<PAGE>                                EXHIBIT 4.4                    

                                
                                
                                
                                
                                
                      AMENDED AND RESTATED
            CERTIFICATE OF DESIGNATIONS, PREFERENCES
            AND RELATIVE, PARTICIPATING, OPTIONAL AND
                OTHER SPECIAL RIGHTS OF PREFERRED
              STOCK AND QUALIFICATIONS, LIMITATIONS
                    AND RESTRICTIONS THEREOF
                                
                               OF
                                
        CLASS A CUMULATIVE PERPETUAL INCREASING DIVIDEND
                         PREFERRED STOCK
                                
                               OF
                                
                        EEX CAPITAL INC.
                                
                    _________________________
                                
                 Pursuant to Section 151 of the
        General Corporation Law of the State of Delaware
                                
                    _________________________
                                
          EEX  Capital  Inc. (the "Corporation"),  a  corporation
organized and existing under the General Corporation Law  of  the
State  of  Delaware,  certifies that pursuant  to  the  authority
contained  in Article 4 of its Certificate of Incorporation  (the
"Certificate  of  Incorporation")  and  in  accordance  with  the
provisions of Section 151 of the General Corporation Law  of  the
State  of Delaware, the Board of Directors of the Corporation  by
unanimous written consent dated September 25, 1997 duly  approved
and adopted the following resolution which resolution remains  in
full force and effect on the date hereof:

     RESOLVED, that pursuant to the authority vested in the Board
of  Directors by its Certificate of Incorporation, the  Board  of
Directors  does hereby reconfirm its prior designation, creation,
authorization and provision for the issue of Class  A  Cumulative
Perpetual  Increasing  Dividend Preferred  Stock  (the  "Class  A
Preferred Stock"), par value $0.001 per share, with a liquidation
preference of $1,000.00 per share, consisting of 150,000  shares,
having  amended  and  restated  voting  powers,  preferences  and
relative,  participating, optional and other special rights,  and
qualifications, limitations and restrictions thereof as follows:

          Certain Definitions.

          Unless  the  context  otherwise  requires,  the   terms
defined  in this Section 1 shall have, for all purposes  of  this
resolution, the meanings herein specified (with terms defined  in
the singular having comparable meanings when used in the plural):

     Additional  Costs.  The term "Additional Costs"  shall  have
the meaning assigned to it in the Subscription Agreement.

     Affiliate.  The term "Affiliate" shall mean with respect  to
any  Person,  any  other  Person that,  directly  or  indirectly,
through  one  or more intermediaries, controls, or is  controlled
by,  or  is under common control with, such Person.  For purposes
of  the  foregoing  definition, "control"  means  the  direct  or
indirect  ownership  of more than 50% of the outstanding  capital
stock or other equity interests having ordinary voting power.

     Affiliate  Transaction.   The term  "Affiliate  Transaction"
shall have the meaning set forth in Section 7(n) below.

     Business  Day.   The term "Business Day" shall  mean  a  day
other  than a Saturday, a Sunday, any federal holiday or any  day
on  which dealings in U.S. dollar deposits are not carried out in
the London interbank market.

     Capital   Lease   Obligation.   The  term   "Capital   Lease
Obligation" shall mean, with respect to EEX or any Subsidiary  of
EEX,  the obligations of such Person to pay rent or other amounts
under a lease of (or other agreement conveying the right to  use)
real  and/or personal property which obligations are required  to
be  classified  and accounted for as a liability  for  a  capital
lease  on a balance sheet of such Person in accordance with  GAAP
and,   for  purposes  of  this  Agreement,  the  amount  of  such
obligations shall be the capitalized amount thereof.

     Capital Stock.  The term "Capital Stock" shall mean  (i)  in
the  case of a corporation, corporate stock, (ii) in the case  of
an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however  designated)
of   corporate  stock,  (iii)  in  the  case  of  a  partnership,
partnership interests (whether general or limited) and  (iv)  any
other  interest  or participation that confers on  a  Person  the
right  to  receive  a  share of the profits  and  losses  of,  or
distributions of assets of, the issuing Person.

     Change of Control.  The term "Change of Control" shall  mean
the  acquisition by any Person, or two or more Persons acting  in
concert,  of  beneficial ownership (within  the  meaning  of  the
Exchange) Act of 35% or more of the outstanding shares of  voting
stock of EEX.

     Change of Control Offer.  The term "Change of Control Offer"
shall have the meaning set forth in Section 6(a) below.

     Change  of  Control  Payment.  The term "Change  of  Control
Payment" shall have the meaning set forth in Section 6(a) below.

     Change of Control Payment Date.  The term "Change of Control
Payment  Date"  shall  have  the meaning  set  forth  in  Section
6(d)(ii) below.

     Common Stock.  The term "Common Stock" shall mean all shares
now  or hereafter authorized of any class of common stock of  the
Corporation,  including the common stock, par value  $100.00  per
share,   and  any  other  stock  of  the  Corporation,  howsoever
designated,  authorized after the Initial Issue Date,  that  have
the  right (subject always to prior rights of any class or series
of  preferred  stock) to participate in the distribution  of  the
assets  and earnings of the Corporation without limit as  to  per
share amount.

     Debt.    The  term  "Debt"  shall  mean  for  EEX  and   its
Subsidiaries  (except the Corporation), the sum of the  following
(without duplication): (i) all obligations for borrowed money  or
evidenced  by bonds, debentures, mandatorily redeemable preferred
stock  with  maturities before the Revolving  Credit  Termination
Date  (as  defined in the EEX Credit Agreement), notes  or  other
similar instruments (excluding interest, fees and charges);  (ii)
all  obligations in respect of bankers' acceptances, unreimbursed
drawings  on letters of credit, surety or other bonds; (iii)  all
Capital  Lease Obligations; (iv) all Operating Lease Obligations;
(v)  all  financial  guaranties in  respect  of  Indebtedness  of
unconsolidated  Affiliates  and  unrelated  Persons;   (vi)   all
obligations secured by a Lien on any asset, whether or  not  such
Indebtedness  is  assumed, but excluding obligations  secured  by
Liens permitted by Sections 9.02(c), (e), (f), (h), (i), (j), (k)
and  (l)  of  the  EEX  Credit Agreement;  (vii)  all  production
payments  in connection with oil and gas properties;  and  (viii)
all  Indebtedness  of Special Entities (as  defined  in  the  EEX
Credit Agreement) to the extent the Corporation or any Subsidiary
is   liable  for  such  Indebtedness  and  is  reflected  on  the
consolidated  balance  sheet of EEX or any Subsidiary;  provided,
however, such term shall not include Permitted Subordinated Debt.

     Debt  to  Capital Ratio.  The term "Debt to  Capital  Ratio"
shall have the meaning set forth in Section 5(b) below.

     Default.  The term "Default" shall mean an Event of  Default
or  an event which with notice or lapse of time or both would  be
an Event of Default.

     Dividend.   The  term  "Dividend" shall  mean  any  dividend
payable in accordance with Section 2(a) below.

     Dividend  Payment  Date.  The term "Dividend  Payment  Date"
shall have the meaning set forth in Section 2(a) below.

     Dividend Period.  The term "Dividend Period" shall mean  the
period  from, and including, the Initial Issue Date to,  but  not
including,  the first Dividend Payment Date and thereafter,  each
period  from, and including, the preceding Dividend Payment  Date
to, but not including the next Dividend Payment Date.

     EEX.  The term "EEX" shall mean Enserch Exploration, Inc., a
Texas corporation.

