CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES F CONVERTIBLE PREFERRED STOCK
                                       OF
                        DOBSON COMMUNICATIONS CORPORATION

                  (Pursuant to Title 18, Section 1032(G) of the
                General Corporation Act of the State of Oklahoma)

     Dobson Communications Corporation, a corporation organized and existing
under the General Corporation Act of the State of Oklahoma (hereinafter called
the "COMPANY"), DOES HEREBY CERTIFY:

     That, pursuant to authority vested in the Board of Directors of the Company
by its Amended and Restated Certificate of Incorporation, and pursuant to the
provisions of Title 18, Section 1032(G) of the General Corporation Act of the
State of Oklahoma, the Board of Directors of the Company has adopted the
following resolution providing for the issuance of a series of preferred stock:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Company by the Amended and Restated Certificate of
Incorporation of the Company (the "CERTIFICATE OF INCORPORATION"), a series of
preferred stock, par value $1.00 per share, of the Company be, and it hereby is,
created, and that the designation and amount thereof and the powers,
designations, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

     1. DESIGNATION AND AMOUNT. There shall be created from the 6,000,000 shares
of preferred stock, par value $1.00 per share, of the Company authorized to be
issued pursuant to the Certificate of Incorporation, a series of preferred
stock, designated as the "Series F Convertible Preferred Stock" (the "SERIES F
PREFERRED STOCK"), and the number of shares of such series shall be 1,900,000.
Such number of shares may be decreased by resolution of the Board of Directors;
provided, however, that no such decrease shall reduce the number of authorized
shares of the Series F Preferred Stock to a number less than the number of
shares of the Series F Preferred Stock then issued and outstanding plus the
number of shares of the Series F Preferred Stock issuable in payment of
dividends on the Series F Preferred Stock.

     2. DEFINITIONS. As used herein, in addition to those terms otherwise
defined herein, the following terms shall have the following meanings:

          (a) "AFFILIATE" shall mean, as applied to any Person, any other Person
     directly or indirectly controlling, controlled by, or under direct or
     indirect common control with, such Person. For purposes of this definition,
     "control" (including, with correlative meanings, the terms "controlling,"
     "controlled by" and "under common control with"), as applied to any Person,
     means the possession, directly or indirectly, of the power to direct or
     cause the direction of the management and policies of such Person, whether
     through the ownership of voting securities, by contract or otherwise.

          (b) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
     Company or, with respect to any action to be taken by the Board of
     Directors, any committee of the Board of Directors duly authorized to take
     such action.

          (c) "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
     other day on which commercial banks in The City of New York are authorized
     or required by law or executive order to close.

          (d) "CHANGE OF CONTROL" shall mean any of the following events:

               (i)  the sale, lease, transfer, conveyance or other disposition
                    (other than by way of merger or consolidation), in one or a
                    series of related transactions, of all or substantially all
                    of the Company's assets (determined on a consolidated basis)
                    to any Person or group (as such term is used in Section
                    13(d)(3) of the Exchange Act) other than to a wholly owned
                    Subsidiary of the Company or the Permitted Stockholders;

               (ii) the adoption of a plan the consummation of which would
                    result in the liquidation or dissolution of the Company;

               (iii) any Person or group (as such term is used in Section
                    13(d)(3) or Section 14(d)(2) of the Exchange Act), becomes
                    the ultimate beneficial owner (as defined in Rule 13d-3
                    under the Exchange Act) of more than 35% of the aggregate
                    voting power of the Voting Stock of the Company, on a fully
                    diluted basis, and such ownership represents a greater
                    percentage of the total voting power of the Voting Stock of
                    the Company, on a fully diluted basis, than is held by the
                    Permitted Stockholders on such date; or

               (iv) individuals who, on the Issue Date, constitute the Board of
                    Directors of the Company (together with any new directors
                    whose election by such Board of Directors or whose
                    nomination for election by the stockholders of the Company
                    was approved by a vote of at least a majority of the members
                    of the Board of Directors of the Company then still in
                    office who were either members of the Board of Directors on
                    the Issue Date or whose election or nomination for election
                    was previously so approved) cease for any reason to
                    constitute a majority of the Board of Directors of the
                    Company then in office.

          (e) "CLASS A COMMON STOCK" shall mean the Class A Common Stock, par
     value $.001 per share, of the Company, or any other class of stock
     resulting from successive changes or reclassifications of such Class A
     Common Stock consisting solely of changes in par value, or from par value
     to no par value, or as a result of a subdivision, combination, or merger,
     consolidation or similar transaction in which the Company is a constituent
     corporation.

          (f) "CONVERSION PRICE" shall mean, initially, $8.75 per share of Class
     A Common Stock, subject to adjustment from time to time as set forth in
     Section 9.

          (g) "CONVERSION RATIO" shall mean the number of shares of Class A
     Common Stock into which each share of the Series F Preferred Stock may be
     converted at any time pursuant to and in accordance with the conversion
     provision of this Certificate of Designation, and shall equal the
     Liquidation Preference divided by the Conversion Price applicable upon such
     conversion, rounding up or down to the nearest whole number of shares of
     Class A Common Stock.

          (h) "DIVIDEND PAYMENT DATE" shall mean April 15 and October 15 of each
     year, commencing on the first Dividend Payment Date following the Issue
     Date, or, if any such day is not a Business Day, the next succeeding
     Business Day.

          (i) "DIVIDEND RATE" shall mean the Cash Dividend Rate or the PIK
     Dividend Rate, as applicable.

          (j) "DTC" shall mean The Depository Trust Company, a New York
     corporation.

          (k) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations promulgated thereunder.

          (l) "HOLDER" shall mean a holder of record of an outstanding share or
     shares of the Series F Preferred Stock.

          (m) "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976, as amended, and the rules and regulations promulgated
     thereunder.

          (n) "ISSUE DATE" shall mean August 18, 2003, the original date of
     issuance of shares of the Series F Preferred Stock.

          (o) "JUNIOR STOCK" shall mean the Class A Common Stock, each other
     class of the Company's common stock, the Company's Class E Preferred Stock
     and each class of capital stock or series of preferred stock of the Company
     established by the Board of Directors after the Issue Date, the terms of
     which do not expressly provide that such class or series ranks senior to or
     on parity with the Series F Preferred Stock as to dividend rights or rights
     upon the liquidation, winding-up or dissolution of the Company.

          (p) "LIQUIDATION PARITY STOCK" shall mean Parity Stock the terms of
     which expressly provide that it will rank on parity with the Series F
     Preferred Stock as to rights upon the liquidation, winding-up or
     dissolution of the Company.

          (q) "LIQUIDATION PREFERENCE" shall mean, with respect to each share of
     the Series F Preferred Stock, $178.571, subject to equitable adjustment
     from time to time pursuant to Section 17(d).

          (r) "MARKET VALUE" shall mean the average closing price of a share of
     the Class A Common Stock for a five consecutive Trading Day period on the
     NASDAQ (or such other national securities exchange or automated quotation
     system on which the Class A Common Stock is then listed or authorized for
     quotation or, if the Class A Common Stock is not so listed or authorized
     for quotation, an amount determined in good faith by the Board of Directors
     to be the fair value of the Class A Common Stock).

          (s) "NASDAQ" shall mean the NASDAQ Stock Market.

          (t) "OFFICER" shall mean the Chairman of the Board of Directors, the
     President, any Vice President, the Treasurer, the Secretary or any
     Assistant Secretary of the Company.

          (u) "OFFICERS' CERTIFICATE" shall mean a certificate signed by two
     duly authorized Officers.

          (v) "OPINION OF COUNSEL" shall mean a written opinion from legal
     counsel acceptable to the Transfer Agent. The counsel may be an employee of
     or counsel to the Company or the Transfer Agent.

          (w) "PARITY STOCK" shall mean the Company's 12.25% Senior Exchangeable
     Preferred Stock, the 13% Senior Exchangeable Preferred Stock, and each
     class of capital stock or series of preferred stock established by the
     Board of Directors after the Issue Date, the terms of which expressly
     provide that such class or series will rank on parity with the Series F
     Preferred Stock as to dividend rights or rights upon the liquidation,
     winding-up or dissolution of the Company.

          (x) "PERMITTED STOCKHOLDERS" shall mean Everett R. Dobson and any of
     his Affiliates.

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

          (z) "RECORD DATE" shall mean, with respect to a Dividend Payment Date,
     the 15th calendar day prior thereto, or such other date designated by the
     Board of Directors with respect to a Dividend Period, which other date may
     be not less than 10 nor more than 60 days prior to such Dividend Payment
     Date.

          (aa) "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
     Agreement dated August 18, 2003 between the Company and the holders of the
     Class A Common Stock and the Series F Preferred Stock set forth on the
     signature pages thereto.

          (bb) "SEC" shall mean the Securities and Exchange Commission.

          (cc) "SECURITIES ACT" shall mean the Securities Act of 1933, as
     amended, and the rules and regulations promulgated thereunder.

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

          (ee) "SHELF REGISTRATION STATEMENT" shall mean a shelf registration
     statement filed with the SEC to cover resales of Transfer Restricted
     Securities by holders thereof, as required by the Registration Rights
     Agreement.

          (ff) "SUBSIDIARY" shall mean, with respect to any specified Person:

               (i)  any corporation, association or other business entity of
                    which more than 50% of the total voting power of shares of
                    Voting Stock of which is at the time owned or controlled,
                    directly or indirectly, by that Person or one or more of the
                    other Subsidiaries of that Person (or a combination
                    thereof); and

               (ii) any partnership (a) the sole general partner or the managing
                    general partner of which is such Person or a Subsidiary of
                    such Person or (b) the only general partners of which are
                    that Person or one or more Subsidiaries of that Person (or
                    any combination thereof).

          (gg) "TRADING DAY" shall mean any day on which the Class A Common
     Stock is traded for any period on the NASDAQ (or such other national
     securities exchange or automated quotation system on which the Class A
     Common Stock is then listed or authorized for quotation).

          (hh) "TRANSFER AGENT" shall mean UMB Bank, N.A., the Company's duly
     appointed transfer agent, registrar, redemption, conversion and dividend
     disbursing agent for the Series F Preferred Stock and transfer agent and
     registrar for any Class A Common Stock issued upon conversion of shares of
     the Series F Preferred Stock, or any successor duly appointed by the
     Company.

          (ii) "TRANSFER RESTRICTED SECURITIES" shall mean each share of Class A
     Common Stock and Series F Preferred Stock to which the Registration Rights
     Agreement relates.

          (jj) "VOTING STOCK" shall mean, with respect to any Person, securities
     of any class or classes of Capital Stock of such Person entitling the
     holders thereof (whether at all times or only so long as no senior class of
     stock has voting power by reason of contingency) to vote in the election of
     members of the Board of Directors or other governing body of such Person.
     For purposes of this definition, "CAPITAL STOCK" shall mean, with respect
     to any Person, any and all shares, interests, participations or other
     equivalents (however designated, whether voting or non-voting) in equity of
     such Person, whether now outstanding or issued after the Issue Date and any
     and all warrants, options and rights with respect thereto (whether or not
     currently exercisable), including each class of common stock and preferred
     stock of such Person.

