Exhibit 4.2

                DOBSON COMMUNICATIONS CORPORATION

            CERTIFICATE OF DESIGNATION OF THE POWERS,
               PREFERENCES AND RELATIVE, OPTIONAL
                   AND OTHER SPECIAL RIGHTS OF

                            SERIES A
                 CONVERTIBLE PREFERRED STOCK AND
      QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

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

     Dobson Communications Corporation, a corporation organized
and existing under the General Corporation Act of the State of
Oklahoma (the "Company"), does hereby certify that pursuant to
authority conferred upon the board of directors of the Company
(or any committee of such board of directors, the "Board of
Directors") by its Amended and Restated Certificate of
Incorporation, as amended (hereinafter referred to as the
"Certificate of Incorporation")  and pursuant to the provisions
of Title 18, Section 1032(G) of the General Corporation Act of
the State of Oklahoma, said Board of Directors is authorized to
issue Preferred Stock of the Company in one or more classes or
series and, acting by written consent dated November 9, 2000,
authorized the following Certificate of Designation:

     1.  Designation.  There is hereby created out of the
authorized and unissued shares of Preferred Stock of the Company
a series of Preferred Stock designated as the "Series A
Convertible Preferred Stock" (the "Convertible Preferred Stock").
The number of shares constituting such series shall be 200,000
shares of Convertible Preferred Stock, and such shares shall be
represented by stock certificates substantially in the form set
forth in Exhibit A hereto.  The date the Convertible Preferred
Stock is first issued is referred to as the "Issue Date,"
regardless of the number of times transfers of such shares of
Convertible Preferred Stock are made on records maintained by or
for the Company and regardless of the number of certificates
which may be issued to evidence shares of Convertible Preferred
Stock, provided that in the case of shares of Convertible
Preferred Stock issued in exchange for shares of Series AA
Preferred, the "Issue Date" of such shares shall be the date of
original issuance of the shares of Series AA Preferred which were
exchanged for the shares of Convertible Preferred Stock.

     2.  Rank.  The Convertible Preferred Stock shall, with
respect to dividend distributions and distributions upon
liquidation, winding-up and dissolution of the Company, rank (i)
senior to all classes of Common Stock of the Company and to each
other class of capital stock or series of Preferred Stock now
outstanding or hereafter created by the Board of Directors other
than Parity Capital Stock (including the Existing Parity Stock)
or Senior Capital Stock (collectively referred to herein,
together with all classes of Common Stock of the Company, as the
"Junior Capital Stock"), (ii) equally with the Existing Parity
Stock and with any class of capital stock or series of Preferred
Stock hereafter created by the Board of Directors the terms of
which have been approved by the Majority Holders in accordance
with Section 6(b) hereof and which expressly provide that such
class or series will rank on a parity with the Convertible
Preferred Stock as to dividend distributions and distributions
upon liquidation, winding-up and dissolution of the Company
(collectively referred to as "Parity Capital Stock"); and (iii)
junior to each class of capital stock or series of Preferred
Stock hereafter created by the Board of Directors the terms of
which have been approved by the Majority Holders in accordance
with Section 6(b) hereof and which expressly provide that such
class or series will rank senior to the Convertible Preferred
Stock as to dividend distributions and distributions upon
liquidation, winding-up and dissolution of the Company
(collectively referred to as "Senior Capital Stock").

     3.  Dividends.

          a.   The Holders of shares of the Convertible Preferred
Stock will be entitled to receive, when, as and if dividends are
declared by the Board of Directors, out of funds of the Company
legally available therefor, cumulative dividends in cash on each
outstanding share of Convertible Preferred Stock accruing
(whether or not earned or declared) at the rate of 5.96% per
annum on the sum of the Liquidation Preference thereof plus all
accrued and unpaid dividends thereon, payable quarterly in
arrears on the first Business Day of each May, August, November
and February (each, a "Dividend Payment Date") to the Holders of
record as of a date not less than 10 and not more than 60 days
preceding the relevant Dividend Payment Date, as fixed by the
Board of Directors.  Except as provided herein, accrued but
unpaid dividends, if any, may be paid on such dates as determined
by the Board of Directors.  Dividends payable on the Convertible
Preferred Stock will be computed on the basis of a 360-day year
of twelve 30-day months and will be deemed to accrue on a daily
basis.  Dividends on the Convertible Preferred Stock will accrue
from and including the Issue Date.  Prior to the fifth
anniversary of the Issue Date, no dividends shall be declared or
paid on the Convertible Preferred Stock other than upon (x) a
voluntary or involuntary liquidation, dissolution or winding up
of the Company in accordance with Section 4, (y) a redemption of
the Convertible Preferred Stock pursuant to Section 5 or (z) the
conversion of the Convertible Preferred Stock pursuant to Section
7.  Commencing on the first Dividend Payment Date after the fifth
anniversary of the Issue Date, dividends on the Convertible
Preferred Stock shall be paid, at the Company's option, in cash,
in shares of Class A Common Stock (each share of Class A Common
Stock valued for such purpose at the Closing Price of the Class A
Common Stock on the Trading Day immediately preceding the record
date for the payment of such dividends), or a combination
thereof.

          b.  Dividends on the outstanding Convertible Preferred
Stock will accrue whether or not the Company has earnings or
profits, whether or not there are funds legally available for the
payment of such dividends and whether or not dividends are
declared.  Dividends which have accrued on a share of Convertible
Preferred Stock will accumulate to the extent they are not paid
on the Dividend Payment Date for the Dividend Period to which
they relate and shall remain accumulated dividends with respect
to such share of Convertible Preferred Stock until paid to the
Holder thereof.

          c.  No dividend whatsoever shall 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 upon, or declared
and a sufficient sum set apart for the payment of such dividend
upon, all outstanding shares of Convertible Preferred Stock.  All
dividends paid with respect to shares of the Convertible
Preferred Stock pursuant to this Section 3 shall be paid pro rata
to the Holders entitled thereto.

          d.  (i) So long as the Original Investor owns at least
100,000 shares of Convertible Preferred Stock, without the
affirmative vote or consent of the Majority Holders, except as
otherwise provided in this Section 3(d), (A) no dividends or
other distributions shall be declared or paid upon, or any sum
set apart for the payment of any dividends or other distributions
upon, the shares of Junior Capital Stock (or any warrants,
rights, calls or options exercisable for or convertible into
Junior Capital Stock ) held by the Existing Major Stockholder or
an Existing Major Stockholder Affiliate and (B) no shares of
Junior Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into any Junior Capital Stock)
shall be purchased, redeemed or otherwise acquired or retired for
value by the Company from the Existing Major Stockholder or an
Existing Major Stockholder Affiliate; and (C) no monies shall be
paid into or set apart or made available for a sinking or other
like fund for the purchase, redemption or other acquisition or
retirement for value by the Company of any shares of Junior
Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into any Junior Capital Stock by
the Company) from the Existing Major Stockholder or an Existing
Major Stockholder Affiliate.

         (ii)     Notwithstanding the foregoing provisions of
this Section 3(d), the Company shall be entitled, without any
consent or approval of the Majority Holders being required, to
declare and pay stock dividends in shares of Common Stock on the
Common Stock held by the Existing Major Stockholder or an
Existing Major Stockholder Affiliate so long as pro rata stock
dividends are being declared and paid on all classes of Common
Stock then outstanding and so long as the applicable provisions
of Section 7 hereof are complied with.

          e.   In the event that the Company declares or pays any
dividends upon the Common Stock (whether payable in cash,
securities or other property) other than dividends payable solely
in shares of Common Stock, the Company shall also declare and pay
to the Holders of the Convertible Preferred Stock at the same
time that it declares and pays such dividends to the Holders of
the Common Stock, the dividends which would have been declared
and paid with respect to the Conversion Stock had all of the
outstanding Convertible Preferred Stock been converted in
accordance with Section 7(b) immediately prior to the record date
for such dividend, or if no record date is fixed, the date as of
which the record holders of Common Stock entitled to such
dividends are to be determined.

          f.   All accrued and unpaid dividends on any share of
Convertible  Preferred Stock shall be paid upon the conversion of
such share of Convertible Preferred Stock into Conversion Stock
in accordance with Section 7 below, such dividend to be paid, at
the Company's election, in cash, shares of Class A Common Stock
(each share of Class A Common Stock valued for such purpose at
the Closing Price of the Class A Common Stock on the Trading Day
immediately prior to such conversion), or a combination thereof.

