Exhibit 4.6

                   CERTIFICATE OF DESIGNATIONS
                               OF
                 5 % CONVERTIBLE PREFERRED STOCK
                               OF
                     McMoRan EXPLORATION CO.

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


     McMoRan Exploration Co., a corporation organized and
existing under the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify that, pursuant
to authority vested in the Board of Directors of the Corporation
by its Amended and Restated Certificate of Incorporation
("Certificate of Incorporation"), and pursuant to the provisions
of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation has created a
series of preferred stock, par value $0.01 per share, with the
following designations, amounts, powers, preferences,
qualifications, limitations, restrictions and other rights:

     1.   Designation and Amount.  A series of preferred stock is
hereby designated as the "5% Convertible Preferred Stock" (the
"Convertible Preferred Stock"), and the number of shares of such
series shall be 1,610,000.  Such number of shares may be
decreased by resolution of the Board of Directors; provided,
however, that no such decrease shall reduce the number of
authorized shares of the Convertible Preferred Stock to a number
less than the number of shares of the Convertible Preferred Stock
then issued and outstanding.

      2.   Ranking.  The Convertible Preferred Stock shall, with
respect to dividend rights and rights upon the liquidation,
winding-up or dissolution of the Corporation, rank (a) senior to
all Junior Stock, (b) on parity with all Parity Stock and (c)
junior to all Senior Stock.

      3.   Liquidation Rights.

   (a)  In the event of any liquidation, winding-up or dissolution
of the Corporation, whether voluntary or involuntary, each Holder
shall, after payment or provision for payment of the
Corporation's debts and other liabilities and subject to the
rights of any holders of Senior Stock, be entitled to receive and
to be paid out of the assets of the Corporation available for
distribution to its stockholders the Accreted Liquidation
Preference for each outstanding share of the Convertible
Preferred Stock held by such Holder, in preference to the holders
of, and before any payment or distribution is made on (or any
setting apart for any payment or distribution), any Junior Stock.
After the payment to the Holders of the Accreted Liquidation
Preference for each outstanding share of the Convertible
Preferred Stock, the Holders shall not be entitled to convert any
share of the Convertible Preferred Stock into Common Stock and
shall not be entitled to any further participation in
distributions of, and shall have no right or claim to, any of the
remaining assets of the Corporation in respect of the shares of
the Convertible Preferred Stock.

<PAGE>

   (b)  Neither the sale, conveyance, exchange or transfer (for
cash, shares of stock, other securities or other consideration)
of all or substantially all the assets or business of the
Corporation (other than in connection with the liquidation,
winding-up or dissolution of the Corporation, whether voluntary
or involuntary) nor the merger or consolidation of the
Corporation into or with any other Person shall be deemed to be a
liquidation, winding-up or dissolution of the Corporation,
whether voluntary or involuntary, for the purposes of this
Section 3.

  (c)  In the event the assets of the Corporation legally available
for distribution to the Holders upon any liquidation, winding-up
or dissolution of the Corporation, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to Section 3(a), no such
distribution shall be made on account of any shares of Parity
Stock upon such liquidation, winding-up or dissolution unless
proportionate distributable amounts shall be paid with equal
priority on account of the Convertible Preferred Stock, ratably,
in proportion to the full distributable amounts for which Holders
and holders of any Parity Stock are entitled upon such
liquidation, winding-up or dissolution.

     4.   Voting.

  (a)  The shares of the Convertible Preferred Stock shall have no
voting rights except as set forth in Section 4(b) and 4(c) or as
otherwise required by Delaware law from time to time.  In
exercising the voting rights set forth in Section 4(b) and 4(c),
each Holder shall be entitled to one vote for each share of the
Convertible Preferred Stock held by such Holder.

  (b)  So long as any shares of the Convertible Preferred Stock
remain outstanding, the Corporation shall not, without the
affirmative vote of the Holders (voting separately as one class)
of at least 66 2/3 percent of the outstanding shares of the
Convertible Preferred Stock, unless a greater percentage shall
then be required by law, authorize, increase the authorized
amount of, reclassify any authorized capital stock or the
Corporation into, or issue, any shares of any class or series of
Senior Stock (or any security convertible into or exchangeable or
exercisable for Senior Stock), or adopt amendments to the
Certificate of Incorporation, including this Certificate of
Designations, or the by-laws of the Corporation, that would
materially and adversely affect the existing terms of the
Convertible Preferred Stock.  Notwithstanding the foregoing,
except as otherwise required by law, the Corporation may, without
the consent of any Holder, authorize, increase the authorized
amount of, or issue shares of Parity Stock or Junior Stock, and
in taking such actions the Corporation shall not be deemed to
have materially and adversely affected the existing terms of the
Convertible Preferred Stock.

  (c)  (i) If, for each of six Dividend Periods, whether or not
consecutive, the Corporation fails to pay in cash the full
dividend amount payable to the Holders with respect to such
Dividend Period pursuant to Sections 5(a) and 5(b), then the
Holders, voting separately as a class with the holders of shares
of any Parity Stock then entitled to similar voting rights that
are exercisable (collectively, the "Voting Rights Class"), will
be entitled at the next regular or special meeting of
stockholders of the Corporation to elect two additional directors
of the Corporation.  Effective immediately prior to the election
of such additional directors, the number of directors that
compose the Board of Directors shall be increased by two
directors.

<PAGE>                       2

     (ii) Such voting rights may be exercised at any special meeting
held for such purpose of the holders of the shares of the Voting
Rights Class, which may be called in accordance with the
Corporation's by-laws or as hereinafter provided, or at any
annual meeting of stockholders held for the purpose of electing
directors, and thereafter at each such annual meeting until such
time as all Accrued Dividends have been paid in full, such time
as all of the outstanding shares of the Convertible Preferred
Stock have been converted or redeemed, or the liquidation,
winding-up or dissolution of the Corporation, whichever is
earliest, at which time such voting rights pursuant to this
Section 4(c) shall automatically terminate.  Immediately upon
termination of the voting rights of the Voting Rights Class, the
term of office of the directors so elected shall terminate.

