common
      stock, par value $0.01 per share, of the Corporation (the “Common
      Stock”) as provided in the Certificate of Designations of the
      Corporation relating to the Mandatory Convertible Preferred Stock (the
“Certificate of Designations”). The shares of the Mandatory
      Convertible Preferred Stock are also convertible at the option of the holder,
      into shares of Common Stock at any time prior to November 15, 2010 as provided
      in the Certificate of Designations. The preceding description is qualified
      in
      its entirety by reference to the Certificate of Designations, a copy of which
      shall be furnished by the Corporation to any holder without charge upon request
      addressed to the Secretary of the Corporation at its principal office in New
      Orleans, LA or to the Registrar named on the face of this
      certificate.

     

    The
      Corporation shall furnish to any shareholders, upon request, and without charge,
      a full statement of the designations, relative rights, preferences and
      limitations of the shares of each class and series authorized to be issued
      so
      far as the same have been determined and of the authority of the Board of
      Directors to divide the shares into classes or series and to determine and
      change the relative rights, preferences and limitations of any class or series.
      Any such request should be addressed to the Secretary of the Corporation at
      its
      principal office in New Orleans, LA, or to the Registrar named on the face
      of
      this certificate.

     

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

     

    TRANSFERS
      OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
      PART,
      TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
      TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
      MADE
      IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF
      DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
      REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER
      INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE
      TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    NOTICE
      OF
      CONVERSION

     

    (To
      be
      Executed by the Holder

    in
      order
      to Convert the Mandatory Convertible Preferred Stock)

     

    The
      undersigned hereby irrevocably elects to convert (the
“Conversion”) 6.75% Mandatory Convertible Preferred Stock (the
“MandatoryConvertible Preferred Stock”) of
      McMoRan Exploration Co. (hereinafter called the “Corporation”),
      represented by stock certificate No(s). [_____] (the “Mandatory
      Convertible Preferred Stock Certificates”), into common stock, par
      value $0.01 per share, of the Corporation (the “Common Stock”)
      according to the conditions of the Certificate of Designation of the Mandatory
      Convertible Preferred Stock (the “Certificate of Designation”),
      as of the date written below. If Common Stock is to be issued in the name of
      a
      person other than the undersigned, the undersigned will pay all transfer taxes
      payable with respect thereto, if any, and is delivering herewith the Mandatory
      Convertible Preferred Stock Certificates. No fee will be charged to the holder
      for any conversion, except for transfer taxes, if any. Each Mandatory
      Convertible 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 Common Stock, if any, issuable to the undersigned upon conversion of
      the
      Mandatory Convertible Preferred Stock shall be made pursuant to registration
      of
      the Common Stock under the Securities Act of 1933, as amended (the
“Act”), or pursuant to any exemption from registration under
      the Act.

     

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

     

    Date
      of
      Conversion:                                          
                                                                                                             

     

    Applicable
      Conversion
      Rate:                                          
                                                                                                       

     

    Shares
      of
      Mandatory Convertible Preferred Stock to be
      Converted:                                                                                                                                           

     

    Shares
      of
      Common Stock to be Issued:
      *                                                                                                                                           

     

    Signature:
                                                
                                          
                                                              

     

    Name:
                                                
                                          
                                                              

     

    Address:**                                          
                                                                       
                      
                            

     

    Fax
      No.:                                          
                                                                     
                  
                                

     

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

     

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

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    For
      value
      received, _______________ hereby sell, assign and transfer unto

     

    Please
      Insert Social Security or Other Identifying Number of Assignee

     

    ____________________________________

     

    


     

    (Please
      Print or Typewrite Name and Address, Including Zip Code, of
      Assignee)

     

    


     

    


     

    


     

    shares
      of
      the capital stock represented by the within certificate, and do hereby
      irrevocably constitute and appoint Attorney to transfer the said stock on the
      books of the within named Corporation with full power of substitution in the
      premises.

     

    Dated
      _______________

     

    


     

    _________________________________________

    


    
      	
               

            	
              NOTICE:   The
                Signature to this Assignment Must Correspond with the Name As Written
                Upon
                the Face of the Certificate in Every Particular, Without Alteration
                or
                Enlargement or Any Change Whatever.

            


    

    


     

    SIGNATURE
      GUARANTEED

     

    ____________________________________

     

    (Signature
      Must Be Guaranteed by a Member

     

    of
      a
      Medallion Signature Program)