     3. RANKING. The Series F Preferred Stock will, with respect to dividend
rights and rights upon the liquidation, winding-up or dissolution of the
Company, rank (a) senior to all Junior Stock, (b) on parity with all Parity
Stock and (c) junior to all Senior Stock.

     4. LIQUIDATION RIGHTS.

          (a) In the event of any liquidation, winding-up or dissolution of the
     Company, whether voluntary or involuntary, each Holder shall, subject to
     the prior rights of any holders of Senior Stock, be entitled to receive and
     to be paid out of the assets of the Company available for distribution to
     its stockholders the Liquidation Preference, plus all accumulated and
     unpaid dividends thereon (whether or not earned or declared) calculated on
     the basis of a rate per annum equal to 7.0% of the Liquidation Preference
     to the date fixed for such liquidation, winding-up or dissolution,
     including an amount equal to a prorated dividend for the period from the
     last Dividend Payment Date to the date fixed for such liquidation,
     winding-up or dissolution, for each outstanding share of the Series F
     Preferred Stock held by such Holder, in preference to the holders of, and
     before any payment or distribution is made on (or any setting apart for any
     payment or distribution), any Junior Stock, including, without limitation,
     on any Class A Common Stock or any other class of common stock of the
     Company. After the payment to the Holders of the Liquidation Preference and
     all accumulated and unpaid dividends to which they are entitled for each
     outstanding share of the Series F Preferred Stock, the Holders shall not be
     entitled to convert any share of the Series F Preferred Stock into Class A
     Common Stock and shall not be entitled to any further participation in
     distributions of, and shall have no right or claim to, any of the remaining
     assets of the Company in respect of the shares of the Series F Preferred
     Stock.

          (b) Neither the sale, conveyance, exchange or transfer (for cash,
     shares of stock, other securities or other consideration) of all or
     substantially all the assets or business of the Company (other than in
     connection with the voluntary or involuntary liquidation, winding-up or
     dissolution of the Company) nor the merger or consolidation of the Company
     into or with any other Person shall be deemed to be a liquidation,
     winding-up or dissolution, voluntary or involuntary, for the purposes of
     this Section 4.

          (c) In the event the assets of the Company legally available for
     distribution to the Holders upon any liquidation, winding-up or dissolution
     of the Company, whether voluntary or involuntary, shall be insufficient to
     pay in full all amounts to which such Holders are entitled pursuant to
     Section 4(a), no such distribution shall be made on account of any shares
     of Liquidation Parity Stock upon such liquidation, winding-up or
     dissolution unless proportionate distributable amounts shall be paid with
     equal priority on account of the Series F Preferred Stock, ratably, in
     proportion to the full distributable amounts for which Holders and holders
     of any Liquidation Parity Stock are entitled upon such liquidation,
     winding-up or dissolution.

     5. VOTING; AMENDMENTS.

          (a) The shares of the Series F Preferred Stock shall have no voting
     rights except as set forth in Section 5(b) and 5(c) or as otherwise
     required by Oklahoma law from time to time. In exercising the voting rights
     set forth in Section 5(b) and 5(c), each Holder shall be entitled to one
     vote for each share of the Series F Preferred Stock held by such Holder.

          (b) So long as any shares of the Series F Preferred Stock remain
     outstanding, unless a greater percentage shall then be required by law, the
     Company shall not, without the affirmative vote or written consent of the
     Holders (voting or consenting separately as one class) of at least a
     majority of the outstanding shares of the Series F Preferred Stock,
     authorize, increase the authorized amount of, reclassify any authorized
     capital stock of the Company into, or issue, any shares of any class or
     series of Senior Stock (or any security convertible into or exchangeable or
     exercisable for Senior Stock), or adopt amendments to the Certificate of
     Incorporation, including this Certificate of Designation, or the by-laws of
     the Company, that would alter or change the powers, preferences of special
     rights of the Series F Preferred Stock so as to affect the Holders thereof
     adversely. Notwithstanding the foregoing, except as otherwise required by
     law, the Company may, without the consent of any Holder, authorize,
     increase the authorized amount of, or issue shares of Parity Stock or
     Junior Stock, and in taking such actions the Company shall not be deemed to
     have altered or changed the powers, preferences or special rights of the
     Series F Preferred Stock so as to affect the Holders thereof adversely. In
     addition, the Company may, without the consent of any Holder, enter into a
     Transaction, as described in Section 9(i), in which the outstanding shares
     of the Series F Preferred Stock become convertible into securities other
     than the Class A Common Stock, cash or other property, or consolidate with
     or merge into any other Person or convey, transfer or lease all or
     substantially all its assets to any Person or permit any Person to
     consolidate with or merge into, or transfer or lease all or substantially
     all its properties to, the Company, in accordance with Section 13.

          (c) So long as any shares of the Series F Preferred Stock remain
     outstanding:

               (i)  If, for two or more Dividend Periods (whether or not
                    consecutive), the Company fails to pay in cash, shares of
                    Series F Preferred Stock or a combination of cash and shares
                    of Series F Preferred Stock, the full dividend amount
                    payable to the Holders with respect to such Dividend Periods
                    pursuant to Section 6, or if the Company fails to make a
                    Change of Control Offer or purchase any shares of Series F
                    Preferred Stock pursuant to a Change of Control Offer, as
                    provided in Section 12(a), then the Holders, voting
                    separately as one class, will be entitled at the next
                    regular or special meeting of stockholders of the Company to
                    elect two additional directors of the Company. Effective
                    immediately prior to the election of such additional
                    directors, the number of directors that compose the Board of
                    Directors shall be increased by two directors.

               (ii) The Holders may exercise the voting rights set forth in
                    Section 5(c)(i) at any special meeting of the Holders held
                    for such purpose, which may be called in accordance with the
                    Company's by-laws or as hereinafter provided, or at any
                    annual meeting of stockholders held for the purpose of
                    electing directors, and thereafter at each such annual
                    meeting until such time as (a) all dividends in arrears on
                    the shares of Series F Preferred Stock shall have been paid
                    in full, or the Company makes a Change of Control Offer or
                    purchases all shares of Series F Preferred Stock validly
                    tendered and not withdrawn pursuant to a Change of Control
                    Offer, as the case may be, (b) no shares of the Series F
                    Preferred Stock are outstanding, (c) the outstanding shares
                    of the Series F Preferred Stock have been mandatorily
                    redeemed, or (d) the liquidation, winding-up or dissolution
                    of the Company, whichever is earliest, at which time such
                    voting rights and the term of any director elected pursuant
                    to this Section 5(c) shall automatically terminate.

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

               (iv) At any meeting held for the purpose of electing directors at
                    which the Holders voting separately as one class shall have
                    the right to elect additional directors as provided in this
                    Section 5(c), the presence in person or by proxy of the
                    Holders of more than fifty percent (50%) of the then
                    outstanding shares of the Series F Preferred Stock shall be
                    required and shall be sufficient to constitute a quorum of
                    such class for the election of such additional directors by
                    such class. The two director candidates that receive the
                    highest number of affirmative votes of the outstanding
                    shares of the Series F Preferred Stock will be elected.

               (v)  Any director elected pursuant to the voting rights set forth
                    in this Section 5(c) shall hold office until the next annual
                    meeting of stockholders (or his or her earlier death,
                    resignation or removal), unless such term has previously
                    automatically terminated pursuant to Section 5(c)(ii)) and
                    any vacancy in respect of any such director shall be filled
                    only by the Holders at a special meeting called in
                    accordance with the procedures set forth in this Section
                    5(c), or, if no such special meeting is called, at the next
                    annual meeting of stockholders. The Holders shall be
                    entitled to remove any director elected pursuant to this
                    Section 5(c) without cause at any time and replace such
                    director as provided in this Section 5(c).

     6. DIVIDENDS.

          (a) Each Holder will be entitled to receive, when, as and if declared
     by the Board of Directors, out of assets of the Company legally available
     therefor, cumulative dividends on each share of the Series F Preferred
     Stock, which may be paid in cash or in additional shares of Series F
     Preferred Stock, at the Company's option, as follows:

               (i)  if the Company elects to pay dividends in cash on a Dividend
                    Payment Date, dividends will be paid at a rate per annum
                    equal to 6.0% of the Liquidation Preference, (equivalent to
                    $10.714 per share annually or $5.35713 semi-annually),
                    payable semi-annually in arrears (the "CASH DIVIDEND RATE");
                    or

               (ii) if the Company elects to pay dividends in additional shares
                    of Series F Preferred Stock on a Dividend Payment Date,
                    dividends will be paid at a rate per annum equal to 7.0% of
                    the Liquidation Preference (equivalent to $12.500 per share
                    annually or $6.25 semi-annually), payable semi-annually in
                    arrears (the "PIK DIVIDEND RATE").

          The Dividend Rate may be increased in the circumstances described in
     Section 6(b) below. Dividends payable for each full dividend period will be
     computed by dividing the applicable Dividend Rate by two and shall be
     payable in arrears on each Dividend Payment Date for the semi-annual period
     ending immediately prior to such Dividend Payment Date or, in the case of
     the dividend payable on October 15, 2003, from the Issue Date (each such
     period, a "DIVIDEND PERIOD"), to the Holders of record of Series F
     Preferred Stock at the close of business on the Record Date immediately
     preceding such Dividend Payment Date. Such dividends shall be cumulative
     from the most recent date with respect to which dividends shall have been
     paid or, if no dividends have been paid, from the Issue Date (whether or
     not in any Dividend Period or Dividend Periods there shall be funds of the
     Company legally available for the payment of such dividends) and shall
     accrue on a day-to-day basis, whether or not earned or declared, from and
     after the Issue Date. Dividends payable on the Series F Preferred Stock
     with respect to any period other than a full Dividend Period shall be
     computed on the basis of a 360-day year consisting of twelve 30-day months.
     If a Dividend Payment Date is not a Business Day, payment of dividends
     shall be made on the next succeeding Business Day.

          (b) If (i) the Shelf Registration Statement has not been filed with
     the SEC on or prior to twenty (20) days after the Issue Date, (ii) the
     Shelf Registration Statement has not been declared effective by the SEC on
     or prior to one hundred and twenty (120) days after the Issue Date or (iii)
     after the Shelf Registration Statement has been declared effective, (A) the
     Shelf Registration Statement thereafter ceases to be effective or (B) the
     Shelf Registration Statement or the related prospectus ceases to be usable
     (in each case, subject to the exceptions described below) in connection
     with resale of Transfer Restricted Securities during the period that any
     Transfer Restricted Securities remain outstanding (each such event referred
     to in clauses (i), (ii) and (iii), a "REGISTRATION DEFAULT"), additional
     dividends shall accrue on the Series F Preferred Stock at the rate per
     annum of .50% of the Liquidation Preference (resulting in a Cash Dividend
     Rate per annum of 6.50% of the Liquidation Preference and a PIK Dividend
     Rate per annum of 7.50% of the Liquidation Preference during the
     continuance of a Registration Default), from and including the date on
     which any such Registration Default shall occur to but excluding the date
     on which all Registration Defaults have been cured. At all other times,
     dividends shall accumulate on the Series F Preferred Stock at the
     applicable Dividend Rate as described in Section 6(a).