    (iii)     At any time when such voting rights shall have vested
in the holders of shares of the Voting Rights Class, and upon
written request of holders of shares representing at least twenty-
five percent (25%) of the voting power of the shares then
outstanding of the Voting Rights Class, addressed to the
Secretary of the Corporation, the Secretary of the Corporation
shall call a special meeting of the holders of shares of the
Voting Rights Class.  Such meeting shall be held at the earliest
practicable date upon the notice required for annual meetings of
stockholders at the place for holding annual meetings of
stockholders of the Corporation, or, if none, at a place
designated by the Board of Directors.  Notwithstanding the
provisions of this Section 4(c)(iii), no such special meeting
shall be called during a period within the 60 days immediately
preceding the date fixed for the next annual meeting of
stockholders in which such case, the election of directors
pursuant to Section 4(c) shall be held at such annual meeting of
stockholders.

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

    (v)  Any director elected pursuant to the voting rights set forth
in this Section 4(c) shall hold office until the next annual
meeting of stockholders (or his or her earlier death, resignation
or removal), unless such term has previously automatically
terminated pursuant to Section 4(c)(ii) and any vacancy in
respect of any such director shall be filled only by the holders
of shares of the Voting Rights Class at a special meeting called
in accordance with the procedures set forth in this Section 4(c),
or, if no such special meeting is called, at the next annual
meeting of stockholders.  The holders of shares of the Voting
Rights Class shall be entitled to remove any director elected
pursuant to this Section 4(c) without cause at any time and
replace such director as provided in this Section 4(c).

     5.   Dividends.

  (a)  Subject to the rights of any holders of Senior Stock or
Parity Stock, each Holder will be entitled to receive, when, as
and if declared by the Board of Directors, out of assets of the

<PAGE>                       3

Corporation legally available therefor, cumulative cash dividends
on each share of the Convertible Preferred Stock at a rate per
annum equal to five percent of the Liquidation Preference, or
$1.25 per share annually, payable quarterly in arrears on each
Dividend Payment Date, to the Holders at the close of business on
the Record Date immediately preceding the relevant Dividend
Payment Date.

  (b)  Dividends on the outstanding shares of the Convertible
Preferred Stock will be cumulative from the most recent Dividend
Payment Date or, in the case of the dividend payable on September
30, 2002, from the Issue Date (each such period, a "Dividend
Period").  Dividends shall accrue on a day-to-day basis, whether
or not earned or declared, from and after the Issue Date.
Dividends payable on the Convertible Preferred Stock with respect
to any period other than a full Dividend Period shall be computed
on the basis of a 360-day year consisting of twelve 30-day
months.  If a Dividend Payment Date is not a Business Day,
payment of dividends shall be made on the next succeeding
Business Day.  Accrued Dividends shall not bear interest and
Holders shall not be entitled to any dividends on the Convertible
Preferred Stock in excess of full cumulative dividends.

  (c)  In the event that the Board of Directors declares a dividend
with respect to a Dividend Period in an amount less than the full
amount payable to the Holders with respect to such Dividend
Period pursuant to Sections 5(a) and 5(b), such partial dividend
shall be distributed to the Holders on a pro rata basis with
respect to the outstanding shares of the Convertible Preferred
Stock.

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

  (e)  No dividends or other distributions (other than a dividend
or distribution payable solely in shares of Parity Stock or
Junior Stock (in the case of Parity Stock) or Junior Stock (in
the case of Junior Stock) and other than cash paid in lieu of
fractional shares) may be declared, made or paid, or set apart
for payment upon, any Parity Stock or Junior Stock, nor may any
Parity Stock or Junior Stock be redeemed, purchased or otherwise
acquired for any consideration (or any money paid to or made
available for a sinking fund for the redemption of any Parity
Stock or Junior Stock) by or on behalf of the Corporation (except
by conversion into or exchange for shares of Parity Stock or
Junior Stock (in the case of Parity Stock) or Junior Stock (in
the case of Junior Stock)), unless full Accrued Dividends shall
have been or contemporaneously are declared and paid, or are
declared and a sum sufficient for the payment thereof is set
apart for such payment, on the Convertible Preferred Stock and
any Parity Stock for all dividend payment periods terminating on
or prior to the date of such declaration, payment, redemption,
purchase or acquisition.  Notwithstanding the foregoing, if full
dividends have not been paid on the Convertible Preferred Stock
and any Parity Stock, dividends may be declared and paid on the
Convertible Preferred Stock and such Parity Stock so long as the
dividends are declared and paid pro rata so that the amounts of

<PAGE>                        4

dividends declared per share on the Convertible Preferred Stock
and such Parity Stock will in all cases bear to each other the
same ratio that accrued and unpaid dividends on the shares of the
Convertible Preferred Stock and such other Parity Stock bear to
each other.

  (f)  If the Board of Directors declares a dividend with respect
to a Dividend Period, the Holders at the close of business on the
applicable Record Date will be entitled to receive the dividend
payment on shares of the Convertible Preferred Stock on the
corresponding Dividend Payment Date, notwithstanding the
conversion thereof subsequent to such Record Date or the
Corporation's default in payment of the dividend due on that
Dividend Payment Date.  However, shares of the Convertible
Preferred Stock surrendered for conversion during the period
between the close of business on any Record Date and the close of
business on the Business Day immediately preceding the applicable
Dividend Payment Date must be accompanied by payment of an amount
in cash equal to the cash dividend amount payable on that
Dividend Payment Date on the shares of the Convertible Preferred
Stock surrendered for conversion.  A Holder on a Record Date who
(or whose transferee) tenders any shares for conversion on the
corresponding Dividend Payment Date will receive any dividend
payable by the Corporation on such tendered shares of the
Convertible Preferred Stock on that date, and the converting
Holder need not include payment in the amount of such dividend
upon surrender of shares of the Convertible Preferred Stock for
conversion.  Except as provided in this Section 5(f) with respect
to a voluntary conversion pursuant to Section 6, the Corporation
shall make no payment or allowance for Accrued Dividends on
converted shares of the Convertible Preferred Stock or for
dividends on the shares of Common Stock issued upon conversion.