     EEX Credit Agreement.  The term "EEX Credit Agreement" shall
mean  that certain Credit Agreement dated as of May 1, 1995 among
EEX,  as  borrower,  The Chase Manhattan Bank, as  Administrative
Agent,  and  the lenders signatory thereto, as amended  by  First
Amendment  dated  September 19, 1996, and Second Amendment  dated
June 27, 1997, and as modified by that certain letter from EEX to
the  Administrative  Agent  and in effect  on  the  Closing  Date
together  with  such  amendments thereto as  may  be  adopted  in
accordance therewith and consented to by the Majority Holders.

     EEX  Subordination  Agreement.  The term "EEX  Subordination
Agreement" shall mean the subordination agreement effective as of
September  29,  1997 issued by the Corporation in  favor  of  the
administrative  agent  and  the  lenders  under  the  EEX  Credit
Agreement  and  subordinating  the  Subordinated  Note   to   the
"Superior   Indebtedness"  (as  defined  in  such   subordination
agreement.)

     Effective  Date.   The  term  "Effective  Date"  shall  mean
October 27, 1997.

     Engagement Letter.  The term "Engagement Letter" shall  mean
that certain amended and restated engagement letter agreement  by
and among UBS, EEX and the Corporation, effective as of September
29, 1997.

     Equity  Interests.  The term "Equity Interests"  shall  mean
Capital  Stock  and  all warrants, options  or  other  rights  to
acquire  Capital Stock (but excluding any debt security  that  is
convertible into, or exchangeable for, Capital Stock).

     Event  of  Default.  The term "Event of Default" shall  mean
(i) an "Event of Default" as defined in the EEX Credit Agreement,
(ii) failure by the Corporation to pay any scheduled Dividend  on
the  Preferred  Stock  or any fee or other amount  owing  to  the
Placement Agent or any of the Holders pursuant to the Transaction
Documents  on  or  within 30 days after the same  is  due,  (iii)
failure  by  the  Corporation  to  make  any  Change  of  Control
redemption within the time periods specified in Section 6 hereof,
(iv) a Prohibited Issuance, (v) the occurrence of a Voting Rights
Trigger  Event,  (vi)  breach  of any  other  provision  of  this
Certificate   of   Designations  or  of  the  other   Transaction
Documents,  as  in effect on the date hereof or  as  subsequently
modified which is not cured within 60 days (except that breach of
the  covenants  described  in Section 12.1  of  the  Subscription
Agreement  shall  not be entitled to any such  cure  period)  and
(vii)  any representation or warranty on the part of EEX  or  any
Subsidiary of EEX in any Transaction Document shall prove to have
been  false  or  misleading in any material  respect  when  made,
deemed made or furnished.

     Exchange  Act.   The  term "Exchange  Act"  shall  mean  the
Securities Exchange Act of 1934, as amended.

     Executive Officer.  The term "Executive Officer" shall  mean
any  officer  of the Corporation that would be deemed  to  be  an
"executive  officer" within meaning of the rules and  regulations
of the Securities and Exchange Commission.

     Fee  Letter.  The term "Fee Letter" shall mean that  certain
amended  and restated fee letter agreement by and among UBS,  EEX
and the Corporation effective as September 29, 1997.

     GAAP.    The  term  "GAAP"  shall  mean  generally  accepted
accounting principles in the United States of America  in  effect
from time to time.

     Governmental  Authority.  The term "Governmental  Authority"
shall mean any nation or government, any state or other political
subdivision   thereof   and  any  Person  exercising   executive,
legislative, judicial, regulatory or administrative functions  of
or pertaining to government.

     Government  Securities.   The term  "Government  Securities"
shall  mean direct obligations of, or obligations guaranteed  by,
the United States of America for the payment of which obligations
or  guarantee the full faith and credit of the United  States  of
America is pledged.

     Guarantee.   The  term "Guarantee" shall  mean  a  guarantee
(other   than  by  endorsement  of  negotiable  instruments   for
collection  in  the  ordinary  course  of  business),  direct  or
indirect,  in any manner (including, without limitation,  letters
of  credit  and reimbursement agreements in respect thereof),  of
all or any part of any Indebtedness.

     Holder.   The term "Holder" shall mean the record holder  of
one  or  more shares of Class A Preferred Stock, as shown on  the
books and records of the Corporation.

     Indebtedness.   The term "Indebtedness" of  a  Person  shall
mean such Person's (i) obligations for borrowed money, whether or
not  evidenced  by  a  bond,  note or  similar  instrument,  (ii)
obligations representing the deferred purchase price of  property
other  than  accounts payable arising in the ordinary  course  of
such  Person's  business on terms customary in the  trade,  (iii)
obligations, whether or not assumed, secured by Liens or  payable
out  of the proceeds or production from property now or hereafter
owned  or  acquired  by such Person, (iv) obligations  which  are
evidenced  by  notes,  acceptances,  or  other  instruments,  (v)
Capital Lease Obligations, (vi) obligations for which such Person
is  obligated pursuant to a Guarantee or pursuant to a letter  of
credit,   (vii)  Hedging  Obligations,  and  (viii)   Mandatorily
Redeemable Obligations.

     Initial  Issue  Date.  The term "Initial Issue  Date"  shall
mean  the  date that shares of Class A Preferred Stock are  first
issued by the Corporation.

     Junior Securities.  The term "Junior Securities" shall  mean
any  class of stock ranking junior to the Class A Preferred Stock
as  to  the payment of dividends and as to rights in liquidation,
dissolution or winding up of the affairs of the Corporation.

     Lien.   The term "Lien" shall mean any interest in  Property
securing  an  obligation owed to, or a claim by, a  Person  other
than the owner of the Property, whether such interest is based on
the  common law, statute or contract, and whether such obligation
or claim is fixed or contingent, and including but not limited to
the   lien   or  security  interest  arising  from  a   mortgage,
encumbrance,  pledge,  security agreement,  conditional  sale  or
trust  receipt or a lease, consignment or bailment  for  security
purposes.

     Liquidation  Preference.  The term "Liquidation  Preference"
shall mean $1,000.00 per share of Class A Preferred Stock.

     Majority Holders.  The term "Majority Holders" shall mean  a
majority  in aggregate liquidation preference of the  Holders  of
the  Class A Preferred Stock (with shares held by the Corporation
or  any  of its Affiliates not being considered to be outstanding
for this purpose).

     Mandatorily  Redeemable Obligation.  The  term  "Mandatorily
Redeemable Obligation" shall mean, with respect to any Person, an
obligation  of  such  Person or any of its  Subsidiaries  to  the
extent that it is redeemable, payable or required to be purchased
or   otherwise  retired  or  extinguished  (a)  at  a  fixed   or
determinable  date, whether by operation of  a  sinking  fund  or
otherwise, (b) at the option of any Person other than such Person
or such Subsidiary, or (c) upon the occurrence of a condition not
solely within the control of such Person or such Subsidiary, such
as a redemption required to be made out of future earnings.

     Material Adverse Effect.  The term "Material Adverse Effect"
shall  mean  any  material and adverse change  in  the  financial
condition,  business  or results of operations  of  EEX  and  its
Subsidiaries taken as a whole which makes EEX unable  to  perform
its obligations under the Subordinated Note.

     Obligations.    The  term  "Obligations"  shall   mean   any
principal, interest, penalties, fees (including, but not  limited
to,  reasonable  fees and expenses of counsel), indemnifications,
reimbursements, damages and other liabilities payable  under  the
documentation governing any Indebtedness.

