<PAGE>
                                                                     EXHIBIT 4.1

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            CENTURY ALUMINUM COMPANY



          Century Aluminum Company, a Delaware corporation, hereby certifies as
follows:

          1.      The name of the corporation is Century Aluminum Company (the
"Corporation"). The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on February 20,
1981. The name of the Corporation when it was originally incorporated was
Richco Exploration, Inc.

          2.      This Restated Certificate of Incorporation restates and
integrates the provisions of the prior Restated Certificate of Incorporation as
heretofore amended and supplemented without any further amendments and without
any discrepancy between the provisions of the prior Restated Certificate of
Incorporation as heretofore amended and supplemented and the provisions of this
Restated Certificate of Incorporation. This Restated Certificate of
Incorporation was duly adopted in accordance with Section 245 of the General
Corporation Law of the State of Delaware.

           3.     The text of the prior Certificate of Incorporation of the
Corporation is restated to read in its entirety as follows:

          FIRST. The name of this Corporation is Century Aluminum Company (the
"Corporation").

          SECOND. The address of the Corporation's registered office in the
State of Delaware is 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle, 19808. The name of its registered agent at
such address is The Prentice Hall Corporation System, Inc.

          THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

          FOURTH. (1) The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred Five Million (105,000,000) shares
divided into the following classes:

                    (a) One Hundred Million (100,000,000) shares of Common Stock
          with a par value of one cent ($0.01) per share; and

                    (b) Five Million (5,000,000) shares of Preferred Stock with
          a par value of one cent ($0.01) per share."

               (2) The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of Preferred Stock from time to
time in one or more series with such distinctive serial designations, rights,
preferences, and limitations of the shares of each such series as the Board of
Directors shall establish, by adopting a resolution and by filing a certificate
of designations pursuant to the General Corporation Law of the State of
Delaware. The authority of the Board of Directors with respect to each series
shall, to the extent allowed by such law, include the authority to establish and
fix the following:

                    (a) The number of shares initially constituting the series
          and the distinctive designation of that series;

                    (b) The extent, if any, to which the shares of that series
          shall have voting rights, whether none, full, fractional or otherwise
          limited;

                    (c) Whether the shares of that series shall be entitled to
          receive dividends (which may be cumulative or noncumulative) and, if
          so, the rate or rates, the conditions, and the times payable and
          whether payable in preference to, or in some other relation to, the
          dividends payable on any other class or classes or any other series of
          the same or any other class or classes of stock of the Corporation;
<PAGE>
                    (d) The rights of the shares of that series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation, or upon any distribution of its assets;

                    (e) Whether the shares of that series shall have conversion
          privileges and, if so, the terms and conditions of such conversion
          privileges, including provision, if any, for adjustment of the
          conversion rate and for payment of additional amounts by holders of
          Preferred Stock of that series upon exercise of such conversion
          privileges;

                    (f) Whether or not the shares of that series shall be
          redeemable, and, if so, the price at and the terms and conditions upon
          which such shares shall be redeemable, and whether that series shall
          have a sinking fund for the redemption or purchase of shares of that
          series, and, if so, the terms and amount of such sinking fund; and

                    (g) Such other preferences and relative, participating,
          optional or other special rights, and qualifications, limitations or
          restrictions thereof.

          Notwithstanding the fixing of the number of shares constituting a
particular series upon the issuance thereof, the Board of Directors may at any
time thereafter authorize the issuance of additional shares of the same series
or may reduce the number of shares constituting such series (but not below the
number of shares thereof then outstanding).

          An existing certificate of Designation designating a series of
preferred stock is annexed hereto.

          FIFTH. (1) The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors consisting of not less
than three (3) nor more than eleven (11) directors. The exact number of
directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed and determined from time to time by resolution adopted
by the vote of a majority of the total number of directors.

               (2) The Board of Directors shall be divided into three classes:
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Each director shall serve for a term ending on the date of the third
annual meeting of stockholders following the annual meeting at which such
director was elected; provided, however, that each initial director in Class I
shall hold office until the annual meeting of stockholders in 1997; each initial
director in Class II shall hold office until the annual meeting of stockholders
in 1998; and each initial director in Class III shall hold office until the
annual meeting of stockholders in 1999.

               (3) In the event of any increase or decrease in the authorized
number of directors, (a) each director than serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his earlier resignation, retirement, removal from
office, disqualification or death, and (b) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible.


                                       -2-
<PAGE>
               (4) Notwithstanding any of the foregoing provisions of this
Article FIFTH, each director shall serve until his successor is elected and
qualified or until his earlier resignation, retirement, removal from office,
disqualification or death.

               (5) Should a vacancy occur or be created, whether arising through
resignation, retirement, removal from office, disqualification or death or
through an increase in the number of directors, such vacancy shall be filled by
the affirmative vote of at least a majority of the directors remaining in
office, though they constitute less than a quorum of the Board of Directors and
directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which they have been elected
expires.

               (6) Any director or the entire Board of Directors may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors.

               (7) Notwithstanding any other provision of this Restated
Certificate of Incorporation or any other provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
Corporation required by law, this Restated Certificate of Incorporation or any
designation of Preferred Stock, the affirmative vote of the holders of at least
66-2/3% of the combined voting power of the Corporation's outstanding voting
securities, voting together as a single class, shall be required to alter, amend
or repeal this Article FIFTH.

          SIXTH. In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make, alter, amend and
repeal the By-laws of the Corporation, subject to the power of the holders of
the capital stock of the Corporation to alter, amend or repeal the By-laws;
provided, however, that with respect to the power of the holders of the capital
stock of the Corporation to alter, amend or repeal the By-laws of the
Corporation, notwithstanding any other provision of this Restated Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law, this Restated Certificate of Corporation or any designation of Preferred
Stock, the affirmative vote of the holders of at least 66-2/3% of the combined
voting power of the Corporation's outstanding voting securities, voting together
as a single class, shall be required to (i) alter, amend or repeal any provision
of the By-laws, or (ii) alter, amend or repeal any provision of this Article
SIXTH.

          SEVENTH. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, (A) any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders and (B)
special meetings of stockholders of the Corporation may be called only by the
Board of Directors of the Corporation or the Executive Committee of the Board of
Directors. The stockholders of the Corporation may not call a special meeting of
stockholders of the Corporation or require the Board of Directors or Executive
Committee of the Board of Directors to call a special meeting of the
stockholders of the Corporation. The Board of Directors or the


                                       -3-
<PAGE>
Executive Committee of the Board of Directors may call a special meeting of
stockholders of the Corporation only by giving written notice to the
stockholders of the Corporation. Such notice must specify the purpose or
purposes for which the meeting is called. The stockholders of the Corporation
may not submit any matters or proposals for consideration at any special
meeting. Notwithstanding any other provision of this Restated Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law, this Restated Certificate of Incorporation or any designation of Preferred
Stock, the affirmative vote of the holders of at least 66-2/3% of the combined
voting power of the Corporation's outstanding voting securities, voting together
as a single class, shall be required to alter, amend or repeal this Article
SEVENTH.