     4.  Liquidation Rights.  Upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, after
payment in full of the outstanding debt obligations of the
Company, each Holder of shares of the Convertible Preferred Stock
shall be entitled to payment (before any distribution is made on
any Junior Capital Stock, including, without limitation, Common
Stock of the Company) out of the assets of the Company available
for distribution, an amount equal to the aggregate Liquidation
Preference of all shares of Convertible Preferred Stock held by
such Holder plus an amount equal to the accrued and unpaid
dividends thereon to the date fixed for liquidation, dissolution,
or winding up (such amount, the "Liquidation Amount"); provided,
however, that in the event that upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company the Holders
of the outstanding Convertible Preferred Stock would receive more
than the Liquidation Amount in the event their shares of
Convertible Preferred Stock were converted into Conversion Stock
pursuant to Section 7 immediately prior to such liquidation,
dissolution or winding-up (after giving effect to any
preferential amounts payable to holders of Senior Capital Stock
and any Parity Capital Stock then outstanding and which is not
then concurrently being converted into Common Stock), then each
Holder of Convertible Preferred Stock shall receive as a
distribution from the Company in connection with such
liquidation, dissolution or winding-up an amount equal to the
amount that would be paid if all Convertible Preferred Stock were
converted into Conversion Stock immediately prior to such
liquidation, dissolution or winding-up.  The provisions of this
Section 4 shall not in any way limit the right of the Holders of
Convertible Preferred Stock to elect to convert their shares of
Convertible Preferred Stock into Conversion Stock pursuant to
Section 7 prior to or in connection with any liquidation,
dissolution or winding-up of the Company.  After payment in full
of the amount to which Holders of Convertible Preferred Stock are
entitled pursuant to the foregoing sentence of this Section 4,
such Holders will not be entitled to any further participation in
any distribution of assets of the Company.  If upon any voluntary
or involuntary liquidation, dissolution or winding up of the
Company the amounts available for payment to the Holders of
Convertible Preferred Stock and the holders of Parity Capital
Stock are not sufficient to pay in full the Liquidation Amount to
the Holders of Convertible Preferred Stock and the preferential
amounts due the holders of Parity Capital Stock, the Holders of
the Convertible Preferred Stock and the holders of Parity Capital
Stock shall share equally and ratably in any distribution of
assets of the Company in proportion to the full liquidation
preference, including accumulated and unpaid dividends, to which
each is entitled.  Not less than 10 days prior to the payment
date stated therein, the Company shall mail written notice of any
such liquidation, dissolution or winding up to each record holder
of Convertible Preferred Stock, setting forth in reasonable
detail the amount of proceeds to be paid with respect to each
share of Convertible Preferred Stock, each share of Parity
Capital Stock and each share of Junior Capital Stock in
connection with such liquidation, dissolution or winding up.
Neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Company,
nor the consolidation or merger of the Company with or into one
or more entities nor the reduction of the capital stock of the
Company nor any other form of recapitalization or reorganization
affecting the Company will be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up of the
Company, unless such sale, conveyance, exchange, transfer,
consolidation or merger shall be in connection with the
liquidation, dissolution or winding up of the Company.

     5.  Redemption.

          a.   (i) On the twelfth (12th) anniversary of the Issue
Date (the "Redemption Date"), the Company shall redeem from any
source of funds legally available therefore, in the manner
provided in this Section 5 (a "Mandatory Redemption"), each share
of Convertible Preferred Stock then outstanding at a redemption
price equal to the Liquidation Preference, plus accrued and
unpaid dividends thereon (including an amount equal to a prorated
dividend for the Dividend Period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date)
(the "Redemption Price").

          (ii) The Company shall mail written notice (the
"Mandatory Redemption Notice") of the Mandatory Redemption to
each record Holder of Convertible Preferred Stock not more than
60 nor less than 30 days prior to the Redemption Date.  The
Mandatory Redemption Notice shall state:  (A) the Redemption
Price; (B) the total number of shares of Convertible Preferred
Stock being redeemed; (C) the number of shares of Convertible
Preferred Stock held, as of the appropriate record date, by the
Holder that the Company intends to redeem; (D) the Redemption
Date; (E) that the Holder is to surrender to the Company, at the
place or places where certificates for shares of Convertible
Preferred Stock are to be surrendered for redemption, in the
manner and at the price designated, its certificate or
certificates representing the shares of Convertible Preferred
Stock to be redeemed; and (F) that dividends on the shares of the
Convertible Preferred Stock to be redeemed shall cease to accrue
on the Redemption Date unless the Company defaults in the payment
of the Redemption Price.

          (iii) Each Holder of Convertible Preferred Stock shall
surrender the certificate or certificates representing such
shares of Convertible Preferred Stock to the Company, duly
endorsed, in the manner and at the place designated in the
Mandatory Redemption Notice and on the Redemption Date.  The full
Redemption Price for such shares of Convertible Preferred Stock
shall be payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each
surrendered certificate shall be canceled and retired.

          (iv) Unless the Company defaults in the payment in
full of the Redemption Price, dividends on the Convertible
Preferred Stock called for Mandatory Redemption shall cease to
accumulate on the Redemption Date, and the Holders of such
redeemed shares shall cease to have further rights with respect
thereto, from and after the Redemption Date, other than the right
to receive the Redemption Price, without interest.

          b.   (i)  Within 30 days following the occurrence of a
Change in Control, the Company shall be required (subject to any
contractual and other restrictions with respect thereto existing
on the Issue Date and the legal availability of funds therefor)
to make an offer to each Holder of Convertible Preferred Stock to
purchase (the "Change in Control Offer") all of each Holder's
Convertible Preferred Stock as of the date that is not more than
40 days after the date of mailing of such Change in Control Offer
(such date, the "Change in Control Redemption Date") for a
purchase price equal to 101% of the Liquidation Preference
(together with accrued and unpaid dividends to but not including
the Change in Control Redemption Date) (the "Change in Control
Redemption Price").  Notwithstanding the foregoing, the Company
shall not be required to redeem each share of Convertible
Preferred Stock following a Change in Control if any Indebtedness
outstanding as of the Issue Date which would prohibit such
redemption is outstanding upon the occurrence of a Change in
Control, until such Indebtedness is repaid, redeemed or
repurchased in full, in which case the date on which all such
Indebtedness is so repaid, redeemed or repurchased, will, under
this Certificate of Designation, be deemed to be the date upon
which such Change in Control shall have occurred.  Further, the
Company shall not be obligated to repurchase or redeem any of the
Convertible Preferred Stock pursuant to a Change in Control Offer
prior to the Company's repurchase of any shares of Existing
Parity Stock required to be purchased pursuant to the offer to
purchase required to be made to the holders of Existing Parity
Stock upon a "change in control" as provided in the 12-1/4%
Preferred Certificate of Designation and in the 13% Preferred
Certificate of Designation (the "Existing Parity Change in
Control Offer").  Notwithstanding the foregoing provisions of
this Section 5(b), in lieu of making a Change in Control Offer,
the Company may, but shall not be obligated to, elect to redeem
all of each Holder's shares of Convertible Preferred Stock as of
a date not more than 70 days after the Change in Control (the
"Payment Date") for the Change in Control Redemption Price (the
"Change in Control Redemption") in accordance with the provisions
of this Section 5(b); provided, however, if the Company elects a
Change in Control Redemption and has made an Existing Parity
Change in Control Offer, then the Payment Date shall be the same
date the Company is obligated to purchase Existing Parity Stock
pursuant to the Existing Parity Change in Control Offer.

          (ii) If the Company elects to make a Change in Control
Offer, the Company shall mail written notice to each Holder of
Convertible Preferred Stock (the "Offer to Purchase") no more
than 30 days following the Change in Control stating: (A) the
offer is being made pursuant to this Section 5(b) and that all
Convertible Preferred Stock validly tendered will be accepted for
payment on a pro rata basis; (B) the Change in Control Redemption
Price and the date the Company will purchase the Convertible
Preferred Stock tendered (which shall be a Business Day no
earlier than 30 days nor later than 40 days from the date such
notice is mailed); (C) that any Convertible Preferred Stock not
tendered will continue to accrue dividends pursuant to its terms;
(D) that, unless the Company defaults in the payment of the
Change in Control Redemption Price, any Convertible Preferred
Stock accepted for payment pursuant to the Offer to Purchase
shall cease to accrue dividends on and after the Change in
Control Redemption Date; (E) that Holders electing to have
Convertible Preferred Stock purchased pursuant to the Offer to
Purchase will be required to surrender the Convertible Preferred
Stock to the Company or its agent at the address specified in the
Offer to Purchase prior to the close of business on the Business
Day immediately preceding the Change in Control Redemption Date,
(F) that Holders will be entitled to withdraw their election if
the Company receives, not later than the close of business on the
third Business Day immediately preceding the Change in Control
Redemption Date, a telegram, facsimile transmission or letter
setting forth the name of such Holder, the Change in Control
Redemption Price of the Convertible Preferred Stock delivered for
purchase and a statement that such Holder is withdrawing its
election to have such Convertible Preferred Stock purchased; and
(G) that Holders whose Convertible Preferred Stock is being
purchased only in part will be issued new shares of Convertible
Preferred Stock equal in Liquidation Preference to the
unpurchased portion of the Convertible Preferred Stock
surrendered; provided that each share of Convertible Preferred
Stock purchased and each new share of Convertible Preferred Stock
issued shall be in a Liquidation Preference of $1,000 or integral
multiples thereof.