          A Registration Default referred to in clause (iii) of Section 6(b)
     shall be deemed not to have occurred and be continuing in relation to the
     Shelf Registration Statement or the related prospectus if such Registration
     Default has occurred solely as a result of the filing of a post-effective
     amendment to the Shelf Registration Statement to incorporate annual audited
     financial information with respect to the Company where such post-effective
     amendment is not yet effective and needs to be declared effective to permit
     Holders to use the related prospectus; provided, however, that in any case
     if such Registration Default referred to in clause (iii) of Section 6(b)
     occurs for a continuous period in excess of 30 days, additional dividends
     as described in Section 6(b) shall be payable in accordance therewith from
     the day such Registration Default occurs until such Registration Default is
     cured.

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

          (d) In the event that the Board of Directors declares a dividend with
     respect to a Dividend Period in an amount less than the full amount payable
     to the Holders with respect to such Dividend Period pursuant to Section 6
     (such lesser amount, a "PARTIAL DIVIDEND"), such Partial Dividend shall be
     distributed to the Holders on a pro rata basis with respect to the
     outstanding shares of the Series F Preferred Stock.

          (e) Any dividend on the Series F Preferred Stock shall be, at the
     option of the Company, payable in cash, in shares of Series F Preferred
     Stock or in a combination of cash and shares of Series F Preferred Stock.
     If the Company elects to pay any portion of a dividend in shares of Series
     F Preferred Stock:

               (i)  The Company shall furnish written notice of such election by
                    issuing a press release for publication on the PR Newswire
                    or an equivalent newswire service, if required by and in
                    accordance with the federal securities laws or the rules of
                    any stock exchange or automated quotation system on which
                    the Series F Preferred Stock or the Class A Common Stock is
                    then listed or traded, and in any case by first class mail
                    to each Holder or by publication (with subsequent prompt
                    notice by first class mail to each Holder), at least ten
                    days in advance of the Record Date for the relevant Dividend
                    Payment Date.

               (ii) The number of shares of Series F Preferred Stock to be
                    issued as a dividend on the applicable Dividend Payment Date
                    per share of the Series F Preferred Stock will be that
                    number of shares of Series F Preferred Stock that has an
                    aggregate Liquidation Preference equal to the amount of such
                    dividend.

               (iii) No fractional shares of Series F Preferred Stock shall be
                    issued in payment of any dividend on the Series F Preferred
                    Stock. The Transfer Agent is hereby authorized to aggregate
                    any fractional shares of Series F Preferred Stock that would
                    otherwise be distributable as a dividend, to sell them at
                    the best available price and to distribute the proceeds to
                    the Holders in proportion to their respective interests. The
                    Company shall reimburse the Transfer Agent for any expenses
                    incurred with respect to such sale, including brokerage
                    commissions. If the sale by the Transfer Agent of such
                    aggregated fractional shares of Series F Preferred Stock
                    would be restricted, the Company shall agree with the
                    Transfer Agent on other appropriate arrangements for the
                    cash realization of such fractional shares of Series F
                    Preferred Stock. If the Company is precluded from paying
                    cash in lieu of fractional shares to the Holders on the
                    Dividend Payment Date, the Company shall, when it becomes
                    legally and contractually able to, pay to the Holders such
                    cash in lieu of fractional shares.

          (f) The Company will not declare, pay or set apart any sum for the
     payment of any dividend or other distribution in respect of any Parity
     Stock or Junior Stock, and will not (and will not permit any of its
     Subsidiaries to) redeem, purchase or otherwise acquire for any
     consideration any Parity Stock or Junior Stock (or money paid to or made
     available for any sinking fund for the redemption of any Parity Stock or
     Junior Stock), unless the Board of Directors has declared and paid, or
     declared and set apart a sum sufficient for the payment of, a dividend in
     the full amount payable to the Holders pursuant to Section 6 with respect
     to all previously ended Dividend Periods and the Dividend Period in which
     such payment of a dividend or other distribution in respect of, or
     redemption, purchase or acquisition of, any Parity Stock or Junior Stock
     would occur. Notwithstanding anything in this Certificate of Designation to
     the contrary, the Company may:

               (i)  declare and pay dividends on Parity Stock which are payable
                    solely in shares of Parity Stock or Junior Stock;

               (ii) declare and pay dividends on Junior Stock which are payable
                    solely in shares of Junior Stock;

               (iii) declare and pay dividends on Parity Stock or Junior Stock
                    by increasing the liquidation value of the Parity Stock or
                    Junior Stock, as applicable;

               (iv) repurchase, redeem or otherwise acquire Junior Stock in
                    exchange for Junior Stock; or

               (v)  repurchase, redeem or otherwise acquire Parity Stock in
                    exchange for Parity Stock or Junior Stock.

          (g) If the Board of Directors declares a dividend with respect to a
     Dividend Period, the Holders at the close of business on the applicable
     Record Date will be entitled to receive the dividend payment on shares of
     the Series F Preferred Stock on the corresponding Dividend Payment Date
     notwithstanding the conversion thereof subsequent to such Record Date.
     However, if the dividend payable on such Dividend Payment Date is payable
     in cash, shares of the Series F Preferred Stock surrendered for conversion
     during the period between the close of business on the corresponding Record
     Date and the close of business on the Business Day immediately preceding
     such Dividend Payment Date must be accompanied by payment of an amount in
     cash equal to the cash dividend amount payable on that Dividend Payment
     Date on the shares of the Series F Preferred Stock surrendered for
     conversion. A Holder on a Record Date who (or whose transferee) tenders any
     shares for conversion on the corresponding Dividend Payment Date will
     receive any dividend payable by the Company on such tendered shares of the
     Series F Preferred Stock on that date, and the converting Holder need not
     include payment in the amount of such dividend upon surrender of shares of
     the Series F Preferred Stock for conversion.

          (h) Dividends on account of arrears for any past Dividend Period and
     dividends in connection with any optional redemption may be declared and
     paid at any time, without reference to any regular Dividend Payment Date,
     to Holders of record on the Business Day immediately prior to the payment
     thereof, as may be fixed by the Board of Directors.

          (i) The difference between (x) the full dividend amount payable per
     share of the Series F Preferred Stock to the Holders with respect to any
     Dividend Period pursuant to Section 6 and (y) any lesser (or zero) actual
     dividend amount paid per share of the Series F Preferred Stock with respect
     to such Dividend Period, resulting from the failure of the Board of
     Directors to declare any dividend with respect to such Dividend Period, the
     declaration by the Board of Directors of a Partial Dividend with respect to
     such Dividend Period, or the failure of the Company to pay on the
     applicable Dividend Payment Date the dividend or Partial Dividend declared
     by the Board of Directors for such Dividend Period, is referred to as the
     "DIVIDEND DEFICIENCY." In the event that a Dividend Deficiency shall occur
     with respect to any Dividend Period, the amount of the Dividend Deficiency
     will accumulate and bear interest at a rate per annum equal to 7.0% of the
     Liquidation Preference, compounding semi-annually, until declared and paid
     in full.

          (j) The Company shall take all actions required or permitted under the
     General Corporation Act of the State of Oklahoma to permit the payment of
     dividends on the Series F Preferred Stock.

          (k) In the event that the Company consolidates with or merges into any
     other Person or conveys, transfers or leases all or substantially all its
     assets to any Person, or permits any Person to consolidate with or merges
     into, or transfer or lease all or substantially all its properties to, the
     Company, and the surviving company, successor, transferee or lessee is not
     organized under the laws of the United States or any political subdivision
     thereof, and the laws of the jurisdiction in which the successor,
     transferee or lessee is organized would impose a withholding tax on any
     dividend payment hereunder, the Company shall:

               (i)  furnish written notice to the Holders, by issuing a press
                    release for publication on the PR Newswire or an equivalent
                    newswire service, if required by and in accordance with the
                    federal securities laws or the rules of any stock exchange
                    on which the Series F Preferred Stock or the Class A Common
                    Stock is then listed or traded, and in any case by
                    distribution of such notice to each Holder by first class
                    mail or by publication (with subsequent prompt distribution
                    of such notice by first class mail to each Holder) at least
                    ten days in advance of the Record Date for the first
                    Dividend Payment Date on which any dividend payable
                    hereunder would be subject to such withholding tax, whether
                    or not any dividend is paid on such Dividend Payment Date,
                    which notice shall state that withholding taxes may be
                    imposed with respect to dividends payable on the Series F
                    Preferred Stock and that the Company will, as described in
                    Section 6(i)(ii) below, increase the dividend amounts
                    payable on the Series F Preferred Stock with respect to all
                    Dividend Periods for which such withholding taxes apply;

               (ii) with respect to the dividend payable on each Dividend
                    Payment Date for which any such withholding tax may be
                    imposed, increase the dividend amount payable to the Holders
                    such that the net dividend amount payable to the Holders on
                    such Dividend Payment Date after giving effect to any such
                    withholding tax shall be equivalent to the dividend that the
                    Holders would have received on such Dividend Payment Date
                    absent such withholding tax; and

               (iii) with respect to each dividend for which any such
                    withholding tax may be imposed, deliver to the Transfer
                    Agent promptly after the declaration of such dividend an
                    Officers' Certificate describing in detail the dividend
                    amount that would have been payable on the relevant Dividend
                    Payment Date before the increase for withholding taxes
                    pursuant to Section 6(i)(ii) and the amount by which such
                    dividend amount was increased to produce a net dividend
                    amount equal to the dividend amount that the Holders would
                    have received on the relevant Dividend Payment Date absent
                    such withholding tax.

     7. CONVERSION.

          (a) Each Holder shall have the right, at its option, exercisable at
     any time and from time to time from the Issue Date, to convert, subject to
     the terms and provisions of this Section 7, Section 10, Section 11 and
     Section 12, any or all of such Holder's shares of the Series F Preferred
     Stock into such whole number of fully paid and nonassessable shares of
     Class A Common Stock per share of the Series F Preferred Stock as is equal
     to the Conversion Ratio in effect on the date of conversion, plus cash in
     lieu of any fractional share of Class A Common Stock as provided in Section
     8.

          (b) The conversion right of a Holder shall be exercised by the Holder
     by the delivery to the Company at any time during usual business hours at
     the Company's principal place of business or the offices of the Transfer
     Agent of a written notice to the Company in the form of EXHIBIT B that the
     Holder elects to convert the number of its shares of the Series F Preferred
     Stock specified in such notice. The conversion of shares of the Series F
     Preferred Stock not represented by physical certificates will be effected
     through the facilities of the Depositary as described in Section 16. If the
     shares of the Series F Preferred Stock that the Holder wishes to convert
     are represented by one or more physical certificates, the Holder shall be
     required to surrender such physical certificate or certificates to the
     Company or the Transfer Agent (properly endorsed or assigned for transfer,
     if the Company shall so require). The shares of Class A Common Stock due to
     such Holder surrendering physical certificates shall be delivered to the
     Holder and each surrendered physical certificate shall be canceled and
     retired. Immediately prior to the close of business on the date of receipt
     by the Company or its duly appointed Transfer Agent of notice of conversion
     of shares of the Series F Preferred Stock, each converting Holder shall be
     deemed to be the holder of record of Class A Common Stock issuable upon
     conversion of such Holder's shares of the Series F Preferred Stock
     notwithstanding that the share register of the Company shall then be closed
     or that, if applicable, physical certificates representing such Class A
     Common Stock shall not then be actually delivered to such Holder. On the
     date of any conversion, all rights of any Holder with respect to the shares
     of the Series F Preferred Stock so converted, including the rights, if any,
     to receive distributions of the Company's assets (including, but not
     limited to, the Liquidation Preference) or notices from the Company, will
     terminate, except only for the rights of any such Holder to (i) receive
     physical certificates (if applicable) for the number of whole shares of
     Class A Common Stock into which such shares of the Series F Preferred Stock
     have been converted, and (ii) exercise the rights to which he, she or it is
     entitled as a holder of Class A Common Stock into which such shares of the
     Series F Preferred Stock have been converted.

