Exhibit 3.3


              CERTIFICATE OF DESIGNATION OF THE VOTING POWERS,
                   DESIGNATION, PREFERENCES AND RELATIVE,
                      PARTICIPATING, OPTIONAL OR OTHER
                     SPECIAL RIGHTS AND QUALIFICATIONS,
                        LIMITATIONS AND RESTRICTIONS
                       OF THE 8.5% SENIOR CONVERTIBLE
                        PREFERRED STOCK, SERIES A-1
                            OF CORECOMM LIMITED
                       ------------------------------
                     PURSUANT TO SECTION 151(g) OF THE
              GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
                       ------------------------------

            The undersigned, Senior Vice President, General Counsel and
Secretary of CoreComm Limited, a Delaware corporation (the "Corporation"),
HEREBY CERTIFIES that the Board of Directors, in accordance with Article
FOURTH, paragraph 4.4.5 of the Corporation's Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Section 151(g) of
the Delaware General Corporation Law (the "DGCL"), has authorized the
creation of the series of Preferred Stock (as defined below) hereinafter
provided for and has established the dividend, redemption, conversion and
voting rights thereof and has adopted the following resolution, creating
the following new series of Preferred Stock:

            "BE IT RESOLVED that, pursuant to authority expressly granted
to the Board of Directors by the provisions of Article FOURTH, paragraph
4.4.5 of the Certificate of Incorporation and Section 151(g) of the DGCL,
there is hereby created and authorized the issuance of a new series of
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), with
the following powers, designations, dividend rights, voting powers, rights
on liquidation, conversion rights, redemption rights and other preferences
and relative, participating, optional or other special rights and with the
qualifications, limitations or restrictions on the shares of such series
(in addition to the powers, designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations and restrictions thereof set forth in the Certificate of
Incorporation that are applicable to each series of Preferred Stock)
hereinafter set forth.

            (1) Number and Designation. 1,086.11 shares of the Preferred
Stock shall be designated as "8.5% Senior Convertible Preferred Stock,
Series A-1 of CoreComm Limited" (the "8.5% Preferred Stock"), and no other
shares of Preferred Stock shall be designated as 8.5% Preferred Stock.

            (2)   Definitions.  For purposes of the 8.5% Preferred Stock, the
following terms shall have the meanings indicated:

            "Additional Preferred" shall have the meaning set forth in
      paragraph (5)(a).

            "Affiliate" means, with respect to any specified Person, any
      other Person that directly, or indirectly through one or more
      intermediaries, con trols, is controlled by, or is under common
      control with such specified Person. Without limitation of the above,
      the term "Affiliate" shall, with respect to the Initial Holder,
      include Ralph H. Booth II, John L. Booth II, and any members of their
      "respective families" within the meaning of Rule 16a-1(e) under the
      Exchange Act.

            "Alternative Change of Control Price" shall have the meaning
      set forth in paragraph (9)(f)(ii).

            "Board of Directors" shall mean the board of directors of the
      Corpora tion. "Board of Directors" shall also mean the Executive
      Committee, if any, of such board of directors or any other committee
      duly authorized by such board of directors to perform any of its
      responsibilities with respect to the 8.5% Preferred Stock.

            "Booth American Company" shall mean Booth American Company, a
      Michigan corporation.

            "Business Day" shall mean any day other than a Saturday, Sunday
      or a day on which state or federally chartered banking institutions
      in New York, New York are not required to be open.

            "Certificate of Incorporation"shall have the meaning in the
      preamble.

            "Change of Control" shall mean:

                  (i) the sale, lease or transfer of all or substantially
            all of the assets of the Corporation to any "person" or
            "group", within the meaning of Sections 13(d)(3) and 14(d)(2)
            of the Exchange Act or any successor provision to either of the
            foregoing, including any group acting for the purpose of
            acquiring, holding or disposing of securities within the
            meaning of Rule 13d-5(b)(1) under the Exchange Act, other than
            any Permitted Holder;

                  (ii)  any "person" or "group", within the meaning of Sec
            tions 13(d)(3) and 14(d)(2) of the Exchange Act or any successor
            provision to either of the foregoing, including any group
            acting for the purpose of acquiring, holding or disposing of
            securities within the meaning of Rule 13d-5(b)(1) under the
            Exchange Act, other than any Permitted Holder, becomes the
            "beneficial owner", as defined in Rule 13d-3 under the Exchange
            Act, of more than 50% (or more than 25% if neither George S.
            Blumenthal or Barclay Knapp is an executive officer of the
            Corporation at such time) of the total voting power of all
            classes of the voting stock of the Corporation and/or warrants
            or options to acquire such voting stock of the Corporation,
            calculated on a fully diluted basis, unless, as a result of
            such transaction, the ulti mate direct or indirect ownership of
            the Corporation is substantially the same immediately after
            such transaction as it was immediately prior to such
            transaction;

                  (iii) without limitation of the provisions of
            subparagraphs (i) or (ii) above, the acquisition by NTL
            Incorporated (or any Affiliate of NTL Incorporated, which shall
            not be deemed to include the Corporation) of (A) all or
            substantially all of the assets of the Corpo ration or (B)
            "beneficial ownership", as such term is defined in Rule 13d-3
            under the Exchange Act, of more than 50% (or more than 25% if
            neither George S. Blumenthal or Barclay Knapp is an executive
            officer of the Corporation at such time) of the total voting
            power of all classes of the voting stock of the Corporation
            and/or warrants or options to acquire such voting stock of the
            Corporation, calculated on a fully-diluted basis; or

                  (iv) during any period of two consecutive years,
            individuals who at the beginning of such period constitute the
            Board of Directors, together with any new directors whose
            election or appointment by the Board of Directors or whose
            nomination for election by the sharehold ers of the Corporation
            was approved by a vote of a majority of the directors then in
            office who were either directors at the beginning of such
            period or whose election or nomination for election was previ
            ously so approved, cease for any reason to constitute a
            majority of the Board of Directors then in office.

            "Change of Control Conversion Rate" shall have the meaning set
      forth in paragraph (9)(f).

            "Change of Control Instigator" shall have the meaning set forth
      in paragraph (9)(f)(iii).

            "Change of Control Price" shall have the meaning set forth in
      para graph (9)(f)(ii).

            "Common Stock" shall mean the Corporation's voting common
      stock, par value $0.01 per share, existing on the date of this
      Certificate of Designa tion or one or more classes of common stock or
      other securities (including but not limited to tracking stock) of the
      Corporation as such stock may be constituted or converted from time
      to time.

            "Constituent Person" shall have the meaning set forth in
      paragraph (9)(e)(i).

            "Conversion Rate" shall have the meaning set forth in paragraph
      (9)(a).

            "Corporation" shall have the meaning set forth in the preamble,
      until a successor replaces it and thereafter means the successor or
      any subsequent successor thereto.

            "Current Market Price" of publicly traded shares of Common
      Stock or any other class of capital stock or other security of the
      Corporation or any other issuer for any day shall mean the last
      reported sale price for such security on the principal exchange or
      quotation system on which such secu rity is listed or traded as of
      the close of the applicable regular trading hours for such Trading
      Day, or if such day is not a Trading Day, the last reported sale
      price for such security on such principal exchange or quotation
      system as of the close of the applicable regular trading hours for
      the immediately preceding Trading Day. If the security is not
      admitted for trading on any national securities exchange or the
      Nasdaq National Market, "Current Market Price" for any day shall mean
      the average of the last reported closing bid and asked prices
      reported by the Nasdaq for such day as furnished by any member in
      good standing of the National Association of Securities Dealers,
      Inc., selected from time to time by the Corporation for that purpose
      or as quoted by the National Quotation Bureau Incorporated. In the
      event that no such quotation is available for such day, the Current
      Market Price shall be the average of the quotations for the last five
      Trading Days for which a quotation is available within the last 30
      Trading Days prior to such day. In the event that five such
      quotations are not available within such 30-Trading Day period, the
      Board of Directors shall be entitled to determine the Current Market
      Price on the basis of such quotations as it reasonably considers
      appropriate.

            "Determination Date" shall have the meaning set forth in
      paragraph (9)(d)(ii).

            "DGCL" shall have the meaning set forth in the preamble.

            "Dividend Payment Date" shall mean September 30, December 31,
      March 31 and June 30 of each year, commencing on March 31, 2001; pro
      vided, however, that, if any Dividend Payment Date falls on any day
      other than a Business Day, the dividend payment due on such Dividend
      Payment Date shall be paid on the Business Day immediately following
      such Dividend Payment Date.

            "Dividend Periods" shall mean quarterly dividend periods
      commenc ing on and including September 30, December 31, March 31 and
      June 30 of each year and ending on and including the day preceding
      the first day of the next succeeding Dividend Period.

            "DTC" shall have the meaning set forth in Exhibit A.

            "DWAC Transfer"shall have the meaning set forth in Exhibit A.

            "8.5% Preferred Stock" shall have the meaning set forth in
      paragraph (1).

            "Exchange Act" shall mean the Securities Exchange Act of 1934,
      as amended, and the rules and regulations promulgated thereunder.

            "Expiration Time" shall have the meaning set forth in paragraph
      (9)(d)(v).

            "Extended Tolling Period" shall have the meaning set forth in
      para graph (8)(d)(ii).

            "Holdco" shall have the meaning set forth in paragraph
      (9)(e)(ii).

            "Holder" shall have the meaning set forth in Exhibit A.

            "HSR Act" shall have the meaning set forth in paragraph 9(b).

            "Initial Holder" shall mean Booth American Company.

            "Issue Date" shall mean the date on which shares of 8.5%
      Preferred Stock are first issued by the Corporation.

            "Junior Securities" shall have the meaning set forth in
      paragraph (4)(c).

            "Junior Securities Distributions" shall have the meaning set
      forth in paragraph (5)(f).

            "Liquidation Preference" shall mean $1,000.00 per share of 8.5%
      Preferred Stock.

            "Liquidation Right" shall mean, for each share of 8.5%
      Preferred Stock, the greater of (i) an amount equal to $1,000.00 per
      share, plus an amount equal to all dividends (whether or not
      declared) accrued and unpaid thereon, determined in accordance with
      paragraph 5(a), to the date of final distribution to such holders and
      (ii) the amount that would be received in liquidation following
      conversion of a share of 8.5% Preferred Stock into Common Stock.