          On the Change in Control Redemption Date, the Company
shall (x) accept for payment on a pro rata basis Convertible
Preferred Stock or portions thereof validly tendered pursuant to
an Offer to Purchase and (y) pay the Holder the Change of Control
Redemption Price of all Convertible Preferred Stock or portions
thereof so accepted.  The Company shall promptly mail to such
Holders new shares of Convertible Preferred Stock equal in
Liquidation Preference to any unpurchased portion of the
Convertible Preferred Stock surrendered; provided that each share
of Convertible Preferred Stock purchased and each new share of
Convertible Preferred Stock issued shall be in a Liquidation
Preference of $1,000 or integral multiples thereof.

          (iii) If the Company elects to make a Change in
Control Redemption, the Company shall mail written notice (the
"Change in Control Redemption Notice") of the Change in Control
Redemption to each record Holder of Convertible Preferred Stock
no more than 30 days following the Change in Control.  The Change
in Control Redemption Notice shall state:  (A) the Change in
Control Redemption Price; (B) the total number of shares of
Convertible Preferred Stock being redeemed: (C) the number of
shares of Convertible Preferred Stock held, as of the appropriate
record date, by the Holder that the Company intends to redeem;
(D) the Payment Date; (E) that the Holder is to surrender to the
Company, at the place or places where certificates for shares of
Convertible Preferred Stock are to be surrendered for redemption,
in the manner and at the price designated, its certificate or
certificates representing the shares of Convertible Preferred
Stock to be redeemed; and (F) that dividends on the shares of the
Convertible Preferred Stock to be redeemed shall cease to accrue
on the Payment Date unless the Company defaults in the payment of
the Change in Control Redemption Price.

     Each holder of Convertible Preferred Stock shall surrender
the certificate or certificates representing such shares of
Convertible Preferred Stock to the Company, duly endorsed, in the
manner and at the place designated in the Change in Control
Redemption Notice and on the Payment Date.  The full Change in
Control Redemption Price for such shares of Convertible Preferred
Stock shall be payable in cash to the Person whose name appears
on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be canceled and retired.
Unless the Company defaults in the payment in full of the Change
in Control Redemption Price, dividends on the Convertible
Preferred Stock called shall cease to accumulate on the Payment
Date, and the Holders of such redeemed shares shall cease to have
further rights with respect thereto, from and after the Payment
Date, other than the right to receive the Change in Control
Redemption Price, without interest.

          c.  (i)  Not later than thirty (30) days prior to the
anticipated consummation of a Change in Control (or, if not
practicable in the circumstances of such Change in Control, as
soon as practicable, but in any event not later than 10 Business
Days prior to the Change in Control Date), the Company shall mail
to all Holders of record of the Convertible Preferred Stock a
written notice of the anticipated Change in Control (a "Change in
Control Notice").  The Change in Control Notice shall state:  (A)
the day on which the Change in Control will occur (the "Change in
Control Date") and, briefly, the events causing such Change in
Control; (B) the anticipated Change in Control Redemption Price;
(C) briefly, the conversion rights of the Convertible Preferred
Stock; (D) the then current Conversion Price (and the estimated
adjustment thereto, if any, that would be made pursuant to
Section 7(d)(iii)); (E) the procedures that the Holder must
follow to exercise its conversion  rights under Section 7 hereof;
(F) the procedures for withdrawing an exercise by the Holder of
its conversion rights under Section 7 hereof, including a form of
notice of withdrawal; and (G) that the Holder must satisfy the
requirements set forth in the Convertible Preferred Stock in
order to convert its Convertible Preferred Stock.

          (ii)  A Holder may exercise its rights specified in
Section 7(b) upon delivery of a written notice of the exercise of
such rights (a "Change in Control Conversion Notice") to the
Company at any time prior to the close of business on the fifth
(5th) Business Day next preceding the Change in Control Date,
stating: (A) the name of the Holder; (B) the certificate numbers
of the Convertible Preferred Stock that the Holder will deliver
to be converted; and (C) the number of shares of Convertible
Preferred Stock that the Holder will deliver to be converted.

          (iii)  Notwithstanding anything herein to the contrary,
any Holder delivering to the Company the Change in Control
Conversion Notice shall have the right to withdraw such Change in
Control Conversion Notice at any time prior to the close of
business on the fifth (5th) Business Day next preceding the
Change in Control Date by delivery of a written notice of
withdrawal to the Company in accordance with Section 5(c)(iv).

          (iv)  A Change in Control Conversion Notice may be
withdrawn by means of a written notice of withdrawal delivered by
the Holder to the office of the Company at any time prior to the
close of business on the fifth (5th) Business Day immediately
preceding the Change in Control Date, specifying:  (A) the name
of the Holder; (B) the certificate numbers of the Convertible
Preferred Stock in respect of which such notice of withdrawal is
being submitted; (C) the number of shares of Convertible
Preferred Stock with respect to which such notice of withdrawal
is being submitted; and (D) the number of shares, if any, of such
Convertible Preferred Stock that remains subject to the original
Change in Control Conversion Notice and that has been or will be
delivered for conversion.

          d.  (i)  Subject to the rights of holders of any Senior
Capital Stock then outstanding, if the funds of the Company
legally available for redemption of shares of Convertible
Preferred Stock and other Parity Capital Stock mandatorily
redeemable by the Company on the Redemption Date or the Change in
Control Redemption Date, as applicable, are insufficient to
redeem the total number of shares to be redeemed on such date,
those funds which are legally available shall be used to redeem
the maximum possible number of shares pro rata among the Holders
of the shares of Convertible Preferred Stock and such Parity
Capital Stock based upon the full amount payable by the Company
to the Holders of Convertible Preferred Stock and the holders of
such Parity Capital Stock on such Redemption Date or Change in
Control Redemption Date, as the case may be.  At any time
thereafter when additional funds of the Company are legally
available for the redemption of shares of Convertible Preferred
Stock and such Parity Capital Stock, such funds shall immediately
be used to redeem the balance of the shares which the Company has
become obligated to redeem on the Redemption Date or the Change
in Control Redemption Date, as applicable, but which it has not
redeemed.

          (ii)  The Company shall not, nor shall it permit any
Subsidiary to, redeem or otherwise acquire any shares of
Convertible Preferred Stock, except as expressly authorized
herein or pursuant to a purchase offer made pro rata to all
Holders of Convertible Preferred Stock on the basis of the number
of shares owned by each such Holder.

     6.  Voting Rights.

          a.   Except as otherwise provided herein or as required
by law, each Holder of Convertible Preferred Stock shall be
entitled to vote on all matters and shall be entitled to that
number of votes equal to the number of shares of Conversion Stock
into which such Holder's shares of Convertible Preferred Stock
could be converted, pursuant to the provisions of Section 7(b)
hereof, on the record date for the determination of stockholders
entitled to vote on such matter or, if no such record date is
established, on the date such vote is taken or any written
consent of stockholders is solicited.  Except as otherwise
expressly provided herein, in the Company's Certificate of
Incorporation or as required by law, the Holders of shares of
Convertible Preferred Stock and Common Stock shall vote together
as a single class on all matters.  The Holders of Convertible
Preferred Stock shall be entitled to notice of all stockholders
meetings in accordance with the Company's by-laws.

          b.   (i)  The Company may not, without the affirmative
vote or consent of the Original Holder (for so long as the
Original Holder holds the majority of the Convertible Preferred
Stock issued to it on the Issue Date or, if shares of Series AA
Preferred were issued to the Original Holder on the Issue Date,
the date on which shares of Convertible Preferred Stock were
issued to the Original Holder in exchange for such shares of
Series AA Preferred (the "Exchange Date")):

            (A)  amend, supplement, modify, terminate, waive or
restate any of the provisions of its Certificate of Incorporation
or its By-Laws or other preferred stock agreements, or any other
agreement entered into with respect to the Capital Stock or
equity securities of the Company in a way which would materially
adversely affect the rights, preferences, privileges or voting
rights of the shares of Convertible Preferred Stock, other than
in connection with the issuance of Special Parity Stock permitted
by subsection (B) below;

            (B)  authorize, create, issue, modify the material
terms of, or change the amount of authorized or issued shares of,
(x) any Senior Capital Stock (or any securities convertible into
or exchangeable for any Senior Capital Stock), or (y) any Parity
Capital Stock (or any securities convertible into or exchangeable
for any Parity Capital Stock), or (z) Indebtedness that by its
terms is convertible or exchangeable into Senior Capital Stock or
Parity Capital Stock (or any securities convertible into or
exchangeable for Senior Capital Stock or Parity Capital Stock),
other than (aa) payments of dividends on the Existing Parity
Stock in additional shares of Existing Parity Stock in accordance
with the Certificates of Designation of the Existing Parity Stock
and (bb) the authorization, creation and issuance of Special
Parity Stock within 90 days after the Issue Date;

            (C)  effect (y) any liquidation, dissolution or
winding up of the Company or (z) any reorganization of the
Company into a partnership or limited liability company or any
other non-corporate entity, which would result in the Company
being treated as a partnership for federal income tax purposes;

            (D)  enter into any agreement, transaction, commitment
or arrangement with its officers, directors, senior executives,
any holder of 5% or more of the Voting Stock of the Company or
any of their respective Affiliates unless such agreement,
transaction, commitment or arrangement is (x) in the ordinary
course of the Company's business on fair and reasonable terms no
less favorable to the Company than could be obtained at the time
of such transaction, or if pursuant to a written agreement, at
the time of execution of such agreement providing therefor, in a
comparable arms-length transaction, and, in each case, has been
approved or ratified by a majority of the disinterested members
of the Board of Directors following the disclosure to the Board
of Directors of such affiliate relationship or (y) those which
are in existence as of the Issue Date.