     6.   Voluntary Conversion.

  (a)  Each Holder shall have the right, at the Holder's option,
exercisable at any time from the Issue Date, to convert, subject
to the terms and provisions of this Certificate of Designations,
each share of the Convertible Preferred Stock into such whole
number of shares of Common Stock equal to (1) the Liquidation
Preference divided by (2) the Conversion Price.

  (b)  The conversion right of a Holder shall be exercised by the
Holder by the delivery to the Corporation at any time during
usual business hours at the Corporation's principal place of
business or the offices of the Transfer Agent of a written notice
to the Corporation, in substantially the form set forth on the
reverse of the certificate representing the shares, that the
Holder elects to convert the number of its shares of the
Convertible Preferred Stock specified in such notice.  If the
shares of the Convertible Preferred Stock that the Holder wishes
to convert are represented by one or more physical certificates,
the Holder shall be required to surrender such physical
certificate or certificates to the Corporation or the Transfer
Agent (properly endorsed or assigned for transfer, if the
Corporation shall so require).  The shares of Common Stock and
cash in lieu of any fractional share due to such Holder
surrendering physical certificates shall be delivered to the
Holder and each surrendered physical certificate shall be
canceled and retired.  Immediately prior to the close of business
on the date of receipt by the Corporation or its duly appointed
Transfer Agent of notice of conversion of shares of the
Convertible Preferred Stock, each converting Holder shall be
deemed to be the holder of record of Common Stock issuable upon
conversion of such Holder's shares of the Convertible Preferred
Stock, notwithstanding that the share register of the Corporation
shall then be closed or that, if applicable, physical
certificates representing such Common Stock shall not then be
actually delivered to such Holder.  On the date of any
conversion, all rights of any Holder with respect to the shares

<PAGE>                         5

of the Convertible Preferred Stock so converted, including the
rights, if any, to receive distributions of the Corporation's
assets (including, but not limited to, the Liquidation
Preference) or notices from the Corporation, will terminate,
except only for the rights of any such Holder to (i) receive
physical certificates (if applicable) for the number of whole
shares of Common Stock into which such shares of the Convertible
Preferred Stock have been converted and cash in lieu of any
fractional share as provided in Section 7, and (ii) exercise the
rights to which he, she or it is entitled as a holder of Common
Stock into which such shares of the Convertible Preferred Stock
have been converted.

     7.   No Fractional Shares.  No fractional shares or securities
representing fractional shares of Common Stock shall be issued
upon any conversion or repurchase (as set forth in Section 12) of
any shares of the Convertible Preferred Stock pursuant to this
Certificate of Designations.  If more than one share of the
Convertible Preferred Stock held by the same Holder shall be
subject to conversion or repurchase at one time, the number of
full shares of Common Stock issuable upon the conversion or
repurchase thereof shall be computed on the basis of the
aggregate Liquidation Preference of all of such shares of the
Convertible Preferred Stock as of the conversion or repurchase
date.  If the conversion or repurchase of any share or shares of
the Convertible Preferred Stock results in a fraction, an amount
equal to such fraction multiplied by the last reported sale price
of the Common Stock on the NYSE (or such other national
securities exchange or automated quotation system on which the
Common Stock is then listed or authorized for quotation or, if
the Common Stock is not so listed or authorized for quotation, an
amount determined in good faith by the Board of Directors to be
the fair value of the Common Stock) at the close of business on
the Trading Day next preceding the conversion or repurchase date
shall be paid to such Holder in cash by the Corporation.

     8.   Adjustments to Conversion Price.  The Conversion Price shall
be subject to adjustment as follows:

 (a)  In case the Corporation shall at any time:

    (i)  pay a dividend (or other distribution) payable in shares of
Common Stock on Common Stock;

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

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

    (iv) pay a dividend or make a distribution to all holders of
shares of Common Stock (other than a distribution subject to
Section 8(b)) pursuant to a stockholder rights plan, "poison
pill" or similar arrangement;

then, and in each such case, the Conversion Price in effect
immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that
the Holder of shares of the Convertible Preferred Stock
thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock that such Holder
would have owned or would have been entitled to receive upon or
by reason of any of the events described above, had such share of

<PAGE>                       6

the Convertible Preferred Stock been converted into shares of
Common Stock immediately prior to the occurrence of such event.
An adjustment made pursuant to this Section 8(a) shall become
effective retroactively (x) in the case of any such dividend or
distribution, to the day immediately following the close of
business on the record date for the determination of holders of
Common Stock entitled to receive such dividend or distribution or
(y) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which
such corporate action becomes effective.

 (b)  In case the Corporation shall issue rights, warrants or
options to all holders of Common Stock entitling them (for a
period not exceeding 45 days from the date of such issuance) to
subscribe for or purchase shares of Common Stock at a price per
share less than the Market Value on the record date mentioned
below, then the Conversion Price shall be adjusted to a price,
computed to the nearest cent, determined by multiplying the
Conversion Price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction, of which

    (i)  the numerator shall be (A) the number of shares of Common
Stock outstanding on the date of issuance of such rights,
warrants or options, immediately prior to such issuance, plus (B)
the number of shares which the aggregate offering price of the
total number of shares so offered for subscription or purchase
would purchase at such Market Value (determined by multiplying
such total number of shares by the exercise price of such rights,
warrants or options and dividing the product by such Market
Value), and of which

    (ii) the denominator shall be (A) the number of shares of Common
Stock outstanding on the date of issuance of such rights warrants
or options, immediately prior to such issuance, plus (B) the
number of additional shares of Common Stock that are so offered
for subscription or purchase.