            "Mandatory Redemption Date" shall have the meaning set forth in
      paragraph (7)(b).

            "Mandatory Redemption Obligation" shall have the meaning set
      forth in paragraph (7)(c).

            "Nasdaq" means the Nasdaq Stock Market, Inc., the electronic
      securities market regulated by the National Association of Securities
      Dealers, Inc.

            "Nasdaq National Market" shall have the meaning set forth in
      Rule 4200(a)(23) of the rules of the National Association of
      Securities Dealers, Inc.

            "non-electing share" shall have the meaning set forth in para
      graph(9)(e)(i).

            "Notice of Conversion" shall have the meaning set forth in
      paragraph (8)(d).

            "NYSE" means the New York Stock Exchange.

            "outstanding" when used with reference to shares of capital
      stock, shall mean issued shares, excluding shares held by the
      Corporation or a subsidiary.

            "Parity Securities" shall have the meaning set forth in
      paragraph (4)(b).

            "Permitted Designee" shall mean: (i) a spouse or child of a
      Permitted Holder, (ii) trusts for the benefit of a Permitted Holder
      or a spouse or child of a Permitted Holder, (iii) in the event of the
      death or incompetence of a Permitted Holder, his estate, heirs,
      executor, administrator, committee or other personal representative,
      or (iv) any Person so long as a Permitted Holder owns at least 50% of
      the voting power of all classes of the voting stock of such Person.

            "Permitted Holders" shall mean George S. Blumenthal, Barclay
      Knapp and their Permitted Designees.

            "Person" shall mean any individual, partnership, association,
      joint venture, corporation, business, trust, joint stock company,
      limited liability company, any unincorporated organization, any other
      entity, a "group" of such persons, as that term is defined in Rule
      13d-5(b) under the Exchange Act, or a government or political
      subdivision thereof.

            "Preferred Stock Certificates" shall have the meaning set forth
      in paragraph(10).

            "Preferred Stock" shall have the meaning set forth in the first
      resolu tion.

            "Purchase Agreement" shall mean the purchase agreement between
      the Corporation and the Initial Holder, dated as of August 4, 2000
      with respect to the sale and purchase of the 8.5% Senior Convertible
      Preferred Stock, Series A of the Corporation, including all
      amendments thereto.

            "Purchase Shares" shall have the meaning set forth in paragraph
      (9)(d)(v).

            "Record Date" shall have the meaning set forth in paragraph
      (9)(d)(iv).

            "Rights" shall have the meaning set forth in paragraph (14).

            "Securities" shall have the meaning set forth in paragraph
      (9)(d)(iii).

            "Securities Act" shall mean the Securities Act of 1933 and the
      rules and regulations promulgated thereunder.

            "Senior Securities" shall have the meaning set forth in
      paragraph (4)(a).

            "set apart for payment" shall be deemed to include, without any
      action other than the following, the recording by the Corporation in
      its accounting ledgers of any accounting or bookkeeping entry which
      indicates, pursuant to a declaration of dividends or other
      distribution by the Board of Directors, the allocation of funds to be
      so paid on any series or class of capital stock of the Corporation;
      provided, however, that, if any funds for any class or series of
      Junior Securities or any class or series of Parity Securities are
      placed in a separate account of the Corporation or delivered to a
      disbursing, paying or other similar agent, then "set apart for
      payment" with respect to the 8.5% Preferred Stock shall mean placing
      funds in a separate account of the Corpo ration or delivering such
      funds to a disbursing, paying or other similar agent, as the case may
      be.

            "Special Conversion Price" shall have the meaning set forth in
      paragraph (9)(f)(i).

 !          "Tolling Period" shall have the meaning set forth in paragraph
      (8)(d)(i).

            "Trading Day" shall mean any day on which the securities in
      question are traded on the NYSE or, if such securities are not listed
      or admitted for trading on the NYSE, on the principal national
      securities exchange on which such securities are listed or admitted
      or, if not listed or admitted for trading on any national securities
      exchange, on the Nasdaq National Market or, if such securities are
      not quoted thereon, in the applicable securities market in which the
      securities are traded.

            "25-Day Average Market Price" shall mean, for any security, the
      volume-weighted average of the Current Market Prices of that security
      for the twenty-five Trading Days immediately preceding the date of
      determination.

            (3) Currency. All shares of 8.5% Preferred Stock shall be
denominated in United States currency, and all payments and distributions
thereon or with respect thereto and redemptions thereof shall be made in
United States currency. All references herein to "$", "dollars", "(cent)"
or "cents" refer to United States currency.

            (4) Rank. Any class or series of capital stock of the
Corporation whether now existing or hereafter created shall be deemed to
rank:

            (a) prior to the 8.5% Preferred Stock, either as to the payment
of dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, or both, if the holders of such class or series
shall be entitled by the terms thereof to the receipt of dividends and of
amounts distributable upon liquidation, dissolution or winding up,
voluntary or involuntary, or both, in preference or priority to the holders
of 8.5% Preferred Stock ("Senior Securities");

            (b) on a parity with the 8.5% Preferred Stock, either as to the
payment of dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, or both, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share
thereof be different from those of the 8.5% Preferred Stock, if the holders
of the 8.5% Preferred Stock and of such class of stock or series shall be
entitled by the respective terms thereof to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up,
voluntary or involuntary, or both, in proportion to their respective
amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other and such
class of stock or series is not a class of Senior Securities ("Parity
Securities"); and

            (c) junior to the 8.5% Preferred Stock, either as to the
payment of dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, or both, if such stock or series shall be Common
Stock or if the holders of the 8.5% Preferred Stock shall be entitled to
receipt of dividends, and of amounts distributable upon liquidation,
dissolution or winding up, voluntary or involuntary, or both, in preference
or priority to the holders of shares of such stock or series ("Junior
Securities").

            (d) The Series C Junior Participating Preferred Stock of the
Corporation is a Junior Security. Each of the 8.5% Senior Convertible
Preferred Stock, Series A of the Corporation, the Series B Senior
Convertible Exchangeable Preferred Stock of the Corporation and one or more
classes or series of Additional Preferred shall be Parity Securities;
provided, however, that there shall be no issue of Senior Securities or
rights or options exercisable for or convertible into any Senior
Securities, except as approved by the holders of the 8.5% Preferred Stock
pursuant to paragraph 12(c).

            (e) The respective definitions of Senior Securities, Junior
Securi ties and Parity Securities shall also include any rights or options
exercisable for or convertible into any of the Senior Securities, Junior
Securities and Parity Securities, as the case may be. The 8.5% Preferred
Stock shall be subject to the creation of Junior Securities, Parity
Securities and Senior Securities as set forth herein.

            (5) Dividends. (a) Subject to paragraph (9)(b)(ii), the holders
of shares of 8.5% Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of funds legally available
for the payment of divi dends, dividends at the quarterly rate of $21.25
per share (assuming the Liquidation Preference), subject to adjustment in
accordance with subparagraph (ii)(B) below, payable by the Corporation in
(i) shares of Common Stock (such Common Stock for this purpose to be
assigned a value equal to the 25-Day Average Market Price as of the record
date for such Dividend Payment Date); provided that the Corporation may
only pay a quarterly dividend in shares of its Common Stock if such shares
are issued under an effective registration statement or if a shelf
registration statement for the resale of such shares is in effect on the
relevant Dividend Payment Date or (ii) additional shares of Preferred Stock
of a class or series to be designated by the Board of Directors having
terms substantially identical to the 8.5% Preferred Stock, except as
follows: (A) the conversion rate of such additional shares of Preferred
Stock shall reflect that the conversion price of the Common Stock issuable
on such Preferred Stock shall be at a 20.0% premium to the 25-Day Average
Market Price as of the record date for such Dividend Payment Date; (B) the
number of shares of such Preferred Stock payable as a dividend on any
Dividend Payment Date shall be equal to the product of (I) 0.02125
multiplied by (II) the sum of (1) the aggregate Liquida tion Preference of
the 8.5% Preferred Stock on the Issue Date, (2) the aggregate liquidation
preference of the additional shares of Preferred Stock (assuming a $1,000
face amount) paid on any one or more previous Dividend Payment Dates (such
classes or series of Preferred Stock singularly and collectively, the
"Additional Preferred"), and (3) the aggregate amount of dividends accrued
and unpaid on the 8.5% Preferred Stock and Additional Preferred (whether or
not declared) on any one or more previous Dividend Payment Dates; and (C)
any certificate of designation filed in connection with the issuance of
Additional Preferred shall provide that the mandatory redemption date for
such shares of Additional Preferred shall be Septem ber 29, 2010. All
dividends on the 8.5% Preferred Stock, in whatever form, shall be payable
in arrears quarterly on each Dividend Payment Date and shall be cumulative
from the Issue Date (except that dividends on Additional Preferred shall
accrue from the date such Additional Preferred is issued or would have been
issued in accordance with this Certificate of Designation if such dividends
had been declared), whether or not in any Dividend Period or Dividend
Periods there shall be funds of the Corpora tion legally available for the
payment of such dividends. Each such dividend shall be payable to the
holders of record of shares of 8.5% Preferred Stock, as they appear on the
stock records of the Corporation at the close of business on the record
date for such dividend. Upon the declaration of any such dividend, the
Board of Directors shall fix as such record date on the fifth (5th)
Business Day preceding the relevant Dividend Payment Date and shall give
written notice on or prior to the relevant record date of the form of
payment of such dividend. Accrued and unpaid dividends for any past
Dividend Payment Date may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record on such record
date, not more than 45 days nor less than five Business Days preceding the
payment date thereof, as may be fixed by the Board of Directors.

            (b) For the purpose of determining the number of shares of
Additional Preferred to be issued pursuant to paragraph (5)(a), each such
share of Additional Preferred shall be valued at $1,000.00. The applicable
certificate of designation for each class or series of Additional Preferred
shall provide that holders of such shares of Additional Preferred shall be
entitled to receive dividends payable at the rates specified in paragraph
(5)(a) and under the terms specified in paragraph (5).

            (c) The Corporation may issue fractional shares of Additional
Preferred on a Dividend Payment Date.