          (ii) Notwithstanding the foregoing provisions of this
Section 6(b), the creation, authorization or issuance of any
shares of any Junior Capital Stock, or the increase or decrease
in the amount of authorized Junior Capital Stock of any class
shall not require the affirmative vote or consent of the Majority
Holders and shall not be deemed to materially affect adversely
the rights, preferences, privileges or voting rights of shares of
Convertible Preferred Stock.

          (iii) Notwithstanding the foregoing, the provisions
of Sections 6(b)(i) shall cease to apply and shall be of no
further force or effect at such times as the Original Holder
holds less than a majority of the Convertible Preferred Stock
issued to it on the Issue Date or, if shares of Series AA
Preferred were issued to the Original Holder on the Issue Date,
the Exchange Date.

          c.   In any case in which the Holders of Convertible
Preferred Stock shall be entitled to vote (as Holders of
Convertible Preferred Stock rather than on an as-if-converted
basis) pursuant hereto or pursuant to Oklahoma law, each Holder
of Convertible Preferred Stock entitled to vote with respect to
such matters shall be entitled to one vote for each share of
Convertible Preferred Stock held.

     7.  Conversion.

          a.   If, (i) for at least thirty (30) Trading Days
(whether consecutive or not) in any thirty-five (35) Trading Day
period, the Daily Price per share of Common Stock has exceeded
200% of the Conversion Price then in effect or (ii) more than 90%
of the Convertible Preferred Stock issued on the Issue Date or,
if shares of Series AA Preferred were issued to the Original
Holder on the Issue Date, the Exchange Date has been converted to
Conversion Stock, then all outstanding shares of Convertible
Preferred Stock shall be automatically converted without further
action by the Company or any Holder (such 35th Trading Date or
the date on which more than 90% of the Preferred Stock has been
converted, the "Automatic Conversion Date"), into fully paid and
nonassessable shares of Conversion Stock in accordance with the
conversion formula and procedures set forth in Sections 7(b) and
7(c) below.  The Company shall give each Holder written notice of
the Automatic Conversion Date promptly after the occurrence
thereof.

          b.   All or any portion of a Holder's Convertible
Preferred Stock will be convertible at the option of the Holder,
at any time and from time to time, into shares of Conversion
Stock, unless previously redeemed or repurchased or converted
pursuant to Section 7(a) above.  The shares of Convertible
Preferred Stock shall be convertible into a number of shares of
Conversion Stock determined by dividing (x) the aggregate
Liquidation Preference of the shares of Convertible Preferred
Stock to be converted by (y) the Conversion Price then in effect.
The right to convert a share of the Convertible Preferred Stock
called for redemption or delivered for repurchase will terminate
at the close of business on the Redemption Date or the Change of
Control Redemption Date, as the case may be.

          c.   (i)  The right of conversion attaching to any
share of Convertible Preferred Stock may be exercised by the
Holder thereof by delivering the certificate evidencing such
share to be converted to the offices of the Company, accompanied
by a duly signed and completed notice of conversion in the form
set forth in Exhibit B or such other form as is reasonably
satisfactory to the Company.  The conversion date for shares of
Convertible Preferred Stock being converted pursuant to Section
7(b) will be the date on which the certificate evidencing such
share and the duly signed and completed notice of conversion are
so delivered (the "Optional Conversion Date").  As promptly as
practicable on or after the Optional Conversion Date or the
Automatic Conversion Date, as the case may be, the Company will
issue and deliver to each of the Holders whose shares of
Convertible Preferred Stock are being converted or have been
automatically converted, a certificate or certificates for the
number of full shares of Conversion Stock issuable upon
conversion, with any fractional shares rounded up to full shares
or, at the Company's option, payment in cash in lieu of any
fraction of a share, based on the Closing Price of the Common
Stock on the Trading Day preceding the Optional Conversion Date
or the Automatic Conversion Date, as the case may be.  Such
certificate or certificates will be delivered by the Company to
the appropriate Holder on a book-entry basis or by mailing
certificates evidencing the shares to the Holders at their
respective addresses set forth in the register of Holders
maintained by the Company.  All shares of Conversion Stock
issuable upon conversion of the Convertible Preferred Stock will
be made without charge to the Holders of such Convertible
Preferred Stock for any issuance tax in respect thereof or other
cost incurred by the Company in connection with such conversion
and the related issuance of shares of Conversion Stock and upon
issuance will be fully paid and nonassessable, free and clear of
all taxes, Liens, charges and encumbrances with respect to the
issuance thereof, and will rank pari passu with the other shares
of Conversion Stock and other Common Stock outstanding from time
to time.  Holders of Conversion Stock issued upon conversion of
shares of Convertible Preferred Stock will not be entitled to
receive any dividends payable to holders of Class A Common Stock
as of any record time before the close of business on the
Conversion Date or the Automatic Conversion Date, as the case may
be.

          (ii)  Notwithstanding any other provision hereof, if a
conversion of shares of Convertible Preferred Stock pursuant to
Section 7(b) is to be made in connection with a Change of
Control, Organic Change or other transaction affecting the
Company, the conversion of any shares of Convertible Preferred
Stock may, at the election of the Holder thereof, be conditioned
upon the consummation of such transaction, in which case such
conversion shall not be deemed to be effective until such
transaction has been consummated.

          (iii)  The Company shall not close its books against
the transfer of Convertible Preferred Stock or of Conversion
Stock issued or issuable upon conversion of Convertible Preferred
Stock in any manner which interferes with the timely conversion
of Convertible Preferred Stock.  The Company shall at all times
reserve and keep available out of its authorized but unissued
shares of Conversion Stock, solely for the purpose of issuance
upon the conversion of the Convertible Preferred Stock, such
number of shares of Conversion Stock issuable upon the conversion
of all outstanding Convertible Preferred Stock.  The Company
shall take all such actions as may be necessary to assure that
all such shares of Conversion Stock may be so issued without
violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which
shares of Conversion Stock may be listed (except for official
notice of issuance which shall be immediately delivered by the
Company upon each such issuance).  The Company shall not take any
action which would cause the number of authorized but unissued
shares of Conversion Stock to be less than the number of such
shares required to be reserved hereunder for issuance upon
conversion of the Convertible Preferred Stock.

          d.   Conversion Price.

            (i)  The initial Conversion Price shall be $25.35.  In
order to prevent dilution of the conversion rights granted under this
Section 7, the Conversion Price shall be subject to adjustment
from time to time on or after the Issue Date pursuant to this
Section 7(d).

            (ii) If and whenever the Company issues or sells, or in
accordance with Section 7(e) is deemed to have issued or sold,
any shares of its Common Stock for a consideration per share less
than 90% of the Current Market Price (such per share value, the
"Anti-Dilution Triggering Price") then immediately upon such
issue or sale or deemed issue or sale the Conversion Price shall
be reduced to the Conversion Price determined by multiplying the
Conversion Price in effect immediately prior to such issue or
sale by a fraction, the numerator of which shall be the sum of
(1) the number of shares of Common Stock Deemed Outstanding
immediately prior to such issue or sale multiplied by the Current
Market Price applicable to such issuance or sale, plus (2) the
sum of (x) the consideration, if any, received by the Company
upon such issue or sale and (y) the product of 10% of the Current
Market Price applicable to such issue or sale and the number of
shares of Common Stock issued or sold or deemed to have been
issued or sold, and the denominator of which shall be the product
derived by multiplying the Current Market Price applicable to
such issue or sale by the number of shares of Common Stock Deemed
Outstanding immediately after such issue or sale.