Such adjustment shall become effective immediately after the
record date for the determination of holders entitled to receive
such rights, warrants or options.

 (c)  In case the Corporation shall at any time:

   (i)  distribute to all holders of shares of its Common Stock
consisting exclusively of cash (excluding any cash portion of
distributions referred to in Section 8(a) above, or cash
distributed upon a merger or consolidation to which Section 8(i)
below applies), that, when combined together with (x) all other
such all-cash distributions made within the then-preceding 12
months in respect of which no adjustment has been made and (y)
any cash and the fair market value of other consideration paid or
payable in respect of any tender offer by the Corporation or any
of its subsidiaries for shares of Common Stock concluded within
the then-preceding 12 months in respect of which no adjustment
pursuant to this Section 8 has been made, in the aggregate
exceeds 15 percent of the Corporation's market capitalization
(defined as the product of the Market Value for the period ending
on the record date of such distribution times the number of
shares of Common Stock outstanding on such record date) on the
record date of such distribution;

   (ii) complete a tender or exchange offer by the Corporation or
any of its subsidiaries for shares of Common Stock that involves
an aggregate consideration that, together with (A) any cash and

<PAGE>                        7

other consideration payable in a tender or exchange offer by the
Corporation or any of its subsidiaries for shares of Common Stock
expiring within the then-preceding 12 months in respect of which
no adjustment pursuant to this Section 8 has been made and (B)
the aggregate amount of any such all-cash distributions referred
to in Section 8(c)(i) to all holders of shares of Common Stock
within the then-preceding 12 months in respect of which no
adjustments have been made, exceeds 15 percent of the
Corporation's market capitalization (as defined in Section
8(c)(i)) on the expiration of such tender offer; or

  (iii)     distribute to all holders of its Common Stock
consisting of evidences of indebtedness, shares of its Capital
Stock other than Common Stock or assets (including securities,
but excluding those dividends, rights, options, warrants and
distributions referred to in Section 8(b) above or this Section
8(c)),

then, and in each such case, the Conversion Price shall be
adjusted to a price computed to the nearest cent, determined by
multiplying the Conversion Price in effect immediately prior to
the date of such distribution or completion of such tender or
exchange offer, as the case may be, by a fraction of which

      (A)  the numerator shall be such Market Value less the then fair
market value (as determined by the Board of Directors of the
Corporation whose determination shall be conclusive evidence of
such fair market price) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or paid
in such tender or exchange offer, applicable to one share of
Common Stock (but such numerator shall not be less than one); and
of which

      (B)  the denominator shall be the Market Value for the period
ending on the record date for the determination of stockholders
entitled to receive such distribution, or, if such adjustment is
made upon the completion of a tender or exchange offer, on the
payment date for such offer.

provided, however, that no adjustment shall be made with respect
to any distribution of rights to purchase securities of the
Corporation if the Holder would otherwise be entitled to receive
such rights upon conversion at any time of shares of the
Convertible Preferred Stock into shares of Common Stock unless
such rights are subsequently redeemed by the Corporation, in
which case such redemption shall be treated for purposes of this
Section 8(c) as a dividend on the Common Stock.  Such adjustment
shall be made whenever any such distribution is made or tender or
exchange offer is completed, as the case may be, and shall become
effective retroactively to a date immediately following the close
of business on the record date for the determination of
stockholders entitled to receive such distribution.

 (d)  In the case the Corporation at any time shall take any
action affecting its Common Stock (it being understood that the
issuance or sale of shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock, or
any options, warrants or other rights to acquire shares of Common
Stock) to any Person at a price per share less than the
Conversion Price then in effect shall not be deemed such an
action), other than an action described in any of Sections 8(a),
8(b), 8(c) or 8(i), then the Conversion Price shall be adjusted
in such manner and at such time as the Board of Directors of the
Corporation in good faith determines to be equitable in the

<PAGE>                       8

circumstances (such determination to be evidenced in a
resolution, a certified copy of which shall be mailed to the
Transfer Agent and the Holders along with the Officers'
Certificate described in Section 8(h)).

  (e)  Notwithstanding anything herein to the contrary, no
adjustment under this Section 8 need be made to the Conversion
Price unless such adjustment would require an increase or
decrease of at least one percent of the Conversion Price then in
effect.  Any lesser adjustment shall be carried forward and shall
be made at the time of and together with the next subsequent
adjustment, if any, which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or
decrease of at least one percent of such Conversion Price.

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

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

  (h)  Upon any increase or decrease in the Conversion Price
pursuant to this Section 8, the Corporation promptly shall
deliver to the Transfer Agent and each Holder an Officers'
Certificate describing in reasonable detail the event requiring
the increase or decrease in the Conversion Price and the method
of calculation thereof and specifying the increased or decreased
Conversion Price in effect following such adjustment, and
attaching and certifying the resolution of the Board of Directors
pursuant to Section 8(d)(if applicable).

  (i)  Subject to the provisions of Section 12, in the event of any
reclassification of outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or
from no par value to par value), or in the event of any
consolidation or merger of the Corporation with or into another
Person or any merger of another Person with or into the
Corporation (other than a consolidation or merger in which the
Corporation is the resulting or surviving Person and which does
not result in any reclassification or change of outstanding
Common Stock), or in the event of any sale or other disposition
to another Person of all or substantially all of the assets of
the Corporation (computed on a consolidated basis) (any of the
foregoing, a "Transaction"), each share of the Convertible
Preferred Stock then outstanding shall, without the consent of
any Holder, become convertible at any time, at the option of the
Holder thereof, only into the kind and amount of securities (of
the Corporation or another issuer), cash and other property
receivable upon such Transaction by a holder of the number of
shares of Common Stock into which such share of the Convertible
Preferred Stock could have been converted immediately prior to
such Transaction, after giving effect to any adjustment event.