            (d) The dividends payable for any period shorter or longer than
a full Dividend Period, on the 8.5% Preferred Stock shall accrue daily and
be com puted on the basis of a 360-day year consisting of twelve 30-day
months. Holders of shares of 8.5% Preferred Stock shall not be entitled to
receive any dividends, whether payable in Common Stock or Additional
Preferred, which are in excess of the cumulative dividends provided for
herein. No interest, or sum of money in lieu of interest, shall be payable
in respect of any dividend payment or payments on the 8.5% Preferred Stock
that may be in arrears except as otherwise provided herein.

            (e) So long as any shares of the 8.5% Preferred Stock are out
standing, no dividends, except as described in the next succeeding
sentence, shall be declared or paid or set apart for payment on Parity
Securities or Junior Securities, for any period, nor shall any Parity
Securities or Junior Securities be redeemed, pur chased or otherwise
acquired for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any such Parity Securities or
Junior Securities) by or on behalf of the Corporation, directly or
indirectly (except for conversion into or exchange into other Parity
Securities or Junior Securities, as the case may be) unless, in each case,
(i) full cumulative dividends on all outstanding shares of the 8.5%
Preferred Stock for all Dividend Periods terminating on or prior to the
date of such redemption, repurchase or other acquisition shall have been
paid or set apart for payment, (ii) sufficient funds shall have been paid
or set apart for the payment of the dividend for the current Dividend
Period with respect to the 8.5% Preferred Stock, (iii) the Corporation is
not in default with respect to any redemption of shares of 8.5% Preferred
Stock by the Corporation pursuant to paragraph (7) and (iv) holders of at
least seventy-five percent (75%) of the aggregate Liquidation Preference of
outstanding shares of 8.5% Preferred Stock shall have consented in writing
to such dividend, redemption, purchase or other acquisition. When dividends
are not fully paid in Common Stock or Additional Preferred, as aforesaid,
all dividends declared upon shares of the 8.5% Preferred Stock and all
dividends declared upon Parity Securities shall be declared ratably in
proportion to the respec tive amounts of dividends accumulated and unpaid
on the 8.5% Preferred Stock and accumulated and unpaid on such Parity
Securities.

            (f) So long as any shares of the 8.5% Preferred Stock are out
standing, no dividends (other than (i) any Rights issued pursuant to the
stockholder rights plan as provided in paragraph (14) and (ii) dividends or
distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Junior Securities) shall be declared
or paid or set apart for payment or other distribution declared or made
upon Junior Securities, nor shall any Junior Securities be re deemed,
purchased or otherwise acquired (other than a redemption, purchase, or
other acquisition of shares of Common Stock made for purposes of an
employee incentive or benefit plan of the Corporation or any subsidiary of
the Corporation) (all such dividends, distributions, redemptions or
purchases being hereinafter referred to as "Junior Securities
Distributions") for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by or on behalf of the Corporation, directly or indirectly (except
by conversion into or exchange for Junior Securities), unless, in each
case, (A) full cumulative dividends on all outstanding shares of the 8.5%
Preferred Stock and all Parity Securities shall have been paid or set apart
for payment for all past Dividend Periods and past dividend periods for
such Parity Securities, (B) sufficient funds shall have been paid or set
apart for the payment of the dividend for the current Dividend Period with
respect to the 8.5% Preferred Stock and the current dividend period for
such Parity Securities, (C) the Corporation is not in default with respect
to any redemption of shares of 8.5% Preferred Stock by the Corporation
pursuant to paragraph (7), (D) the Corporation has fully performed its
obligations under paragraph (7) and (E) holders of at least seventy-five
percent (75%) of the aggregate Liquidation Prefer ence of outstanding
shares of 8.5% Preferred Stock shall have consented in writing to such
dividend, redemption, purchase or other acquisition..

            (g) No dividends shall be declared, set apart for payment or
paid in respect of shares of 8.5% Preferred Stock by the Corporation
pursuant to para graph (5)(a), except in compliance with (i) Section 170
and Section 173 of the DGCL and (ii) all applicable laws, regulations
(including those of any self regulatory organization having jurisdiction
over the Corporation) and orders.

            (6) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any payment or distribution of the assets
of the Corporation (whether capital or surplus) shall be made to or set
apart for the holders of Junior Securities, the holders of the shares of
8.5% Preferred Stock shall be entitled to receive the Liquida tion Right.
If, upon any liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation, or proceeds thereof, distributable among the
holders of the shares of 8.5% Preferred Stock shall be insufficient to pay
in full the preferential amount aforesaid and liquidating payments on any
Parity Securities, then such assets, or the proceeds thereof, shall be
distributed among the holders of shares of 8.5% Preferred Stock and any
such Parity Securities ratably in accordance with the respective amounts
that would be payable on such shares of 8.5% Preferred Stock and any such
Parity Securities if all amounts payable thereon were paid in full. For the
purposes of this paragraph (6), a Change of Control transaction (other than
a transaction meeting the requirements of subparagraph (i) of the
definition of "Change of Control" set forth in paragraph (2)) shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

            (b) Subject to the rights of the holders of any Parity
Securities, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of
the 8.5% Preferred Stock, as provided in this paragraph (6), any other
series or class or classes of Junior Securities shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the
holders of the 8.5% Preferred Stock shall not be entitled to share therein.

            (c) The liquidation preference with respect to any Parity
Securi ties shall be as set forth in the certificate of designation in
respect thereof.

            (7) Redemption. (a) On or after the first Business Day
following the earlier to occur of (i) September 29, 2005, (ii) the date on
which the 25-Day Average Market Price of the Common Stock shall have
exceeded 150% of the conversion price determined pursuant to paragraph
(9)(a) during the period beginning on September 29, 2002 and ending on
September 28, 2003, (iii) the date on which the 25-Day Average Market Price
of the Common Stock shall have exceeded 200% of the conversion price
determined pursuant to paragraph (9)(a) during the period beginning on
September 29, 2003 and ending on September 28, 2004 and (iv) the date on
which the 25-Day Average Market Price of the Common Stock shall have
exceeded 250% of the conversion price determined pursuant to paragraph
(9)(a) during the period beginning on September 29, 2004 and ending on
September 28, 2005, the Corporation may redeem at its option outstanding
shares of 8.5% Preferred Stock, in whole or from time to time in part,
payable at the option of the Corporation in (A) shares of Common Stock, at
a redemption price of $1,000.00 per share, except in the case of a
redemption pursuant to subparagraph (i) of this paragraph, in which case
the redemption price shall be $1,010.00 per share, (B) cash, at a
redemption price of $1,000.00 per share, except in the case of a redemption
pursuant to subpara graph (i) of this paragraph, in which case the
redemption price shall be $1,010.00 per share or (C) a combination of cash
and Common Stock, at a redemption price of $1,000 per share, except in the
case of a redemption pursuant to subparagraph (i) of this paragraph, in
which case the redemption price shall be $1,010.00 per share based on the
respective combination of consideration, together, in each case, with
accrued and unpaid dividends thereon, whether or not declared, to, but
excluding, the date fixed for redemption, without interest. For purposes of
determining the number of shares of Common Stock to be issued pursuant to
this paragraph (7)(a), the price per share of Common Stock shall be the
25-Day Average Market Price as of the date of the written notice of
redemption under paragraph (8)(a). The Corporation may elect to pay all or
a portion of the redemption price to any holder of 8.5% Preferred Stock, in
cash, if the Corporation prior to such cash payment shall have received the
written approval of such holder of the shares of 8.5% Preferred Stock,
subject to redemption. Any right of the Corporation to redeem shares of
8.5% Preferred Stock under the terms of subparagraph (ii), (iii) or (iv) of
this paragraph 7(a), respectively, shall terminate on the day immediately
preceding September 28, 2003, September 28, 2004 and September 28, 2005,
respectively. Subject to the terms of this paragraph (7), the Corporation
shall have the right to redeem shares of 8.5% Preferred Stock in accordance
with this paragraph (7)(a) at any time on or after the first Business Day
following September 29, 2005. Any redemption of shares of 8.5% Preferred
Stock occurring on or after the date set forth in subparagraph (i) of this
paragraph (7)(a) and prior to the Mandatory Redemption Date shall be at a
redemption price of $1,010.00 per share. The per share amounts specified in
subparagraphs (ii), (iii) and (iv) of this paragraph shall be adjusted for
any stock splits, stock dividends, recombinations and similar events
occurring on or after the Issue Date.

            (b) If the Corporation shall not have redeemed all outstanding
shares of 8.5% Preferred Stock pursuant to paragraph (7)(a), prior to
September 29, 2010 (the "Mandatory Redemption Date"), to the extent the
Corporation shall have funds legally available for such payment, the
Corporation shall redeem all outstand ing shares of 8.5% Preferred Stock,
at a redemption price of $1,000.00 per share, payable at the option of the
Corporation in shares of Common Stock, cash or a combination thereof,
together with accrued and unpaid dividends thereon, whether or not
declared, to, but excluding, the Mandatory Redemption Date, without
interest. For purposes of determining the number of shares of Common Stock
to be issued pursuant to this paragraph (7)(b), the price per share of
Common Stock shall be the 25-Day Average Market Price as of the Mandatory
Redemption Date. The Corpora tion may elect to pay all or a portion of the
redemption price in cash to any holder of shares of 8.5% Preferred Stock if
the Corporation prior to such cash payment shall have received the written
approval of such holder of the shares of 8.5% Preferred Stock, subject to
redemption.

            (c) If the Corporation is unable or shall fail to discharge its
obligation to redeem all outstanding shares of 8.5% Preferred Stock
pursuant to paragraph 7(b) (a "Mandatory Redemption Obligation"), the
Mandatory Redemption Obligation shall be discharged as soon as the
Corporation is able to discharge such Mandatory Redemption Obligation. If
and so long as the Mandatory Redemption Obligation with respect to the 8.5%
Preferred Stock shall not be fully discharged, the Corporation shall not
(i) directly or indirectly, redeem, purchase, or otherwise acquire any
Parity Security or discharge any mandatory or optional redemption, sinking
fund or other similar obligation in respect of any Parity Securities
(except in connection with a redemption, sinking fund or other similar
obligation to be satisfied pro rata with the 8.5% Preferred Stock) or (ii)
declare or make any Junior Securities Distribution (other than dividends or
distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Junior Securities), or, directly or
indirectly, discharge any mandatory or optional redemption, sinking fund or
other similar obligation in respect of the Junior Securities. Dividends
shall continue to accrue on all issued and outstanding shares of 8.5%
Preferred Stock, subsequent to the Mandatory Redemption Date, as provided
in paragraph (5)(a), until all shares of 8.5% Preferred Stock have been
redeemed in accordance with para graphs (7) and (8).