          EIGHTH. Notwithstanding any other provisions of this Restated
Certificate of Incorporation, the vote of stockholders of the Corporation
required to approve any Business Combination (as hereinafter defined) shall be
as set forth in this Article EIGHTH.

               (1) In addition to any affirmative vote required by law or by
this Restated Certificate of Incorporation, and except as otherwise expressly
provided in clause (3) of this Article EIGHTH:

                    (a) any merger or consolidation of the Corporation or any
          Subsidiary with or into (i) any Interested Stockholder or (ii) any
          other entity (whether or not itself an Interested Stockholder) that
          is, or after such merger or consolidation would be, an Affiliate or
          Associate of an Interested Stockholder; or

                    (b) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of transactions) to,
          by or with any Interested Stockholder of any assets of or to the
          Corporation or any Subsidiary having an aggregate fair market value of
          $1,000,000 or more; or

                    (c) the issuance or transfer by the Corporation or any
          Subsidiary (in one transaction or a series of transactions) of any
          securities of the Corporation or any Subsidiary to any Interested
          Stockholder in exchange for cash, securities or other property (or a
          combination thereof); or

                    (d) the adoption of any plan or proposal for the liquidation
          or dissolution of the Corporation proposed by or on behalf of any
          Interested Stockholder or any Affiliate or Associate of any Interested
          Stockholder; or

                    (e) any reclassification of securities (including any
          reverse stock split), or recapitalization or reorganization of the
          Corporation, or any merger or consolidation of the Corporation with
          any of its Subsidiaries, or any other transaction (whether or not with
          or into or otherwise involving any Interested Stockholder), that in
          any such case has the effect, directly or indirectly, of increasing
          the proportionate share of the outstanding shares of any class or
          series of stock or securities convertible into stock of the
          Corporation or any


                                       -4-
<PAGE>
          Subsidiary that is directly or indirectly beneficially owned by any
          Interested Stockholder or any Affiliate or Associate of any Interested
          Stockholder; or

                    (f) any agreement, contract or other arrangement providing
          directly or indirectly for any of the foregoing;

shall not be consummated without the affirmative vote of the holders of at least
66-2/3% of the combined voting power of the Corporation's voting securities
("Voting Stock") then outstanding voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

               (2) The term "Business Combination" as used in this Article
EIGHTH shall mean any transaction that is referred to in any one or more of
paragraphs (a) through (f) of clause (1) of this Article EIGHTH.

               (3) The provisions of clause (1) of this Article EIGHTH shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law and
any other provision of this Restated Certificate of Incorporation, if all the
conditions specified in either of the following paragraphs (a) or (b) are met:

                    (a) such Business Combination shall have been approved by a
          majority of the Disinterested Directors; or

                    (b) all of the six conditions specified in the following
          clauses (i) through (vi) shall have been met:

                         (i) the transaction constituting the Business
               Combination shall provide for a consideration to be received by
               holders of Common Stock in exchange for all their shares of
               Common Stock, and the aggregate amount of the cash and the Fair
               Market Value as of the date of the consummation of the Business
               Combination of any consideration other than cash to be received
               per share by holders of Common Stock in such Business Combination
               shall be at least equal to the higher of the following:

                              (A) (if applicable) the highest per share price
                    (including any brokerage commissions, transfer taxes and
                    soliciting dealers' fees) paid in order to acquire any
                    shares of Common Stock beneficially owned by the Interested
                    Stockholder that were acquired (I) within the two-year
                    period immediately prior to the Announcement Date or (II) in
                    the transaction in which it became an Interested
                    Stockholder, whichever is higher; and

                              (B) the Fair Market Value per share of Common
                    Stock on the Announcement Date or on the Determination Date,
                    whichever is higher, multiplied by the ratio of (I) the
                    highest per


                                       -5-
<PAGE>
                    share price (including brokerage commissions, transfer taxes
                    and soliciting dealers' fees) paid in order to acquire any
                    share of Common Stock already beneficially owned by the
                    Interested Stockholder to (II) the Fair Market Value per
                    share of Common Stock immediately prior to the time when
                    such Interested Stockholder first became a beneficial owner
                    of any shares of Common Stock;

               provided, however, that, as used in the foregoing calculations,
               all prices per share shall be adjusted to reflect any subsequent
               stock splits, stock dividends or other similar corporate actions;

                         (ii) the transaction constituting the Business
               Combination shall provide for a consideration to be received by
               holders of any class or series of outstanding Voting Stock other
               than Common Stock in exchange for all their shares of such Voting
               Stock, and the aggregate amount of the cash and the Fair Market
               Value as of the date of the consummation of the Business
               Combination of any consideration other than cash to be received
               per share by holders of shares of such Voting Stock in such
               Business Combination shall be at least equal to the highest of
               the following (it being intended that the requirements of this
               paragraph (b)(ii) shall be required to be met with respect to
               every class and series of such outstanding Voting Stock, whether
               or not the Interested Stockholder beneficially owns any shares of
               a particular class or series of Voting Stock):

                              (A) (if applicable) the highest per share price
                    (including any brokerage commissions, transfer taxes and
                    soliciting dealers' fees) paid in order to acquire any share
                    of such class or series of Voting Stock beneficially owned
                    by the Interested Stockholder that were acquired (I) within
                    the two-year period immediately prior to the Announcement
                    Date or (II) in the transaction in which it became an
                    Interested Stockholder, whichever is higher;

                              (B) (if applicable) the highest preferential
                    amount per share to which the holders of shares of such
                    class or series of Voting Stock are entitled in the event of
                    any voluntary or involuntary liquidation, dissolution or
                    winding up of the Corporation regardless of whether the
                    Business Combination to be consummated constitutes such an
                    event; and

                              (C) the Fair Market Value per share of such class
                    or series of Voting Stock on the Announcement Date or on the
                    Determination Date, whichever is higher, multiplied by the
                    ratio of (I) the highest per share price (including
                    brokerage commissions, transfer taxes and soliciting
                    dealers' fees) paid in