     Officer's  Certificate.   The term  "Officer's  Certificate"
shall  mean a certificate signed on behalf of the Corporation  by
an  officer  of  the Corporation who must be the Chief  Executive
Officer,  the  Chief  Financial Officer,  the  Treasurer  or  the
principal  accounting officer of the Corporation that  meets  the
requirements of Section 9 hereof.

     Operating  Lease  Obligations.  The  term  "Operating  Lease
Obligations" shall mean, as to the Corporation or any Subsidiary,
the obligations of such person to pay rent or other amounts under
a  lease of (or other agreement conveying the right to use)  real
and/or personal property which obligations are not required to be
classified  and accounted for as a liability for a capital  lease
on  a  balance  sheet of such Person and, for  purposes  of  this
Certificate of Designations, the amount of such obligations shall
be the discounted present value of the lease payments, discounted
in  the same manner a capital lease would be discounted according
to GAAP.

     Parity Securities.  The term "Parity Securities" shall  mean
any  class or series of stock of the Corporation authorized after
the  Initial  Issue Date that is entitled to receive  payment  of
dividends and to receive assets upon liquidation, dissolution  or
winding up of the affairs of the Corporation on a parity with the
Class A Preferred Stock.

     Paying  Agent.   The  term "Paying  Agent"  shall  mean  the
Corporation  until such time, if any, as an additional  or  other
Paying Agent is appointed pursuant to Section 8(c).

     Permits.   The  term  "Permits"  shall  mean  such  material
permits,   licenses,   franchises,   consents,   approvals    and
authorizations  of Governmental Authorities as are  necessary  to
own,  lease  and  operate  the Corporation's  Properties  and  to
conduct its business as presently conducted.

     Permitted    Subordinated   Debt.    The   term   "Permitted
Subordinated Debt" shall mean Indebtedness of EEX or a Subsidiary
owing  to EEX or another Subsidiary subordinated to the "Superior
Indebtedness"  (as such term is defined in the EEX  Subordination
Agreement) on terms substantially similar to the terms set  forth
in the EEX Subordination Agreement.

     Person.   The  term  "Person"  shall  mean  any  individual,
corporation,   company,  limited  liability  company,   voluntary
association,  partnership, joint venture,  trust,  unincorporated
organization  or  government  or any agency,  instrumentality  or
political subdivision thereof, or any other form of entity.

     Preferred Stock.  The term "Preferred Stock" of any  Person,
shall  mean Capital Stock of such Person of any class  or  series
(however designated) that ranks prior, as to payment of dividends
or  as  to  the  distribution of assets  upon  any  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up  of  such
Person,  to shares of Capital Stock of any other class or  series
of such Person.

     Prohibited  Issuance.  The term "Prohibited Issuance"  shall
mean  issuance by EEX, the Corporation or any of their respective
Subsidiaries  of  subordinated  debt  or  equity  securities   in
violation  of  the provisions under Article V of the Subscription
Agreement, the proceeds of which are not used to fully redeem the
Preferred Stock.

     Property.   The term "Property" shall mean any  interest  in
any  kind of property or asset, whether real, personal or  mixed,
or tangible or intangible.

     Record  Date.  The term "Record Date" shall have the meaning
set forth in Section 2(a) below.

     Redemption Date.  The term "Redemption Date" shall have  the
meanings set forth in Section 4(c) below.

     Redemption  Price.   The "Redemption  Price"  shall  be  the
Liquidation Preference plus (i) Additional Costs and (ii) accrued
and unpaid dividends to the date of redemption.

     Securities  Act.  The term "Securities Act" shall  mean  the
Securities Act of 1933, as amended.

     Senior  Debt.   The term "Senior Debt" means  the  principal
(whether  denominated  as  principal,  monthly  rental  or  other
notional quantity), premium, if any, and unpaid interest on,  and
any  reasonable fees or costs related to, (a) any Debt of EEX and
its   Subsidiaries   (other   than  the   Corporation),   whether
outstanding  on  the date hereof or hereafter created,  which  is
incurred,  assumed,  or  guaranteed in compliance  with  the  EEX
Credit Agreement, unless in the instrument creating or evidencing
the  same  or  pursuant to which the same is  outstanding  it  is
provided  that  such  indebtedness is not superior  in  right  of
payment  to  the Subordinated Note, and (b) renewals, extensions,
modifications and refundings of any such Debt.  For the avoidance
of doubt, Debt which is created, incurred, assumed, or guaranteed
in  violation  of  terms of the EEX Credit  Agreement  shall  not
constitute  Senior  Debt, and Debt which  is  created,  incurred,
assumed,  or guaranteed in compliance with the terms of  the  EEX
Credit Agreement Debt shall at all times constitute Senior  Debt,
notwithstanding any event or circumstance which may  subsequently
occur which would constitute the creation, incurrence, assumption
or  guarantee of such Debt at such time a violation  of  the  EEX
Credit Agreement.

     Senior Securities.  The term "Senior Securities" shall  mean
any   class  or  series  of  Capital  Stock  of  the  Corporation
authorized  after the Initial Issue Date ranking  senior  to  the
Class  A  Preferred  Stock in respect of  the  right  to  receive
dividends  and  in  respect of the right to  participate  in  any
distribution upon liquidation, dissolution or winding up  of  the
affairs of the Corporation.

     Stock   Registration  Rights  Agreement.   The  term  "Stock
Registration   Rights  Agreement"  shall  mean  the  registration
rights,  agreement effective as of September 29,  1997,  between,
the Corporation and the Placement Agent on behalf of the Holders,
pursuant to which the Class A Preferred Stock is required  to  be
registered for public sale.

     Subordinated Note.  The term "Subordinated Note"  means  the
subordinated  promissory note issued  by  EEX  and  held  by  the
Corporation   reevidencing   $150.0  million   of   Indebtedness,
effective as of September 29, 1997.

     Subscription  Agreement.  The term "Subscription  Agreement"
shall  mean the Amended and Restated Preferred Stock Subscription
Agreement,  effective as of September 29, 1997,  among  EEX,  the
Corporation and UBS, individually and as Placement Agent for  the
Holders.

     Subsidiary.  The term "Subsidiary" shall mean, with  respect
to any Person, (i) any corporation, association or other business
entity of which more than 50% of the total voting power of shares
of  Voting  Stock  thereof is at the time  owned  or  controlled,
directly  or  indirectly, by such Person or one or  more  of  the
other Subsidiaries of that Person (or a combination thereof)  and
(ii) any partnership (a) the sole general partner or the managing
general  partner of which is such Person or a Subsidiary of  such
Person  or (b) the only general partners of which are such Person
or of one or more Subsidiaries of such Person (or any combination
thereof).

     Transaction  Documents.   The term  "Transaction  Documents"
shall  mean  the  Subscription  Agreement,  the  Certificate   of
Designations, the Class A Preferred Stock, the Engagement Letter,
the  Fee  Letter,  the Stock Registration Rights  Agreement,  the
Subordinated Note and the EEX Subordination Agreement.

     Transfer  Agent.  The term "Transfer Agent" shall  mean  the
entity designated from time to time by the Corporation to act  as
the registrar and transfer agent for the Class A Preferred Stock.

     UBS.   The  term  "UBS"  shall mean UBS  Securities  LLC,  a
Delaware limited liability company.

     Voting  Stock.   The  term "Voting Stock"  shall  mean  with
respect to any specified Person, Capital Stock with voting power,
under ordinary circumstances and without regard to the occurrence
of  any contingency, to elect the directors or other managers  or
trustees of such Person.