            (d) Upon any redemption by the Corporation of shares of 8.5%
Preferred Stock under paragraph (7)(a), it shall be a requirement that the
Corporation shall pay the redemption price and any accrued and unpaid
dividends in arrears (in accordance with paragraph (5)(a)) to, but
excluding, the applicable redemption date, without interest. Under no
circumstances may the Corporation complete a redemp tion under paragraph
(7)(a) without including in the redemption price the price of redeeming
accrued and unpaid dividends.

            (e) For purposes of paragraph (7)(a) only, unless full
cumulative dividends (whether or not declared) on all outstanding shares of
8.5% Preferred Stock and any Parity Securities shall have been paid or
contemporaneously are declared and paid or set apart for payment for all
Dividend Periods terminating on or prior to the applicable redemption date
and written notice has been given in accor dance with paragraph (8), none
of the shares of 8.5% Preferred Stock shall be redeemed, and no sum shall
be set aside for such redemption, unless shares of 8.5% Preferred Stock are
redeemed pro rata with the Parity Securities and notice has previously been
given in accordance with paragraph (8).

            (f) The Corporation shall not be required to undertake any
redemption (or pay any monies to, or make any monies available for, a
sinking fund for the redemption) of shares of 8.5% Preferred Stock pursuant
to paragraph (7)(a) or (7)(b), except in compliance with (i) Section 151(b)
and Section 160 of the DGCL and (ii) all applicable laws, regulations
(including those of any self regulatory organization having jurisdiction
over the Corporation) and orders.

            (8) Procedure for Redemption. (a) If the Corporation shall
redeem shares of 8.5% Preferred Stock pursuant to paragraph 7(a), notice of
such redemption shall be given by certified mail, return receipt requested,
postage prepaid, mailed not less than 30 days prior to the redemption date,
to each holder of record of the shares to be redeemed at such holder's
address as the same appears on the stock register of the Corporation and
confirmed by facsimile transmission on the date of such notice to each
holder of record if the Corporation has been furnished with such facsimile
address by the holder(s); provided, however, that neither the failure to
give such notice nor confirmation nor any defect therein or in the mailing
thereof, to any particular holder, shall affect the sufficiency of the
notice or the validity of the proceedings for redemption with respect to
any other holder. Any notice that was mailed in the manner herein provided
and confirmed by facsimile transmission on the date of such notice if the
Corporation has been furnished with such facsimile address by such holder
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the notice. Each such notice shall
state: (i) the redemption date; (ii) the number of shares of 8.5% Preferred
Stock to be redeemed and, if fewer than all the shares held by such holder
are to be redeemed, the number of shares to be redeemed from such holder;
(iii) the amount payable, whether such amount shall be paid in Common Stock
or in cash (subject to the consent of the applicable holders of shares of
8.5% Preferred Stock), or in a combination of Common Stock and cash
(subject to the consent of the applicable holders of shares of 8.5%
Preferred Stock) and, if the payment is to be made in Common Stock, an
explanation of the determination of the amount to be paid; (iv) the place
or places where certificates for such shares are to be surrendered; and (v)
that dividends on the shares to be redeemed will accrue up to, but
excluding such redemption date, without interest, except as otherwise
provided herein.

            (b) If notice has been mailed as aforesaid and confirmed by
facsimile transmission on the date of such notice, from and after the
redemption date (unless default shall be made by the Corporation in
providing for the payment of the redemption price of the shares called for
redemption and dividends accrued and unpaid thereon, if any), (i) except as
otherwise provided herein, dividends on the shares of 8.5% Preferred Stock
so called for redemption shall cease to accrue, (ii) such shares shall no
longer be deemed to be outstanding and (iii) all rights of the holders
thereof as holders of 8.5% Preferred Stock shall cease, except the right to
receive from the Corporation the redemption price without interest thereon,
upon surrender and endorsement of their certificates if so required, and to
receive all accrued and unpaid dividends thereon, if any.

            (c) Upon surrender in accordance with notice given pursuant to
this paragraph (8) of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state), such shares shall be redeemed by
the Corporation at the redemption price aforesaid, plus accrued and unpaid
dividends thereon, if any. If fewer than all the outstanding shares of 8.5%
Preferred Stock are to be redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors and the shares to be redeemed
shall be selected pro rata (with any fractional shares being rounded to the
nearest whole share with "5" being rounded upward). In case fewer than all
the shares represented by any such certificate are redeemed, a new
certificate shall be issued, representing the surrendered shares without
cost to the holder thereof. No fractional shares or scrip representing
fractions of shares of Common Stock shall be issued upon conversion of the
8.5% Preferred Stock. Instead of any fractional interest in a share of
Common Stock that would otherwise be deliverable upon the redemption of a
share of 8.5% Preferred Stock, the Corporation shall round upward to
determine the whole number of shares of Common Stock issuable upon redemp
tion of the 8.5% Preferred Stock. If more than one share of 8.5% Preferred
Stock shall be surrendered for redemption at one time by the same holder,
the number of whole shares of Common Stock issuable upon redemption thereof
shall be computed on the basis of the aggregate number of shares of 8.5%
Preferred Stock surrendered for redemption by such holder.

            (d) (i) Notwithstanding any other provision of this Certificate
of Designation, any redemption initiated by the Corporation with respect to
shares of 8.5% Preferred Stock pursuant to paragraph (7)(a) shall be
suspended for one period of up to ninety (90) days (from and after the
applicable scheduled redemption date designated by the Corporation) per
redemption initiated by the Corporation (the "Tolling Period") solely for
the purpose of any holder of shares of 8.5% Preferred Stock satisfying any
applicable legal and regulatory approvals required to effect conversion of
the 8.5% Preferred Stock, and during such period any redemption initiated
by the Corporation with respect to shares of 8.5% Preferred Stock shall
have no force and effect, as to any shares of 8.5% Preferred Stock, which
such holder shall elect to convert to Common Stock pursuant to paragraph
(9) by delivery to the Corporation of a notice of election to convert in
the form of Exhibit A to this Certificate of Designation completed and
signed, specifying the number of shares to be converted (the "Notice of
Conversion") at least five (5) Business Days prior to the applicable
redemption date designated by the Corporation by notice of redemption to
such holder pursuant to paragraph (8)(a).

            (ii) The Corporation and the Initial Holder of shares of 8.5%
Preferred Stock (and any subsequent holders of shares of 8.5% Preferred
Stock as a condition to their receipt of shares of 8.5% Preferred Stock by
purchase, set-off, gift, bequeath or other manner of transfer, whether or
not for value) attempting to effect conversion by the holder of shares of
8.5% Preferred Stock subsequent to the Corporation taking action to redeem
such shares pursuant to paragraph (7)(a) mutually covenant and agree to
promptly make any and all filings (including requests for additional
information), and appearances, and to take any and all other actions
necessary to secure legal and regulatory approval to effect conversion of
the 8.5% Preferred Stock. In the event that at the expiration of the
Tolling Period any applica ble legal and regulatory approvals required to
effect conversion of the 8.5% Preferred Stock have not been secured as a
direct result of the Corporation not complying with its obligations in the
first sentence of this subparagraph (ii), the Tolling Period shall be
extended (the "Extended Tolling Period) (through no action on the part of
the holder of such shares of 8.5% Preferred Stock) until such applicable
legal and regulatory approvals shall have been obtained, or until it shall
have been finally determined by the applicable authority that any such
legal and regulatory approval shall not be available; but such Extended
Tolling Period shall in no event extend beyond sixty (60) days after the
expiration of the Tolling Period unless the Corpora tion fails or refuses
during such Extended Tolling Period to comply with its obliga tions under
the first sentence of this subparagraph (ii). The Tolling Period or
Extended Tolling Period (as applicable) shall cease in the event that the
holder of shares of 8.5% Preferred Stock has not complied with its
obligations in the first sentence of this subparagraph (ii) after written
notice of such non-compliance by the Corporation to such holder by
certified mail return receipt requested, and failure by such holder to come
into compliance with its obligations under the first sentence of this
subparagraph (ii) within ten (10) Business Days after the date of such
notice. In the event the holder shall not within such period have come into
full compliance with its obligations under the first sentence of this
subparagraph (ii), the Corporation shall be permitted to immediately effect
such redemption.

            (9) Conversion. (a) Subject to and upon compliance with the
provisions of this paragraph (9), a holder of shares of 8.5% Preferred
Stock shall have the right, at any time and from time to time, at such
holder's option, to convert any or all outstanding shares of 8.5% Preferred
Stock held by such holder into validly issued, fully paid and
non-assessable shares of Common Stock or any other shares of capital stock
or other securities of the Corporation or a successor corpora tion into
which such Common Stock (or such other shares or securities) may thereaf
ter be changed or reclassified by surrendering such shares to be converted,
such surrender to be made in the manner provided in paragraph (9)(b). The
number of shares of Common Stock deliverable upon conversion of each share
of 8.5% Pre ferred Stock shall be equal to 259.74026, as adjusted, as
provided herein (the "Conversion Rate"). To the extent that there exist any
accrued and unpaid dividends attributable to the shares of 8.5% Preferred
Stock for which a holder has sought conversion, at the time of such
conversion the number of shares of Common Stock to be delivered by the
Corporation shall be increased in an amount equal to the quotient of the
liquidation preference of that number of shares of Additional Preferred
which the accrued and unpaid dividends as of the date of conversion would
become if paid in the form of Additional Preferred on the conversion date
divided by 120% of the 25-Day Average Market Price of the Common Stock as
of: (i) the immediately preceding Dividend Payment Date with respect to
accrued and unpaid dividends that have accrued since the immediately
preceding Dividend Payment Date; or (ii) the Dividend Payment Date on which
such accrued and unpaid dividends would have been paid. In addition to the
foregoing, to the extent a holder of shares of Additional Preferred elects
to convert such shares, the certificate of designation for such shares of
Additional Preferred shall provide that, upon conversion, the number of
shares of Common Stock deliverable upon conversion of each share of
Additional Preferred, shall be equal to the quotient of the liquidation
preference of such shares divided by 120% of the 25-Day Average Market
Price of Common Stock as of the record date for the Dividend Payment Date
on which the Additional Preferred was issued. In addition, the certificate
of designation for such shares shall provide for identical treatment of
accrued and unpaid dividends as is provided for herein. The Conversion Rate
is subject to adjustment from time to time pursuant to paragraph (9)(d).
Subject to paragraph (8)(d), the right to convert shares called for
redemption pursuant to paragraph 7(a) shall terminate at the close of
business on the date immediately preceding the date fixed for such
redemption unless the Corporation shall default in making payment of the
amount payable upon such redemption, including accrued and unpaid dividends
thereon, if any, in which case such right of conversion shall be
reinstated. Upon conversion, accrued and unpaid dividends, if any, on the
8.5% Preferred Stock up to, but excluding, the date of conversion shall be
paid to the holder thereof in accordance with the provisions of paragraph
(5).

