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                                                                     Exhibit 4.1

                                 XTO ENERGY INC.
                      RESTATED CERTIFICATE OF INCORPORATION

         XTO Energy Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

         1. The name of the Corporation is XTO Energy Inc. XTO Energy Inc. was
originally incorporated under the name Cross Timbers Oil Company, and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on October 9, 1990.

         2. Pursuant to Section 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this Corporation, as theretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation. This Restated Certificate of
Incorporation has been duly adopted in accordance with Section 245 of the
General Corporation Law of the State of Delaware.

         3. The text of the Certificate of Incorporation as heretofore amended
or supplemented is hereby restated and integrated to read in its entirety as
follows:

                                   ARTICLE ONE

         The name of the Corporation is XTO Energy Inc.

                                   ARTICLE TWO

         The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808, and the name of its registered agent at such address is
Corporation Service Company.

                                  ARTICLE THREE

         The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware ("Act").

                                  ARTICLE FOUR

         The Corporation shall have authority to issue two classes of stock, and
the total number authorized shall be two hundred fifty million (250,000,000)
shares of Common Stock of the par value of one cent ($.01) each, and twenty-five
million (25,000,000) shares of Preferred Stock of the par value of one cent
($.01) each. A description of the different classes of stock of the Corporation

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and a statement of the designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, in respect of each
class of such stock are as follows:

         1. Issuance in Class or Series. The Common Stock or Preferred Stock may
be issued from time to time in one or more series, or either or both of the
Common or Preferred Stock may be divided into additional classes and such
classes into one or more series. The terms of a class or series, including all
rights and preferences, shall be as specified in the resolution or resolutions
adopted by the Board of Directors designating such class or series which
resolution or resolutions the Board of Directors is hereby expressly authorized
to adopt. Such resolution or resolutions with respect to a class or series shall
specify all or such of the rights or preferences of such class or series as the
Board of Directors shall determine, including, without limitation, any or all of
the following, if applicable: (a) the number of shares to constitute such class
or series and the distinctive designation thereof; (b) the dividend or manner
for determining the dividend payable with respect to the shares of such class or
series and the date or dates from which dividends shall accrue, whether such
dividends shall be cumulative, and, if cumulative, the date or dates from which
dividends shall accumulate and whether the shares in such class or series shall
be entitled to preference or priority over any other class or series of stock of
the Corporation with respect to payment of dividends; (c) the terms and
conditions, including price or a manner for determining the price, of
redemption, if any, of the shares of such class or series; (d) the terms and
conditions of a retirement or sinking fund, if any, for the purchase or
redemption of the shares of such class or series; (e) the amount which the
shares of such class or series shall be entitled to receive, if any, in the
event of any liquidation, dissolution or winding up of the Corporation and
whether such shares shall be entitled to a preference or priority over shares of
another class or series with respect to amounts received in connection with any
liquidation, dissolution or winding up of the Corporation; (f) whether the
shares of such class or series shall be convertible into, or exchangeable for,
shares of stock of any other class or classes, or any other series of the same
or any other class or classes of stock, of the Corporation and the terms and
conditions of any such conversion or exchange; (g) the voting rights, if any, of
shares of stock of such class or series in addition to those granted herein, if
any; (h) the status as to reissuance or sale of shares of such class or series
redeemed, purchased or otherwise reacquired or surrendered to the Corporation on
conversion; (i) the conditions and restrictions, if any, on the payment of
dividends or on the making of other distributions on, or the purchase,
redemption or other acquisition by the Corporation or any subsidiary, of any
other class or series of stock of the Corporation ranking junior to such shares
as to dividends or upon liquidation; (j) the conditions, if any, on the creation
of indebtedness of the Corporation, or any subsidiary; and (k) such other
preferences, rights, restrictions and qualifications as the Board of Directors
may determine.

         All shares of the Common Stock shall rank equally and all shares of the
Preferred Stock shall rank equally, and be identical within their classes in all
respects regardless of series, except as to terms which may be specified by the
Board of Directors pursuant to the above provisions. All shares of any one
series of a class of Common or Preferred Stock shall be of equal rank and
identical in all respects, except that shares of any one series issued at
different times may differ as to the dates which dividends thereon shall accrue
and be cumulative.

                                       2

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         2. Other Provisions. Shares of Common Stock or Preferred Stock of any
class or series may be issued with such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative participating,
option or special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of Directors. Any
of the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such class or series of stock may be made
dependent upon facts ascertainable outside the resolution or resolutions of the
Board of Directors providing for the issue of such stock by the Board of
Directors, provided the manner in which such facts shall operate upon the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions or such class or series is clearly set forth in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors.

         3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors providing for the issuance of a
class or series of Common Stock or Preferred Stock, the Common Stock shall (a)
have the exclusive voting power of the Corporation; (b) entitle the holders
thereof to one vote per share at all meetings of the stockholders of the
Corporation; (c) entitle the holders to share ratably, without preference over
any other shares of the Corporation in all assets of the Corporation in the
event of any dissolution, liquidation or winding up of the Corporation; and (d)
entitle the record holders thereof on such record dates as are determined, from
time to time, by the Board of Directors to receive such dividends, if any, if,
as and when declared by the Board of Directors.