                                       -6-
<PAGE>
                    order to acquire any share of such class or series of Voting
                    Stock already beneficially owned by the Interested
                    Stockholder to (II) the Fair Market Value per share of such
                    class or series of Voting Stock immediately prior to the
                    time when such Interested Stockholder first became a
                    beneficial owner of any shares of such class or series of
                    Voting Stock;

               provided, however, that, as used in the foregoing calculations,
               all prices per share shall be adjusted to reflect any subsequent
               stock splits, stock dividends or other similar corporate actions;

                         (iii) the consideration to be received by holders of a
               particular class or series of outstanding Voting Stock (including
               Common Stock) shall be in cash or in the same form as was
               previously paid in order to acquire shares of such class or
               series of Voting Stock that are beneficially owned by the
               Interested Stockholder, and if the Interested Stockholder
               beneficially owns shares of any class or series of Voting Stock
               that were acquired with varying forms of consideration, the form
               of consideration to be received by holders of such class or
               series of Voting Stock shall be either cash or the form used to
               acquire the largest number of shares of such class or series of
               Voting Stock beneficially owned by it;

                         (iv) after such Interested Stockholder has become an
               Interested Stockholder and prior to the consummation of such
               Business Combination:

                              (A) the Interested Stockholder shall have taken
                    steps to ensure that the Board of Directors has included at
                    all times representation by Disinterested Director(s)
                    proportionate to the ratio that the shares of Voting Stock
                    which from time to time are owned by holders of Voting Stock
                    who are not Interested Stockholders bear to all shares of
                    Voting Stock outstanding at such respective times (with a
                    Disinterested Director to occupy any resulting fractional
                    Board position);

                              (B) within the two years prior to the Announcement
                    Date except as approved by a majority of the Disinterested
                    Directors, there shall have been no failure to declare and
                    pay at the regular dates therefor the full amount of any
                    dividends (whether or not cumulative) payable on the
                    outstanding Preferred Stock or class or series of stock
                    having a preference over the Common Stock as to dividends or
                    upon liquidation;

                              (C) within the two years prior to the Announcement
                    Date there shall have been (I) no reduction in the annual
                    rate of dividends paid on the Common Stock (except as
                    necessary to reflect any subdivision of the Common Stock),
                    except


                                       -7-
<PAGE>
                    as approved by a majority of the Disinterested Directors,
                    and (II) an increase in such annual rate of dividends (as
                    necessary to prevent any such reduction) in the event of any
                    reclassification (including any reverse stock split),
                    recapitalization, reorganization or any similar transaction
                    that has the effect of reducing the number of outstanding
                    shares of the Common Stock, unless the failure so to
                    increase such annual rate is approved by a majority of the
                    Disinterested Directors; and

                              (D) such Interested Stockholder shall not have
                    become the beneficial owner of any additional shares of
                    Voting Stock or securities convertible into or exchangeable
                    for Voting Stock, except as part of the transaction that
                    resulted in such Interested Stockholder becoming an
                    Interested Stockholder;

                         (v) after such Interested Stockholder has become an
               Interested Stockholder, such Interested Stockholder shall not
               have (A) received the benefit, directly or indirectly (except
               proportionately as a stockholder and except in the ordinary
               course of business or as part of a supplier/customer
               relationship), of any loans, advances, guarantees, pledges or
               other financial assistance or any tax credits or other tax
               advantages provided by the Corporation, whether in anticipation
               of or in connection with such Business Combination or otherwise,
               (B) made any major change in the Corporation's business or equity
               capital structure without the unanimous approval of the
               Disinterested Directors, or (C) used any asset of the Corporation
               as collateral, or compensating balances, directly or indirectly,
               for any obligation of such Interested Stockholder; and

                         (vi) a proxy or information statement describing the
               proposed Business Combination and complying with the requirements
               of the Securities Exchange Act of 1934 and the rules and
               regulations thereunder (or any subsequent provisions replacing
               such Act, rules or regulations) shall be mailed to public
               stockholders of the Corporation at least 30 days prior to the
               consummation of such Business Combination (whether or not such
               proxy or information statement is required to be mailed pursuant
               to such Act or subsequent provisions). Such proxy statement shall
               contain:

                              (A) at the front thereof, in a prominent place,
                    any recommendations as to the advisability (or
                    inadvisability) of the Business Combination which the
                    Disinterested Directors, or any of them, may have furnished
                    in writing; and

                              (B) if deemed advisable by a majority of the
                    Disinterested Directors, an opinion of a reputable
                    investment banking or appraisal firm as to the fairness (or
                    lack of fairness) of


                                       -8-
<PAGE>
                    the terms of such Business Combination, from the point of
                    view of holders of shares of Voting Stock who are not
                    Interested Shareholders (such investment banking or
                    appraisal firm to be selected by a majority of the
                    Disinterested Directors, to be a firm which has not
                    previously been associated with or rendered services to or
                    acted as manager of an underwriting or as agent for an
                    Interested Stockholder, to be furnished with all information
                    it reasonably requests and to be paid a reasonable fee for
                    its services upon receipt by the Corporation of such
                    opinion).

               (4) For purposes of this Article EIGHTH:

                    (a) A "person" shall mean any individual, firm, corporation,
          partnership, trust or other entity.

                    (b) "Interested Stockholder" shall mean any person (other
          than the Corporation or any Subsidiary; and other than any profit
          sharing, employee stock ownership, or any other employee benefit plan
          of the Corporation or any Subsidiary, or any trustee of or fiduciary
          with respect to any such plan when acting in such capacity) who or
          that:

                         (i) is the beneficial owner, directly or indirectly, of
               10% or more of the combined voting power of the then outstanding
               Voting Stock; or

                         (ii) is an Affiliate of the Corporation and at any time
               within the two-year period immediately prior to the date in
               question was the beneficial owner, directly or indirectly, of 10%
               or more of the combined voting power of the then outstanding
               Voting Stock; or

                         (iii) is an assignee of or has otherwise succeeded to
               the beneficial ownership of any shares of Voting Stock that were
               at any time within the two-year period immediately prior to the
               date in question beneficially owned by an Interested Stockholder,
               if such assignment or succession shall have occurred in the
               course of a transaction or series of transactions not involving a
               public offering within the meaning of the Securities Act of 1933.

                    (c) A person shall be a "beneficial owner" of any Voting
          Stock:

                         (i) that such person or any of its Affiliates or
               Associates beneficially owns, directly or indirectly; or

                         (ii) that such person or any of its Affiliates or
               Associates has (A) the right to acquire (whether such right is
               exercisable immediately or only after the passage of time),
               pursuant to any agreement, arrangement or understanding or upon
               the exercise of conversion rights,


                                       -9-
<PAGE>
               exchange rights, warrants or options, or otherwise, or (B) the
               right to vote or to direct the vote pursuant to any agreement,
               arrangement or understanding; or

                         (iii) that is beneficially owned, directly or
               indirectly, by any other person with which such person or any of
               its Affiliates or Associates has any agreement, arrangement or
               understanding for the purposes of acquiring, holding, voting or
               disposing of any shares of Voting Stock.