            (iii) If a conversion of shares of Convertible Preferred
Stock pursuant to Section 7(b) is to be made in connection with a
transaction that will result in a Change of Control and (x) the
holders of Common Stock will receive cash, securities and/or
other property upon the consummation of such transaction and (y)
the value of the per share consideration to be received by the
holders of Common Stock (as determined by the Board of Directors)
upon the consummation of such transaction (the "Per Share
Transaction Value") is less than the Conversion Price then
applicable, then such Conversion Price shall be reduced,
effective immediately prior to such conversion, to the Per Share
Transaction Value; provided if the transaction that would result
in such Change of Control is not consummated or the Per Share
Transaction Value upon consummation exceeds such Conversion
Price, the Conversion Price shall be retroactively adjusted to
eliminate the adjustment to the Conversion Price provided for by
this Section 7(d)(iii).

            (iv) Notwithstanding the foregoing, there shall be no
adjustment to the Conversion Price hereunder with respect to Permitted
Issuances.

          e.   For purposes of determining the adjusted
Conversion Price under Section 7(d) the following shall be
applicable:

            (i)  If the Company in any manner grants or sells any Options
and the price per share for which Common Stock is issuable upon the
exercise of such Options, or upon conversion or exchange of any
Convertible Securities issuable upon exercise of such Options, is
less than the Anti-Dilution Triggering Price, then the total
maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon
the exercise of such Options shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of
the granting or sale of such Options for such price per share.
For purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the
total amount, if any, received or receivable by the Company as
consideration for the granting or sale of such Options, plus the
minimum aggregate amount of additional consideration payable to
the Company upon exercise of all such Options, plus in the case
of such Options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any,
payable to the Company upon the issuance or sale of such
Convertible Securities and the conversion or exchange thereof, by
(B) the total maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon the conversion or
exchange of all such Convertible Securities issuable upon the
exercise of such Options.  No further adjustment of the
Conversion Price shall be made when Convertible Securities are
actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.

            (ii) If the Company in any manner issues or sells any Con-
vertible Securities and the price per share for which Common Stock is
issuable upon conversion or exchange thereof is less than the
Anti-Dilution Triggering Price, then the maximum number of shares
of Common Stock issuable upon conversion or exchange of such
Convertible Securities shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the
issuance or sale of such Convertible Securities for such price
per share.  For the purposes of this paragraph, the "price per
share for which Common Stock is issuable" shall be determined by
dividing (A) the total amount received or receivable by the
Company as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (B) the total maximum number
of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities.  No further
adjustment of the Conversion Price shall be made when Common
Stock is actually issued upon the conversion or exchange of such
Convertible Securities, and if any such issue or sale of such
Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be
made pursuant to other provisions of this Section 7, no further
adjustment of the Conversion Price shall be made by reason of
such issue or sale.

            (iii) If the purchase price provided for in any Options,
the additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities or the rate at which any
Convertible Securities are convertible into or exchangeable for
Common Stock changes at any time, the Conversion Price in effect
at the time of such change shall be immediately adjusted to the
Conversion Price which would have been in effect at such time had
such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or
conversion rate, as the case may be, at the time initially
granted, issued or sold; provided that if such adjustment would
result in an increase of the Conversion Price then in effect,
such adjustment shall not be effective until 30 days after
written notice thereof has been given by the Company to all
Holders of the Convertible Preferred Stock.  For purposes of
Section 7(e), if the terms of any Option or Convertible Security
which was outstanding as of the date of issuance of the
Convertible Preferred Stock are changed in the manner described
in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change.

            (iv) Upon the expiration of any Option or the termination of
any right to convert or exchange any Convertible Security without the
exercise of any such Option or right, the Conversion Price then
in effect hereunder with respect to any shares of Convertible
Preferred Stock shall be adjusted immediately to the Conversion
Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible
Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued; provided that if
such expiration or termination would result in an increase in the
Conversion Price then in effect, such increase shall not be
effective until 30 days after written notice thereof has been
given to all Holders of the Convertible Preferred Stock.  For
purposes of Section 7(e), the expiration or termination of any
Option or Convertible Security which was outstanding as of the
date of issuance of the Convertible Preferred Stock shall not
cause the Conversion Price hereunder to be adjusted unless, and
only to the extent that, a change in the terms of such Option or
Convertible Security caused it to be deemed to have been issued
after the date of issuance of the Convertible Preferred Stock.

            (v) If any Common Stock, Option or Convertible Security is
issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor shall be deemed to be the
amount received by the Company therefor (net of discounts,
commissions and related expenses).  If any Common Stock, Option
or Convertible Security is issued or sold for a consideration
other than cash, the amount of the consideration other than cash
received by the Company shall be the fair value of such
consideration, except where such consideration consists of
securities trading on a national securities exchange, in which
case the amount of consideration received by the Company shall be
the Closing Price thereof as of the date of receipt.  If any
Common Stock, Option or Convertible Security is issued to the
owners of the non-surviving entity in connection with any merger
in which the Company is the surviving corporation, the amount of
consideration therefor shall be deemed to be the fair value of
such portion of the net assets and business of the non-surviving
entity as is attributable to such Common Stock, Option or
Convertible Security, as the case may be.  The fair value of any
consideration other than cash and securities shall be determined
by the Board of Directors of the Company.

            (vi) In case any Option is issued in connection with the
issue or sale of other securities of the Company, together comprising
one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall
be deemed to have been issued for a consideration of $.01.

            (vii) The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the
account of the Company or any Subsidiary, and the disposition of
any shares so owned or held shall be considered an issue or sale
of Common Stock.

            (viii) If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (a) to receive a dividend
or other distribution payable in Common Stock, Options or in Con
vertible Securities or (b) to subscribe for or purchase Common
Stock, Options or Convertible Securities, then such record date
shall be deemed to be the date of the issue or sale of the shares
of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other
distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

          f.   If the Company at any time subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one
or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect
immediately prior to such subdivision shall be proportionately
reduced, and if the Company at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination
shall be proportionately increased.

          g.   Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or
substantially all of the Company's assets or other transaction,
in each case which is effected in such a manner that the holders
of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect
to or in exchange for Common Stock, but excluding any such
transaction which constitutes a Change in Control, is referred to
herein as an "Organic Change."  Prior to the consummation of any
Organic Change, the Company shall make appropriate provisions (in
form and substance satisfactory to the Majority Holders) to
insure that each of the Holders of Convertible Preferred Stock
shall thereafter have the right to acquire and receive, in lieu
of or in addition to (as the case may be) the shares of
Conversion Stock immediately theretofore acquirable and
receivable upon the conversion of such holder's
Convertible Preferred Stock, such shares of stock, securities or
assets as such Holder would have received in connection with such
Organic Change if such holder had converted its
Convertible Preferred Stock immediately prior to such Organic
Change.  In each such case, the Company shall also make
appropriate provisions (in form and substance satisfactory to the
Majority Holders) to insure that the provisions of this Section 7
shall thereafter be applicable to the Convertible Preferred
Stock.  The Company shall not effect any such consolidation,
merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance satisfactory
to the Majority Holders), the obligation to deliver to each such
Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such Holder may be
entitled to acquire.  No provision of this Section 7(g) shall
limit the obligation of Company to redeem, or the obligation of
Holder to sell to the Company, the Convertible Preferred Stock on
the Change of Control Redemption Date pursuant to Section 5.

          h.   No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in such rate; provided, however, that any
adjustments which by reason of this paragraph are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment or conversion or redemption of the
Convertible Preferred Stock.  All calculations under this
paragraph shall be made by the Company and shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the
case may be.  No adjustment need be made for a change in the par
value or no par value of the Common Stock.

          i.   The Company shall be entitled to make such
reductions in the Conversion Price, in additional to those
required by this Section 7, as it in its discretion shall
determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock
or securities or distributions of securities convertible into or
exchangeable for stock hereafter made by the Company to its
shareholders shall not be taxable.

          j.   (i)  Immediately upon any adjustment of the
Conversion Price, the Company shall give written notice thereof
to all Holders of Convertible Preferred Stock, setting forth in
reasonable detail and certifying the calculation of such
adjustment.

          (ii)  The Company shall give written notice to all
Holders of Convertible Preferred Stock at least 20 days prior to
the date on which the Company closes its books or takes a record
(a) with respect to any dividend or distribution upon Common
Stock, (b) with respect to any pro rata subscription offer to
holders of Common Stock or (c) for determining rights to vote
with respect to any Organic Change, dissolution or liquidation.

          (iii)  The Company shall also give written notice to
the Holders of Convertible Preferred Stock at least 20 days prior
to the date on which any Organic Change shall take place.