     8. NO FRACTIONAL SHARES UPON CONVERSION. No fractional shares or securities
representing fractional shares of Class A Common Stock shall be issued upon the
conversion of any shares of the Series F Preferred Stock. If more than one share
of the Series F Preferred Stock held by the same Holder shall be subject to
conversion at one time, the number of full shares of Class A Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
Liquidation Preference of all of such shares of the Series F Preferred Stock as
of the conversion date. If the conversion of any share or shares of the Series F
Preferred Stock results in a fraction of a share of Class A Common Stock, such
fraction will be rounded up or down to the nearest whole number and paid as a
full share of Class A Common Stock.

     9. ADJUSTMENTS TO CONVERSION PRICE. Any adjustment to the Conversion Price
shall result in a change in the Conversion Ratio. The Conversion Price shall be
subject to adjustment as follows:

          (a) In case the Company shall at any time or from time to time:

               (i)  pay a dividend (or other distribution) payable in shares of
                    Class A Common Stock on any class of capital stock (which,
                    for purposes of this Section 9 shall include, without
                    limitation, any dividends or distributions in the form of
                    options, warrants or other rights to acquire capital stock)
                    of the Company;

               (ii) subdivide the outstanding shares of Class A Common Stock
                    into a larger number of shares;

               (iii) combine the outstanding shares of Class A Common Stock into
                    a smaller number of shares;

               (iv) issue any shares of its capital stock in a stock split on or
                    reclassification of the Class A Common Stock; or

               (v)  pay a dividend or make a distribution to all holders of
                    shares of Class A Common Stock (other than a dividend
                    subject to Section 9(b)(i)) pursuant to a stockholder rights
                    plan, "poison pill" or similar arrangement,

     then, and in each such case, the Conversion Price in effect immediately
     prior to such event shall be adjusted (and any other appropriate actions
     shall be taken by the Company) so that the Holder of shares of the Series F
     Preferred Stock thereafter surrendered for conversion shall be entitled to
     receive the number of shares of Class A Common Stock that such Holder would
     have owned or would have been entitled to receive upon or by reason of any
     of the events described above, had such share of the Series F Preferred
     Stock been converted into shares of Class A Common Stock immediately prior
     to the occurrence of such event. An adjustment made pursuant to this
     Section 9(a) shall become effective retroactively (x) in the case of any
     such dividend or distribution, to the day immediately following the close
     of business on the record date for the determination of holders of such
     Class A Common Stock entitled to receive such dividend or distribution or
     (y) in the case of any such subdivision, combination, stock split or
     reclassification, to the close of business on the day upon which such
     corporate action becomes effective.

          (b) In case the Company shall at any time or from time to time (i)
     issue, to all holders of Class A Common Stock, shares of Class A Common
     Stock or rights, options or warrants entitling the holders thereof to
     subscribe for or purchase shares of Class A Common Stock, or securities
     convertible into or exchangeable for shares of Class A Common Stock at a
     price per share less than the Market Value for the period ending on the
     date of issuance or (ii) issue to any Person shares of Class A Common Stock
     or rights, options or warrants entitling such Person to subscribe for or
     purchase shares of Class A Common Stock or securities convertible into or
     exchangeable for shares of Class A Common Stock (I) at a price per share
     less than 95% of the Market Value, if such Person is not an Affiliate of
     the Company, or (II) at a price per share less than the Market Value, if
     such Person is an Affiliate of the Company, in each case, for the period
     ending on the date of issuance (treating, in each case under clauses (i),
     (ii)(I) and (ii)(II), the price per share of any security convertible into,
     or exchangeable or exercisable for, Class A Common Stock as equal to (x)
     the sum of the price paid to acquire such security convertible into, or
     exchangeable or exercisable for, Class A Common Stock plus any additional
     consideration payable (without regard to any anti-dilution adjustments)
     upon the conversion, exchange or exercise of such security into Class A
     Common Stock divided by (y) the number of shares of Class A Common Stock
     into which such convertible, exchangeable or exercisable security is
     initially convertible, exchangeable or exercisable), other than (A)
     issuances of such shares or such rights, options or warrants if the Holder
     would be entitled to receive such shares or such rights, options or
     warrants upon conversion at any time of shares of the Series F Preferred
     Stock into Class A Common Stock, (B) issuances that are subject to certain
     triggering events (until such time as such triggering events occur) and (C)
     in the case of clause (ii) above, issuances pursuant to any option grant or
     any exercise thereof under any employee benefit plan or stock option plan
     of the Company that is in existence as of the Issue Date or that are
     approved by the Board of Directors at any time subsequent thereto, then,
     and in each such case, the Conversion Price then in effect shall be
     adjusted by dividing the Conversion Price in effect on the day immediately
     prior to the record date of such issuance by a fraction (x) the numerator
     of which shall be the sum of the number of shares of Class A Common Stock
     outstanding on such record date plus the number of additional shares of
     Class A Common Stock issued or to be issued in such issuance or upon or as
     a result of the issuance of such rights, options or warrants (or the
     maximum number into or for which such convertible or exchangeable
     securities initially may convert or exchange or for which such options,
     warrants or other rights initially may be exercised) and (y) the
     denominator of which shall be the sum of the number of shares of Class A
     Common Stock outstanding on such record date plus the number of shares of
     Class A Common Stock which the aggregate consideration for the total number
     of such additional shares of Class A Common Stock so issued (or into or for
     which such convertible or exchangeable securities may convert or exchange
     or for which such options, warrants or other rights may be exercised plus
     the aggregate amount of any additional consideration initially payable upon
     the conversion, exchange or exercise of such security) would purchase at
     95% of the Market Value or the Market Value, as the case may be, for the
     period ending on the date of conversion; provided, however, that if the
     Company distributes rights, options or warrants (other than those referred
     to above in this Section 9(b)) pro rata to the holders of Class A Common
     Stock, the Conversion Price shall not be subject to adjustment on account
     of any declaration, distribution or exercise of such rights, options or
     warrants so long as (x) such rights, options or warrants have not expired
     or been redeemed by the Company, and (y) the Holder of any shares of the
     Series F Preferred Stock surrendered for conversion shall be entitled to
     receive upon such conversion, in addition to the shares of Class A Common
     Stock then issuable upon such conversion (the "CONVERSION SHARES"), a
     number of rights, options or warrants to be determined as follows: (i) if
     such conversion occurs on or prior to the date for the distribution to the
     holders of rights, options or warrants of separate certificates evidencing
     such rights or warrants (the "DISTRIBUTION DATE"), the same number of
     rights, options or warrants to which a holder of a number of shares of
     Class A Common Stock equal to the number of Conversion Shares is entitled
     at the time of such conversion in accordance with the terms and provisions
     applicable to the rights or warrants and (ii) if such conversion occurs
     after the Distribution Date, the same number of rights, options or warrants
     to which a holder of the number of shares of Class A Common Stock into
     which such shares of the Series F Preferred Stock was convertible
     immediately prior to such Distribution Date would have been entitled on
     such Distribution Date had such shares of the Series F Preferred Stock been
     converted immediately prior to such Distribution Date in accordance with
     the terms and provisions applicable to the rights and warrants.

          (c) In case the Company shall at any time or from time to time:

               (i)  make a pro rata distribution to all holders of shares of
                    Class A Common Stock consisting of cash (excluding any cash
                    portion of distributions referred to in Section 9(a)(v)
                    above, or cash distributed upon a merger or consolidation to
                    which Section 9(i) below applies);

               (ii) complete a tender or exchange offer by the Company or any of
                    its Subsidiaries for shares of Class A Common Stock that
                    involves an aggregate consideration per share in excess of
                    the Market Value per share for the period ending on the
                    expiration date of such tender or exchange offer; or

               (iii) make a distribution to all holders of Class A Common Stock
                    consisting of evidences of indebtedness, shares of its
                    capital stock (other than one or more classes of common
                    stock of the Company) or assets or property (including
                    securities, but excluding those dividends, rights, options,
                    warrants and distributions referred to in Sections 9(a) or
                    9(b) above or this Section 9(c)),

     then, and in each such case, the Conversion Price then in effect shall be
     adjusted by dividing the Conversion Price in effect immediately prior to
     the date of such distribution or completion of such tender or exchange
     offer, as the case may be, by a fraction (x) the numerator of which shall
     be the Market Value for the period ending on the record date for the
     determination of stockholders entitled to receive such distribution, or, if
     such adjustment is made upon the completion of a tender or exchange offer,
     on the payment date for such offer, and (y) the denominator of which shall
     be such Market Value less the then fair market value (as determined by the
     Board of Directors of the Company) of the portion of the cash, evidences of
     indebtedness, securities or other assets so distributed or paid in such
     tender or exchange offer, applicable to one share of Class A Common Stock
     (but such denominator shall not be less than one); provided, however, that
     no adjustment shall be made with respect to any distribution of rights to
     purchase securities of the Company if the Holder would otherwise be
     entitled to receive such rights upon conversion at any time of shares of
     the Series F Preferred Stock into shares of Class A Common Stock unless
     such rights are subsequently redeemed by the Company, in which case such
     redemption shall be treated for purposes of this Section 9(b) as a dividend
     on the Class A Common Stock. Such adjustment shall be made whenever any
     such distribution is made or tender or exchange offer is completed, as the
     case may be, and shall become effective retroactively to a date immediately
     following the close of business on the record date for the determination of
     stockholders entitled to receive such distribution.

          (d) The Company will not, by amendment of its Certificate of
     Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities or any
     other action, avoid or seek to avoid the observance or performance of any
     term of this Certificate of Designation, but will at all times in good
     faith assist in carrying out of all such terms and in taking of all such
     action as may be necessary or appropriate in order to protect the rights of
     the Holders against dilution or other impairment. In case the Company at
     any time or from time to time shall take any action affecting one or more
     classes of common stock of the Company (it being understood that the
     issuance or sale of shares of one or more classes of common stock of the
     Company (or securities convertible into or exchangeable for shares of one
     or more classes of common stock of the Company, or any options, warrants or
     other rights to acquire shares of one or more classes of common stock of
     the Company) to any Person at a price per share less than the Conversion
     Price then in effect shall not be deemed such an action), other than an
     action described in any of Sections 9(a), 9(b), 9(c) or 9(i), then the
     Conversion Price shall be adjusted in such manner and at such time as the
     Board of Directors of the Company in good faith determines to be equitable
     in the circumstances (such determination to be evidenced in a resolution, a
     certified copy of which shall be mailed to the Transfer Agent and the
     Holders along with the Officers' Certificate described in Section 9(h)).