     Voting  Rights  Trigger  Event.   The  term  "Voting  Rights
Trigger  Event" shall have the meaning set forth in Section  5(b)
below.

          Dividends.

                The  Holders of shares of the Class  A  Preferred
Stock shall be entitled to receive, when, as and if dividends are
declared  by  the  Board  of  Directors  out  of  funds  of   the
Corporation  legally available therefor, cumulative  preferential
dividends  from  the date such shares of Class A Preferred  Stock
are  issued accruing, subject to Section 2(b), at a variable rate
per  annum  equal  to the sum of (A) Union Bank of  Switzerland's
three-month London interbank offered rate, reset quarterly,  plus
(B)  a  spread equal to (i) 300 basis points for the period  from
the  Initial Issue Date to but excluding December 31, 1997,  (ii)
400  basis points for the period from December 31, 1997,  to  but
excluding  March 31, 1998, (iii) 500 basis points for the  period
from  March  31, 1998, to but excluding June 30, 1998,  (iv)  600
basis  points for the period from June 30, 1998, to but excluding
September 30, 1998, and (v) 700 basis points at all time from and
after  September  30,  1998; provided,  however,  that  upon  the
occurrence and during the continuance of an Event of Default, the
spread  otherwise applicable under this clause (B) shall increase
by  100  basis  points.  Dividends shall be payable quarterly  in
arrears  on the last Business Day of each March, June,  September
and  December in each year (each, a "Dividend Payment Date"),  to
the Holders of record as of the tenth Business Day preceding such
Dividend Payment Date (each, a "Record Date").  Dividends will be
payable  in cash.  The first dividend payment will be payable  on
December  31, 1997.  Dividends payable on the Class  A  Preferred
Stock  will be computed on the basis of a 360-day year and actual
days  elapsed occurring in the period with respect to which  such
dividends are payable.

                 At  any  time  after  September  30,  1998,  the
Placement  Agent, at the direction of the Majority  Holders,  may
deliver  a  written  notice (a "Rate Fixing Notice")  fixing  the
dividend  rate,  terms and conditions on the  Class  A  Preferred
Stock  at  the  rate,  terms and conditions  which  UBS,  as  the
Corporation's  exclusive financial advisor with  respect  to  the
Class  A  Preferred  Stock,  in good faith  determines  would  be
necessary to effect a sale of the Class A Preferred Stock at par,
whereupon the dividend rate on all of the Class A Preferred Stock
shall become a fixed rate per annum; provided, however, that  (i)
such  security shall be of a perpetual nature and (ii)  upon  the
occurrence and during the continuance of an Event of Default, the
dividend  rate specified in the Rate Fixing Notice shall increase
by 100 basis points.

                Dividends  on the Class A Preferred  Stock  shall
accrue  whether or not the Corporation 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 will accumulate to the extent they are not paid on  the
Dividend  Payment  Date  for the period  to  which  they  relate.
Accumulated unpaid dividends will bear interest at the  rate  per
annum  then  applicable  pursuant to  Section  2(a)  above.   The
Corporation  shall take all actions required or  permitted  under
Delaware  law to permit the payment of dividends on the  Class  A
Preferred Stock.

                No  dividend whatsoever shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any
outstanding Class A 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  Class A Preferred  Stock.   Unless  full
cumulative  dividends  on  all  outstanding  shares  of  Class  A
Preferred Stock due for all past dividend periods shall have been
declared  and  paid,  or declared and a sufficient  sum  for  the
payment  thereof set apart, then: (i) no dividend (other  than  a
dividend payable solely in shares of any Junior Securities) shall
be declared or paid upon, or any sum set apart for the payment of
dividends  upon, any shares of Junior Securities; (ii)  no  other
distribution  shall be made upon or any sum  set  apart  for  the
payment   of  any  distribution  upon,  any  shares   of   Junior
Securities;  (iii)  no  shares  of  Junior  Securities  shall  be
purchased,  redeemed or otherwise acquired or retired  for  value
(excluding an exchange for shares of other Junior Securities)  by
the  Corporation or any of its Subsidiaries; and (iv)  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 of  any  shares  of  Junior
Securities  by  the  Corporation  or  any  of  its  Subsidiaries.
Holders  of  the Class A Preferred Stock will not be entitled  to
any  dividends, whether payable in cash, property  or  stock,  in
excess of the full cumulative dividends as herein described.

                The Corporation will not claim any deduction from
gross income for dividends paid on the Class A Preferred Stock in
any  Federal  income  tax  return, claim  for  refund,  or  other
statement,  report  or  submission made to the  Internal  Revenue
Service, and will make any election or take any similar action to
effectuate the foregoing except, in each case, if there shall  be
a  change  in  law  such  that  the Corporation  may  claim  such
dividends  as deductions from gross income without affecting  the
ability  of the Holders of the Class A Preferred Stock  to  claim
the  dividends received deduction under Section 243(a)(1) of  the
Internal  Revenue Code of 1986, as amended (the "Code")  (or  any
successor provision).  At the reasonable request of any Holder of
Class A Preferred Stock (and at the expense of such Holder),  the
Corporation  will join in the submission to the Internal  Revenue
Service  of  a  request for a ruling that the dividends  paid  on
Class  A  Preferred  Stock  will be eligible  for  the  dividends
received  deduction under Section 243(a)(1) of the Code  (or  any
successor   provision).   In  addition,  the   Corporation   will
cooperate with any Holder of the Class A Preferred Stock (at  the
expense  of  such  Holder)  in any litigation,  appeal  or  other
proceeding relating to the eligibility for the dividends received
deduction  under Section 243(a)(1) of the Code (or any  successor
provision) of any dividends (within the meaning of Section 316(a)
of  the  Code  or any successor provision) paid on  the  Class  A
Preferred Stock.  To the extent possible, the principles of  this
Section  2(e)  shall also apply with respect to State  and  local
income taxes.

          Distributions  Upon  Liquidation,  Dissolution  or
Winding Up.

     Upon  any  voluntary or involuntary liquidation, dissolution
or  winding up of the affairs of the Corporation or reduction  or
decrease  in  its  Capital Stock resulting in a  distribution  of
assets to the holders of any class or series of the Corporation's
Capital Stock (a "reduction or decrease in Capital Stock"),  each
Holder of shares of the Class A Preferred Stock shall be entitled
to  payment  out of the assets of the Corporation  available  for
distribution of an amount equal to the Liquidation Preference per
share  of  Class  A  Preferred Stock held by  such  Holder,  plus
accrued  and  unpaid dividends to the date fixed for liquidation,
dissolution,  winding  up or reduction  or  decrease  in  Capital
Stock,  before any distribution is made on any Junior Securities,
including,  without limitation, Common Stock of the  Corporation.
After  payment  in  full of the Liquidation  Preference  and  all
accrued dividends to which Holders of Class A Preferred Stock are
entitled,  such  Holders  will not be  entitled  to  any  further
participation  in any distribution of assets of the  Corporation.
However,  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 Corporation nor the consolidation or merger of  the
Corporation with or into one or more corporations will be  deemed
to  be  a  voluntary or involuntary liquidation,  dissolution  or
winding up of the Corporation or reduction or decrease in capital
stock,  unless such sale, conveyance, exchange or transfer  shall
be in connection with a liquidation, dissolution or winding up of
the  business  of  the Corporation or reduction  or  decrease  in
Capital Stock.

          Redemption by the Corporation.