            (b) (i) In order to exercise the conversion privilege, the
holder of each share of 8.5% Preferred Stock or Additional Preferred to be
converted shall surrender the certificate representing such share, duly
endorsed or assigned to the Corporation or in blank, at the office of the
Corporation, or to any transfer agent of the Corporation previously
designated by the Corporation to the holders of the 8.5% Preferred Stock or
Additional Preferred for such purposes, with the Notice of Conversion. The
Notice of Conversion shall state that the holder has satisfied or will have
satisfied prior to the issuance of shares of Common Stock to such holder
upon conversion of the 8.5% Preferred Stock or Additional Preferred any and
all legal or regulatory requirements for conversion, including compliance
with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"). The Corporation shall use its reasonable best efforts in
cooperating with such holder to obtain such legal or regulatory approvals
to the extent its cooperation is necessary. Such notice shall also state
the name or names (with address and social security or other taxpayer
identification number, if applicable) in which the certifi cate or
certificates for Common Stock are to be issued. Unless the shares issuable
on conversion are to be issued in the same name as the name in which such
share of 8.5% Preferred Stock or Additional Preferred is registered, each
share surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the
holder or the holder's duly authorized attorney and an amount sufficient to
pay any transfer or similar tax (or evidence reasonably satisfactory to the
Corporation demonstrating that such taxes have been paid or satisfied in
full). All certificates representing shares of 8.5% Preferred Stock or
Additional Preferred surrendered for conversion shall be canceled by the
Corpora tion or the transfer agent and shall not thereafter be reissued.

            (ii) Subject to the last sentence of paragraph (9)(a), holders
of shares of 8.5% Preferred Stock or Additional Preferred at the close of
business on a record date for a Dividend Payment Date shall not be entitled
to receive the dividend payable on such shares on the corresponding
Dividend Payment Date if such holder shall have surrendered for conversion
such shares at any time following the preced ing Dividend Payment Date and
prior to such Dividend Payment Date.

            (iii) As promptly as reasonably practicable after the surrender
by a holder of the certificates for shares of 8.5% Preferred Stock or
Additional Preferred, the Corporation shall issue and shall deliver to such
holder, or on the holder's written order, a certificate or certificates
(which certificate or certificates shall have the legend set forth in
paragraph (12)(b)) for the whole number of duly authorized, validly issued,
fully paid and non-assessable shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this
paragraph (9), and any fractional interest in respect of a share of Common
Stock arising on such conversion shall be settled as provided in paragraph
(9)(c). Upon conversion of only a portion of the shares of 8.5% Preferred
Stock or Additional Preferred represented by any certificate, a new
certificate shall be issued representing the unconverted portion of the
certificate so surrendered without cost to the holder thereof. Upon the
surrender of certificates representing shares of 8.5% Preferred Stock or
Additional Preferred to be converted, such shares shall no longer be deemed
to be outstanding and all rights of a holder with respect to such shares so
surrendered shall immedi ately terminate except the right to receive the
Common Stock and other amounts payable pursuant to this paragraph (9).

            (c) (i) No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of the 8.5%
Preferred Stock or Additional Preferred. Instead of any fractional interest
in a share of Common Stock that would otherwise be deliverable upon the
conversion of a share of 8.5% Preferred Stock or Additional Preferred, the
Corporation shall round upward to determine the whole number of shares of
Common Stock issuable upon conver sion of the 8.5% Preferred Stock or
Additional Preferred. If more than one share of 8.5% Preferred Stock or
Additional Preferred shall be surrendered for conversion at one time by the
same holder, the number of whole shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number
of shares of 8.5% Preferred Stock or Additional Preferred surrendered for
conversion by such holder.

            (ii) Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the
certificates for shares of 8.5% Preferred Stock or Additional Preferred
shall have been surrendered and such notice received by the Corporation as
aforesaid, and the Person or Persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby at such time on such date
and such conversion shall be into a number of shares of Common Stock as
determined in accordance with paragraph (9)(a), unless the stock transfer
books of the Corporation shall be closed on that date, in which event such
Person or Persons shall be deemed to have become such holder or holders of
record at the close of business on the next succeeding day on which such
stock transfer books are open, but such conversion shall be based upon the
applicable Conversion Rate in effect on the date upon which such shares
shall have been surrendered and such notice received by the Corporation.

            (d) The Conversion Rate shall be subject to adjustment from
time to time as follows:

            (i) If the Corporation shall after the Issue Date (A) declare a
dividend or make a distribution on its Common Stock in shares of its Common
Stock, (B) subdivide its outstanding Common Stock into a greater number of
shares, (C) combine its outstanding Common Stock into a smaller number of
shares or (D) effect any reclassification of its outstanding Common Stock,
including a reclassifica tion into one or more classes of Common Stock or
other securities (including, tracking stock), the Conversion Rate in effect
on the record date for such dividend or distribution, or the effective date
of such subdivision, combination or reclassifica tion, as the case may be,
shall be proportionately adjusted so that the holder of any share of 8.5%
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive the number and kind of shares of Common Stock (or other securities)
that such holder would have owned or have been entitled to receive after
the happening of any of the events described above had such share of 8.5%
Preferred Stock been converted immediately prior to the record date in the
case of a dividend or distribu tion or the effective date in the case of a
subdivision, combination or reclassification. An adjustment made pursuant
to this subparagraph (i) shall become effective immediately after the
opening of business on the Business Day next following the record date
(except as provided in paragraph (9)(h)) in the case of a dividend or
distribution and shall become effective immediately after the opening of
business on the Business Day next following the effective date in the case
of a subdivision, combination or reclassification. Adjustments in
accordance with this paragraph (9)(d)(i) shall be made whenever any event
listed above shall occur.

            (ii) If the Corporation shall after the Issue Date fix a record
date for the issuance of rights or warrants (in each case, other than any
Rights issued pursuant to the stockholder rights plan as provided in
paragraph (14)) to all holders of Common Stock entitling them (for a period
expiring within 45 days after such record date) to subscribe for or
purchase Common Stock (or securities convertible or exercisable into Common
Stock) at a price per share (or, in the case of a right or warrant to
purchase securities convertible or exercisable into Common Stock, having an
effective exercise price per share of Common Stock, computed on the basis
of the maximum number of shares of Common Stock issuable upon conversion or
exercise of such convertible or exercisable securities, as the case may be,
plus the amount of additional consideration payable, if any, to receive one
share of Common Stock upon conversion or exercise of such securities, as
the case may be) less than the 25-Day Average Market Price on the date on
which such issuance was declared or otherwise announced by the Corporation
(the "Determination Date"), then the Conversion Rate in effect at the
opening of business on the Business Day next following such record date
shall be adjusted so that the holder of each share of 8.5% Preferred Stock
shall be entitled to receive, upon the conversion thereof, the number of
shares of Common Stock determined by multiplying (I) the Conversion Rate in
effect immediately prior to such record date by (II) a fraction, the
numerator of which shall be the sum of (A) the number of shares of Common
Stock outstanding on the close of business on the Determination Date and
(B) the number of additional shares of Common Stock offered for
subscription or purchase pursuant to such rights or warrants (or in the
case of a right or warrant to purchase securities convertible or
exercisable into Common Stock, the aggregate number of additional shares of
Common Stock into which the convertible or exercisable securities so
offered are initially convertible or exercisable), and the denominator of
which shall be the sum of (A) the number of shares of Common Stock
outstanding on the close of business on the Determination Date and (B) the
number of shares that the aggregate proceeds to the Corporation from the
exercise of such rights or warrants for Common Stock would purchase at such
25-Day Average Market Price on such date (or, in the case of a right or
warrant to purchase securities convertible or exercisable into Common
Stock, the number of shares of Common Stock obtained by dividing the
aggregate exercise price of such rights or warrants for the maximum number
of shares of Common Stock issuable upon conversion or exercise of such
convertible or exercisable securities, plus the aggregate amount of
additional consideration payable, if any, to convert or exercise such
securities into Common Stock, by such 25-Day Average Market Price). Such
adjustment shall become effective immediately after the opening of business
on the Business Day next following such record date (except as provided in
paragraph (9)(h)). Such adjustment shall be made successively whenever such
a record date is fixed. In the event that after fixing a record date such
rights or warrants are not so issued, the Conversion Rate shall be
readjusted to the Conversion Rate which would then be in effect if such
record date had not been fixed. In determining whether any rights or
warrants entitle the holders of Common Stock to subscribe for or purchase
shares of Common Stock at less than such 25-Day Average Market Price, there
shall be taken into account any consideration received by the Corporation
upon issuance and upon exercise of such rights or warrants, the value of
such consideration, if other than cash, to be determined by the Board of
Directors in good faith. If any rights or warrants referred to in this
subparagraph (ii) shall expire unexercised after the same shall have been
distributed or issued by the Corporation (or, in the case of rights or
warrants to purchase securities convertible or exercisable into Common
Stock once exercised, the conversion or exercise right of such securities
shall expire), the Conversion Rate shall be readjusted at the time of such
expiration to the Conversion Rate that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