          (e) Notwithstanding anything herein to the contrary, no adjustment
     under this Section 9 need be made to the Conversion Price unless such
     adjustment would require an increase or decrease of at least 1% of the
     Conversion Price then in effect. Any lesser adjustment shall be carried
     forward and shall be made at the time of and together with the next
     subsequent adjustment, if any, which, together with any adjustment or
     adjustments so carried forward, shall amount to an increase or decrease of
     at least 1% of such Conversion Price.

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

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

          (h) Upon any increase or decrease in the Conversion Price pursuant to
     this Section 9, the Company shall (i) promptly deliver to the Transfer
     Agent an Officers' Certificate describing in reasonable detail the event
     requiring the increase or decrease in the Conversion Price and the method
     of calculation thereof and specifying the increased or decreased Conversion
     Price and Conversion Ratio in effect following such adjustment, and
     attaching and certifying the resolution of the Board of Directors pursuant
     to Section 9(d) (if applicable) and (ii) furnish, within ten days after the
     increase or decrease in the Conversion Price, written notice of the
     increase or decrease in the Conversion Price by issuing a press release for
     publication on the PR Newswire or an equivalent newswire service, if
     required by and in accordance with the federal securities laws or the rules
     of NASDAQ or any stock exchange or automated quotation system on which the
     Series F Preferred Stock or the Class A Common Stock is then listed or
     traded, and in any case by first class mail to each Holder or by
     publication (with subsequent prompt notice by first class mail to each
     Holder).

          (i) Subject to the provisions of Section 12 and Section 13, in the
     event of any reclassification of outstanding shares of Class A Common Stock
     (other than a change in par value, or from par value to no par value, or
     from no par value to par value), or in the event of any consolidation or
     merger of the Company with or into another Person or any merger of another
     Person with or into the Company (other than a consolidation or merger in
     which the Company is the resulting or surviving Person and which does not
     result in any reclassification or change of outstanding Class A Common
     Stock), or in the event of any sale or other disposition to another Person
     of all or substantially all of the assets of the Company (computed on a
     consolidated basis) (any of the foregoing, a "TRANSACTION"), each share of
     the Series F Preferred Stock then outstanding shall, without the consent of
     any Holder, become convertible at any time, at the option of the Holder
     thereof, only into the kind and amount of securities (of the Company or
     another issuer), cash and other property receivable upon such Transaction
     by a holder of the number of shares of Class A Common Stock into which such
     share of the Series F Preferred Stock could have been converted immediately
     prior to such Transaction, after giving effect to any adjustment event. The
     provisions of this Section 9(i) and any equivalent thereof in any such
     securities similarly shall apply to successive Transactions. Except as
     otherwise provided herein, the provisions of this Section 9(i) shall be the
     sole right of the Holders in connection with any Transaction and such
     Holders shall have no separate vote thereon.

          (j) For purposes of this Section 9, the number of shares of Class A
     Common Stock at any time outstanding shall not include shares held in
     treasury of the Company. The Company shall not pay any dividend or make any
     distribution on Class A Common Stock held in treasury of the Company.

     10. OPTIONAL REDEMPTION.

          (a) Prior to August 18, 2005, the Series F Preferred Stock may not be
     redeemed at the option of the Company. At any time on and after August 18,
     2005, the Series F Preferred Stock may be redeemed, in whole or in part at
     any time at the Company's option, for cash, at the prices per share set
     forth below (expressed as percentages of the Liquidation Preference), plus
     all accumulated and unpaid dividends thereon (including an amount in cash
     equal to a prorated dividend for any partial Dividend Period) to the date
     (which shall be a Business Day) fixed for redemption (the "OPTIONAL
     REDEMPTION DATE"), if redeemed during the 12-month period commencing on
     August 18 of each of the years set forth below:

                  ------------------------------------- ---------------
                  Year                                  Percentage
                                                        ---------------
                                                        ---------------
                  2005...............................   106.00%
                                                        ---------------
                                                        ---------------
                  2006...............................   103.00%
                                                        ---------------
                                                        ---------------
                  2007 and thereafter................   100.00%
                  ------------------------------------- ---------------

          (b) Upon optional redemption pursuant to this Section 10, the Company
     shall pay to the Holders, and the Holders shall be entitled to receive in
     cash, an amount per share of Series F Preferred Stock equal to the
     Liquidation Preference for each such share of Series F Preferred Stock
     multiplied by the appropriate percentage as set forth above, plus all
     accumulated and unpaid dividends (including an amount in cash equal to a
     prorated dividend for any partial Dividend Period) thereon to the Optional
     Redemption Date (the "OPTIONAL REDEMPTION PRICE").

          (c) Unless the Company defaults in the payment of the Optional
     Redemption Price, the right of the Holders pursuant to Section 7 to convert
     shares of the Series F Preferred Stock into Class A Common Stock shall
     terminate at the close of business on the Business Day preceding the
     Optional Redemption Date (subject to any extension necessary to permit the
     expiration of any applicable waiting period under the HSR Act), dividends
     on the Series F Preferred Stock will cease to be payable on and after the
     Optional Redemption Date and all other rights of the Holders will terminate
     on the Optional Redemption Date except for the right to receive the
     Optional Redemption Price, without interest.

          (d) The Company will furnish written notice of the optional redemption
     by issuing a press release for publication on the PR Newswire or an
     equivalent newswire service, if required by and in accordance with the
     federal securities laws or the rules of NASDAQ or any stock exchange or
     automated quotation system on which the Series F Preferred Stock or the
     Class A Common Stock is then listed or traded, and in any case by first
     class mail to each Holder or by publication (with subsequent prompt notice
     by first class mail to each Holder), not less than 45 days and no more than
     60 days in advance of the Optional Redemption Date (the "OPTIONAL
     REDEMPTION NOTICE"). In addition to any information required by applicable
     law or regulation, the press release, if any, and Optional Redemption
     Notice shall state, as appropriate:

               (i)  the Optional Redemption Date and the Optional Redemption
                    Price;

               (ii) the total number of shares of the Series F Preferred Stock
                    to be optionally redeemed;

               (iii) that each outstanding share of the Series F Preferred Stock
                    will be redeemed for cash in an amount equal to the Optional
                    Redemption Price;

               (iv) that dividends on the Series F Preferred Stock to be
                    optionally redeemed will cease to be payable on and after
                    the Optional Redemption Date, unless the Company defaults in
                    the payment in cash of the Optional Redemption Price;

               (v)  that the right of the Holders to voluntarily convert shares
                    of the Series F Preferred Stock into Class A Common Stock
                    will terminate at the close of business on the Business Day
                    preceding the Optional Redemption Date (subject to any
                    extension necessary to permit the expiration of any
                    applicable waiting period under the HSR Act), unless the
                    Company defaults in the payment in cash of the Optional
                    Redemption Price;

               (vi) the Conversion Ratio then in effect; and

               (vii) that if any shares of the Series F Preferred Stock held by
                    any Holder are represented by one or more physical
                    certificates, such Holder must surrender to the Company or
                    the Transfer Agent, in the manner and at the place or places
                    designated, such physical certificate or certificates
                    representing the shares of the Series F Preferred Stock to
                    be redeemed.

          (e) No optional redemption may be authorized or made by the Company
     unless, prior to giving the Optional Redemption Notice, all accumulated and
     unpaid dividends for periods ended prior to the date of such Optional
     Redemption Notice shall have been paid in cash or Series F Preferred Stock.
     In the event of partial redemptions of Series F Preferred Stock, the shares
     of Series F Preferred Stock to be redeemed will be determined pro-rata or
     by lot, as determined by the Company.

          (f) The optional redemption of shares of the Series F Preferred Stock
     not represented by physical certificates will be effected through the
     facilities of the Depositary as described in Section 16. Each Holder of one
     or more physical certificates representing shares of the Series F Preferred
     Stock shall surrender such physical certificate or certificates to the
     Company or the Transfer Agent (properly endorsed or assigned for transfer,
     if the Company shall so require and the Optional Redemption Notice shall so
     state), in the manner and at the place or places designated in the Optional
     Redemption Notice, and the full Optional Redemption Price for such shares
     shall be payable in cash on the Optional Redemption Date to the Holder, and
     each surrendered physical certificate shall be canceled and retired.

          (g) The Company shall comply with any federal and state securities
     laws and regulations, to the extent such laws and regulations are
     applicable, in connection with the optional redemption.

     11. MANDATORY REDEMPTION.

          (a) On but not before August 18, 2016 (the "MANDATORY REDEMPTION
     DATE"), the Company shall be required to redeem, subject to the legal
     availability of funds therefor, all outstanding shares of the Series F
     Preferred Stock at a price per share in cash equal to the Liquidation
     Preference thereof plus all accumulated and unpaid dividends thereon
     through the Mandatory Redemption Date (the "MANDATORY REDEMPTION PRICE").
     The Company shall take all actions required or permitted under the laws of
     the State of Oklahoma to permit such mandatory redemption.

          (b) Upon mandatory redemption pursuant to this Section 11, the Company
     shall pay to the Holders, and the Holders shall be entitled to receive, an
     amount per share of Series F Preferred Stock equal to the Mandatory
     Redemption Price.

          (c) Unless the Company defaults in the payment of the Mandatory
     Redemption Price, the right of the Holders pursuant to Section 7 to convert
     shares of the Series F Preferred Stock into Class A Common Stock shall
     terminate at the close of business on the Business Day preceding the
     Mandatory Redemption Date (subject to any extension necessary to permit the
     expiration of any applicable waiting period under the HSR Act), dividends
     on the Series F Preferred Stock will cease to be payable on and after the
     Mandatory Redemption Date and all other rights of the Holders will
     terminate on the Mandatory Redemption Date except for the right to receive
     the Mandatory Redemption Price, without interest.

          (d) The Company will furnish written notice of the mandatory
     redemption by issuing a press release for publication on the PR Newswire or
     an equivalent newswire service, if required by and in accordance with the
     federal securities laws or the rules of NASDAQ or any stock exchange or
     automated quotation system on which the Series F Preferred Stock or the
     Class A Common Stock is then listed or traded, and in any case by first
     class mail to each Holder or by publication (with subsequent prompt notice
     by first class mail to each Holder), at least 45 but no more than 60 days
     in advance of the Mandatory Redemption Date (the "MANDATORY REDEMPTION
     NOTICE"). In addition to any information required by applicable law or
     regulation, the press release, if any, and Mandatory Redemption Notice
     shall state, as appropriate:

               (i)  the Mandatory Redemption Date and the Mandatory Redemption
                    Price;

               (ii) the total number of shares of the Series F Preferred Stock
                    to be mandatorily redeemed;

               (iii) that each outstanding share of the Series F Preferred Stock
                    will be redeemed for cash in an amount equal to the
                    Mandatory Redemption Price;

               (iv) that dividends on the Series F Preferred Stock to be
                    mandatorily redeemed will cease to be payable on and after
                    the Mandatory Redemption Date, unless the Company defaults
                    in the payment in cash of the Mandatory Redemption Price;

               (v)  that the right of the Holders to voluntarily convert shares
                    of the Series F Preferred Stock into Class A Common Stock
                    will terminate at the close of business on the Business Day
                    preceding the Mandatory Redemption Date (subject to any
                    extension necessary to permit the expiration of any
                    applicable waiting period under the HSR Act), unless the
                    Company defaults in the payment in cash of the Mandatory
                    Redemption Price;

               (vi) the Conversion Ratio then in effect; and

               (vii) that if any shares of the Series F Preferred Stock held by
                    any Holder are represented by one or more physical
                    certificates, such Holder must surrender to the Company or
                    the Transfer Agent, in the manner and at the place or places
                    designated, such physical certificate or certificates
                    representing the shares of the Series F Preferred Stock to
                    be redeemed.