         4. Series A Junior Participating Preferred Stock. The voting and other
powers, preferences and relative, participating, optional or other rights, and
the qualifications, limitations and restrictions thereof, of the Corporation's
Series A Junior Participating Preferred Stock are set forth in Appendix A hereto
and are incorporated herein by reference.

                                  ARTICLE FIVE

         The Corporation is to have perpetual existence.

                                   ARTICLE SIX

         1. Number, Election and Term of Directors. The business and affairs of
the Corporation shall be managed by a Board of Directors, which, subject to the
rights of holders of shares of any class or series of Preferred Stock of the
Corporation then outstanding to elect additional directors under specified
circumstances, shall consist of not less than three nor more than twenty-one
persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from time to time
by either (i) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, or (ii) the affirmative vote of the
holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors voting
together as a single class. No decrease in the number of

                                       3

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directors constituting the Board of Directors shall shorten the term of any
incumbent director. Each director shall hold office until his successor is
elected and qualified.

         2. Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of directors shall be submitted to the
Board of Directors at least 120 days in advance of the scheduled date for the
next annual meeting of stockholders.

         3. Newly-Created Directorships and Vacancies. Subject to the rights of
the holders of any series of any Preferred Stock then outstanding, newly-created
directorships resulting from any increase in the authorized number of directors
and any vacancies in the Board of Directors resulting from the death,
resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the directors then in office even though
less than a quorum, or by a sole remaining director.

         4. Amendment, Repeal, etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or adopt any
provision inconsistent with or repeal this Article Six, or to alter, amend,
adopt any provision inconsistent with or repeal comparable sections of the
Bylaws of the Corporation provided, however, that the maximum number of
directors that the Corporation may have may be increased to more than twenty-one
by the vote of the holders of a majority or more of the shares of the
Corporation entitled to vote thereon.

         5. Amendment of Bylaws. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly authorized to
make, alter or repeal the Bylaws of the Corporation.

                                  ARTICLE SEVEN

         Subject to the rights of the holders of any series of Preferred Shares
then outstanding, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders unless all of the stockholders
entitled to vote thereon consent thereto in writing. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of 80% or more of the voting power of all the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to call a special meeting of
stockholders or to alter, amend, adopt any provision inconsistent with or repeal
this Article Seven, or to alter, amend, adopt any provision inconsistent with
comparable sections of the Bylaws.

                                  ARTICLE EIGHT

                                       4

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         The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its stock or
other securities, rights (the "Rights") entitling the holders thereof to
purchase from the Corporation shares of capital stock or other securities. The
times at which and the terms upon which the Rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence the Rights. The authority of the Board of Directors
with respect to the Rights shall include, but not be limited to, determination
of the following:

         (a) The initial purchase price per share of the capital stock or other
         securities of the Corporation to be purchased upon exercise of the
         Rights.

         (b) Provisions relating to the times at which and the circumstances
         under which the Rights may be exercised or sold or otherwise
         transferred, either together with or separately from, any other
         securities of the Corporation.

         (c) Provisions that adjust the number or exercise price of the Rights
         or amount or nature of the securities or other property receivable upon
         exercise of the Rights in the event of a combination, split or
         recapitalization of any capital stock of the Corporation, a change in
         ownership of the Corporation's securities or a reorganization, merger,
         consolidation, sale of assets or other occurrence relating to the
         Corporation or any capital stock of the Corporation, and provisions
         restricting the ability of the Corporation to enter into any such
         transaction absent an assumption by the other party or parties thereto
         of the obligations of the Corporation under such Rights.

         (d) Provisions that deny the holder of a specified percentage of the
         outstanding securities of the Corporation the right to exercise the
         Rights and/or cause the Rights held by such holder to become void.

         (e) Provisions that permit the Corporation to redeem the Rights.

         (f) The appointment of a Rights Agent with respect to the Rights.

                                  ARTICLE NINE

         The Corporation shall have the power to indemnify its present or former
directors, officers, employees and agents or any person who served or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted by the General Corporation Law of Delaware. Such
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled, under any bylaws, agreements, vote of stockholders or
disinterested directors, or otherwise.

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<PAGE>

                                   ARTICLE TEN

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages or 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 involved intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Act, or, (iv) for any transaction from which
the director derived an improper personal benefit.

         IN WITNESS WHEREOF, XTO Energy Inc. has caused this Restated
Certificate of Incorporation to be executed by its duly authorized officer on
this 22nd day of August, 2001.

                                 XTO ENERGY INC.