                    (d) For the purposes of determining whether a person is an
          Interested Stockholder pursuant to paragraph (b) of this clause (4),
          the number of shares of Voting Stock deemed to be outstanding shall
          include all shares deemed owned by such person through application of
          paragraph (c) of this clause (4) but shall not include any other
          shares of Voting Stock that may be issuable to other persons upon
          exercise of conversion rights, exchange rights, warrants or options,
          or otherwise.

                    (e) "Affiliate" and "Associate" shall have the respective
          meanings ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Securities Exchange Act of 1934, as in effect on
          the date hereof.

                    (f) "Subsidiary" shall mean any corporation a majority of
          whose outstanding stock having ordinary voting power in the election
          of directors is owned by the Corporation, by a Subsidiary or by the
          Corporation and one or more Subsidiaries; provided, however, that for
          the purposes of the definition of Interested Stockholder set forth in
          paragraph (b) of this clause (4), the term "Subsidiary" shall mean
          only a corporation of which a majority of each class of equity
          security is owned by the Corporation, by a Subsidiary or by the
          Corporation and one or more Subsidiaries.

                    (g) "Disinterested Director" means any member of the Board
          of Directors of the Corporation who (1) is unaffiliated with, and not
          a nominee of, the Interested Stockholder proposing to engage in the
          Business Combination, and any successor of a Disinterested Director
          who is unaffiliated with, and not a nominee of, such Interested
          Stockholder and is recommended to succeed a Disinterested Director by
          a majority of Disinterested Directors then on the Board of Directors
          and (2) is not an employee of the Corporation.

                    (h) "Fair Market Value" means: (1) in the case of stock, the
          highest closing sale price during the 30-day period immediately
          preceding the date in question of a share of such stock on the New
          York Stock Exchange Composite Tape, or, if such stock is not quoted on
          the Composite Tape, on the New York Stock Exchange, or, if such stock
          is not listed on such Exchange, on the principal United States
          national securities exchange registered under the Securities Exchange
          Act of 1934 on which such stock is listed, or, if such stock is


                                      -10-
<PAGE>
          not listed on any such exchange, the highest closing sale price or bid
          quotation with respect to a share of such stock during the 30-day
          period immediately preceding the date in question on the National
          Association of Securities Dealers, Inc. Automated Quotations System or
          any system then in use, or, if no such prices or quotations are
          available, the fair market value on the date in question of a share of
          such stock as determined by a majority of the Disinterested Directors
          in good faith; and (2) in the case of property other than cash or
          stock, the fair market value of such property on the date in question
          as determined by a majority of the Disinterested Directors in good
          faith.

                    (i) "Announcement Date" means the date of first public
          announcement of the proposal of the Business Combination.

                    (j) "Determination Date" means the date on which the
          Interested Stockholder became an Interested Stockholder.

               (5) A majority of the Disinterested Directors of the Corporation
shall have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance with
this Article EIGHTH, including, without limitation, (a) whether a person is an
Interested Stockholder, (b) the number of shares of Voting Stock beneficially
owned by any person, (c) whether a person is an Affiliate or Associate of
another person, (d) whether a person has an agreement, arrangement or
understanding with another as to the matters referred to in paragraphs (c)(ii)
and (iii) of clause (4), (e) whether the assets subject to any Business
Combination have an aggregate fair market value of $1,000,000 or more, and (f)
whether the requirements of clause (3) of this Article EIGHTH have been met with
respect to any Business Combination; and the good faith determination of a
majority of the Disinterested Directors on such matters shall be conclusive and
binding for all purposes of this Article EIGHTH.

               (6) Notwithstanding any other provision of this Restated
Certificate of Incorporation or any other provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
Corporation required by law, this Restated Certificate of Incorporation or any
designation of Preferred Stock, the affirmative vote of the holders of at least
66-2/3% of the combined voting power of the Corporation's outstanding voting
securities, voting together as a single class, shall be required to alter, amend
or repeal this Article EIGHTH.

          NINTH. A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitations on personal liability provided herein, shall be limited to the
fullest extent permitted


                                      -11-
<PAGE>
by the amended General Corporation Law of the State of Delaware. Any repeal or
modification of this paragraph by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.

          TENTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.


                                      -12-
<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this Restated
Certificate of Incorporation to be signed this 16th day of August, 2005.


                                     CENTURY ALUMINUM COMPANY


                                     By: /s/ Gerald J. Kitchen
                                         ---------------------------------
                                         Name:  Gerald J. Kitchen
                                         Title: Executive Vice President,
                                                General Counsel, Chief
                                                Administrative Officer and
                                                Secretary



                                      -13-
<PAGE>


                 Annex to Restated Certificate of Incorporation
                 ----------------------------------------------
                          of Century Aluminum Company
                          ---------------------------

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                  8% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
                            CENTURY ALUMINUM COMPANY

     SECTION 1. Designation, Amount and Par Value. The series of Preferred Stock
shall be designated as the 8% Cumulative Convertible Preferred Stock (the
"Preferred Stock"), and the number of shares so designated shall be 500,000. The
par value of each share of Preferred Stock shall be $0.01. Each share of
Preferred Stock shall have a stated value of $50.00 per share (the "Stated
Value").

     SECTION 2. Dividends.

          (a) Holders of Preferred Stock shall be entitled to receive and the
Company shall pay, when, as and if declared by the Board of Directors out of
funds legally available therefor, cumulative cash dividends at the rate per
share (as a percentage of the Stated Value per share) equal to 8% per annum,
payable quarterly in arrears on each March 31, June 30, September 30 and
December 31 (each, a "Dividend Payment Date") and on the Conversion Date (as
hereinafter defined). Dividends on the Preferred Stock shall accrue daily
commencing on the Original Issue Date (as defined in Section 7) and shall be
deemed to accrue whether or not earned or declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends. The person that is shown on the Company's records as the holder of
the Preferred Stock on an applicable record date (the "Holder") for any dividend
payment will be entitled to receive such dividend payment and any other accrued
and unpaid dividends which accrued prior to such Dividend Payment Date, without
regard to any sale or disposition of such Preferred Stock subsequent to the
applicable record date but prior to the applicable Dividend Payment Date. Except
as otherwise provided herein, if at any time the Company pays less than the
total amount of dividends then accrued on the Preferred Stock, such payment
shall be distributed ratably among the Holders of the Preferred Stock based upon
the number of shares held by each Holder.