          (e) The mandatory redemption of shares of the Series F Preferred Stock
     not represented by physical certificates will be effected through the
     facilities of the Depositary as described in Section 16. Each Holder of one
     or more physical certificates representing shares of the Series F Preferred
     Stock shall surrender such physical certificate or certificates to the
     Company or the Transfer Agent (properly endorsed or assigned for transfer,
     if the Company shall so require and the Mandatory Redemption Notice shall
     so state), in the manner and at the place or places designated in the
     Mandatory Redemption Notice, and the full Mandatory Redemption Price for
     such shares shall be payable in cash on the Mandatory Redemption Date to
     the Holder, and each surrendered physical certificate shall be canceled and
     retired.

          (f) The Company shall comply with any federal and state securities
     laws and regulations, to the extent such laws and regulations are
     applicable, in connection with the mandatory redemption.

     12. CHANGE OF CONTROL.

          (a) Within 30 days following the occurrence of a Change of Control,
     the Company shall be required (subject to the legal availability of funds
     therefor) to commence, by mailing a notice satisfying the requirements of
     Section 12(b), an offer to purchase (the "CHANGE OF CONTROL OFFER") to each
     Holder of Series F Preferred Stock to repurchase all or any part of such
     Holder's Series F Preferred Stock at a cash purchase price equal to 101% of
     the Liquidation Preference thereof, plus an amount in cash equal to all
     accumulated and unpaid dividends (including an amount in cash equal to a
     prorated dividend for the period from the Dividend Payment Date immediately
     prior to the date of purchase to the date of purchase, subject to the right
     of Holders of Series F Preferred Stock on a record date to receive
     dividends on a Dividend Payment Date) (the "CHANGE OF CONTROL PAYMENT").
     Notwithstanding the foregoing, the Company shall not be required to make a
     Change of Control Offer or to repurchase any Series F Preferred Stock
     tendered pursuant to an Offer to Purchase prior to its repurchase of all of
     its tendered 10.875% Senior Notes due 2010 in connection with such Change
     of Control; provided that if the Company does not make a Change of Control
     Offer or does not repurchase any Series F Preferred Stock pursuant to a
     Change of Control Offer, then the Holders of Series F Preferred Stock shall
     have the voting rights provided for in Section 5(c).

          (b) Within 30 days following the occurrence of a Change of Control,
     the Company shall mail a notice to the Transfer Agent and each Holder of
     Series F Preferred Stock stating: (i) the background and terms of the
     transaction or transactions that constitute the Change of Control, (ii)
     that the Change of Control Offer is being made pursuant to this Certificate
     of Designation and that, to the extent lawful, all shares of Series F
     Preferred Stock validly tendered and not withdrawn will be accepted for
     payment on a pro rata basis, (iii) the amount of the Change of Control
     Payment and the date on which the Change of Control Payment will be made
     (the "CHANGE OF CONTROL PAYMENT DATE"), which shall be a Business Day no
     earlier than 30 days nor later than 40 days from the date such notice is
     mailed, (iv) that any shares of Series F Preferred Stock not tendered will
     continue to accrue dividends in accordance with the terms of this
     Certificate of Designation and that the Holders of such shares will
     continue to have the right to convert such shares into Class A Common
     Stock, (v) that, unless the Company defaults in the payment of the Change
     of Control Payment, the right of the Holders pursuant to Section 7 to
     convert shares of the Series F Preferred Stock accepted for payment
     pursuant to the Change of Control Offer into Class A Common Stock shall
     terminate at the close of business on the Business Day preceding the Change
     of Control Payment Date (subject to any extension necessary to permit the
     expiration of any applicable waiting period under the HSR Act), all such
     Series F Preferred Stock shall cease to accrue dividends on and after the
     Change of Control Payment Date and all rights of the Holders of such Series
     F Preferred Stock shall terminate on and after the Change of Control Date,
     (vi) that Holders electing to have shares of Series F Preferred Stock
     purchased pursuant to the Change of Control Offer will be required to
     surrender the shares of Series F Preferred Stock to the Transfer Agent at
     the address specified in the notice prior to the close of business on the
     Business Day immediately preceding the Change of Control Payment Date,
     (vii) that Holders will be entitled to withdraw their election if the
     Transfer Agent receives, not later than the close of business on the third
     Business Day immediately preceding the Change of Control Payment Date, a
     telegram, facsimile transmission or letter setting forth the name of such
     Holder, the Liquidation Preference of shares of Series F Preferred Stock
     delivered for purchase and a statement that such Holder is withdrawing its
     election to have such shares of Series F Preferred Stock purchased, and
     (viii) that Holders whose shares of Series F Preferred Stock are being
     purchased only in part will be issued new shares of Series F Preferred
     Stock equal in Liquidation Preference to the unpurchased portion of the
     shares of Series F Preferred Stock surrendered.

          (c) On the Change of Control Payment Date, the Company shall, to the
     extent lawful, (1) accept for payment on a pro rata basis shares of
     Preferred Stock or portions thereof properly tendered pursuant to the Offer
     to Purchase and not withdrawn, (2) deposit with the Transfer Agent an
     amount equal to the Change of Control Payment in respect of all shares of
     Series F Preferred Stock or portions thereof so tendered, and (3) deliver
     or cause to be delivered to the Transfer Agent the Series F Preferred Stock
     so accepted together with an Officer's Certificate stating the aggregate
     Liquidation Preference of the Series F Preferred Stock or portions thereof
     being purchased by the Company. The Company will direct the Transfer Agent
     to promptly mail to each Holder of shares of Series F Preferred Stock so
     accepted payment in an amount equal to the Change of Control Payment for
     such shares, and the Transfer Agent will promptly authenticate and mail (or
     cause to be transferred by book entry) to each Holder a certificate
     representing the Series F Preferred Stock equal in Liquidation Preference
     to any unpurchased portion of the Series F Preferred Stock surrendered, if
     any. Unless the Company defaults in the payment for the shares of Series F
     Preferred Stock tendered pursuant to the Offer to Purchase, the right of
     the Holders pursuant to Section 7 to convert shares of the Series F
     Preferred Stock accepted for payment pursuant to the Change of Control
     Offer into Class A Common Stock shall terminate at the close of business on
     the Business Day preceding the Change of Control Payment Date (subject to
     any extension necessary to permit the expiration of any applicable waiting
     period under the HSR Act), dividends shall cease to accrue with respect to
     such shares of Series F Preferred Stock and all rights of Holders of such
     shares of Series F Preferred Stock shall terminate, except for the right to
     receive payment therefor, on the Change of Control Payment Date. The
     Company shall publicly announce the results of the Change of Control Offer
     on or as soon as practicable after the Change of Control Payment Date.

          (d) The Company shall comply with Rule 14e-1 under the Exchange Act
     and any other securities laws and regulations to the extent such laws and
     regulations are applicable to the repurchase of shares of the Series F
     Preferred Stock in connection with a Change of Control. To the extent that
     the provisions of any such securities laws or securities regulations
     conflict with the provisions of this Section 12, the Company shall comply
     with the applicable securities laws and regulations and shall not be deemed
     to have breached its obligations under this Section 12, by virtue thereof.
     In addition, the Company shall not be required to make a Change of Control
     Offer upon a Change of Control if a third party makes the Change of Control
     Offer in the manner, at the times and otherwise in compliance with the
     requirements set forth in this Section 12 and purchases all Series F
     Preferred Stock validly tendered and not withdrawn under such Change of
     Control Offer.

     13. CONSOLIDATION, MERGER AND SALE OF ASSETS.

          (a) The Company, without the consent of any Holder, may consolidate
     with or merge into any other Person or convey, transfer or lease all or
     substantially all its assets to any Person or may permit any Person to
     consolidate with or merge into, or transfer or lease all or substantially
     all its properties to, the Company; provided, however, that:

               (i)  subject to the provisions of Section 12, the shares of the
                    Series F Preferred Stock will become shares of such
                    successor, transferee or lessee, having in respect of such
                    successor, transferee or lessee the same powers, preferences
                    and relative participating, optional or other special rights
                    and the qualifications, limitations or restrictions thereon,
                    that the shares of the Series F Preferred Stock had
                    immediately prior to such transaction;

               (ii) the successor, transferee or lessee is organized under the
                    laws of the United States or any political subdivision
                    thereof; and

               (iii) the Company delivers to the Transfer Agent an Officers'
                    Certificate and an Opinion of Counsel stating that such
                    transaction complies with this Certificate of Designation.

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

     14. TRANSACTIONS WITH AFFILIATES. (a) The Company will not, and will not
permit any of its Subsidiaries to, without the affirmative vote or consent of
the Holders of a majority of the outstanding shares of Series F Preferred Stock,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Company, unless:

               (i)  the transaction is on terms that are no less favorable to us
                    than those that would have been obtained in a comparable
                    transaction with an unrelated third party, as determined by
                    a majority of the members of the Board of Directors that are
                    disinterested with the transaction, and

               (ii) the transaction either (i) has been approved by a majority
                    of the members of the Board of Directors that are
                    disinterested with the transaction or (ii) is a transaction
                    for which the Company or one of its Subsidiaries has
                    delivered to the Transfer Agent a written opinion of a
                    nationally recognized investment banking firm stating that
                    the transaction is fair to the Company or such Subsidiary,
                    as the case may be, from a financial point of view.

          (b) The provisions of Section 14(a) shall not prohibit:

               (i)  any issuance of securities, or other payments, pursuant to
                    employment arrangements and stock plans of the Company or
                    any of its Subsidiaries,

               (ii) the grant of stock options or similar rights to any
                    employees and directors under stock plans of the Company or
                    any of its Subsidiaries,

               (iii) any employment or consulting agreement to which the Company
                    or any of its Subsidiaries is a party,

               (iv) the payment of reasonable fees to directors who are not
                    employees of the Company or any of its Subsidiaries, or

               (v)  any transaction with a wholly-owned Subsidiary of the
                    Company.

          The provisions of Section 14(a) shall also not apply to any such
     transaction publicly disclosed prior to July 14, 2003 in a filing by the
     Company with the SEC.

     15. SEC REPORTS. Whether or not the Company is required to file reports
with the SEC, if any shares of the Series F Preferred Stock are outstanding, the
Company shall file with the SEC all such reports and other information as it
would be required to file with the SEC pursuant to Sections 13(a) or 15(d) under
the Exchange Act. The Company shall supply each Holder, upon request, without
cost to such Holder, copies of such reports or other information; provided, that
the Company will not be required to supply any reports which have been filed on
the SEC's EDGAR system or any successor system.