          (iv)  The Company shall provide to the Holders
reasonable notice of any other event that would result in an
adjustment to the Conversion Price so as to permit the Holders to
effect a conversion of Convertible Preferred Stock into shares of
Conversion Stock prior to the occurrence of such event.

         (k)  If an event not specifically provided for in this
Section 7 occurs which has substantially the same economic effect
on the Holders of Convertible Preferred Stock as those
specifically provided for in this Section 7, then the Board of
Directors shall make an appropriate adjustment in the Conversion
Price so as to protect the rights of the Holders of Convertible
Preferred Stock; provided, that no such adjustment shall increase
the Conversion Price as otherwise determined pursuant to this
Section 7 or decrease the number of shares of Conversion Stock
issuable upon conversion of each share of Convertible Preferred
Stock.

     8.  Preemptive Rights.  No shares of Convertible Preferred
Stock shall have any rights of preemption whatsoever as to any
securities of the Company, or any warrants, rights or Options
issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or Options may be designated,
issued or granted, except as may otherwise be set forth in an
agreement between the Company and one or more stockholders of the
Company.

     9.  Reissuance of Convertible Preferred Stock.  Shares of
Convertible Preferred Stock redeemed for or converted into
Conversion Stock or that have been reacquired in any manner shall
not be reissued as shares of Convertible Preferred Stock and
shall (upon compliance with any applicable provisions of the laws
of Oklahoma) have the status of authorized and unissued shares of
Preferred Stock of the Company undesignated as to series and may
be redesignated and reissued as part of any series of Preferred
Stock of the Company; provided, however, that so long as any
shares of Convertible Preferred Stock are outstanding, any
issuance of such shares must be in compliance with the terms
hereof.

     10. Business Day.  If any payment, redemption or conversion
shall be required by the terms hereof to be made on a day that is
not a Business Day, such payment, redemption or conversion shall
be made on the immediately succeeding Business Day.

     11. Amendment, Supplement and Waiver.  (a)  The Company may
amend this Certificate of Designation with the affirmative vote
or written consent of the Majority Holders (including votes or
consents obtained in connection with a tender offer or exchange
offer for the Convertible Preferred Stock) and, except as
otherwise provided by applicable law, any past default or failure
to comply with any provision of this Certificate of Designation
may also be waived with the affirmative vote or written consent
of the Majority Holders.  Notwithstanding the foregoing, however,
without the written consent of each Holder affected, an amendment
or waiver may not (with respect to any shares of the Convertible
Preferred Stock held by a non-consenting Holder):  (i) alter the
voting rights with respect to the Convertible Preferred Stock or
reduce the number of shares of the Convertible Preferred Stock
whose Holders must consent to an amendment, supplement or waiver,
(ii) reduce the Liquidation Preference of any share of the
Convertible Preferred Stock, (iii) reduce the rate of or change
the time for payment of dividends on any share of the Convertible
Preferred Stock, (iv) make any share of the Convertible Preferred
Stock payable in money other than United States dollars, (v) make
any change in the provisions of this Certificate of Designation
relating to waivers of the rights of Holders of the Convertible
Preferred Stock to receive the Liquidation Preference, (vi) make
any change (or waive any change) in the Conversion Price (except
pursuant to the express provisions herein) or (vii) make any
change in the foregoing amendment and waiver provisions.

         (b)   No change in the terms of this Certificate of
Designation may be accomplished by merger or consolidation of the
Company with another corporation or entity unless the Company has
obtained the prior written consent of the holders of the
applicable number of shares of Convertible Preferred Stock then
outstanding.

     12. Transfer and Exchange.  When Convertible Preferred
Stock is presented to the Company with a request to register the
transfer of such Convertible Preferred Stock or to exchange such
Convertible Preferred Stock for an equal number of shares of
Convertible Preferred Stock of other authorized denominations,
the Company shall register the transfer or make the exchange and
execute and deliver (at the Company's expense) a new certificate
or certificates in exchange therefor representing in the
aggregate the number of shares of Convertible Preferred Stock
represented by the surrendered certificate(s) as requested if its
reasonable requirements for such transaction are met and such
transfer or exchange is in compliance with applicable laws or
regulations.  Dividends shall accrue on the Convertible Preferred
Stock represented by any such new certificate delivered from the
date to which dividends have been fully paid on such Convertible
Preferred Stock represented by the surrendered certificate(s).

     13. Replacement.  Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the registered
holder shall be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any certificate evidencing
shares of Convertible Preferred Stock, and in the case of any
such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Company (provided that if the
holder is a financial institution or other institutional investor
its own agreement shall be satisfactory), or, in the case of any
such mutilation upon surrender of such certificate, the Company
shall (at its expense) execute and deliver in lieu of such
certificate a new certificate of like kind representing the
number of shares of such class represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Convertible Preferred Stock represented by
such new certificate from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated
certificate.

     14. Certain Definitions.  As used in this Certificate of
Designation, the following terms shall have the following
meanings (and (1) terms defined in the singular have comparable
meanings when used in the plural and vice versa, (2) "including"
means including without limitation, (3) "or" is not exclusive and
(4) an accounting term not otherwise defined has the meaning
assigned to it in accordance with United States generally
accepted accounting principles as in effect on the Issue Date and
all accounting calculations will be determined in accordance with
such principles), unless the content otherwise requires:

     "12-1/4% Preferred Certificate of Designation" means the
Certificate of Designation of the Powers, Preferences and
Relative, Optional and Other Special Rights of each series of the
Company's 12-1/4% Senior Exchangeable Preferred Stock due 2008 as
in effect on the date hereof, and which constitutes part of the
Certificate of Incorporation.

     "13% Preferred Certificate of Designation" means the
Certificate of Designation of the Powers, Preferences and
Relative, Optional and Other Special Rights of the Company's 13%
Senior Exchangeable Preferred Stock Mandatorily Redeemable 2009
and the Qualifications, Limitations and Preferences thereof, as
in effect on the date hereof, and which constitutes part of the
Certificate of Incorporation.

     "Affiliate" means, as applied to the Company, any Person
directly or indirectly controlling, controlled by or under direct
or indirect common control with Company.

     "Anti-Dilution Triggering Price" has the meaning given such
term in Section 7(d)(ii) hereof.

     "Automatic Conversion Date" has the meaning given such term
in Section 7(a) hereof.

     "Board of Directors" has the meaning given such term in
Paragraph 1 hereof.

     "Business Day" means each day which is not a Sunday,
Saturday or legal holiday in the State of Oklahoma.

     "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participation
or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into or exchangeable
for such equity.

     "Certificate of Designation" means this Certificate of
Designation of the Powers, Preferences and Relative, Optional and
Other Special Rights of Series A Convertible Preferred Stock and
the Qualification, Limitations and Restrictions thereof.

     "Certificate of Incorporation" has the meaning given such
term in Paragraph 1 hereof.

     "Change in Control" means (i) any "person" or "group"
(within the meaning of Section 13(d) or 14(d)(ii) on the Exchange
Act) other than the Original Holder becomes the ultimate
"beneficial owner" (as defined in Rule 13D-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting
Stock of the Company on a fully diluted basis and such ownership
represents a greater percentage of the total voting power of the
Voting Stock of the Company, on a fully diluted basis, than is
held by the Existing Stockholder and its Affiliates on such date
or (ii) individuals who on the Issue Date constitute the Board of
Directors (together with any new directors whose election to the
Board of Directors or whose nomination for election by the
Company's stockholders was approved by a vote of at least a
majority of the members of the Board of Directors then in office
who either were members of the Board of Directors on the Issue
Date or whose election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the
members of the Board of Directors then in office, or (iii) the
sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation) in one or a series of
related transactions, of all or substantially all the combined
assets of the Company and its Restricted Subsidiaries taken as a
whole, to any Person other than a Wholly Owned Subsidiary or the
Existing Stockholder or any Affiliates thereof or (iv) the
adoption by the Board of Directors of a plan of liquidation or
dissolution of the Company.

     "Change in Control Date" has the meaning given such term in
Section 5(a)(i)(A) hereof.

     "Change in Control Offer" has the meaning given such term
in Section 5(b)(i) hereof.

     "Change in Control Redemption" has the meaning given such
term in Section 5(b)(i) hereof.

     "Change in Control Redemption Date" has the meaning given
such term in Section 5(b)(i) hereof.

     "Change in Control Redemption Notice" has the meaning given
such term in Section 5(b)(iii) hereof.

     "Change in Control Redemption Price" has the meaning given
such term in Section 5(b)(i) hereof.

     "Class A Common Stock" means the Class A Common Stock, par
value $.001 per share, of the Company.

     "Class B Common Stock" means the Class B Common Stock, par
value $.001 per share, of the Company.

     "Class C Common Stock" means the Class C Common Stock, par
value $.001 per share, of the Company.

     "Class D Common Stock" means the Class D Common Stock, par
value $.001 per share, of the Company.