<PAGE>                        9

The provisions of this Section 8(i) and any equivalent thereof in
any such securities similarly shall apply to successive
Transactions.  The provisions of this Section 8(i) shall be the
sole right of the Holders in connection with any Transaction and
such Holders shall have no separate vote thereon.

  (j)  For purposes of this Section 8, the number of shares of
Common Stock at any time outstanding shall not include shares
held in treasury of the Corporation.  The Corporation shall not
pay any dividend or make any distribution on Common Stock held in
treasury of the Corporation.

     9.   Optional Redemption.

  (a)  Shares of the Convertible Preferred Stock may be redeemed
for cash, in whole or in part, at the option of the Corporation,
on or after June 30, 2007, or in whole at the option of the
Corporation if less than 140,000 shares of the Convertible
Preferred Stock are outstanding at any time (such date of
optional redemption, the "Optional Redemption Date"), at the
redemption prices set forth in the table below, in each case,
together with Accrued Dividends (the "Optional Redemption
Price"), subject to adjustment as provided in subsection (b)
below.  If the Optional Redemption Date is prior to June 30,
2008, the redemption price shall be $25.6250 per share.  On or
after June 30, 2008, the redemption prices shall be as follows
for shares of Convertible Preferred Stock redeemed pursuant to
this Section 9 during the twelve-month period beginning on June
30 of the years indicated:

<TABLE>
<CAPTION>
                                   Redemption
                      Year            Price
                    --------       ------------
                    <S>            <C>
                      2008            25.4688
                      2009            25.3125
                      2010            25.1563
                    2011 and          25.0000
                   thereafter

</TABLE>

  (b)  If the Optional Redemption Date falls after a Record Date
and before the related Dividend Payment Date, then the Holders at
the close of business on that Record Date shall be entitled to
receive the dividend payable on those shares on the corresponding
Dividend Payment Date.  If the Optional Redemption Date falls
before the Record Date, then the Holders shall be entitled to
receive a prorated dividend for the partial Dividend Period to,
but excluding, the Optional Redemption Date.

  (c)  Unless the Corporation defaults in the payment of the
Optional Redemption Price, the right of the Holders with respect
to shares of the Convertible Preferred Stock called for
redemption to convert such shares into Common Stock pursuant to
Section 6 shall terminate at the close of business on the
Business Day preceding the Optional Redemption Date, dividends on
such shares shall cease to be payable on and after the Optional
Redemption Date, and all other rights of the Holders as
stockholders of the Corporation with respect to such shares shall
terminate on the Optional Redemption Date, except the right to
receive the Optional Redemption Price.

<PAGE>                       10

  (d)  No such optional redemption may be authorized or made
unless, prior to giving the Optional Redemption Notice, all
Accrued Dividends for the periods ended prior to the date of such
Redemption Notice shall have been paid in cash.

  (e)  In the event that fewer than all the outstanding shares of
Convertible Preferred Stock are to be redeemed, the shares to be
redeemed will be determined pro rata or by lot, as determined by
the Corporation.

     10.  Mandatory Redemption.

  (a)  On but not before June 30, 2012 (the "Mandatory Redemption
Date"), the Corporation shall be required to redeem, subject to
the legal availability of funds therefor, all outstanding shares
of the Convertible Preferred Stock at a price in cash equal to
the Accreted Liquidation Preference.  The Corporation shall take
all actions required or permitted under the laws of the State of
Delaware to permit such mandatory redemption.

  (b)  Unless the Corporation defaults in the payment of the
mandatory redemption price specified in Section 10(a), the right
of the Holders to convert shares of the Convertible Preferred
Stock into Common Stock pursuant to Section 6 shall terminate at
the close of business on the Business Day preceding the Mandatory
Redemption Date, dividends on the Convertible Preferred Stock
will cease to be payable on and after the Mandatory Redemption
Date and all other rights of the Holders shall terminate on the
Mandatory Redemption Date except for the right to receive the
mandatory redemption price.

     11.  Redemption Notice.  The Corporation will furnish written
notice of any optional or mandatory redemption by issuing a press
release for publication, if required by and in accordance with
the federal securities laws or the rules of any stock exchange on
which the Convertible Preferred Stock or the Common Stock is then
listed or traded, and in any case by mail to each Holder or by
publication (with subsequent prompt notice by mail to each
Holder), at least 30 days but not more than 90 days in advance of
the Redemption Date.  In addition to any information required by
applicable law or regulation, the press release, if any, and the
notice of the redemption shall state, as appropriate:

   (a)  the Redemption Date;

   (b)  the total number of shares of the Convertible Preferred
Stock to be redeemed;

   (c)  the amount of cash for which each outstanding share of
Convertible Preferred Stock will be redeemed;

   (d)  that dividends, other than Accrued Dividends, on the
Convertible Preferred Stock to be redeemed will cease to be
payable on the Redemption Date, unless the Corporation defaults
in the payment of the redemption price;

   (e)  that the right of the Holders to voluntarily convert shares
of the Convertible Preferred Stock into Common Stock pursuant to
Section 6 will terminate at the close of business on the Business

<PAGE>                        11

Day preceding the Redemption Date, unless the Corporation
defaults in the payment of the redemption price;

   (f)  the Conversion Price then in effect; and

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

     12.  Change of Control.

  (a)  If a Change of Control occurs, each Holder shall have the
right to require the Corporation to repurchase all or any part of
such Holder's shares of the Convertible Preferred Stock, out of
legally available funds, at the Change of Control Repurchase
Price.  For shares of the Convertible Preferred Stock to be
repurchased as provided in this Section 12, a Holder must deliver
notice to the Transfer Agent, prior to or on the Change of
Control Repurchase Date (as defined in subsection (d) below),
(the "Repurchase Notice").