          (a)   The  Corporation may, at its option,  redeem  the
Class  A  Preferred  Stock on any Dividend Payment  Date  at  the
Redemption Price, by giving not less than ten (10) Business Days'
prior  written  notice  in accordance with  Section  4(b)  below;
provided,  however, that any partial redemption shall  be  in  an
amount  not  less  than $25.0 million and shall be  made  ratably
among the Holders.

          (b)   Notice of any redemption shall be sent by  or  on
behalf  of  the Corporation ten (10) Business Days prior  to  the
date  specified  for redemption in such notice  (the  "Redemption
Date"), by either first class mail, postage prepaid, or facsimile
transmission  to all Holders of record of the Class  A  Preferred
Stock at their respective last addresses as they shall appear  on
the  books of the Corporation; provided, however, that no failure
to  give  such  notice or any defect therein or  in  the  mailing
thereof  shall  affect the validity of the  proceedings  for  the
redemption of any shares of Class A Preferred Stock except as  to
the  Holder to whom the Corporation has failed to give notice  or
except  as  to  the  Holder  to whom notice  was  defective.   In
addition  to any information required by law or by the applicable
rules  of any exchange upon which Class A Preferred Stock may  be
listed or admitted to trading, such notice shall state:  (i)  the
paragraph of this Certificate of Designations pursuant  to  which
the  redemption  is  made; (ii) the Redemption  Date;  (iii)  the
Redemption Price; (iv) the number of shares of Class A  Preferred
Stock  to be redeemed and, if less than all shares held  by  such
Holder  are  to  be  redeemed, the number of such  shares  to  be
redeemed;  (v)  the place or places where certificates  for  such
shares are to be surrendered for payment of the Redemption Price,
including  any  procedures  applicable  to  redemptions   to   be
accomplished   through  book-entry  transfers;  and   (vi)   that
dividends  on the shares to be redeemed will cease to  accrue  on
the  Redemption  Date.  Upon the mailing of any  such  notice  of
redemption, the Corporation shall become obligated to  redeem  at
the  time  of redemption specified thereon all shares called  for
redemption.

          (c)   If  notice  has  been mailed  or  transmitted  in
accordance with Section 4(c) above and provided that on or before
the Redemption Date specified in such notice, all funds necessary
for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds in trust for the pro rata
benefit of the Holders of the shares so called for redemption, so
as  to  be, and to continue to be available therefor, then,  from
and  after  the Redemption Date, dividends on the shares  of  the
Class  A Preferred Stock so called for redemption shall cease  to
accrue,  and  said  shares  shall  no  longer  be  deemed  to  be
outstanding and shall not have the status of shares  of  Class  A
Preferred  Stock,  and  all  rights of  the  Holders  thereof  as
stockholders of the Corporation (except the right to receive from
the   Corporation  the  Redemption  Price)  shall  cease.    Upon
surrender,  in  accordance with said notice, of the  certificates
for  any  shares so redeemed (properly endorsed or  assigned  for
transfer,  if  the Corporation shall so require  and  the  notice
shall so state), such shares shall be redeemed by the Corporation
at  the  Redemption  Price.  In case fewer than  all  the  shares
represented  by  any  such  certificate  are  redeemed,   a   new
certificate  or  certificates shall be  issued  representing  the
unredeemed shares without cost to the Holder thereof.

          (d)  The deposit of any funds deposited with a bank  or
trust  company  for  the purpose of redeeming Class  A  Preferred
Stock shall be irrevocable except that:

               (i)   the Corporation shall be entitled to receive
     from  such  bank  or  trust company the  interest  or  other
     earnings, if any, earned on any money so deposited in trust,
     and  the Holders of any shares redeemed shall have no  claim
     to such interest or other earnings; and
     
               (ii)  any  balance of monies so deposited  by  the
     Corporation  and unclaimed by the Holders  of  the  Class  A
     Preferred  Stock entitled thereto at the expiration  of  two
     years  from the applicable Redemption Date shall be  repaid,
     together with any interest or other earnings earned thereon,
     to  the  Corporation,  and  after any  such  repayment,  the
     Holders of the shares entitled to the funds so repaid to the
     Corporation  shall look only to the Corporation for  payment
     without interest or other earnings.
     
          (e)   No Class A Preferred Stock may be redeemed except
with  funds  legally available for such purpose.  The Corporation
shall  take all actions required or permitted under Delaware  Law
to permit any such redemption.

          (f)   Notwithstanding the foregoing provisions of  this
Section   4,  unless  the  full  cumulative  dividends   on   all
outstanding  shares of Class A Preferred Stock  shall  have  been
paid  or  contemporaneously are declared and paid  for  all  past
dividend  periods, none of the shares of Class A Preferred  Stock
shall  be  redeemed  unless all outstanding  shares  of  Class  A
Preferred Stock are simultaneously redeemed.

          (g)   All  shares  of Class A Preferred Stock  redeemed
pursuant  to  this Section 4 shall be restored to the  status  of
authorized  and  unissued  shares  of  preferred  stock,  without
designation as to series and may thereafter be reissued as shares
of  any  series of preferred stock other than shares of  Class  A
Preferred Stock.

          Voting Rights.

          (a)   The  Holders  of  record of  shares  of  Class  A
Preferred Stock shall not be entitled to any voting rights except
as  hereinafter  provided  in this  Section  5  or  as  otherwise
provided by law.

          (b)   If  (i) the Corporation fails to declare  or  pay
dividends  in  full  (including  any  arrearages  and  additional
dividends owed pursuant to Section 2(b)) on the Class A Preferred
Stock  for  any  Dividend Period and such failure  is  not  cured
within 30 days, (ii) the Corporation fails to consummate a Change
of  Control  Offer within 60 days of a Change of Control  (or  90
days,  if a consent is required after the occurrence of a  Change
of  Control),  (iii) a Prohibited Issuance occurs,  or  (iv)  EEX
breaches  the  "Debt  to  Capital Ratio"  covenant  described  in
Section  9.01  of the EEX Credit Agreement (each  of  (i),  (ii),
(iii)  and  (iv),  a  "Voting Rights Trigger  Event"),  then  the
authorized  number  of  members of  the  Corporation's  Board  of
Directors will be immediately and automatically increased by  the
Required  Number and the Holders of a majority of the outstanding
shares  of Class A Preferred Stock, voting separately as a class,
shall  be  entitled to elect the Required Number of directors  of
the  Corporation,  so  as  to gain and maintain  majority  voting
control  of the Corporation.  As used in the preceding  sentence,
"Required  Number" means the sum of (x) the authorized number  of
members of the Corporation's Board of Directors immediately prior
to  the increase of such number pursuant to such sentence and (y)
one (1).

          (c)  Whenever such voting right shall have vested, such
right  may be exercised initially either at a special meeting  of
the  Holders  of  Class A Preferred Stock, called as  hereinafter
provided, or at any annual meeting of stockholders held  for  the
purpose  of  electing directors, and thereafter  at  such  annual
meetings  or  by the written consent of the Holders  of  Class  A
Preferred  Stock.  Such right of the Holders of Class A Preferred
Stock to elect directors may be exercised until (i) all dividends
in arrears shall have been paid in full and (ii) all other Voting
Rights  Trigger Events have been cured or waived, at  which  time
the right of the Holders of Class A Preferred Stock to elect such
number  of  directors  shall cease, the term  of  such  directors
previously  elected shall thereupon terminate, and the authorized
number of directors of the Corporation shall thereupon return  to
the  number  of  authorized directors otherwise  in  effect,  but
subject  always  to  the  same provisions  for  the  renewal  and
divestment of such special voting rights in the case of any  such
future  dividend default or defaults or any such failure to  make
redemption payments.