     "Closing Price" means on any day the reported last sale
price on such day, or in case no sale takes place on such day,
the average of the reported closing bid and ask prices on the
principal national securities exchange (which shall include
NASDAQ) on which such stock is listed or admitted to trading (and
if the Class A Common Stock is listed or admitted to trading on
more than one U.S. national or non-U.S. securities exchange, the
Company shall determine, in its reasonable discretion, the
principal securities exchange on which such Class A Common Stock
is listed or admitted to trading), or if not listed or admitted
to trading on any securities exchange, the average of the closing
bid and ask prices as furnished by any independent registered
broker-dealer firm, selected by the Company for that purpose, in
each case adjusted for any stock split during the relevant
period.

     "Common Stock" means, collectively, the Class A Common
Stock, the Class B Common Stock, the Class C Common Stock and the
Class D Common Stock and any other class of Capital Stock
authorized to be issued by the Company after the Issue Date which
is not Preferred Stock of the Company.

     "Common Stock Deemed Outstanding" means, at any given time,
the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock deemed to be
outstanding pursuant to Sections 7(e)(i) and 7(e)(ii) hereof
whether or not the Options or Convertible Securities are actually
exercisable at such time.

     "Company" has the meaning given such term in Paragraph 1
hereof.

     "Conversion Stock" means shares of Class A Common Stock;
provided that if there is a change such that the securities
issuable upon conversion of the Convertible Preferred Stock are
issued by an entity other than the Company or there is a change
in the type or class of securities so issuable, then the term
"Conversion Stock" shall mean one share of the security issuable
upon conversion of the Convertible Preferred Stock if such
security is issuable in shares, or shall mean the smallest unit
in which such security is issuable if such security is not
issuable in shares.

     "Convertible Preferred Stock" has the meaning given such
term in Section 1 hereof.

     "Convertible Securities" means any stock or securities
directly or indirectly convertible into or exchangeable for
Common Stock.

     "Credit Agreement" means that certain Amended, Restated and
Consolidated Revolving Credit and Term Loan Agreement dated as of
January 18, 2000 among Dobson Operating Co. L.L.C., as Borrower,
Banc of America Securities, LLC, Sole Lead Manager and Book
Running Manager, Bank of America, N.A., Administrative Agent,
Lehman Commercial Paper Inc. and Toronto Dominion (Texas), Inc.,
Co-Syndication Agents and First Union National Bank and PNC Bank,
National Association, Co-Documentation Agents, the Lenders named
therein and certain other parties, as to which the Company is a
"Loan Party" (as defined therein), as such agreement is modified,
amended and supplemented from time to time or replaced upon the
refinancing or refunding of the Indebtedness incurred thereunder.

     "Current Market Price" means the average Daily Price of the
Class A Common Stock for the fifteen (15) Trading Days immediate
prior to the Pricing Date.

     "Daily Price" means, as of any date, the Closing Price on
such date as reported on NASDAQ or if the Company's shares of
Class A Common Stock are not listed for trading on NASDAQ, the
principal stock exchange on which such shares are listed for
trading.

     "Dividend Payment Date" has the meaning given such term in
Section 3(a) hereof.

     "Dividend Period" means the Dividend Period commencing on
each February 1, May 1, August 1 and November 1 and ending on the
day before the following Dividend Period; provided however that
the first such Dividend Period shall commence on the Issue Date.

     "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

     "Existing Parity Change in Control Offer" has the meaning
given such term in Section 5(b)(i).

     "Existing Parity Stock" means (i) the Company's 12-1/4% Senior
Exchangeable Preferred Stock due 2008 and (ii) the Company's 13%
Senior Exchangeable Preferred Stock Mandatorily Redeemable 2009.

     "Existing Major Stockholder" means Dobson CC Limited
Partnership, an Oklahoma limited partnership.

     "Existing Major Stockholder Affiliate" means, as applied to
the Existing Major Stockholder, any Person directly or indirectly
controlled by Everett R. Dobson.  For purposes of this
definition, a Family Member shall be considered an Existing Major
Stockholder Affiliate.

     "Fair Value" means (i) in the case of the sale or issuance
of Common Stock other than pursuant to the conversion or exercise
of Convertible Securities or Options, the fair value of such
Common Stock on the date such issuance is authorized by the Board
of Directors; provided a discount of 15% of the Current Market
Price on such date shall not be considered to result in the
issuance of such Common Stock for less than fair value, (ii) in
the case of the sale or issuance of Convertible Securities and
Options, that the conversion or exercise price per share of
Common Stock (plus any amount received by the Company upon
issuance of the Convertible Securities or Options) is not less
than the amount referred to in clause (i).

     "Family Member" means Everett R. Dobson's spouse, child
(including a stepchild or adopted child), grandchildren or parent
and each trust, family limited partnership or other entity
created for the primary benefit of any one or more of them.

     "GAAP" means generally accepted accounting principles in
the United States of America as in effect as of the Closing Date,
including, without limitation, those set forth in the opinions
and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as approved by a
significant segment of the accounting profession.

     "Holders" means the holders from time to time of shares of
Convertible Preferred Stock, and the term "Holder" means any one
of them.

     "Indebtedness" means, with respect to any Person at any
date of determination (without duplication), (i) all indebtedness
of such Person for borrowed money, and (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other
similar instruments; provided (A) that the amount outstanding at
any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at
the time of its issuance as determined in conformity with GAAP,
(B) money borrowed at the time of the Incurrence of any
Indebtedness in order to pre-fund the payment of interest on such
Indebtedness shall be deemed not to be "Indebtedness" and (C)
that Indebtedness shall not include any liability for federal,
state, local or other taxes.

     "Issue Date" has the meaning given such term in Section 1
hereof.

     "Junior Capital Stock" has the meaning given such term in
Section 2 hereof.

     "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without
limitation, any conditional sale or other title retention
agreement or lease in the nature thereof or any agreement to give
any security interest).

     "Liquidation Amount" has the meaning given such term in
Section 4.

     "Liquidation Preference" means, in respect of each share of
Convertible Preferred Stock, the sum of One Thousand Dollars
($1,000.00), appropriately adjusted for stock splits, stock
dividends, recapitalizations and the like with respect to the
Convertible Preferred Stock.

     "Majority Holders" means as of a given date, the Holders of
a majority of the shares of Convertible Preferred Stock
outstanding on such date.

     "Mandatory Redemption" has the meaning given such term in
Section 5(a)(i) hereof.

     "Mandatory Redemption Notice" has the meaning given such
term in section 5(a)(ii) hereof.

     "NASDAQ" means the National Association of Securities
Dealers Automated Quotation System.

     "Offer to Purchase" has the meaning given such term in
Section 5(b)(ii) hereof.

     "Optional Conversion Date" has the meaning specified in
Section 5(c) hereof.

     "Options" means any rights, warrants or options to
subscribe for or purchase Common Stock or Convertible Securities.

     "Organic Change" has the meaning specified in Section 7(g)
hereof.

     "Original Holder" means AT&T Wireless Services Inc. and its
Affiliates.

     "Parity Capital Stock" has the meaning given such term in
Section 2 hereof.

     "Payment Date" has the meaning given such term in Section
5(b)(i) hereof.

     "Permitted Issuance" means the sale or issuance of (i)
Common Stock (or Convertible Securities or Options) (A) to
officers, directors, employees, or consultants of the Company and
its Subsidiaries at Fair Value pursuant to compensation
arrangements approved by the Board of Directors, (B) to officers,
directors, employees or consultants of the Company and its
Subsidiaries pursuant to stock purchase agreements approved by
the Board of Directors or (C) upon the conversion of any Options
or Convertible Securities (including the Convertible Preferred
Stock), (ii) Common Stock (or Convertible Securities) issued as
consideration to Persons in connection with the Company's or a
Subsidiary's acquisition of telecommunications licenses,
telecommunications businesses and/or other assets ancillary to
the operation of a telecommunications business or the Capital
Stock of a Person principally engaged in a business which is the
same or substantially the same as a business as that is conducted
by the Company or a Subsidiary as of the Issue Date; (iii) Common
Stock (or Convertible Securities), not in excess of five percent
(5%) of the Common Stock Deemed Outstanding at the time of such
issuance, in connection with the issuance of debt securities by
the Company or any Subsidiary, (iv) shares of the Company's
Capital Stock issued in connection with a stock split, stock
dividend, combination, reorganization, recapitalization or other
similar event for which adjustment is made in accordance with
Section 7 hereof and (v) in the case of Parity Capital Stock,
Senior Capital Stock and Convertible Preferred Stock, shares of
Parity Capital Stock, Senior Capital Stock and Junior Capital
Stock, respectively, issued as the payment of a dividend thereon,
in accordance with the terms thereof.

     "Per Share Transaction Value" has the meaning given such
term in Section 7(d)(iii).