            (iii) If the Corporation shall fix a record date for the making
of a distribution to all holders of its Common Stock of evidences of its
indebtedness, shares of its capital stock or assets (excluding regular cash
dividends or distributions declared in the ordinary course by the Board of
Directors and dividends payable in Common Stock for which an adjustment is
made pursuant to paragraph (9)(d)(i)) or rights or warrants (in each case,
other than the Rights issued pursuant to the stock holder rights plan as
provided in paragraph (14)) to subscribe for or purchase any of its
securities (excluding those rights and warrants issued to all holders of
Common Stock entitling them (for a period expiring within 45 days after
such record date) to subscribe for or purchase Common Stock or securities
convertible or exercisable into shares of Common Stock, which rights and
warrants are referred to in and treated under subparagraph (ii) above) (any
of the foregoing being hereinafter in this subparagraph (iii) called the
"Securities"), then in each such case the Conversion Rate shall be adjusted
so that the holder of each share of 8.5% Preferred Stock shall be entitled
to receive, upon the conversion thereof, the number of shares of Common
Stock determined by multiplying (I) the Conversion Rate in effect
immediately prior to the close of business on such record date by (II) a
fraction, the numerator of which shall be the 25-Day Average Market Price
per share of the Common Stock on such record date, and the denominator of
which shall be the 25-Day Average Market Price per share of the Common
Stock on such record date less the then-fair market value (as determined by
the Board of Directors in good faith, whose determinations shall be
conclusive) of the portion of the assets, shares of its capital stock or
evidences of indebtedness so distributed or of such rights or warrants
applicable to one share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed. In the event that after
fixing a record date such distribution is not so made, the Conversion Rate
shall be readjusted to the Conversion Rate which would then be in effect if
such record date had not been fixed. Such adjustment shall become effective
immediately at the opening of business on the Business Day next following
(except as provided in paragraph (9)(h)) the record date for the determina
tion of stockholders entitled to receive such distribution. For the
purposes of this subparagraph (iii), the distribution of a Security, which
is distributed not only to the holders of the Common Stock on the date
fixed for the determination of stockholders entitled to such distribution
of such Security, but also is distributed with each share of Common Stock
delivered to a Person converting a share of 8.5% Preferred Stock after such
determination date, shall not require an adjustment of the Conversion Rate
pursuant to this subparagraph (iii); provided, however, that on the date,
if any, on which a Person converting a share of 8.5% Preferred Stock would
no longer be entitled to receive such Security with a share of Common Stock
(other than as a result of the termination of all such Securities), a
distribution of such Securities shall be deemed to have occurred and the
Conversion Rate shall be adjusted as provided in this subparagraph (iii)
(and such day shall be deemed to be "the date fixed for the determination
of stockholders entitled to receive such distribution" and "the record
date" within the meaning of the three preceding sentences). If any rights
or warrants referred to in this subparagraph (iii) shall expire unexercised
after the same shall have been distributed or issued by the Corporation
(or, in the case of rights or warrants to purchase securities convertible
or exercisable into Common Stock once exercised, the conversion right of
such securities shall expire), the Conversion Rate shall be readjusted at
the time of such expiration to the Conversion Rate that would have been in
effect if no adjustment had been made on account of the distribution or
issuance of such expired rights or warrants.

            (iv) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash in the amount per share
that, together with the aggregate of the per share amounts of any other
cash distributions to all holders of its Common Stock made within the 12
months preceding the date of payment of such distribution and in respect of
which no adjustment pursuant to this paragraph (iv) has been made exceeds
5.0% of the 25-Day Average Market Price immediately prior to the date of
declaration of such dividend or distribution (exclud ing any dividend or
distribution in connection with the liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, and any cash that is
distributed upon a merger, consolidation or other transaction for which an
adjust ment pursuant to paragraph 9(e) is made), then, in such case, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying (I) the Conversion Rate in effect immediately
prior to the close of business on the Record Date for the cash dividend or
distribution by (II) a fraction, the numerator of which shall be the
Current Market Price of a share of the Common Stock on the Record Date and
the denominator shall be such Current Market Price less the per share
amount of cash so distributed during the 12-month period applicable to one
share of Common Stock, such adjustment to be effective immediately prior to
the opening of business on the Business Day following the Record Date;
provided, however, that in the event the denominator of the foregoing
fraction is zero or negative, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of shares of 8.5% Preferred
Stock shall have the right to receive upon conversion, in addition to the
shares of Common Stock to which the holder is entitled, the amount of cash
such holder would have received had such holder converted each share of
8.5% Preferred Stock at the beginning of the 12-month period. In the event
that such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate which would then be
in effect if such dividend or distribution had not been declared.
Notwithstanding the foregoing, if any adjustment is required to be made as
set forth in this paragraph (9)(d)(iv), the calculation of any such
adkustment shall include the amount of the quarterly cash dividends paid
during the 12-month reference period only to the extent such dividends
exceed on an aggregate basis the regular quarterly cash dividends paid
during the 12 months preceding the 12-month reference period. For purposes
of this paragraph (9)(d)(iv), "Record Date" shall mean, with respect to any
dividend or distribution in which the holders of Common Stock have the
right to receive cash, the date fixed for determination of stockholders
entitled to receive such cash. In the event that at any time cash
distributions to holders of Common Stock are not paid equally on all series
of Common Stock, the provisions of this paragraph 9(d)(iv) will apply to
any cash dividend or cash distribution on any series of Common Stock
otherwise meeting the requirements of this paragraph, and shall be deemed
amended to the extent necessary so that any adjustment required will be
made on the basis of the cash dividend or cash distribution made on any
such series.

            (v) In case of the consummation of a tender or exchange offer
(other than an odd-lot tender offer) made by the Corporation or any
subsidiary of the Corporation for all or any portion of the outstanding
shares of Common Stock to the extent that the cash and fair market value
(as determined in good faith by the Board of Directors, whose determination
shall be conclusive and shall be described in a resolution of the Board of
Directors) of any other consideration included in such payment per share of
Common Stock at the last time (the "Expiration Time") tenders or exchanges
may be made pursuant to such tender or exchange offer (as amended) exceed
by more than 5.0%, with any smaller excess being disregarded in computing
the adjustment to the Conversion Rate provided in this paragraph (9)(d)(v),
the first reported sale price per share of the Common Stock on the Trading
Day next succeed ing the Expiration Time, then the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by multiplying
the Conversion Rate in effect immedi ately prior to the Expiration Time by
a fraction the numerator of which shall be the sum of (I) the fair market
value (determined as aforesaid) of the aggregate consider ation payable to
stockholders based on the acceptance (up to any maximum specified in the
terms of the tender or exchange offer) of all shares validly tendered or ex
changed and not withdrawn as of the Expiration Time (the shares deemed so
ac cepted, up to any such maximum, being referred to as the "Purchase
Shares") and (II) the product of the number of shares of Common Stock
outstanding (less any Pur chase Shares) on the Expiration Time and the
first reported sale price of the Common Stock on the Trading Day next
succeeding the Expiration Time, and the denominator of which shall be the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time multiplied by the first reported
sale price of the Common Stock on the Trading Day next succeeding the
Expiration Time, such adjustment to become effective immediately prior to
the opening of business on the day following the Expiration Time.

            (vi) No adjustment in the Conversion Rate shall be required
unless such adjustment would require a cumulative increase or decrease of
at least 1.0% in the Conversion Rate; provided, however, that any
adjustments that by reason of this subparagraph (vi) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment until made; and provided further that any adjustment shall be
required and made in accordance with the provisions of this paragraph (9)
(other than this subparagraph (vi)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution for
United States income tax purposes to the holders of shares of 8.5%
Preferred Stock or Common Stock. Notwithstanding any other provisions of
this paragraph (9), the Corporation shall not be required to make any
adjustment of the Conversion Rate for the issuance of any shares of Common
Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and the investment of
additional optional amounts in shares of Common Stock under such plan. All
calculations under this paragraph (9) shall be made to the nearest cent or
rounded upward to the nearest share, as the case may be. The Conversion
Rate and any adjustments thereto shall be calculated to the fifth decimal
point (with the sixth decimal point rounded upward, when applicable).
Anything in this paragraph (9)(d) to the contrary notwithstanding, the
Corporation shall be entitled, to the extent permitted by law, to make such
adjustments in the Conversion Rate, in addition to those required by this
paragraph (9)(d), as it in its discretion shall determine to be advisable
in order that any stock dividends, subdivision of shares, reclassification
or combination of shares, distribution of rights or warrants to purchase
stock or securi ties, or a distribution of other assets (other than cash
dividends) hereafter made by the Corporation to its stockholders shall not
be taxable.

            (vii) In the event that, at any time as a result of shares of
any other class of capital stock becoming issuable in exchange or
substitution for or in lieu of shares of Common Stock or as a result of an
adjustment made pursuant to the provisions of this paragraph (9)(d), the
holder of 8.5% Preferred Stock upon subse quent conversion shall become
entitled to receive any shares of capital stock of the Corporation other
than Common Stock, the number of such other shares so receiv able upon
conversion of any shares of 8.5% Preferred Stock shall thereafter be
subject to adjustment from time to time in a manner and on terms as nearly
equiva lent as practicable to the provisions contained herein.

            (viii)Any certificate of designation filed in connection with
the issuance of any class or series of Additional Preferred shall contain
terms substan tially identical to this paragraph (9)(d).

            (e) (i) Subject to paragraph (f) below, if the Corporation
shall be a party to a Change of Control transaction and excluding any
transaction as to which paragraph (9)(d)(i) applies, in each case as a
result of which shares of Common Stock shall be converted into the right to
receive stock, securities or other property (including cash or any
combination thereof), there shall be no adjustment to the Conversion Rate
but each share of 8.5% Preferred Stock which is not converted into the
right to receive stock, securities or other property in connection with
such Change of Control transaction shall thereafter be convertible or
exercisable into the kind and amount of shares of stock, securities and
other property (including cash or any combination thereof) receivable upon
the consummation of such Change of Control transaction by a holder of that
number of shares of Common Stock into which one share of 8.5% Preferred
Stock was convertible or exercisable immediately prior to such Change of
Control transaction, assuming such holder of Common Stock (i) is not a
Person with which the Corporation consolidated or into which the
Corporation merged or which merged into the Corporation or to which such
sale or transfer was made, as the case may be (a "Constituent Person"), or
an Affiliate of a Constituent Person and (ii) failed to exercise his rights
of election, if any, as to the kind or amount of stock, securities and
other property (including cash) receivable upon such Change of Control
transaction (provided, that, if the kind or amount of stock, securities and
other property (including cash) receivable upon such Change of Control
transaction is not the same for each share of Common Stock held immedi
ately prior to such Change of Control transaction by other than a
Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised (a "non-electing share"),
then for the purpose of this paragraph (9)(e) the kind and amount of stock,
securities and other property (including cash) receiv able upon such Change
of Control transaction by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). The provisions of this paragraph (9)(e)(i) shall similarly apply
to successive Change of Control transactions.