  (b)  The Corporation may, at its option, elect to pay the Change
of Control Repurchase Price in cash or in shares of Common Stock.
If the Corporation elects to pay the Change of Control Repurchase
Price in shares of Common Stock, the number of shares of Common
Stock a Holder will receive will equal, per share of the
Convertible Preferred Stock to be repurchased, the Change of
Control Repurchase Price divided by 95 percent of the Market
Value for the period ending on the third Trading Day prior to the
Change of Control Repurchase Date, plus cash in lieu of any
fractional share of Common Stock as provided in Section 7;
provided that the Corporation may pay the Change of Control
Repurchase Price in shares of Common Stock only if the following
conditions are met:

       (i)  such shares of Common Stock shall be duly authorized,
validly issued, fully paid and nonassessable;

       (ii) the Corporation shall have listed such shares of Common
Stock on the principal United States securities exchange on which
the Common Stock is then listed or, if not so listed, on The
Nasdaq National Market;

       (iii)     the Corporation shall have registered such shares of
Common Stock under the Securities Act and the Exchange Act, if
required; and

       (iv) the Corporation shall have obtained any necessary
qualification or registration under applicable state securities
law or an exemption from such qualification and registration
shall be available.

If the foregoing conditions are not satisfied with respect to a
Holder prior to the close of business on the Change of Control
Repurchase Date, the Corporation shall pay the Change of Control
Repurchase Price to such Holder entirely in cash.  Except as
described in the preceding sentence, the Corporation shall not
change the form of consideration to be paid for tendered shares

<PAGE>                       12

of the Convertible Preferred Stock once the Change of Control
Notice (as defined in subsection (d) below) has been given to
Holders.

  (c)  Upon any repurchase pursuant to this Section 12, the
Corporation shall pay any Accrued Dividends for any Dividend
Period ending prior to the Change of Control Repurchase Date.  If
the Change of Control Repurchase Date falls after a Record Date
and before the related Dividend Payment Date, then the Holders at
the close of business on that Record Date will be entitled to
receive the dividend payable on those shares on the corresponding
Dividend Payment Date.  If the Change of Control Repurchase Date
falls before a Record Date, then the Holders shall be entitled to
receive a prorated dividend for the partial Dividend Period to,
but excluding, the Change of Control Repurchase Date.
(d)  Within 30 days following any Change of Control, the
Corporation shall mail a notice to each Holder, with a copy to
the Transfer Agent (the "Change of Control Notice"), stating:

      (i)  that a Change of Control has occurred, the date of the
Change of Control, and a brief description of the events causing
the Change of Control;

      (ii) the date by which the Repurchase Notice must be delivered to
the Transfer Agent, which date shall be 45 days after the date of
the Change of Control Notice (the "Change of Control Repurchase
Date");

      (iii)     that shares of the Convertible Preferred Stock as to
which a Repurchase Notice has been given may be converted into
Common Stock pursuant to Section 6 of this Certificate of
Designations only if the Repurchase Notice has been properly
withdrawn;

       (iv) the Conversion Price then in effect;

       (v)  the procedures for withdrawing a Repurchase Notice;

       (vi) the Change of Control Repurchase Price and whether the
Change of Control Repurchase Price will be payable in cash or
Common Stock;

       (vii) the name, address, and telephone number of the Transfer
Agent; and

       (viii)    the instructions and procedures determined by the
Corporation that a Holder must follow in order to have its shares
of the Convertible Preferred Stock repurchased.

  (e)  The Corporation shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and
regulations to the extent those laws and regulations are
applicable in connection with the redemption of the Convertible
Preferred Stock as a result of a Change of Control with respect
to the Corporation. To the extent that the provisions of any
securities laws or regulations conflict with any of the
provisions of this Section 12, the Corporation shall comply with
the applicable securities laws and regulations and shall be
deemed not to have breached its obligations under this Section
12.

<PAGE>                           13

  (f)  On the Change of Control Repurchase Date set forth in the
Repurchase Notice, the Corporation will, to the extent lawful,
(i) notify the Transfer Agent in writing that the Corporation
intends to repurchase all shares of the Convertible Preferred
Stock properly tendered to the Transfer Agent; and (ii) deposit
with the Transfer Agent an amount equal to the aggregate Change
of Control Repurchase Price of the shares of Convertible
Preferred Stock so tendered.  The Transfer Agent shall promptly
mail or deliver to each Holder of shares of the Convertible
Preferred Stock so tendered the applicable payment for those
shares of Convertible Preferred Stock, and the Transfer Agent
shall promptly countersign and mail or deliver to each Holder
certificates representing, or cause to be transferred by book-
entry to each Holder, new shares of the Convertible Preferred
Stock equal in aggregate Accreted Liquidation Preference to any
unredeemed portion of the shares of the Convertible Preferred
Stock surrendered, if any.  The Corporation shall publicly
announce the results of its offer on or as soon as practicable
after the Change of Control Repurchase Date for the repurchase of
shares of the Convertible Preferred Stock in connection with a
Change of Control.

  (g)  The Corporation shall not be required to redeem any shares
of the Convertible Preferred Stock upon the occurrence of a
Change of Control if a third party makes an offer to purchase the
Convertible Preferred Stock in the manner, for the amount, at the
times and otherwise in compliance with the requirements described
in this Section 12 and purchases all shares of Convertible
Preferred Stock validly tendered and not withdrawn.