          (d)   At  any  time when such voting right  shall  have
vested  in  the Holders of Class A Preferred Stock  and  if  such
right  shall not already have been initially exercised, a  proper
officer  of  the Corporation shall, upon the written  request  of
Holders  of record of 10% or more of the Class A Preferred  Stock
then  outstanding, addressed to the Secretary of the Corporation,
call  a  special  meeting of Holders of Class A Preferred  Stock.
Such  meeting shall be held at the earliest practicable date upon
the  notice required for annual meetings of stockholders  at  the
place  for  holding  annual  meetings  of  stockholders  of   the
Corporation  or, if none, at a place designated by the  Secretary
of  the Corporation.  If such meeting shall not be called by  the
proper  officers  of the Corporation within  30  days  after  the
personal  service of such written request upon the  Secretary  of
the  Corporation, or within 30 days after mailing the same within
the United States, by registered mail, addressed to the Secretary
of  the Corporation at its principal office (such mailing  to  be
evidenced   by  the  registry  receipt  issued  by   the   postal
authorities), then the Holders of record of 10% of the shares  of
Class A Preferred Stock then outstanding may designate in writing
a  Holder of Class A Preferred Stock to call such meeting at  the
expense  of  the Corporation, and such meeting may be  called  by
such  person  so designated upon the notice required  for  annual
meetings  of  stockholders and shall be held  at  the  place  for
holding  annual meetings of the Corporation or,  if  none,  at  a
place designated by such Holder.  Any Holder of Class A Preferred
Stock  that would be entitled to vote at such meeting shall  have
access  to the stock books of the Corporation for the purpose  of
causing  a meeting of stockholders to be called pursuant  to  the
provisions  of  this Section.  Notwithstanding the provisions  of
this  paragraph, however, no such special meeting shall be called
if any such request is received less than 30 days before the date
fixed  for  the  next  ensuing  annual  or  special  meeting   of
stockholders.

          (e)  If any director so elected by the Holders of Class
A  Preferred Stock shall cease to serve as a director before  his
term  shall  expire, the Holders of Class A Preferred Stock  then
outstanding  may, at a special meeting of the Holders  called  as
provided  above,  elect  a  successor  to  hold  office  for  the
unexpired term of the director whose place shall be vacant.

          (f)  The Corporation shall not, without the affirmative
vote  or  consent  of  the  Holders of a  majority  of  the  then
outstanding  shares of Class A Preferred Stock (with shares  held
by  the Corporation or any of its Affiliates not being considered
to  be outstanding for this purpose) amend or otherwise alter its
Certificate of Incorporation in any manner that adversely affects
the rights of Holders of Class A Preferred Stock.

          (g)   Without  the consent of each Holder  of  Class  A
Preferred  Stock affected, an amendment or waiver may  not  (with
respect to any shares of Class A Preferred Stock held by  a  non-
consenting Holder of Class A Preferred Stock):

               (i)   alter the voting rights with respect to  the
     Class  A  Preferred Stock or reduce the number of shares  of
     Class  A  Preferred Stock whose Holders must consent  to  an
     amendment, supplement or waiver;
     
               (ii)  reduce  the  Liquidation Preference  of  any
     share  of  Class  A Preferred Stock or alter the  provisions
     with  respect  to  the redemption of the Class  A  Preferred
     Stock  (other  than  provisions  relating  to  the  covenant
     described in Section 6 hereof);
     
               (iii)      reduce the rate of or change  the  time
     for  payment of dividends on any share of Class A  Preferred
     Stock;
     
               (iv)  waive a default or event of default  in  the
     payment of dividends on the Class A Preferred Stock;
     
               (v)   make  any  share of Class A Preferred  Stock
     payable  in  any  form  other  than  that  stated  in   this
     Certificate of Designations;
     
               (vi)  make  any change in the provisions  of  this
     Certificate  of  Designations relating  to  waivers  of  the
     rights of Holders of Class A Preferred Stock to receive  the
     Liquidation Preference or dividends on the Class A Preferred
     Stock;
     
               (v)   waive  a redemption payment with respect  to
     any  share of Class A Preferred Stock (other than a  payment
     required by the covenant described in Section 6 hereof);
     
               (viii)     alter  the effect of  the  Rate  Fixing
     Notice; or
     
               (ix)  make  any change in the foregoing  amendment
     and waiver provisions.
     
          (h)  The Corporation shall not, without the consent  of
at least 100% of the then outstanding shares of Class A Preferred
Stock (with shares held by the Corporation or its Affiliates  not
being  considered to be outstanding for this purpose), authorize,
create  (by  way of reclassification or otherwise) or  issue  any
securities   or   any  obligation  or  security  convertible   or
exchangeable  into or evidencing a right to purchase,  shares  of
any class or series of securities.

          (i)  The Corporation in its sole discretion may without
the vote or consent of any Holders of the Class A Preferred Stock
amend or supplement this Certificate of Designations:

               (i)    to   cure   any   ambiguity,   defect    or
     inconsistency;
     
               (ii)   to  provide  for  uncertificated  Class   A
     Preferred  Stock in addition to or in place of  certificated
     Class A Preferred Stock; or
     
               (iii)      to  make any change that would  provide
     any  additional  rights or benefits to the  Holders  of  the
     Class  A  Preferred Stock or that does not adversely  affect
     the  legal  rights  or  benefits under this  Certificate  of
     Designations of any such Holder.
     
          Change of Control.

          (a)   Upon the occurrence of a Change of Control,  each
Holder of Class A Preferred Stock shall have the right to require
the  Corporation to repurchase all or any part of  such  Holder's
shares  of Class A Preferred Stock (a "Change of Control  Offer")
at  an  offer  price  in  cash equal to  101%  of  the  aggregate
Liquidation  Preference  thereof  plus  (i)  accrued  and  unpaid
dividends, if any, thereon to the date of purchase and  (ii)  any
Additional Costs (together, the "Change of Control Payment").

          (b)   The  Change  of Control Offer shall  include  all
instructions and materials necessary to enable Holders to  tender
their shares of Class A Preferred Stock.

          (c)  The Corporation shall comply with the requirements
of  Rule  14e-1  under the Exchange Act and any other  securities
laws  and  regulations  thereunder to the extent  such  laws  and
regulations  are applicable in connection with the repurchase  of
the shares of Class A Preferred Stock as a result of a Change  of
Control.

          (d)   Within  30 days following any Change of  Control,
the Corporation shall mail or deliver by facsimile transmission a
notice to each Holder stating:

               (i)   that  the Change of Control Offer  is  being
     made pursuant to this Section 6 and that all shares of Class
     A Preferred Stock tendered will be accepted for payment;
     
               (ii)  the  purchase price and the  purchase  date,
     which  shall  be no earlier than 30 days nor later  than  60
     days  from  the date such notice is mailed (the  "Change  of
     Control Payment Date");
     
               (iii)      that  any  share of Class  A  Preferred
     Stock not tendered will continue to accrue dividends;
     
               (iv) that, unless the Corporation fails to pay the
     Change  of  Control Payment, all shares of Class A Preferred
     Stock accepted for payment pursuant to the Change of Control
     Offer  shall cease to accrue dividends after the  Change  of
     Control Payment Date;
     
               (v)   that Holders electing to have any shares  of
     Class  A  Preferred Stock purchased pursuant to a Change  of
     Control  Offer will be required to surrender the  shares  of
     Class  A Preferred Stock, with the form entitled "Option  of
     Holder to Elect Purchase," which shall be included with  the
     Notice of Change of Control, completed, to the Paying  Agent
     at the address specified in the notice prior to the close of
     business  on the third Business Day preceding the Change  of
     Control Payment Date;
     
               (vi)  that  Holders will be entitled  to  withdraw
     their election if the Paying Agent receives, not later  than
     the  close  of business on the second Business Day preceding
     the  Change  of  Control Payment Date,  a  telegram,  telex,
     facsimile transmission or letter setting forth the  name  of
     the  Holder, the number of shares of Class A Preferred Stock
     delivered for purchase, and a statement that such Holder  is
     withdrawing his election to have such shares purchased; and
     
               (vii)      the  circumstances and  relevant  facts
     regarding such Change of Control (including, but not limited
     to,   information  with  respect  to  pro  forma  historical
     financial information after giving effect to such Change  of
     Control  and  information regarding the  Person  or  Persons
     acquiring control).
     