     16. CERTIFICATES.

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

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

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

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

               (iii)Certificated Series F Preferred Stock; Certificated Common
                    Stock. Except as provided in this paragraph 16 (a) or in
                    paragraph 16 (c), owners of beneficial interests in Global
                    Series F Preferred Stock will not be entitled to receive
                    physical delivery of Series F Preferred Stock in fully
                    registered certificated form ("Certificated Series F
                    Preferred Stock"). With respect to shares of Series F
                    Preferred Stock that are "restricted securities" as defined
                    in Rule 144 under the Securities Act on a conversion date or
                    a dividend date on which the Company has opted to pay
                    dividends in additional shares of Series F Preferred Stock,
                    all shares of Class A Common Stock issuable on conversion of
                    such shares on such conversion date will be issued in fully
                    registered certificated form ("Certificated Common Stock"),
                    and all shares of Series F Preferred Stock payable as
                    dividends on such dividend date will be Certificated Series
                    F Preferred Stock. Certificates of Certificated Common Stock
                    or Certified Series F Preferred Stock will be mailed or made
                    available at the office of the Transfer Agent for the Series
                    F Preferred Stock on or as soon as reasonably practicable
                    after the relevant conversion date to the converting holder
                    or the relevant dividend date to the dividend recipient.

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

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

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

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

          The Transfer Agent shall authenticate and deliver certificates for up
     to 1,900,000 shares of Series F Preferred Stock for original issue upon a
     written order of the Company signed by two Officers or by an Officer and an
     Assistant Treasurer of the Company. Such order shall specify the number of
     shares of Series F Preferred Stock to be authenticated and the date on
     which the original issue of Series F Preferred Stock is to be
     authenticated.

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

          (c) Transfer and Exchange.

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

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

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

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

                    (II) if such Certificated Series F Preferred Stock is being
                         transferred (a) to the Company, (b) to a "qualified
                         institutional buyer" ("QIB") in accordance with Rule
                         144A under the Securities Act, (c) in accordance with
                         Rule 903 or 904 of Regulation S under the Securities
                         Act, (d) pursuant to an exemption from registration in
                         accordance with Rule 144 under the Securities Act, (e)
                         pursuant to an effective registration statement under
                         the Securities Act or (f) pursuant to any other
                         applicable exemption from registration under the
                         Securities Act, in each case, in accordance with any
                         applicable securities laws of any sate of the United
                         States, (i) a certification to that effect (in
                         substantially the form of Exhibit C hereto) and (ii) if
                         the Company so requests, an Opinion of Counsel or other
                         evidence reasonably satisfactory to it as to the
                         compliance with the restrictions set forth in the
                         legend set forth in paragraph 16(c)(vii).

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

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

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

                    (A)  Any Person having a beneficial interest in Series F
                         Preferred Stock that is being transferred or exchanged
                         pursuant to an effective registration statement under
                         the Securities Act or pursuant to an exemption from
                         registration in accordance with Rule 144 under the
                         Securities Act may upon request, but only with the
                         consent of the Company, and if accompanied by a
                         certification from such Person to that effect (in
                         substantially the form of Exhibit C hereto), exchange
                         such beneficial interest for Certificated Series F
                         Preferred Stock representing the same number of shares
                         of Series F Preferred Stock. Upon receipt by the
                         Transfer Agent of written instructions or such other
                         form of instructions as is customary for DTC from DTC
                         or its nominee on behalf of any Person having a
                         beneficial interest in Global Series F Preferred Stock
                         and upon receipt by the Transfer Agent of a written
                         order or such other form of instructions as is
                         customary for DTC or the Person designated by DTC as
                         having such a beneficial interest in a Transfer
                         Restricted Security only, then, the Transfer Agent or
                         DTC, at the direction of the Transfer Agent, will
                         cause, in accordance with the standing instructions and
                         procedures existing between DTC and the Transfer Agent,
                         the number of shares of Series F Preferred Stock
                         represented by Global Series F Preferred Stock to be
                         reduced on its books and records and, following such
                         reduction, the Company will execute and the Transfer
                         Agent will authenticate and deliver to the transferee
                         Certificated Series F Preferred Stock.

                    (B)  Certificated Series F Preferred Stock issued in
                         exchange for a beneficial interest in a Global Series F
                         Preferred Stock pursuant to this paragraph 16 (c) (iv)
                         shall be registered in such names and in such
                         authorized denominations as DTC, pursuant to
                         instructions from its direct or indirect participants
                         or otherwise, shall instruct the Transfer Agent. The
                         Transfer Agent shall deliver such Certificated Series F
                         Preferred Stock to the Persons in whose names such
                         Series F Preferred Stock are so registered in
                         accordance with the instructions of DTC.

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

                    (A)  Notwithstanding any other provisions of this
                         Certificate of Designation (other than the provisions
                         set forth in paragraph 16 (c) (vi)), Global Series F
                         Preferred Stock may not be transferred as a whole
                         except by DTC to a nominee of DTC or by a nominee of
                         DTC to DTC or another nominee of DTC or by DTC or any
                         such nominee to a successor depository or a nominee of
                         such successor depository.

                    (B)  In the event that the Global Series F Preferred Stock
                         is exchanged for Series F Preferred Stock in definitive
                         registered form pursuant to paragraph 16 (c)(vi) prior
                         to the effectiveness of a Shelf Registration Statement
                         with respect to such securities, such Series F
                         Preferred Stock may be exchanged only in accordance
                         with such procedures as are substantially consistent
                         with the provisions of this paragraph 16 (c) (including
                         the certification requirements set forth in the
                         Exhibits to this Certificate of Designation intended to
                         ensure that such transfers comply with Rule 144A under
                         the Securities Act or such other applicable exemption
                         from registration under the Securities Act, as the case
                         may be) and such other procedures as may from time to
                         time be adopted by the Company.

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

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

                    (B)  DTC ceases to be a clearing agency registered under the
                         Exchange Act;

                    (C)  there shall have occurred and be continuing an event
                         specified in Section 5(c)(i); or

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

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

               (vii) Legend. (1) Except as permitted by the following paragraph
                    (2) and in paragraph 16 (a) (iii), each certificate
                    evidencing the Global Series F Preferred Stock, the
                    Certificated Series F Preferred Stock and Certificated
                    Common Stock shall bear a legend in substantially the
                    following form:

               "THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) (AND THE
               CLASS A COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE) WAS
               ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
               THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
               AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
               TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
               EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED
               HEREBY (OR THE CLASS A COMMON STOCK INTO WHICH THIS SECURITY IS
               CONVERTIBLE) IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
               AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
               ACT, INCLUDING RULE 144 OR, IF APPLICABLE, RULE 144A THEREUNDER.
               THE HOLDER OF THE SECURITY EVIDENCED HEREBY (AND OF THE CLASS A
               COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE) AGREES FOR
               THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND THE CLASS
               A COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE) MAY BE
               OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO A
               PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
               INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
               ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
               QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
               REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
               REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
               THEREUNDER (IF AVAILABLE), (3) PURSUANT TO AN EFFECTIVE
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (4) TO THE
               COMPANY, (5) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION
               S UNDER THE SECURITIES ACT OR (6) PURSUANT TO ANY OTHER
               APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
               IN EACH OF CASES (1) THROUGH (6) IN ACCORDANCE WITH ALL
               APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
               (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
               NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
               RESTRICTIONS REFERRED TO IN (A) ABOVE."

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

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

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

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

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

                    (A)  To permit registrations of transfers and exchanges, the
                         Company shall execute and the Transfer Agent shall
                         authenticate Certificated Series F Preferred Stock and
                         Global Series F Preferred Stock as required pursuant to
                         the provisions of this paragraph 16 (c).

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

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

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

                    (E)  Upon any sale or transfer of shares of Series F
                         Preferred Stock (including any Series F Preferred Stock
                         represented by a Global Series F Preferred Stock
                         Certificate) or of Certificated Common Stock pursuant
                         to an effective registration statement under the
                         Securities Act, pursuant to Rule 144 under the
                         Securities Act or pursuant to an Opinion of Counsel
                         reasonably satisfactory to the Company that no legend
                         is required:

                    (I)  in the case of any Certificated Series F Preferred
                         Stock or Certificated Common Stock, the Company and the
                         Transfer Agent shall permit the holder thereof to
                         exchange such Series F Preferred Stock or Certificated
                         Common Stock for Certificated Series F Preferred Stock
                         or Certificated Common Stock, as the case may be, that
                         does not bear the legend set forth in paragraph
                         (c)(vii) above and rescind any restriction on the
                         transfer of such Series F Preferred Stock or Class A
                         Common Stock issuable in respect of the conversion of
                         the Series F Preferred Stock; and

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

               (x)  No Obligation of the Transfer Agent.

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

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

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

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

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

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

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

     17. OTHER PROVISIONS.

          (a) With respect to any notice to a Holder required to be provided
     hereunder, such notice shall be mailed to the registered address of such
     Holder, and neither failure to mail such notice, nor any defect therein or
     in the mailing thereof, to any particular Holder shall affect the
     sufficiency of the notice or the validity of the proceedings referred to in
     such notice with respect to the other Holders or affect the legality or
     validity of any mandatory or optional redemption, distribution, rights,
     warrant, reclassification, consolidation, merger, conveyance, transfer,
     dissolution, liquidation, winding-up or other action, or the vote upon any
     action with respect to which the Holders are entitled to vote. All notice
     periods referred to herein shall commence on the date of the mailing of the
     applicable notice. Any notice which was mailed in the manner herein
     provided shall be conclusively presumed to have been duly given whether or
     not the Holder receives the notice.

          (b) The shares of the Series F Preferred Stock shall be issuable,
     convertible and redeemable only in whole shares.

          (c) Any calculation of a dollar amount or number of shares of Class A
     Common Stock pursuant to any provision of this Certificate of Designation,
     including, without limitation, the calculation of any Market Value,
     adjusted Conversion Price, Conversion Ratio, or Dividend Deficiency, shall
     be calculated to the nearest ten-thousandth of a dollar or share.

          (d) The Liquidation Preference and the annual Dividend Rates set forth
     in Section 6 shall be subject to adjustment whenever there shall occur a
     stock split, combination, reclassification or other similar event involving
     shares of the Series F Preferred Stock. Such adjustments shall be made in
     such manner and at such time as the Board of Directors of the Company in
     good faith determines to be equitable in the circumstances, any such
     determination to be evidenced in a resolution. Upon any such equitable
     adjustment, the Company shall promptly deliver to the Transfer Agent and
     each Holder an Officers' Certificate attaching and certifying the
     resolution of the Board of Directors, describing in reasonable detail the
     event requiring the adjustment and the method of calculation thereof and
     specifying the increased or decreased Liquidation Preference, annual
     Dividend Rates, and the Conversion Ratio, in effect following such
     adjustment.