  (h)  The right of the Holders of shares of Convertible Preferred
Stock described in this Section 12 will be subject to (i) the
Corporation's obligation to repay or repurchase all of its debt
obligations or Convertible Preferred Stock required to be
repurchased or repaid in connection with a transaction or event
that constitutes a Change of Control; and (ii) any contractual
restrictions contained in the Corporation's indebtedness. When
the Corporation shall have satisfied these obligations or these
obligations are no longer applicable to the Corporation and,
subject to the legal availability of funds for this purpose, the
Corporation shall then redeem all shares of Convertible Preferred
Stock tendered for purchase by the Corporation upon a Change of
Control pursuant to this Section 12.

     13.  Consolidation, Merger and Sale of Assets.

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

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

<PAGE>                        14

     (ii) the Corporation delivers to the Transfer Agent an Officers'
Certificate and an Opinion of Counsel stating that such
transaction complies with this Certificate of Designations.

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

     14.  Other Provisions.

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

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

  (c)  The Liquidation Preference and the annual dividend rate set
forth in Section 5(a) shall be subject to adjustment whenever
there shall occur a stock split, combination, reclassification or
other similar event involving shares of the Convertible Preferred
Stock.  Such adjustments shall be made in such manner and at such
time as the Board of Directors of the Corporation in good faith
determines to be equitable in the circumstances, any such
determination to be evidenced in a resolution.  Upon any such
equitable adjustment, the Corporation shall promptly deliver to
the Transfer Agent and each Holder an Officers' Certificate
attaching and certifying the resolution of the Board of
Directors, describing in reasonable detail the event requiring
the adjustment and the method of calculation thereof and
specifying the increased or decreased Liquidation Preference or
annual dividend rate in effect following such adjustment.

  (d)  Shares of the Convertible Preferred Stock issued and
reacquired shall be retired and canceled promptly after
reacquisition thereof and, upon compliance with the applicable
requirements of Delaware law, have the status of authorized but
unissued shares of preferred stock of the Corporation
undesignated as to series and may with any and all other
authorized but unissued shares of preferred stock of the
Corporation be designated or redesignated and issued or reissued,

<PAGE>                        15

as the case may be, as part of any series of preferred stock of
the Corporation, except that any issuance or reissuance of shares
of the Convertible Preferred Stock must be in compliance with
this Certificate of Designations.

  (e)  The Corporation covenants that it shall at all times reserve
and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued shares of Common Stock,
for the purpose of effecting conversion of shares of the
Convertible Preferred Stock, the full number of shares of Common
Stock deliverable upon the conversion of all outstanding shares
of the Convertible Preferred Stock not theretofore converted.
For purposes of this Section 14(e), the number of shares of
Common Stock that shall be deliverable upon the conversion of all
outstanding shares of the Convertible Preferred Stock shall be
computed as if at the time of computation all such outstanding
shares were held by a single Holder.  The Corporation shall take
all action required to increase the authorized number of shares
of Common Stock if at any time there shall be insufficient
unissued shares of Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of the
Convertible Preferred Stock not theretofore converted.

  (f)  The Corporation covenants that any shares of Common Stock
issued upon conversion of or in payment of any dividend on shares
of the Convertible Preferred Stock shall be validly issued, fully
paid and nonassessable.

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

  (h)  The Corporation shall list the shares of Common Stock
required to be delivered upon conversion of shares of the
Convertible Preferred Stock or in payment of any dividend on
shares of the Convertible Preferred Stock, prior to such
delivery, upon each national securities exchange or quotation
system, if any, upon which the outstanding Common Stock is listed
at the time of such delivery.

  (i)  The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue
or delivery of shares of Common Stock or other securities or
property upon conversion of shares of the Convertible Preferred
Stock pursuant to the provisions of this Certificate of
Designations; provided, however, that the Corporation shall not
be required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Common
Stock or other securities or property in a name other than that
of the Holder of the shares of the Convertible Preferred Stock to
be converted and no such issue or delivery shall be made unless
and until the person requesting such issue or delivery has paid
to the Corporation the amount of any such tax or established, to
the reasonable satisfaction of the Corporation, that such tax has
been paid.

<PAGE>                        16

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

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

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

  (m)  Except as may otherwise be required by law, the shares of
the Convertible Preferred Stock shall not have any powers,
designations, preferences and relative, participating, optional
or other special rights, other than those specifically set forth
in this Certificate of Designations or the Certificate of
Incorporation.

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

*    "Accreted Liquidation Preference" per share of the
     Convertible Preferred Stock shall mean, as of any date, the sum
     of the Liquidation Preference and the Accrued Dividends as of
     such date.

*    "Accrued Dividends" shall mean, with respect to any share of
     the Convertible Preferred Stock, as of any date, the amount equal
     to accrued and unpaid dividends from, and including, the Issue
     Date to, but excluding, the Optional Redemption Date, Mandatory
     Redemption Date, or the Change of Control Repurchase Date, as the
     case may be.

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

*    "Capital Stock" shall mean, with respect to any Person, any
     and all shares, interests, participations or other equivalents
     (however designated) of corporate stock or partnership interests
     and any and all warrants, options and rights with respect thereto
     (whether or not currently exercisable), including each class of
     common stock and preferred stock of such Person.