            (ii) Notwithstanding anything herein to the contrary, if the
Corporation is reorganized such that the Common Stock is exchanged for the
common stock of a new entity ("Holdco") whose common stock is traded on the
Nasdaq National Market or another recognized securities exchange or
automated quotation system, then the Corporation shall (A) cause Holdco to
comply with the terms of paragraph (11) and (B) by notice to the holders of
the 8.5% Preferred Stock, may cause the exchange of certificates evidencing
8.5% Preferred Stock for certifi cates evidencing preferred stock of Holdco
having the same terms and conditions as set forth herein if as a result of
such reorganization the corporation into which the shares of 8.5% Preferred
Stock are convertible does not have the identical name of the Corporation;
provided that the rights attaching to the preferred stock of Holdco shall
be adjusted so as to comply with the local law of the country of
incorporation of Holdco or the new share structure of Holdco subject to
such rights effectively giving the same economic rights as the 8.5%
Preferred Stock (including for these purposes any resultant change in the
tax treatment for the holders of such stock).

            (f) Notwithstanding anything herein to the contrary, if a
Change of Control occurs, each holder of shares of 8.5% Preferred Stock
shall have a one-time option, for a period of thirty (30) days following
written notice from the Corporation, which written notice shall be given
not less than fifteen (15) days prior to the expected occurrence of the
Change of Control, to convert all of its shares of 8.5% Preferred Stock
into shares of Common Stock at the Change of Control Conversion Rate. The
"Change of Control Conversion Rate" shall be equal to the Liquidation
Preference divided by the Special Conversion Price. The Change of Control
Conversion Rate shall be adjusted from time to time in accordance with the
provisions of paragraph (9)(d) applicable generally to adjustment of the
Conversion Rate. Nothing in this paragraph (9)(f) is intended to limit or
alter the conversion rights of a holder of shares of 8.5% Preferred Stock
in paragraph (9)(a). For pur poses of this paragraph (9)(f), the following
definitions shall apply:

            (i) "Special Conversion Price" shall mean the greater of (x)
66.67% of the 25-Day Average Market Price of the Common Stock on and
including December 22, 2000 and (y) the Change of Control Price.

            (ii) "Change of Control Price" shall mean (x) the fair market
value of the consideration that would be received by a holder of Common
Stock for one share of Common Stock in a Change of Control transaction from
any successor, acquiror or other third party if such transaction were to
occur on the date of the notice referred to in the first sentence of this
paragraph (9)(f) or (y) the Alternative Change of Control Price if the
holders of Common Stock do not receive any consid eration in a Change of
Control transaction from any successor, acquiror or other third party. For
purposes of this definition, "Alternative Change of Control Price" shall
mean the fair market value per share of Common Stock on the date of the
notice referred to in the first sentence of this paragraph (9)(f).

            (iii) "Change of Control Instigator" shall mean any "person" or
"group", within the meaning of Sections 13(d)(3) and 14(d)(2) of the
Exchange Act or any successor provision to either of the foregoing,
including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act, other than any Permitted Holder, whose activities, actions or
participation results, directly or indirectly, in a Change of Control.

            (g)   If:

            (i)   the Corporation shall declare a dividend or any other distribu
tion on the Common Stock; or

            (ii) the Corporation shall authorize the granting to the
holders of the Common Stock of rights or warrants to subscribe for or
purchase any shares of any class or any other rights or warrants; or

            (iii) there shall be any subdivision, combination or
reclassification of the Common Stock or any Change of Control transaction
for which approval of any stockholders of the Corporation is required; or

            (iv)  there shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation,

then the Corporation shall file or cause to be filed with any transfer
agent designated by the Corporation pursuant to paragraph (9)(b) and shall
mail or cause to be mailed by certified mail, return receipt requested, to
the holders of shares of 8.5% Preferred Stock at their addresses as shown
on the stock records of the Corporation, as promptly as reasonably
practicable, but at least ten days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken
for the purpose of such dividend (or such other distribution) or rights or
warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend,
distribution or rights or warrants are to be determined or (B) the date on
which such subdivision, combination, reclassification, Change of Control
transaction, liquidation, dissolution or winding up or other action is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property, if any,
deliverable upon such subdivision, combination, reclassification, Change of
Control transaction, liquidation, dissolution or winding up. Failure to
give or receive such notice or any defect therein shall not affect the
legality or validity of any dividend, distribution, right, warrant, subdivi
sion, combination, reclassification, Change of Control transaction,
liquidation, dissolution, winding up or other action, or the vote upon any
of the foregoing.

            (h) Whenever the Conversion Rate is adjusted as herein
provided, the Corporation shall prepare an officer's certificate with
respect to such adjustment of the Conversion Rate setting forth the
adjusted Conversion Rate and the effective date of such adjustment and
shall mail a copy of such officer's certificate to the holder of each share
of 8.5% Preferred Stock at such holder's last address as shown on the stock
records of the Corporation and confirm by facsimile transmission on the
date of such notice to such holder if the Corporation has been furnished
with such facsimile address by such holder. If the Corporation shall have
designated a transfer agent pursuant to paragraph (9)(b), it shall also as
promptly as reasonably practicable file with such transfer agent an
officer's certificate setting forth the Conversion Rate after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment which certificate shall be conclusive evidence of the
correctness of such adjustment.

            (i) In any case in which paragraph (9)(d) provides that an
adjustment shall become effective on the day next following a record date
for an event, the Corporation may defer until the occurrence of such event
(i) issuing to the holder of any share of 8.5% Preferred Stock converted
after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason
of the adjustment contemplated by such event over and above the Common
Stock issuable upon such conversion before giving effect to such adjustment
and (ii) paying to such holder any amount in cash in lieu of any fraction
pursuant to paragraph 9(c).

            (j) For purposes of this paragraph (9), the number of shares of
Common Stock at any time outstanding shall not include any shares of Common
Stock then owned or held by or for the account of the Corporation. The
Corporation shall not pay a dividend or make any distribution on shares of
Common Stock held in the treasury of the Corporation.

            (k) There shall be no adjustment of the Conversion Rate in case
of the issuance of any stock of the Corporation in a Change of Control
transaction, except as specifically set forth in this paragraph (9). If any
single action would require adjustment of the Conversion Rate pursuant to
more than one subparagraph of this paragraph (9), only one adjustment shall
be made and such adjustment shall be the amount of adjustment that has the
highest absolute value.

            (l) If the Corporation shall take any action affecting the
Common Stock, other than action described in this paragraph (9), that in
the opinion of the Board of Directors materially adversely affects the
conversion rights of the holders of the shares of 8.5% Preferred Stock, the
Conversion Rate may be adjusted by the Board of Directors, to the extent
permitted by law, in such manner, if any, and at such time, as the Board of
Directors may determine in good faith to be equitable in the circumstances;
provided that the provisions of this paragraph (9)(l) shall not affect any
rights the holders of 8.5% Preferred Stock may have at law or in equity.

            (m) (i) The Corporation covenants that it will at all times
reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued shares of Common Stock for the
purpose of effecting conversion of the 8.5% Preferred Stock, the full
number of shares of Common Stock deliverable upon the conversion of all
outstanding shares of 8.5% Preferred Stock not theretofore converted. For
purposes of this paragraph (9)(m) the number of shares of Common Stock that
shall be deliverable upon the conversion of all outstanding shares of 8.5%
Preferred Stock shall be computed as if at the time of computation all such
outstand ing shares were held by a single holder.

            (ii) The Corporation covenants that any shares of Common Stock
initially issued upon conversion of the 8.5% Preferred Stock shall be duly
authorized, validly issued, fully paid and non-assessable. Before taking
any action that would cause an adjustment increasing the Conversion Rate
such that the quotient of the Liquidation Preference and the Conversion
Rate (which quotient initially shall be $3.85) would be reduced below the
then-par value of the shares of Common Stock deliverable upon conversion of
the 8.5% Preferred Stock, the Corporation will take any corporate action
that, based on the opinion of its counsel, may be necessary in order that
the Corporation may validly and legally issue fully paid and non-
assessable shares of Common Stock with respect to such adjusted Conversion
Rate.

            (iii) Prior to the delivery of any securities that the
Corporation shall be obligated to deliver upon conversion of the 8.5%
Preferred Stock, the Corporation shall comply with all applicable federal
and state laws and regulations which require action to be taken by the
Corporation, including but not limited to compliance with the Securities
Act, the Exchange Act, the HSR Act, the rules and regulations of Nasdaq (or
any other exchange or automated quotation system on which the Common Stock
is then traded or listed). The Corporation shall pay or cause to be paid
the costs and expenses of the Initial Holder associated with such
compliance in accordance with the Purchase Agreement and the Corporation
agrees to pay or cause to be paid the costs and expenses of subsequent
holders of shares of 8.5% Preferred Stock associated with such compliance.

            (n) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Common Stock or other securities or property on conversion of
the 8.5% Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issue or delivery of shares of
Common Stock or other securities or property in a name other than that of
the holder of the 8.5% Preferred Stock to be converted and no such issue or
delivery shall be made unless and until the Person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or
established, to the satisfaction of the Corporation, that such tax has been
paid or satisfied in full.

            (10) Loss, Theft, Mutilation or Destruction of Certificates.
Upon receipt by the Corporation of evidence of the loss, theft, destruction
or mutilation of any certificates representing shares of 8.5% Preferred
Stock (the "Preferred Stock Certificate(s)") and (in the case of loss,
theft or destruction) of indemnity satisfactory to the Corporation, and
upon surrender and cancellation of the Preferred Share Certificate(s), if
mutilated, the Corporation shall execute and deliver new Preferred Share
Certificate(s) of like tenor and date. Any holder of 8.5% Preferred Stock
making a request under this paragraph (10) shall be responsible for all
costs and expenses associated therewith, including, but not limited to the
securing of an indemnity bond.