          (b) So long as any Preferred Stock shall remain outstanding, unless
all accrued dividends payable on the Preferred Stock for all prior Dividend
Payment Dates shall have been paid, neither the Company nor any subsidiary
thereof shall redeem, purchase or otherwise acquire, directly or indirectly, any
Common Stock (as defined in Section 5) or any shares of any other capital stock
of the Company, ranking junior to the Preferred Stock in respect of dividends or
liquidation preference, except the repurchase of shares of capital stock of the
Company held by officers, directors or employees or former officers, directors
or employees (or their estates or beneficiaries), upon death, disability,
retirement, severance or termination of employment, or in order to satisfy tax
withholding obligations of such persons upon the exercise of options or the
vesting of performance shares or pursuant to any agreement under which such
shares were issued, nor shall the Company directly or indirectly pay or declare
any cash dividend or make any cash distribution (other than a dividend or
distribution described in Section 5) upon, nor shall any cash distribution be
made in respect of, any Common Stock or any other capital stock of the Company
ranking junior to the Preferred Stock in respect of dividends or liquidation
preference, nor shall any monies be set aside for or applied to the purchase or
redemption (through a sinking fund or otherwise) of any Common Stock or any
shares of any other capital
<PAGE>
stock of the Company, ranking junior to the Preferred Stock in respect of
dividends or liquidation preference, except as described above.

     SECTION 3. Voting Rights. Except as otherwise provided herein and as
otherwise provided by law, the Preferred Stock shall have no voting rights. So
long as any shares of Preferred Stock are outstanding, the Company shall not,
without the affirmative vote of the Holders of a majority of the shares of
Preferred Stock then outstanding, (i) alter or change adversely the powers,
preferences or rights given to the Preferred Stock, through an amendment to the
Company's Certificate of Incorporation or otherwise, (ii) authorize or create
any class of stock ranking as to dividends or distribution of assets upon a
Liquidation (as defined below) senior to, prior to or pari passu with the
Preferred Stock, or (iii) reorganize or reclassify the capital stock of the
Company or merge or consolidate with or into any other company or entity.

     SECTION 4. Liquidation. Upon any liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of
shares of Preferred Stock shall be entitled to receive out of the assets of the
Company, whether such assets are capital or surplus, for each share of Preferred
Stock an amount equal to the Stated Value, plus an amount equal to the then
accrued but unpaid dividends per share, whether declared or not, but without
interest ("Liquidation Preference"), before any distribution or payment shall be
made to the holders of Common Stock or any other capital stock of the Company
junior in respect of distribution of assets, and if the assets of the Company
shall be insufficient to pay in full such amounts, then the entire assets to be
distributed shall be distributed among the Holders of Preferred Stock ratably in
accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full. A sale, conveyance or disposition
of all or substantially all of the assets of the Company, other than to a
domestic subsidiary of the Company, shall be deemed a Liquidation; however, a
consolidation or merger of the Company with or into any other company or
companies shall not be treated as a Liquidation, but instead shall be subject to
the provisions of Section 5. The Company shall mail written notice of any such
Liquidation, not less than 30 days prior to the payment date stated therein, to
each record Holder of Preferred Stock.

     SECTION 5. Conversion.

          (a) Right to Convert. Each Holder of the Preferred Stock shall have
the right at any time and from time to time, at the option of such Holder, to
convert any or all Preferred Stock held by such Holder, into such number of
fully paid, validly issued and nonassessable shares of common stock, par value
$0.01 per share, of the Company ("Common Stock"), free and clear of any liens,
claims or encumbrances created by the Company, as is determined by dividing (i)
the Liquidation Preference times the number of shares of Preferred Stock being
converted ("Conversion Amount"), by (ii) the applicable Conversion Price
(determined as hereinafter provided) in effect on the Conversion Date.
immediately following such conversion, the rights of the Holders of converted
Preferred Stock shall cease and the persons entitled to receive the Common Stock
upon the conversion of Preferred Stock shall be treated for all purposes as then
having become the owners of such Common Stock. The right to convert any shares
of Preferred Stock called for redemption under Section 6 shall continue until
and shall expire at 4:30 New York time on the last business day prior to the
redemption date. Any conversion of Preferred Stock by any Holder shall be of a
minimum number of 1,000 shares of Preferred Stock, except in the event that any
Holder holds less than 1,000 shares of


                                      -2-
<PAGE>
Preferred Stock, in which case, all such shares held by such Holder may be
converted.

          (b) Mechanics of Conversion. To convert Preferred Stock into Common
Stock, the Holder shall give written notice ("Conversion Notice") to the Company
(which Conversion Notice may be given by facsimile transmission no later than
the Conversion Date) stating that such Holder elects to convert the same and
shall state therein the number of shares of Preferred Stock to be converted and
the name or names in which such holder wishes the certificate or certificates
for Common Stock to be issued (the conversion date specified in such Conversion
Notice shall be referred to herein as the "Conversion Date"). As soon as
possible after delivery of the Conversion Notice, such Holder shall surrender
the certificate or certificates representing the Preferred Stock being
converted, duly endorsed, at the office of the Company or, if identified in
writing to all the Holders by the Company, at the offices of any transfer agent
for the Preferred Stock. The Company shall, upon receipt of such Conversion
Notice, issue and deliver to or upon the order of such Holder, against delivery
of the certificates representing the Preferred Stock which have been converted,
a certificate or certificates for the number of shares of Common Stock to which
such Holder shall be entitled (with the number of and denomination of such
certificates designated by such Holder), and the Company shall immediately issue
and deliver to such Holder a certificate or certificates for the number of
shares of Preferred Stock (including any fractional shares) which such Holder
has not yet elected to convert hereunder but which are evidenced in part by the
certificate(s) delivered to the Company in connection with such Conversion
Notice. The Company shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless certificates
evidencing such shares of the Preferred Stock being converted are either
delivered to the Company or its transfer agent or the Holder notifies the
Company or any such transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement reasonably satisfactory to the Company to
indemnify the Company from any loss incurred by it in connection therewith. In
lieu of delivering physical certificates representing the Common Stock issuable
upon conversion of Preferred Stock, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of the Holder, the Company shall use its best
efforts to cause its transfer agent to electronically transmit the Common Stock
issuable upon conversion to the Holder, by crediting the account of the Holder's
prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC")
system. The parties agree to coordinate with DTC to accomplish this objective.
The conversion pursuant to this Section 5 shall be deemed to have been made
immediately prior to the close of business on the Conversion Date. The person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at the close of business on the Conversion Date. The Company's obligation to
issue Common Stock upon conversion of Preferred Stock shall, except with respect
to the Holder's compliance with the notice and delivery requirements set forth
above in this Section 5(b), be absolute, is independent of any covenant of the
Holder of Preferred Stock, and shall not be subject to: (i) any offset or
defense, or (ii) any claims against the Holders of Preferred Stock whether
pursuant to this Certificate of Designation, the Purchase Agreement (as defined
in Section 7) or otherwise. In the event that the Company disputes the Holder's
computation of the number of shares of Common Stock to be received, then the
Company shall deliver to the Holder the number of shares of Common Stock not in
dispute and shall seek to mutually agree with the Holder in good faith on the
correct number of shares to be received.