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

          (f) The Company covenants that it shall at all times reserve and keep
     available, free from preemptive rights, out of the aggregate of its
     authorized but unissued shares of Class A Common Stock, for the purpose of
     effecting conversion of shares of the Series F Preferred Stock, the full
     number of shares of Class A Common Stock deliverable upon the conversion of
     all outstanding shares of the Series F Preferred Stock not theretofore
     converted. For purposes of this Section 17(f), the number of shares of
     Class A Common Stock that shall be deliverable upon the conversion of all
     outstanding shares of the Series F Preferred Stock shall be computed as if
     at the time of computation all such outstanding shares were held by a
     single Holder. The Company shall take all action required to increase the
     authorized number of shares of Class A Common Stock if at any time there
     shall be insufficient unissued shares of Class A Common Stock to permit
     such reservation or to permit the conversion of all outstanding shares of
     the Series F Preferred Stock not theretofore converted.

          (g) The Company covenants that any shares of Class A Common Stock
     issued upon conversion of shares of the Series F Preferred Stock and any
     additional shares of Series F Preferred Stock issued in payment of any
     dividend on shares of the Series F Preferred Stock shall be validly issued,
     fully paid and non-assessable.

          (h) Prior to the delivery of any shares of Class A Common Stock or
     other securities that the Company shall be obligated to deliver upon
     conversion of shares of the Series F Preferred Stock or the delivery of any
     additional shares of Series F Preferred Stock in payment of any dividend on
     shares of the Series F Preferred Stock, the Company shall comply with all
     federal and state laws and regulations thereunder requiring the
     registration of such securities with, or any approval of or consent to the
     delivery thereof by, any governmental authority. Any share of Class A
     Common Stock or Series F Preferred Stock so delivered shall be freely
     transferable under the Securities Act.

          (i) The Company shall list the shares of Class A Common Stock required
     to be delivered upon conversion of shares of the Series F Preferred Stock,
     prior to such delivery, upon each national securities exchange or quotation
     system, if any, upon which the outstanding Class A Common Stock is listed
     at the time of such delivery.

          (j) The Company shall pay any and all documentary stamp or similar
     issue or transfer taxes payable in respect of the issue or delivery of
     shares of Class A Common Stock or other securities or property upon
     conversion of shares of the Series F Preferred Stock pursuant to the
     provisions of this Certificate of Designation; provided, however, that the
     Company 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 Class A
     Common Stock or other securities or property in a name other than that of
     the Holder of the shares of the Series F 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 Company the amount of any
     such tax or established, to the reasonable satisfaction of the Company,
     that such tax has been paid.

          (k) The headings of the various sections and subsections of this
     Certificate of Designation are for convenience of reference only and shall
     not affect the interpretation of any of the provisions of this Certificate
     of Designation.

          (l) Whenever possible, each provision of this Certificate of
     Designation shall be interpreted in a manner as to be effective and valid
     under applicable law and public policy. If any provision set forth herein
     is held to be invalid, unlawful or incapable of being enforced by reason of
     any rule of law or public policy, such provision shall be ineffective only
     to the extent of such prohibition or invalidity, without invalidating or
     otherwise adversely affecting the remaining provisions of this Certificate
     of Designation. No provision herein set forth shall be deemed dependent
     upon any other provision unless so expressed herein. If a court of
     competent jurisdiction should determine that a provision of this
     Certificate of Designation would be valid or enforceable if a period of
     time were extended or shortened or a particular percentage were increased
     or decreased, then such court may make such change as shall be necessary to
     render the provision in question effective and valid under applicable law.

          (m) The Holders as such are not entitled to any preemptive or
     preferential right to purchase or subscribe to any capital stock,
     obligations, warrants or other securities of the Company.

          (n) Except as may otherwise be required by law, the shares of the
     Series F Preferred Stock shall not have any powers, designations,
     preferences and relative, participating, optional or other special rights,
     other than those specifically set forth in this Certificate of Designation
     or the Certificate of Incorporation.
<PAGE>
     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Company by its Executive Vice President and attested by its Secretary
this 18th day of August, 2003.

                                       DOBSON COMMUNICATIONS CORPORATION


                                       By:        BRUCE R. KNOOIHUIZEN
                                           Name:  Bruce R. Knooihuizen
                                           Title: Vice President
ATTEST:

By:        TRENT LEFORCE
     Name: Trent Leforce
     Title:  Secretary
<PAGE>

                                    EXHIBIT A

                        FORM OF SERIES F PREFERRED STOCK

                                FACE OF SECURITY

THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) (AND THE CLASS A COMMON STOCK
INTO WHICH THIS SECURITY IS CONVERTIBLE) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY (OR THE CLASS A
COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE) IS HEREBY NOTIFIED THAT
THE SELLER MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT, INCLUDING RULE 144 OR, IF APPLICABLE RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY (AND OF THE CLASS A COMMON STOCK
INTO WHICH THIS SECURITY IS CONVERTIBLE) AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) SUCH SECURITY (AND THE CLASS A COMMON STOCK INTO WHICH THIS SECURITY IS
CONVERTIBLE) MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (4) TO THE COMPANY, (5) IN AN OFFSHORE TRANSACTION COMPLYING
WITH REGULATION S UNDER THE SECURITIES ACT OR (6) PURSUANT TO ANY OTHER
APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF
CASES (1) THROUGH (6) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.(1)

[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](2)

[TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE
OF DESIGNATION REFERRED TO BELOW.](3)

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


Certificate Number: [           ]

Number of Shares of Series F Preferred Stock: [       ]

CUSIP No.: ________________

                      Series F Convertible Preferred Stock

                                       of

                        Dobson Communications Corporation

     Dobson Communications Corporation, an Oklahoma corporation (the "COMPANY"),
hereby certifies that [ ] (the "HOLDER") is the registered owner of [ ] fully
paid and non-assessable shares of preferred stock of the Company designated as
the Series F Convertible Preferred Stock, $1.00 par value, liquidation
preference $178.571 per share (the "SERIES F PREFERRED STOCK"). The shares of
the Series F Preferred Stock are transferable on the books and records of the
Transfer Agent, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer. The powers,
designations, preferences and relative, participating, optional and other
special rights of the shares of the Series F Preferred Stock represented hereby
are issued and shall in all respects be subject to the provisions of the
Certificate of Designation of Series F Convertible Preferred Stock of the
Company dated August 18, 2003, as the same may be amended from time to time in
accordance with its terms (the "CERTIFICATE OF DESIGNATION"). Capitalized terms
used herein but not defined shall have the respective meanings given them in the
Certificate of Designation. The Company will provide a copy of the Certificate
of Designation to a Holder without charge upon written request to the Company at
its principal place of business.

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

     Upon receipt of this certificate, the Holder is bound by the Certificate of
Designation and is entitled to the benefits thereunder. Unless the Transfer
Agent's valid countersignature appears hereon, the shares of the Series F
Preferred Stock evidenced hereby shall not be entitled to any benefit under the
Certificate of Designation or be valid or obligatory for any purpose.

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

                                       DOBSON COMMUNICATIONS CORPORATION


                                       By:
                                           Name:
                                           Title:



                                       By:
                                           Name:
                                           Title:



                                       Dated:

COUNTERSIGNED AND REGISTERED

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

By:
     Authorized Signatory

Dated:
<PAGE>
                               REVERSE OF SECURITY

     Dividends on each share of Series F Preferred Stock shall be payable when,
as and if declared by the Board of Directors of the Company from funds legally
available therefor at a rate per annum set forth in the face hereof or as
provided in the Certificate of Designation. Dividends may be paid in cash, in
shares of Series F Preferred Stock, or a combination thereof.

     The shares of the Series F Preferred Stock shall be redeemable as provided
in the Certificate of Designation. The shares of the Series F Preferred Stock
shall be convertible into the Company's Class A Class A Common Stock, par value
$.001 per share ("CLASS A COMMON STOCK") in the manner and according to the
terms set forth in the Certificate of Designation.

     The Company shall furnish to any holder upon request and without charge, a
statement of the powers, designations, preferences and relative, participating,
optional and other special rights of each class of the Company's stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
<PAGE>
                                   ASSIGNMENT

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

                               -------------------------------------------
                               -------------------------------------------
                               -------------------------------------------

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

                               -------------------------------------------
                               -------------------------------------------
                               -------------------------------------------

                    (Insert address and zip code of assignee)

and irrevocably appoints:

                               -------------------------------------------
                               -------------------------------------------
                               -------------------------------------------

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

Date:____________________________

Signature:________________________

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

Signature Guarantee:(4) ________________________________
<PAGE>
                                    EXHIBIT B

                              NOTICE OF CONVERSION

              (To be executed by the registered holder in order to
                 convert shares of the Series F Preferred Stock)

     The undersigned hereby irrevocably elects to convert (the "CONVERSION")
[_____] shares of Series F Convertible Preferred Stock (the "SERIES F PREFERRED
STOCK"), into shares of Class A Class A Common Stock, par value $.001 per share
("CLASS A COMMON STOCK"), of Dobson Communications Corporation (the "COMPANY")
according to the conditions of the Certificate of Designation establishing the
terms of the Series F Preferred Stock (the "CERTIFICATE OF DESIGNATION"), as of
the date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith payment of all applicable taxes or
evidence that such taxes have been paid. No fee will be charged to the holder
for any conversion, except for transfer taxes, if any. A copy of each stock
certificate representing shares of the Series F Preferred Stock to be converted
is attached hereto (or evidence of loss, theft or destruction thereof).(5)

Date of Conversion:

Applicable Conversion Ratio:

Number of shares of Series F Preferred Stock to be Converted:

Number of shares of Class A Common Stock to be Issued:

Signature:

Name:

Address:(6)


Fax No.:
<PAGE>
                                    EXHIBIT C

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                   REGISTRATION OF TRANSFER OF PREFERRED STOCK

Re: Series F Convertible Preferred Stock (the "Preferred Stock") of Dobson
    Communications Corporation (the "Company")

This Certificate relates to ____ shares of Preferred Stock held in [ ] */
book-entry or [ ] */ definitive form by _______________ (the "Transferor"). The
Transferor*:

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

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

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

[ ] Such Preferred Stock is being acquired for the Transferor's own account
without transfer.

[ ] Such Preferred Stock is being transferred to the Company.

[ ] Such Preferred Stock is being transferred pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder.

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

[ ] Such Preferred Stock is being transferred in an offshore transaction
complying with Regulation S under the Securities Act.

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

[INSERT NAME OF TRANSFEROR]


By:_____________________________

Date:____________________________

--------------------

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

(2)  Subject to removal if not a global security certificate.

(3)  Subject to removal if not a global security certificate.

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

(5)  The Company is not required to issue shares of Class A Common Stock until
     the original certificates representing the shares of the Series F Preferred
     Stock (or evidence of loss, theft or destruction thereof and indemnity
     reasonably satisfactory to the Company and the Transfer Agent) to be
     converted are received by the Company or the Transfer Agent. The Company
     shall issue and deliver shares of Class A Common Stock by hand or by
     delivery to an overnight courier not later than three business days
     following receipt of the original stock certificates representing the
     shares of the Series F Preferred Stock to be converted.

(6)  Address where share of Class A Common Stock and any other payments or
     certificates shall be sent by the Company.

* Please check applicable box.