<PAGE>                           17

*    "Change of Control" shall mean any of the following events:

          (a)  any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), acquires the beneficial
ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, through a
purchase, merger or other acquisition transaction, of 50 percent
or more of the total voting power of the Corporation's total
outstanding Voting Stock other than an acquisition by the
Corporation, any of its subsidiaries or any of its employee
benefit plans;

          (b)  the Corporation consolidates with, or merges with or into,
another Person or conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any Person,
or any Person consolidates with or merges with or into the
Corporation other than:

               (i)  any transaction (1) that does not result in any
reclassification, conversion, exchange or cancellation of
outstanding shares of the Corporation's Capital Stock and (2)
pursuant to which holders of the Corporation's Capital Stock
immediately prior to such transaction have the entitlement to
exercise, directly or indirectly, 50 percent or more of the total
voting power of all shares of the Corporation's Capital Stock
entitled to vote generally in the election of directors of the
continuing or surviving person immediately after the transaction;
and

               (ii) any merger solely for the purpose of changing the
Corporation's jurisdiction of incorporation and resulting in a
reclassification, conversion or exchange of outstanding shares of
Common Stock solely into shares of common stock of the surviving
entity;

          (c)  during any consecutive two-year period, individuals who at
the beginning of that two-year period constituted the
Corporation's Board of Directors (together with any new directors
whose election to such Board of Directors, or whose nomination
for election by the Corporation's stockholders, was approved by a
vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose
election or nomination for election was previously so approved)
cease for any reason to constitute a majority the Corporation's
Board of Directors then in office; or

          (d)  the Corporation's stockholders pass a special resolution
approving a plan of liquidation or dissolution and no additional
approvals of the Corporation's stockholders are required under
applicable law to cause a liquidation or dissolution.

*    "Change of Control Repurchase Price" shall mean, per share
     of the Convertible Preferred Stock, the Accreted Liquidation
     Preference.

*    "Common Stock" shall mean the common stock, par value $0.01
     per share, of the Corporation, or any other class of stock
     resulting from successive changes or reclassifications of such
     common stock consisting solely of changes in par value, or from
     par value to no par value, or as a result of a subdivision,
     combination, or merger, consolidation or similar transaction in
     which the Corporation is a constituent corporation.

<PAGE>                          18

*    "Conversion Price" shall mean, initially, $4.81 per share of
     Common Stock, subject to adjustment from time to time as set
     forth in Section 8.

*    "Dividend Payment Date" shall mean March 31, June 30,
     September 30 and December 31 of each year, commencing September
     30, 2002, or, if any such day is not a Business Day, the next
     succeeding Business Day.

*    "Dividend Period" shall have the meaning specified in
     Section 5(b).

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

*    "Holder" shall mean a holder of record of an outstanding
     share or shares of the Convertible Preferred Stock.

*    "Issue Date" shall mean the original date of issuance of
     shares of the Convertible Preferred Stock.

*    "Junior Stock" shall mean the Common Stock, the Series A
     Participating Cumulative Preferred Stock and each other class of
     capital stock or series of preferred stock of the Corporation
     established by the Board of Directors after the Issue Date, the
     terms of which do not expressly provide that such class or series
     ranks senior to or on parity with the Convertible Preferred Stock
     as to dividend rights or rights upon the liquidation, winding-up
     or dissolution of the Corporation.

*    "Liquidation Preference" shall mean, with respect to each
     share  of the Convertible Preferred Stock, $25.00, subject to
     equitable adjustment from time to time pursuant to Section 14(c).

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

*    "NYSE" shall mean the New York Stock Exchange, Inc.

*    "Officers' Certificate" shall mean a certificate signed by
     two duly authorized officers of the Corporation.

*    "Opinion of Counsel" shall mean a written opinion from legal
     counsel acceptable to the Transfer Agent.  The counsel may be an
     employee of or counsel to the Corporation or the Transfer Agent.

*    "Parity Stock" shall mean any class of capital stock or
     series of preferred stock established by the Board of Directors
     after the Issue Date, the terms of which expressly provide that

<PAGE>                            19

     such class or series will rank on parity with the Convertible
     Preferred Stock as to dividend rights or rights upon the
     liquidation, winding-up or dissolution of the Corporation.

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

*    "Record Date" shall mean, with respect to a Dividend Payment
     Date, the date designated by the Board of Directors with respect
     to a Dividend Period.

*    "Redemption Date" shall mean the Optional Redemption Date or
     Mandatory Redemption Date, as appropriate.

*    "SEC" shall mean the Securities and Exchange Commission.

*    "Securities Act" shall mean the Securities Act of 1933, as
     amended, and the rules and regulations promulgated thereunder.

*    "Senior Stock" shall mean each class of capital stock or
     series of preferred stock established by the Board of Directors
     after the Issue Date, the terms of which expressly provide that
     such class or series will rank senior to the Convertible
     Preferred Stock as to dividend rights or rights upon the
     liquidation, winding-up or dissolution of the Corporation.

*    "Series A Participating Cumulative Preferred Stock" shall
     mean the 1,000,000 shares of preferred stock of the Corporation
     designated as the Series A Participating Cumulative Preferred
     Stock, none of which have been issued as of the date of this
     Certificate of Designations.

*    "Trading Day" shall mean any day on which the Common Stock
     is traded for any period on the NYSE (or such other national
     securities exchange or automated quotation system on which the
     Common Stock is then listed or authorized for quotation).

*    "Transfer Agent" shall mean Mellon Investor Services LLC,
     the Corporation's duly appointed transfer agent, registrar,
     redemption, conversion and dividend disbursing agent for the
     Convertible Preferred Stock and transfer agent and registrar for
     any Common Stock issued upon conversion of or in payment of any
     portion of a dividend on shares of the Convertible Preferred
     Stock, or any successor duly appointed by the Corporation.

*    "Voting Stock" shall mean, with respect to any Person,
     securities of any class or classes of Capital Stock of such
     Person entitling the holders thereof (whether at all times or
     only so long as no senior class of stock has voting power by
     reason of contingency) to vote in the election of members of the
     Board of Directors or other governing body of such Person.

<PAGE>                         20

     IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Co-Chairman of the
Board, President and Chief Executive Officer and attested by its
Assistant Secretary this 20th day of June, 2002.

                                McMoRan EXPLORATION CO.


                                By: /s/   Richard C. Adkerson
                                   -----------------------------------
                                          Richard C. Adkerson
                                       Co-Chairman of the Board,
                                  President and Chief Executive Officer

Attest:


By:/s/ Douglas N. Currault II
   --------------------------
     Douglas N. Currault II
      Assistant Secretary

<PAGE>                              21