                                 By: /s/ FRANK G. McDONALD
                                     ---------------------
                                     Frank G. McDonald
                                     Vice President

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                                                                      Appendix A

                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                 XTO ENERGY INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

         XTO Energy Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:

         That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Second Restated Certificate of
Incorporation of the said Corporation, the said Board of Directors on August 25,
1998 adopted the following resolution creating a series of 70,000 shares of
Preferred Stock designated as "Series A Junior Participating Preferred Stock":

                  RESOLVED, that pursuant to the authority vested in the Board
         of Directors of this Corporation in accordance with the provisions of
         the Second Restated Certificate of Incorporation, a series of Preferred
         Stock, par value $.01 per share, of the Corporation be and hereby is
         created, and that the designation and number of shares thereof and the
         voting and other powers, preferences and relative, participating,
         optional or other rights of the shares of such series and the
         qualifications, limitations and restrictions thereof are as follows:

                  Series A Junior Participating Preferred Stock

         1.       Designation and Amount. There shall be a series of Preferred
Stock that shall be designated as "Series A Junior Participating Preferred
Stock," and the number of shares constituting such series shall be 70,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares
of Series A Junior Participating Preferred Stock to less than the number of
shares then issued and outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.

<PAGE>

          2.  Dividends and Distribution.

              (A) Subject to the prior and superior rights of the holders of any
shares of any class or series of stock of the Corporation ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with
respect to dividends, the holders of shares of Series A Junior Participating
Preferred Stock, in preference to the holders of shares of any class or series
of stock of the Corporation ranking junior to the Series A Junior Participating
Preferred Stock in respect thereof, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the 15th day of January, April,
July and October, in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Junior Participating Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $10.00 or (b) the Adjustment
Number (as defined below) times the aggregate per share amount of all cash
dividends, and the Adjustment Number times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $.01 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Junior Participating Preferred
Stock. The "Adjustment Number" shall initially be 1000. In the event the
Corporation shall at any time after September 15, 1998 (i) declare and pay any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

              (B) The Corporation shall declare a dividend or distribution on
the Series A Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

              (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date.

<PAGE>

Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Junior Participating Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

          3.  Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

              (A) Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the stockholders of the
Corporation.

              (B) Except as required by law and by Section 10 hereof, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

              (C) If, at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Junior Participating
Preferred Stock are in default, the number of directors constituting the Board
of Directors of the Company shall be increased by two. In addition to voting
together with the holders of Common Stock for the election of other directors of
the Company, the holders of record of the Series A Junior Participating
Preferred Stock, voting separately as a class to the exclusion of the holders of
Common Stock, shall be entitled at said meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears on
the Series A Junior Participating Preferred Stock have been paid or declared and
set apart for payment prior thereto, to vote for the election of two directors
of the Company, the holders of any Series A Junior Participating Preferred Stock
being entitled to cast a number of votes per share of Series A Junior
Participating Preferred Stock as is specified in paragraph (A) of this Section
3. Each such additional director shall not be a member of Class I, Class II, or
Class III of the Board of Directors of the Company, but shall serve until the
next annual meeting of stockholders for the election of directors, or until his
successor shall be elected and shall qualify, or until his right to hold such
office terminates pursuant to the provisions of this Section 3(C). Until the
default in payments of all dividends which permitted the election of said
directors shall cease to exist, any director who shall have been so elected
pursuant to the next preceding sentence may be removed at any time, without
cause, only by the affirmative vote of the holders of the shares of Series A
Junior Participating Preferred Stock at the time entitled to cast a majority of
the votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease
to exist, the holders of the Series A Junior Participating Preferred Stock shall
be divested of the

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<PAGE>

foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(C) shall be in addition to any other voting rights granted to the holders of
the Series A Junior Participating Preferred Stock in this Section 3.

          4.  Certain Restrictions.

              (A)   Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                    (i)   declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock;

                    (ii)  declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, except dividends paid ratably on the Series A
Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled; or

                    (iii) purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Series A Junior
Participating Preferred Stock, or to such holders and holders of any such shares
ranking on a parity therewith, upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

              (B)   The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

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<PAGE>

         5.  Reacquired Shares. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired promptly after the acquisition thereof. All such
shares shall upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
any conditions and restrictions on issuance set forth herein.

         6.  Liquidation, Dissolution or Winding Up.

             (A) Upon any liquidation, dissolution or winding up of the
Corporation, voluntary or otherwise, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received an amount per share (the
"Series A Liquidation Preference") equal to the greater of (i) $10.00 plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (ii) the Adjustment Number
times the per share amount of all cash and other property to be distributed in
respect of the Common Stock upon such liquidation, dissolution or winding up of
the Corporation.

             (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other classes and series of stock of the
Corporation, if any, that rank on a parity with the Series A Junior
Participating Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series A
Junior Participating Preferred Stock and the holders of such parity shares in
proportion to their respective liquidation preferences.

             (C) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
6.

          7. Consolidation, Merger, Etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

          8. No Redemption. Shares of Series A Junior Participating Preferred
Stock shall not be subject to redemption by the Company.

                                       5

<PAGE>

         9.  Ranking. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.

         10. Amendment. At any time that any shares of Series A Junior
Participating Preferred Stock are outstanding, the Certificate of Incorporation
of the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds of the outstanding shares of
Series A Junior Participating Preferred Stock, voting separately as a class.

         11. Fractional Shares. Series A Junior Participating Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

                                       6