          (e)   On  the  Change  of  Control  Payment  Date,  the
Corporation shall, to the extent lawful:  (i) accept for  payment
all  shares of Class A Preferred Stock properly tendered pursuant
to  the  Change  of Control Offer, (ii) deposit with  the  Paying
Agent an amount equal to the Change of Control Payment in respect
of  all  shares of Class A Preferred Stock so tendered and  (iii)
deliver or cause to be delivered to the Transfer Agent shares  of
Class  A  Preferred Stock so accepted together with an  Officers'
Certificate stating the aggregate Liquidation Preference  of  the
shares  of  Class  A  Preferred Stock or portions  thereof  being
purchased  by  the Corporation.  The Paying Agent shall  promptly
mail  to  each Holder of Class A Preferred Stock so tendered  the
Change  of  Control Payment for such Class A Preferred Stock  and
the  Transfer Agent will promptly authenticate and mail (or cause
to be transferred by book-entry) to each Holder a new certificate
representing  the  shares  of Class A Preferred  Stock  equal  in
Liquidation Preference amount to any unpurchased portion  of  the
shares  of  Class  A Preferred Stock surrendered,  if  any.   The
Corporation shall announce the results of the Change  of  Control
Offer  on  or as soon as practicable after the Change of  Control
Payment Date.

          (f)   Prior  to complying with the provisions  of  this
Section 6, but in any event within 90 days following a Change  of
Control,   the  Corporation  shall  either  repay  all   of   its
outstanding  Indebtedness or obtain the  requisite  consents,  if
any, under all agreements governing outstanding Indebtedness,  in
each  case  to  the extent required to permit the  repurchase  of
Class  A  Preferred  Stock  required  by  this  Section  6.   The
Corporation  will announce the results of the Change  of  Control
Offer  on  or as soon as practicable after the Change of  Control
Payment Date.

          (g)   The Corporation shall not be required to  make  a
Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth  in  this
Section  6  applicable to a Change of Control Offer made  by  the
Corporation  and purchases all shares of Class A Preferred  Stock
validly  tendered and not withdrawn under such Change of  Control
Offer.

          Certain Covenants.

          (a)  Use of Proceeds.    [intentionally deleted]
          
          (b)  Activities; Business.
          
     The Corporation shall not, directly or indirectly, engage in
any   activity  or  line  of  business  other  than  holding  the
Subordinated Note and enforcing remedies thereunder in accordance
with  the  terms  thereof but subject to  the  EEX  Subordination
Agreement.

          (c)  Subsidiaries.
          
     The Corporation shall not, directly or indirectly, create or
form any Subsidiaries.

          (d)     Capitalization;   Restrictions    on    Certain
          Amendments.
          
               (i)   From  and  after  the  Effective  Date,  the
     Corporation shall not issue or agree to issue any additional
     Capital Stock unless the net proceeds from such issuance are
     used to redeem all outstanding Preferred Stock.
     
               (ii)  From  and  after  the  Effective  Date,  the
     Corporation  shall  not  amend its organizational  documents
     (including  its Certificate of Incorporation or  bylaws)  or
     any terms of its Capital Stock or the Subordinated Note.
     
          (e)  Liens.
          
     The  Corporation  shall not directly or indirectly,  create,
incur, assume or suffer to exist any Lien on any asset now  owned
or hereafter acquired, or any income or profits therefrom.

          (f)  Corporate Existence; Compliance with Laws; Taxes.
          
               (i)   The Corporation shall do or cause to be done
     all  things necessary to preserve and keep in full force and
     effect  its  corporate, partnership or  other  existence  in
     accordance with its organizational documents and its  rights
     (charter and statutory), licenses and franchises.
     
               (ii)  The Corporation shall comply in all material
     respects  with all statutes, laws, ordinances, or government
     rules and regulations to which it is subject.
     
               (iii)      The  Corporation  shall  pay  prior  to
     delinquency all taxes, assessments, and governmental  levies
     except  those  contested in good faith  and  by  appropriate
     proceedings.
     
          (g)  Notice of Default and Related Matters.
          
     The  Corporation  shall furnish to the Placement  Agent  and
each  of  the  Holders of record of shares of Class  A  Preferred
Stock   written  notice,  promptly  upon  any  Officer   of   the
Corporation becoming aware of the existence thereof, of:

               (i)   any  condition or event that  constitutes  a
     Default  or  a  Voting Rights Trigger Event, specifying  the
     nature  and period of existence thereof and the action  that
     the  Corporation is taking or proposes to take with  respect
     thereto;
     
               (ii)  the filing or commencement of, or any threat
     or  notice  of intention of any Person to file or  commence,
     any  action, suit or proceeding, whether at law or in equity
     or  by  or  before  any Governmental Authority,  against  or
     affecting  the  Corporation that, if  adversely  determined,
     would constitute a Material Adverse Effect; and
     
               (iii)      any  development  that  constitutes   a
     Material Adverse Effect.
     
          (h)  Authorizations and Approvals.
          
     The  Corporation shall promptly obtain, from time  to  time,
all  such  Permits, consents and approvals as may be required  to
enable  the Corporation to comply with its obligations under  the
Transaction Documents and the Class A Preferred Stock.

          (i)  No Senior Indebtedness.
          
     Notwithstanding any other provision hereof, the  Corporation
shall  not  incur, create, issue, assume, guarantee or  otherwise
become directly or indirectly liable for any Indebtedness that is
senior  in  any  respect  in right of  payment  to  the  Class  A
Preferred  Stock, other than Indebtedness owing to Affiliates  of
up to $10.0 million in aggregate principal amount unless, in each
of  the  foregoing cases, the proceeds thereof are used to  repay
the Class A Preferred Stock in full.

          (j)  Liquidation.
          
     The  Corporation  shall not adopt a plan of  liquidation  or
dissolution.

          (k)  Restricted Payments.
          
     The  Corporation  shall  not  directly  or  indirectly:  (i)
declare  or  pay  any  dividend or  make  any  other  payment  or
distribution on account of the Corporation's Parity Securities or
Junior Securities (including, without limitation, any payment  in
connection  with  any  merger  or  consolidation  involving   the
Corporation)  or  to  the  direct  or  indirect  holders  of  the
Corporation's  Parity Securities or Junior  Securities  in  their
capacity  as  such;  or (ii) make any payment  on,  or  purchase,
redeem,  defease  or otherwise acquire or retire  for  value  any
Junior Securities.

          (l)    Incurrence  of  Indebtedness  and  Issuance   of
          Preferred Stock.
          