                                      -3-
<PAGE>
          (c) Determination of Conversion Price. The Conversion Price applicable
with respect to the Preferred Stock (the "Conversion Price"), subject to the
adjustments set forth below, shall be $17.92 per share.

          (d) Stock Splits; Dividends; Adjustments.

               (i) If the Company, at any time while the Preferred Stock is
     outstanding shall, (A) pay a stock dividend or otherwise make a
     distribution or distributions on any equity securities (including
     instruments or securities convertible into or exchangeable for such equity
     securities) in shares of Common Stock, (B) subdivide outstanding Common
     Stock into a larger number of shares, or (C) combine outstanding Common
     Stock into a smaller number of shares, then the Conversion Price shall be
     multiplied by a fraction, the numerator of which shall be the number of
     shares of Common Stock outstanding immediately before such event and the
     denominator of which shall be the number of shares of Common Stock
     outstanding immediately after such event. Any adjustment made pursuant to
     this Section 5(d)(i) shall become effective immediately after the record
     date for the determination of stockholders entitled to receive such
     dividend or distribution and shall become effective immediately after the
     effective date in the case of a subdivision or combination.

               (ii) In the event that the Company issues or sells any Common
     Stock or securities which are convertible into or exchangeable for its
     Common Stock (other than the Preferred Stock), or any warrants or other
     rights to subscribe for or to purchase or any options for the purchase of
     its Common Stock ("Convertible Securities") (other than shares or options
     issued or which may be issued pursuant to (A) the Company's current or
     future employee or director stock incentive or option plans or shares
     issued upon exercise of options, warrants or rights or upon the vesting of
     performance shares outstanding on the date of the Purchase Agreement and
     listed in the Company's most recent periodic report filed under the
     Securities Exchange Act of 1934, as amended, (B) arrangements with the
     Holders of Preferred Stock, or (C) upon the conversion of the Preferred
     Stock) ("Exempted Issuances") at an effective purchase price per share
     which is less than the Per Share Market Value (as defined in Section 7) of
     the Common Stock on the Trading Day next preceding such issue or sale or,
     in the case of issuances to holders of its Common Stock, the record date
     fixed for the determination of stockholders entitled to receive Common
     Stock or Convertible Securities (the "Fair Market Price"), the Conversion
     Price in effect immediately prior to such issue or sale or record date, as
     applicable, shall be reduced effective concurrently with such issue or sale
     to an amount determined by multiplying the Conversion Price then in effect
     by a fraction, (1) the numerator of which shall be the sum of (x) the
     number of shares of Common Stock outstanding immediately prior to such
     issue or sale and (y) the number of shares of Common Stock which the
     aggregate consideration received by the Company for such additional shares
     would purchase at the Fair Market Price, and (2) the denominator of which
     shall be the number of shares of Common Stock and Convertible Securities of
     the Company outstanding immediately after such issue or sale. For the
     purposes of the foregoing adjustment, shares of Common Stock owned by or
     held on account of the Company or any subsidiary shall not be deemed
     outstanding for the purpose of any such computation. In addition, for the
     purposes of the foregoing adjustment, in the case of the


                                      -4-
<PAGE>
     issuance of any Convertible Securities, the maximum number of shares of
     Common Stock issuable upon exercise, exchange or conversion of such
     Convertible Securities shall be deemed to be outstanding, and the aggregate
     consideration received by the Company for the issuance or sale of such
     Convertible Securities shall be deemed to include any consideration that
     would be received by the Company in connection with the exercise, exchange
     or conversion of such Convertible Securities, provided that no further
     adjustment shall be made upon the actual issuance of Common Stock upon
     exercise, exchange or conversion of such Convertible Securities. However,
     upon the expiration of any right or warrant to purchase Common Stock the
     issuance of which resulted in an adjustment in the Conversion Price
     designated in Section 5(c) pursuant to this Section 5(d)(ii), if any such
     right or warrant shall expire and shall not have been exercised, the
     Conversion Price designated in Section 5(c) shall immediately upon such
     expiration be recomputed and effective immediately upon such expiration be
     increased to the price which it would have been (but reflecting any other
     adjustments in the Conversion Price made pursuant to the provisions of this
     Section 5 after the issuance of such rights or warrants) had the adjustment
     of the Conversion Price made upon the issuance of such rights or warrants
     been made on the basis of offering for subscription or purchase only that
     number of shares of Common Stock actually purchased upon the exercise of
     such rights or warrants actually exercised.

               (iii) If the Company, at any time while the Preferred Stock is
     outstanding, shall distribute to all holders of Common Stock evidence of
     its indebtedness or assets or cash (other than ordinary cash dividends) or
     rights or warrants to subscribe for or purchase any security of the Company
     or any of its subsidiaries (excluding those referred to in Sections 5(d)(i)
     or 5(d)(ii) above), then concurrently with such distributions to holders of
     Common Stock, the Company shall distribute to Holders of the Preferred
     Stock, the amount of such indebtedness, assets, cash or rights or warrants
     which the Holders of Preferred Stock would have received had they converted
     all their Preferred Stock into Common Stock immediately prior to the record
     date for such distribution.

               (iv) All calculations under this Section 5 shall be made to the
     nearest cent or the nearest 1/100th of a share, as the case may be.

               (v) Whenever the Conversion Price is adjusted pursuant to this
     Section 5(d), the Company shall promptly mail to each Holder of Preferred
     Stock a notice setting forth the Conversion Price after such adjustment and
     setting forth a brief statement of the facts requiring such adjustment.

               (vi) No adjustment in the Conversion Price shall reduce the
     Conversion Price below the then par value of the Common Stock.