     "Person" means any individual, corporation, partnership,
joint venture, limited liability company, association, joint-
stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof or any other entity.

     "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or
as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.

     "Pricing Date" means (i) if the Company issues, or is
deemed pursuant to Section 7(e) to have issued, Common Stock
pursuant to a contractual obligation to issue (x) a fixed number
of shares of Common Stock or (y) shares of Common Stock at a
fixed price, the date the Company became so contractually
obligated to do so and (ii) if the Company issues, or is deemed
pursuant to Section 7(e) to have issued, Common Stock pursuant to
a contractual obligation pursuant to which the value of the
shares of Common Stock to be issued, or the number of shares to
be issued, could fluctuate based upon future events, including
the Daily Price, the date the Company became so contractually
obligated and (iii) if the Company issues, or is deemed pursuant
to Section 7(e) to have issued, Common Stock other than in the
circumstances described in clause (i) or (ii), the date of such
issuance or deemed issuance.

     "Redemption Date" has the meaning given such term in
Section 5(a)(i) hereof.

     "Redemption Price" has the meaning given such term in
Section 5(a)(i) hereof.

     "Restricted Subsidiaries" means any Subsidiary of the
Company other than an Unrestricted Subsidiary.

     "Securities Act" means the Securities Act of 1933, as
amended.

     "Senior Capital Stock" has the meaning given in Section 2.

     "Series AA Preferred" means shares of the Company's Series
AA Preferred Stock, $1.00 par value each.

     "Special Parity Stock" means shares of Preferred Stock of
the Company authorized for issue by the Board of Directors the
material powers, preferences and relative, optional and other
rights of which are, taken as a whole, no more favorable to the
holder thereof as those of the Convertible Preferred Stock and
which expressly provide that such shares rank on a parity with
the Convertible Preferred Stock as to dividend distributions and
distributions upon liquidation, winding-up and dissolution of the
Company; provided, if such shares are being issued pursuant to
the conversion provisions of any Indebtedness or Convertible
Securities, such shares will constitute Special Parity Stock only
if the issuance of such Indebtedness or Convertible Securities
shall have been approved by the Majority Holders.

     "Subsidiary"/"Subsidiaries" means any corporation,
partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to
the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company or one or more
of the other Subsidiaries of the Company or a combination
thereof, or (ii) if a partnership, limited liability company,
association or other business entity, a majority of the ownership
interests therein is at the time owned or controlled, directly or
indirectly, by the Company or one or more Subsidiaries of that
person or a combination thereof.  For purposes hereof, the
Company shall be deemed to have a majority ownership interest in
a partnership, limited liability company, association or other
business entity if the Company shall be allocated a majority of
partnership, limited liability company, association or other
business entity gains or losses or shall be or control the
managing general partner of such partnership, association or
other business entity or a manager of such limited liability
company.

     "Trading Day" means, in respect of any securities exchange
or securities market, each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded
on the applicable securities exchange or in the applicable
securities market.

     "Voting Stock" means, with respect to any Person, capital
stock of any class or kind ordinarily having the power to vote
for the election of directors, managers or other voting members
of the governing body of such Person.

     "Wholly-Owned" means, in respect to any Subsidiary of any
Person, the ownership of all of the outstanding Capital Stock of
such Subsidiary (other than any director's qualifying shares or
investments by foreign nationals mandated by applicable law) by
such Person or one or more Wholly-Owned Subsidiaries of such
Person.

     "Unrestricted Subsidiary" means (i) DCC PCS, Inc. or any
other Subsidiary of the Company that at the time of determination
after the Issue Date shall be designated an "Unrestricted
Subsidiary" by the Board of Directors in the manner provided for
in the Credit Agreement or under the agreements to which the
Company sold the Existing Parity Stock and (ii) any Subsidiary of
an Unrestricted Subsidiary.

     IN WITNESS WHEREOF, said Dobson Communications Corporation,
has caused this Certificate of Designation to be signed
by Everett R. Dobson, its Chief Executive Officer, this 8th day of
February, 2001.

                              DOBSON COMMUNICATIONS CORPORATION

                               By     EVERETT R. DOBSON
                               Name:  Everett R. Dobson
                               Title: Chief Executive Officer
<PAGE>
                            EXHIBIT A


          FORM OF SERIES A CONVERTIBLE PREFERRED STOCK


                        FACE OF SECURITY


          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.  SUCH SHARES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

<PAGE>

Certificate Number       Number of Shares of Series A Convertible
                                                  Preferred Stock



            Series A Convertible Preferred Stock (par
           value $1.00 (Liquidation Preference $1,000
       per share of Series A Convertible Preferred Stock)

                               of

                Dobson Communications Corporation


     Dobson Communications Corporation, an Oklahoma corporation
(the "Company"), hereby certifies that __________ (the "Holder")
is the registered owner of ________ fully paid and non-assessable
preferred securities of the Company designated the Series A
Convertible Preferred Stock (par value $1.00) (liquidation
preference $1,000 per share of Convertible Preferred Stock) (the
"Convertible Preferred Stock").  The designation, rights,
privileges, restrictions, preferences and other terms and
provisions of the Convertible Preferred Stock represented hereby
are issued and shall in all respects be subject to the provisions
of the Certificate of Designation dated _________, 2001, as the
same may be amended from time to time (the "Certificate of
Designation").  Capitalized terms used herein but not defined
shall have the meaning given them in the Certificate of
Designation.  The Company will provide a copy of the Certificate
of Designation to a Holder without charge upon written request to
the Company at its principal place of business.

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

     Upon receipt of this certificate, the Holder is bound by
the Certificate of Designation and is entitled to the benefits
thereunder.

     IN WITNESS WHEREOF, the Company has executed this
certificate this ____ day of ________, 2001

                              DOBSON COMMUNICATIONS CORPORATION

                              By:
                                 Name:
                                 Title:

                              By:
                                 Name:
                                 Title:
<PAGE>
                      REVERSE OF SECURITY


     Dividends on each share of Convertible Preferred Stock
shall be payable at a rate per annum set forth in the face hereof
or as provided in the Certificate of Designation.

     The shares of Convertible Preferred Stock shall be
redeemable as provided in the Certificate of Designation.  The
shares of Convertible Preferred Stock shall be convertible into
the Company's Common Stock in the manner and according to the
terms set forth in the Certificate of Designation.

     As required under Oklahoma law, the Company shall furnish
to any Holder upon request and without charge, a full summary
statement of the designations, voting rights preferences,
limitations and special rights of the shares of each class or
series authorized to be issued by the Company so far as they have
been fixed and determined and the authority of the Board of
Directors to fix and determine the designations, voting rights,
preferences, limitations and special rights of the class and
series of shares of the Company.

<PAGE>
                            EXHIBIT B

                      NOTICE OF CONVERSION


(To be Executed by the Registered Holder
in order to Convert the Convertible Preferred Stock)


     The undersigned hereby irrevocably elects to convert (the
"Conversion") shares of Series A Convertible Preferred Stock (the
"Convertible Preferred Stock"), represented by stock certificate
No(s). ______________ (the "Convertible Preferred Stock
Certificates") into shares of Class A Common Stock ("Common
Stock") of Dobson Communications Corporation (the "Company")
according to the conditions of the Certificate of Designation of
the Powers, Preferences and Relative, Optional and Other Special
Rights of the Series A Convertible Preferred Stock and
Qualifications, Limitations and Restrictions Thereof (the
"Certificate of Designation"), as of the date written below.  If
shares are to be issued in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such
certificates.  No fee will be charged to the holder for any
conversion.  A copy of each Convertible Preferred Stock
Certificate is attached hereto (or evidence of loss, theft or
destruction thereof).

     The undersigned represents and warrants that all offers and
sales by the undersigned of the shares of Common Stock issuable
to the undersigned upon conversion of the Convertible Preferred
Stock shall be made pursuant to registration of the Common Stock
under the Securities Act of 1933 (the "Act"), or pursuant to any
exemption from registration under the Act.

     Capitalized terms used but not defined herein shall have
the meanings ascribed thereto in or pursuant to the Certificate
of Designation.

Date of Conversion:

Applicable Conversion Price:  $25.35

Number of shares of Convertible
Preferred Stock to be Converted:

Number of shares of Common Stock
to be Issued:*

Signature:

Name:

Address:**

Fax No.:
_______________________________

*    The Company is not required to issue shares of Common Stock
     until the original Convertible Preferred Stock
     Certificate(s) (or evidence of loss, theft or destruction
     thereof) to be converted are received by the Company.  The
     Company shall issue and deliver shares of Common Stock to an
     overnight courier not later than three business days
     following receipt of the original Convertible Preferred
     Stock Certificate(s) to be converted.

**   Address where shares of Common Stock and any other payments
     or certificates shall be sent by the Company.