            (11) Assumption of Obligations. Prior to the consummation of a
Change of Control transaction or any other transaction in which any Person
other than the Corporation shall be the successor or acquiring Person, the
resulting successor or acquiring Person (if not the Corporation) and, if an
entity different from the successor or acquiring entity, the entity whose
capital stock or assets the holders of the Common Stock are entitled to
receive as a result of the Change of Control transaction or any other
transaction in which any Person other than the Corporation shall be the
successor or acquiring Person shall be required to assume by written
instrument (in form and substance reasonably satisfactory to the holders of
at least 50% of the aggregate Liquidation Preference of the outstanding
shares of 8.5% Preferred Stock) the obligations of this Certificate of
Designation.

            (12) Governance. (a) The holders of record of outstanding
shares of 8.5% Preferred Stock shall not be entitled to any voting rights,
except as hereinaf ter provided in this paragraph (12) or as otherwise
provided by law.

            (b) Without the written consent of the holders of at least
seventy-five percent (75%) of the aggregate Liquidation Preference of
outstanding shares of 8.5% Preferred Stock or the vote of the holders of at
least seventy-five percent (75%) of the aggregate Liquidation Preference of
outstanding shares of 8.5% Preferred Stock at a meeting of the holders of
8.5% Preferred Stock called for such purpose, the Corporation will not
amend, alter or repeal any provision of the Certificate of Incorporation
(by merger or otherwise), or any other comparable organizational documents,
so as to adversely affect the powers, designation, dividend rights, voting
powers, rights on liquidation, conversion rights, redemption rights and
other prefer ences and relative, participating, optional or other special
rights of the 8.5% Pre ferred Stock; provided that any such amendment or
alteration that changes the dividend payable on the 8.5% Preferred Stock,
or the Conversion Rate or the Liquidation Preference shall require the vote
of holders of at least ninety (90%) of the aggregate Liquidation Preference
of outstanding shares of 8.5% Preferred Stock at a meeting of the holders
of 8.5% Preferred Stock called for such purpose or the written consent of
the holders of at least ninety (90%) of the aggregate Liquidation
Preference of outstanding shares of 8.5% Preferred Stock.

            (c) Without the written consent of the holders of at least
seventy-five percent (75%) of the aggregate Liquidation Preference of
outstanding shares of 8.5% Preferred Stock or the vote of holders of at
least seventy-five percent (75%) of the aggregate Liquidation Preference of
outstanding shares of 8.5% Preferred Stock at a meeting of the holders of
8.5% Preferred Stock called for such purpose, the Corporation will not
issue any additional 8.5% Preferred Stock or create, authorize or issue any
Senior Securities; provided that this paragraph 12(c) shall not limit the
right of the Corporation to issue Additional Preferred as dividends
pursuant to paragraph (5).

            (d) In exercising the voting rights set forth in this paragraph
(12), each share of 8.5% Preferred Stock shall have one vote per share,
except that when any other series of preferred stock shall have the right
to vote with the 8.5% Pre ferred Stock as a single class on any matter,
then the 8.5% Preferred Stock and other series shall have with respect to
such matters one vote per $1,000 of stated liquida tion preference. Except
as otherwise required by applicable law or as set forth herein, the shares
of 8.5% Preferred Stock shall not have any relative, participating,
optional or other special voting rights and powers and the consent of the
holders thereof shall not be required for the taking of any corporate
action.

            (13) General Provisions. (a) The headings of the paragraphs,
subparagraphs, clauses and subclauses of this Certificate of Designation
are for convenience of reference only and shall not define, limit or affect
any of the provi sions hereof.

            (b)   The shares of 8.5% Preferred Stock shall bear the following
legend:

            THE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY
            (THE "PREFERRED STOCK") (AND THE SHARES OF COMMON STOCK, PAR
            VALUE $0.01 PER SHARE, OF THE COMPANY (THE "COMMON STOCK") INTO
            WHICH THE PREFERRED STOCK MAY BE CONVERTED) REPRESENTED BY
            THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED
            STATES ABSENT REGISTRATION UNDER THE SECU RITIES ACT OF 1933
            AND ANY APPLICABLE STATE SECURI TIES LAWS OR AN APPLICABLE
            EXEMPTION FROM REGISTRATION REQUIREMENTS. THE TRANSFER OF THE
            PRE FERRED STOCK (OR COMMON STOCK, IF THE PREFERRED STOCK HAS
            BEEN CONVERTED) EVIDENCED BY THIS CERTIF ICATE IS SUBJECT TO
            THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE PURCHASE
            AGREEMENT, DATED AUGUST 4, 2000, AS AMENDED, BY AND BETWEEN THE
            COMPANY AND BOOTH AMERICAN COMPANY, A COPY OF WHICH IS ON FILE
            AT THE EXECUTIVE OFFICES OF THE COMPANY AND WILL BE FURNISHED
            WITHOUT CHARGE TO THE HOLDER OF SUCH PREFERRED STOCK (OR COMMON
            STOCK, IF THE PREFERRED STOCK HAS BEEN CONVERTED) UPON WRITTEN
            REQUEST TO THE COMPANY.

            THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH HOLDER OF THE
            PREFERRED STOCK, WHO SO REQUESTS IN WRITING TO THE SECRETARY OF
            THE COMPANY, THE POWERS, DESIGNATION, PREFERENCES AND RELATIVE,
            PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE
            PREFERRED STOCK.

            The shares of Common Stock issuable upon conversion of the 8.5%
Preferred Stock shall bear the following legend:

            THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE
            COMPANY (THE "COMMON STOCK") REPRESENTED BY THIS CERTIFICATE
            MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
            REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
            APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
            FROM REGISTRATION REQUIREMENTS. THE TRANSFER OF THE COMMON
            STOCK EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE
            RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE PURCHASE
            AGREEMENT, DATED AS OF AUGUST 4, 2000, AS AMENDED, BY AND
            BETWEEN THE COMPANY AND BOOTH AMERICAN COMPANY, A COPY OF WHICH
            IS ON FILE AT THE EXECUTIVE OFFICES OF THE COMPANY AND WILL BE
            FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH
            COMMON STOCK UPON WRITTEN REQUEST TO THE COM
            PANY.

            (c) At the request of any holder made subsequent to the
expiration or termination of any restrictions on transfer set forth in the
Purchase Agreement, the Corporation shall reissue any certificates for
shares of 8.5% Preferred Stock or Common Stock to remove from the above
legends any reference to such restrictions on transfer set forth in the
Purchase Agreement.

            (d) Unless the certificates to be issued shall be registered in
the same name as the name in which such surrendered certificates are
registered, each certificate so surrendered shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly
executed by the holder or the holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence
reasonably satisfactory to the Corporation demonstrating that such taxes
have been paid or satisfied in full). All certificates so surrendered shall
be canceled by the Corporation or the transfer agent and thereafter shall
not be reissued.

            (e) As promptly as reasonably practicable after the surrender
by a holder of such certificates, the Corporation shall issue and shall
deliver to such holder, or on the holder's written order, a certificate or
certificates (which certificate or certificates shall have the legend set
forth in paragraph 13(b)) for the number of duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock represented by
the certificates so surrendered.

            (14) Stockholder Rights Plan. The shares of 8.5% Preferred
Stock shall be entitled to the benefits of a number of rights issuable
under the Rights Agreement, dated as of September 29, 2000, between the
Corporation and Continen tal Stock Transfer & Trust Company or any
successor plan of similar purpose and effect (the "Rights") equal to the
number of shares of Common Stock then issuable upon conversion of the 8.5%
Preferred Stock at the prevailing Conversion Rate. Any shares of Common
Stock deliverable upon conversion or redemption of a share of 8.5%
Preferred Stock or upon payment of a dividend shall be accompanied by a
Right."

            IN WITNESS WHEREOF, CoreComm Limited has caused this
Certificate of Designation to be signed by the undersigned on behalf of
CoreComm Limited this 2nd day of January 2001.

                               CORECOMM LIMITED

                               By: /s/ Richard J. Lubasch
                                  -----------------------------------------
                                   Name:   Richard J. Lubasch
                                   Title:  Senior Vice President, General
                                                Counsel and Secretary








                                                            Exhibit A


                        NOTICE OF CONVERSION

  (To      be Executed by the Holder of Shares of 8.5% Preferred Stock in
           order to Convert the 8.5% Preferred Stock)


      The undersigned (the "Holder") hereby irrevocably elects to convert
______ shares of 8.5% Preferred Stock, represented by stock certificate
No(s). __________ into shares of Common Stock according to the terms and
conditions of the Certificate of Designation, as of the date written below.
If securities are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates. No fee will
be charged to the Holder for any conversion, except for transfer taxes, if
any.

      The Holder hereby represents and warrants that it has satisfied or
wiml have satisfied prior to the issuance of shares of Common Stock upon
conversion of the 8.5% Preferred Stock any and all legal and regulatory
requirements for conversion, including compliance with the HSR Act.

      The Corporation shall electronically transmit the Common Stock
issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee with The Depository Trust Company ("DTC")
through its Deposit With drawal Agent Commission System ("DWAC Transfer").

      Name of DTC Prime Broker:  ______________________

      Account Number:  ________________________________


   [  In lieu of receiving shares of Common Stock issuable pursuant to this
      Notice of Conversion by way of a DWAC Transfer, the undersigned
      hereby requests that the Corporation issue a certificate or
      certificates for the number of shares of Common Stock set forth above
      (which numbers are based on the Holder's calculation attached hereto)
      in the name(s) specified immediately below or, if additional space is
      necessary, on an attachment hereto:

   Name:  ______________________________________

   Address:  ___________________________________


   The Holder hereby represents and warrants that all offers and sales by
the undersigned of the securities issuable to the undersigned upon
conversion of the 8.5% Preferred Stock shall be made pursuant to
registration of the securities under the Securities Act and any applicable
state securities laws, or pursuant to an applica ble exemption from
registration under the Securities Act and any applicable state securities
laws.

   Date of Conversion:  ________________________

   Conversion Rate:  ___________________________


   Number of Shares of
   Common Stock to be Issued:  _________________


   Signature:  _________________________________

   Name:  ______________________________________

   Address:  ___________________________________


*  The Corporation is not required to issue shares of Common Stock until
   the original Preferred Stock Certificate(s) to be converted (or evidence
   of loss, theft or destruction thereof) are received by the Corporation
   or its transfer agent.