               (vii) The Company from time to time may reduce the Conversion
     Price by any amount for any period of time if the period is at least 20
     Trading Days and if the reduction is irrevocable during the period.
     Whenever the Conversion Price is reduced, the Company shall mail to the
     Holders of Preferred Stock a notice of the reduction. The Company shall
     mail, first class, postage prepaid, the notice at least 15 days before the
     date the reduced Conversion Price takes effect. The notice shall state the
     reduced


                                      -5-
<PAGE>
     Conversion Price and the period it will be in effect. A reduction of the
     Conversion Price does not change or adjust the Conversion Price otherwise
     in effect for purposes of Section 5(d)(i), (ii), or (iii).

               (viii) If:

                    A. In the event of any taking by the Company of a record
          date of the holders of any class of securities for the purpose of
          determining the holders thereof who are entitled to receive any
          dividend or other distribution, any security or right convertible into
          or entitling the holder thereof to receive additional shares of Common
          Stock, or any right to subscribe for, purchase or otherwise acquire
          any shares of stock of any class or any other securities or property,
          or to receive any other right; or

                    B. The Company shall declare a special nonrecurring cash
          dividend on or a redemption of its Common Stock; or

                    C. The approval of any stockholders of the Company shall be
          required in connection with any reclassification of the Common Stock
          of the Company (other than a subdivision or combination of the
          outstanding shares of Common Stock), any consolidation or merger to
          which the Company is a party, any sale or transfer of all or
          substantially all of the assets of the Company, or any compulsory
          share exchange whereby the Common Stock is converted into other
          securities, cash or property; or

                    D. The Company shall authorize the voluntary or involuntary
          dissolution, liquidation or winding-up of the affairs of the Company;

          then the Company shall cause to be filed at each office or agency
          maintained for the purpose of conversion of Preferred Stock, and shall
          cause to be mailed to the Holders of Preferred Stock at their last
          addresses as they shall appear upon the stock books of the Company, at
          least 15 calendar days prior to the applicable record or effective
          date hereinafter specified, a notice stating (x) the date on which a
          record is to be taken for the purpose of such dividend, distribution,
          redemption, rights or warrants, or if a record is not to be taken, the
          date as of which the holders of Common Stock of record to be entitled
          to such dividend, distributions, redemption, rights or warrants are to
          be determined, or (y) the date on which such reclassification,
          consolidation, merger, sale, transfer, share exchange, dissolution,
          liquidation or winding-up is expected to become effective, and the
          date as of which it is expected that holders of Common Stock of record
          shall be entitled to exchange their shares of Common Stock for
          securities or other property deliverable upon such reclassification,
          consolidation, merger, sale, transfer, share exchange, dissolution,
          liquidation or winding-up; provided, however, that the failure to mail
          such notice or any defect therein or in the mailing thereof shall not
          affect the validity of the corporate action required to be specified
          in such notice.


                                      -6-
<PAGE>
          (e) Reorganization, Merger or Going Private. In case of any
reorganization or reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another person, any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property or a "going private" transaction under Rule
13e-3 promulgated pursuant to the Exchange Act, the Holders of the Preferred
Stock then outstanding shall be deemed to have converted their Preferred Stock
into Common Stock immediately prior to such reorganization, reclassification,
consolidation, merger, or share exchange and shall have the right thereafter to
convert such shares only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reorganization, reclassification, consolidation, merger or share
exchange, and the Holders of the Preferred Stock shall be entitled upon such
event to receive such amount of securities or property as the shares of the
Common Stock of the Company into which such shares of Preferred Stock could have
been converted immediately prior to such reorganization, reclassification,
consolidation, merger or share exchange would have been entitled. The terms of
any such reorganization, reclassification, consolidation, merger or share
exchange shall include such terms so as to continue to give to the Holder of
Preferred Stock the right to receive the securities or property set forth in
this Section 5(e) upon any conversion following such reorganization,
reclassification, consolidation, merger or share exchange. This provision shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, or share exchanges.

          (f) Other Actions. The Company will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company and will at all times in good faith assist in the
carrying out of all of the provisions of this Section 5 and in the taking of all
action as may be necessary or appropriate in order to protect the conversion
rights of the Holders of the Preferred Stock against impairment.

          (g) Reservation of Shares. The Company covenants that it will at all
times reserve and keep available out of its authorized and unissued Common Stock
solely for the purpose of issuance upon conversion of Preferred Stock as herein
provided, free from preemptive rights or any other contingent purchase rights of
persons other than the Holders of Preferred Stock, such number of shares of
Common Stock as shall be issuable (taking into account the adjustments of
Section 5(d) hereof) upon the conversion of all outstanding shares of Preferred
Stock. The Company covenants that all shares of Common Stock that shall be so
issuable shall, upon issue, be duly and validly authorized, issued and fully
paid and nonassessable. The Company promptly will take such corporate action as
may, in the opinion of its counsel, which may be an employee of the Company, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose, including without
limitation engaging in best efforts to obtain the requisite stockholder
approval.

          (h) Fractional Shares. Upon a conversion hereunder the Company shall
not be required to issue stock certificates representing fractions of shares of
Common Stock, but may if otherwise permitted by applicable law make a cash
payment in respect of any final fraction of a share based on the Per Share
Market Value at such time. If the Company elects not, or is unable, to make such
a cash payment, the Holder of a share of Preferred Stock shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.


                                      -7-
<PAGE>
          (i) Taxes. The issuance of certificates for shares of Common Stock on
conversion of Preferred Stock shall be made without charge to the Holders
thereof for any documentary, stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such shares of Preferred
Stock so converted and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

          (j) Status of Converted or Redeemed Shares. Shares of Preferred Stock
converted into Common Stock or redeemed shall be canceled and shall have the
status of authorized but unissued shares of Preferred Stock.

          (k) Giving of Notice. Each Conversion Notice shall be given (i) by
facsimile and by mail, postage prepaid, addressed to the attention of the Chief
Financial Officer of the Company at the facsimile telephone number and address
of the principal place of business of the Company, (ii) by overnight courier or
(iii) by hand. Any such notice shall be deemed given and effective upon the
earliest to occur of (1)(a) if such Conversion Notice is delivered via facsimile
prior to 4:30 p.m. (local time in New York, NY) on any date, such date or such
later date as is specified in the Conversion Notice, and (b) if such Conversion
Notice is delivered via facsimile after 4:30 p.m. (local time in New York, NY)
on any date, the next date or such later date as is specified in the Conversion
Notice, (2) if such Conversion Notice is delivered by overnight courier, two
business days after delivery to a nationally recognized overnight courier
service or (3) if such Conversion Notice is delivered by hand, upon actual
receipt.

     SECTION 6. Redemption. The Company may, at the option of the Board of
Directors, redeem all or any part of the outstanding Preferred Stock at any time
after the third anniversary of the Original Issue Date, by paying for each share
so redeemed the redemption prices listed below, together with an amount equal to
all cumulative dividends accrued and unpaid thereon to the date fixed for
redemption, provided that notice of redemption is sent by certified mail to the
Holders of the Preferred Stock to be redeemed at least 40 but not more than 60
days prior to the date of redemption specified in such notice, addressed to each
such Holder at his/her address as it appears in the records of the Company. On
or after the redemption date, each Holder of shares of Preferred Stock to be
redeemed shall present and surrender his/her certificate or certificates for
such shares to the Company at the place designated in such notice and thereupon
the redemption price of such shares shall be paid to or to the order of the
person whose name appears on such certificate or certificates as the owner
thereon and each surrendered certificate shall be cancelled. In case less than
all the shares represented by any such certificates are redeemed, a certificate
shall be issued representing the unredeemed shares. From and after the
redemption date (unless default shall be made by the Company in payment of the
redemption price) all dividends on the shares of Preferred Stock designated for
redemption in such notice shall cease to accrue, and all rights of the Holders
thereof as stockholders of the Company, except the right to receive the
redemption price thereof upon the surrender of certificates representing the
same, without interest, shall cease and terminate and such shares shall not
thereafter be transferred (except with the consent of the Company) on the books
of the Company, and such shares shall


                                      -8-
<PAGE>
not be deemed to be outstanding for any purpose whatsoever. At its election, the
Company prior to the redemption date may deposit the redemption price of the
shares of Preferred Stock so called for redemption in trust for the Holders
thereof with a bank or trust company (having a capital and surplus of not less
than $500,000,000) in which case such notice to Holders of the Preferred Stock
to be redeemed shall state the date of such deposit, shall specify the office of
such bank or trust company as the place of payment of the redemption price, and
shall call upon such Holders to surrender the certificates representing such
shares at such price on or after the date fixed in such redemption notice (which
shall not be later than the redemption date) against payment of the redemption
price. From and after the making of such deposit, the shares of Preferred Stock
so designated for redemption shall not be deemed to be outstanding for any
purpose whatsoever, and the rights of the Holders of such shares shall be
limited to the right to receive the redemption price of such shares, without
interest, upon surrender of the certificates representing the same to the
Company at said office of such bank and trust company, and the right of
conversion (on or before the close of business on the last business day prior to
the date fixed for redemption) herein provided. Any funds so deposited which
shall not be required for such redemption because of the exercise of such right
of conversion after the date of such deposit shall be returned to the Company.
Any interest accrued on such funds shall be paid to the Company from time to
time. Any moneys so deposited which shall remain unclaimed by the Holders of
such Preferred Stock at the end of three years after the redemption date shall
be returned by such bank or trust company to the Company after which the Holders
of the Preferred Stock shall look only to the Company for payment of the
redemption price. In the event that less than all the outstanding shares of
Preferred Stock are to be redeemed at one time, the shares so to be redeemed
shall be redeemed pro rata. The prices at which each share of Preferred Stock
may be redeemed during the periods set forth below are as follows:

     Prior to the third anniversary of the Original Issue Date: No right to
redeem.

<TABLE>
<S>                                        <C>
     After the third anniversary of the    $52.00 together with an amount equal
     Original Issue Date but before the    to all cumulative dividends accrued
     fourth anniversary of the Original    and unpaid thereon to the date of
     Issue Date:                           redemption.

     After the fourth anniversary of the   $51.60 together with an amount equal
     Original Issue Date but before the    to all cumulative dividends accrued
     fifth anniversary of the Original     and unpaid thereon to the date of
     Issue Date:                           redemption.

     After the fifth anniversary of the    $51.20 together with an amount equal
     Original Issue Date but before the    to all cumulative dividends accrued
     sixth anniversary of the Original     and unpaid thereon to the date of
     Issue Date:                           redemption.

     After the sixth anniversary of the    $50.80 together with an amount equal
     Original Issue Date but before the    to all cumulative dividends accrued
     seventh anniversary of the Original   and unpaid thereon to the date of
     Issue Date:                           redemption.

     After the seventh anniversary of      $50.40 together with an amount equal
     the Original Issue Date but before    to all cumulative dividends accrued
     the eighth anniversary of the         and unpaid thereon to the date of
     Original Issue Date:                  redemption.
</TABLE>


                                      -9-
<PAGE>
     After the eighth anniversary of the   $50.00 together with an amount equal
     Original Issue Date:                  to all cumulative dividends accrued
                                           and unpaid thereon to the date of
                                           redemption.

     SECTION 7. Definitions. For the purposes hereof, the following terms shall
have the following meanings:

          "Original Issue Date" shall mean the date of the first issuance of any
shares of Preferred Stock regardless of the number of transfers of any
particular shares of Preferred Stock and regardless of the number of
certificates which may be issued to evidence such Preferred Stock.

          "Per Share Market Value" means on any particular date (a) the closing
sales price per share of the Common Stock on such date on The Nasdaq Stock
Market or if the Common Stock is not listed on The Nasdaq Stock Market, on such
other stock exchange on which the Common Stock has been listed or if there is no
such price on such date, then the closing sales price on such exchange on the
date nearest preceding such date, or (b) if the Common Stock is not listed on
The Nasdaq Stock Market or any stock exchange, the closing sales price for a
share of Common Stock in the over-the-counter market, as reported by the NASD at
the close of business on such date, or (c) if the Common Stock is not quoted on
the NASD, the closing sales price for a share of Common Stock in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), or (d) if the Common Stock is no longer publicly traded the
fair market value of a share of Common Stock as determined by a nationally
recognized or major regional investment banking firm or firm of independent
certified public accountants of recognized standing (which may be the firm that
regularly examines the financial statements of the Company)(an "Appraiser")
selected in good faith by the Holders of a majority of the shares of the
Preferred Stock; provided, however, that the Company, after receipt of the
determination by such Appraiser, shall have the right to select an additional
Appraiser, in which case the fair market value shall be equal to the average of
the determinations by each such Appraiser.

          "Purchase Agreement" means the Cumulative Convertible Preferred Stock
Purchase Agreement, dated as of the Original Issue Date, between the Company and
the original Holder of the Preferred Stock.

          "Trading Day" means (a) a day on which the Common Stock is traded on
The Nasdaq Stock Market or principal stock exchange on which the Common Stock is
then listed. or (b) if the Common Stock is not listed on The Nasdaq Stock Market
or any stock exchange, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the NASD, or (c) if the Common Stock is
not quoted on The Nasdaq Stock Market, a day on which the Common Stock is quoted
in the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices).


                                      -10-