     Except  as  contemplated in Section  7(i),  the  Corporation
shall  not, directly or indirectly, create, incur, issue, assume,
guarantee  or  otherwise become directly  or  indirectly  liable,
contingently   or  otherwise,  with  respect  to   (collectively,
"incur")  any  Indebtedness, and from and after the date  hereof,
the  Corporation shall not issue any additional Class A Preferred
Stock.

          (m)  Merger, Consolidation or Sale of Assets.
          
     The  Corporation shall not consolidate or merge with or into
(whether or not the Corporation is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all
or  substantially all of its properties or assets in one or  more
related transactions, to another corporation, Person or entity.

          (n)  Transactions with Affiliates.
          
     Neither  the Corporation nor any Subsidiary will enter  into
any  material  transaction, including,  without  limitation,  any
purchase,  sale,  lease  or exchange of  Property  including  the
purchase  or  sale of oil and gas properties and hydrocarbons  or
the  rendering  of  any service, with any Affiliate  unless  such
transactions are in the ordinary course of its business  and  are
upon  fair and reasonable terms no less favorable to it  than  it
would  obtain  in  a comparable arm's length transaction  with  a
Person not an Affiliate.  For the avoidance of doubt, each of the
transactions  set  forth  in  or  required  by  the   Transaction
Documents  shall be deemed to satisfy the covenant set  forth  in
this Section 7(n).

          (o)  Payments for Consent.
          
     The  Corporation shall not, directly or indirectly,  pay  or
cause to be paid any consideration, whether by way of dividend or
other  distribution, fee or otherwise, to any Holder of any Class
A  Preferred Stock for or as an inducement to any consent, waiver
or   amendment  of  any  of  the  terms  or  provisions  of  this
Certificate of Designations or the Class A Preferred Stock unless
such  consideration  is offered to be paid and  is  paid  to  all
Holders  of  the Class A Preferred Stock that consent,  waive  or
agree  to  amend in the time frame set forth in the  solicitation
documents relating to such consent, waiver or agreement.

          (p)  Reports.
          
               (i)   Whether  or not required by  the  rules  and
regulations  of  the  Securities  and  Exchange  Commission  (the
"Commission"),  so long as any shares of Class A Preferred  Stock
are outstanding, the Corporation shall furnish to the Holders  of
Class  A  Preferred  Stock  all quarterly  and  annual  financial
information that would be required to be contained in a filing by
EEX  with  the  Commission on Forms 10-Q and  10-K  if  EEX  were
required  to file such Forms, including "Management's  Discussion
and  Analysis  of Financial Condition and Results of  Operations"
and,  with  respect  to  the annual information  only,  a  report
thereon by EEX's certified independent accountants; and

               (ii) The Corporation shall deliver to the Holders,
within  120 days after the end of each fiscal year, an  unaudited
financial  statement prepared in accordance  with  GAAP  together
with  an  Officer's  Certificate stating that  a  review  of  the
activities  of  the Corporation and its Subsidiaries  during  the
preceding fiscal year has been made under the supervision of  the
signing   officers  with  a  view  to  determining  whether   the
Corporation  has  kept,  observed, performed  and  fulfilled  its
obligations  under this Certificate of Designations  and  further
stating, that to the best of his or her knowledge the Corporation
has  kept,  observed,  performed and  fulfilled  each  and  every
covenant contained in this Certificate of Designations and is not
in  default in the performance or observance of any of the terms,
provisions  and  conditions of this Certificate  of  Designations
(or, if any such default shall have occurred, describing all such
defaults  of  which he or she may have knowledge and what  action
the  Corporation  is  taking or proposes  to  take  with  respect
thereto)  and that to the best of his or her knowledge  no  event
has occurred and remains in existence by reason of which payments
on account of the Liquidation Preference of or dividends, if any,
on the Class A Preferred Stock is prohibited or if such event has
occurred,  a  description  of  the  event  and  what  action  the
Corporation is taking or proposes to take with respect thereto.

               (iii)     The Corporation shall, so long as any of
the shares of Class A Preferred Stock are outstanding, deliver to
the   Holders,  forthwith  upon  any  Executive  Officer  of  the
Corporation  becoming aware of any default under this Certificate
of Designations, an Officers' Certificate specifying such default
and  what  action the Corporation is taking or proposes  to  take
with respect thereto.

          (q)  Conflicts with By-laws.
          
     If  any provisions of the Corporation's By-laws conflict  in
any  way  with this Certificate of Designations, the  Corporation
shall,  so  long as any of the shares of Class A Preferred  Stock
are outstanding, take all necessary actions to amend such By-laws
and thereby resolve the conflict.

          (r)  Compliance with Engagement Letter and Fee Letter.
          
     The  Corporation shall, and shall cause its Subsidiaries  to
comply  with,  the  provision of the Engagement  Letter  and  Fee
Letter.

          Payment.

          (a)   All amounts payable in cash with respect  to  the
Class A Preferred Stock shall be payable in United States dollars
at  the  office or agency of the Corporation maintained for  such
purpose  within the City and State of New York or, at the  option
of  the  Corporation, payment of dividends may be made  by  check
mailed  to  the Holders of the Class A Preferred Stock  at  their
respective  addresses  set forth in the register  of  Holders  of
Class  A  Preferred  Stock  maintained  by  the  Transfer  Agent,
provided that all cash payments with respect to the Global Shares
(as  defined  below)  and shares of Class A Preferred  Stock  the
Holders  of  which have given wire transfer instructions  to  the
Corporation  will  be  required to be made by  wire  transfer  of
immediately  available  funds to the accounts  specified  by  the
Holders thereof.  Unless otherwise designated by the Corporation,
the  Corporation's  office or agency in New  York  shall  be  the
office of the Paying Agent maintained for such purpose.

          (b)  Any payment on the Class A Preferred Stock due  on
any  day that is not a Business Day need not be made on such day,
but may be made on the next succeeding Business Day with the same
force and effect as if made on such due date.

          (c)    The  Corporation  has  initially  appointed  the
Transfer  Agent to act as the Paying Agent.  The Corporation  may
at  any  time terminate the appointment of any Paying  Agent  and
appoint  additional or other Paying Agents, provided  that  until
the Class A Preferred Stock has been delivered to the Corporation
for  cancellation,  or moneys sufficient to pay  the  Liquidation
Preference  and accrued dividends on the Class A Preferred  Stock
have  been made available for payment and either paid or returned
to   the   Corporation  as  provided  in  this   Certificate   of
Designations,  it  shall  maintain an office  or  agency  in  the
Borough of Manhattan, The City of New York for surrender of Class
A Preferred Stock.

          (d)   Dividends payable on the Class A Preferred  Stock
on  any  redemption date or repurchase date that  is  a  Dividend
Payment  Date  will be paid to the Holders of record  as  of  the
immediately preceding Record Date.

          (e)  All moneys deposited with any Paying Agent or then
held  by  the  Corporation  in  trust  for  the  payment  of  the
Liquidation  Preference and dividends on any shares  of  Class  A
Preferred  Stock which remain unclaimed at the end of  two  years
after  such payment has become due and payable will be repaid  to
the  Corporation,  and  the Holder of  such  shares  of  Class  A
Preferred  Stock  will thereafter look only  to  Corporation  for
payment thereof.

               Officer's Certificate.

               Each  Officer's Certificate provided for  in  this
          Certificate of Designations shall include:
          
               (a)   a  statement  that the officer  making  such
          certificate  or  opinion  has  read  such  covenant  or
          condition;
          
               (b)   a brief statement as to the nature and scope
          of  the  examination or investigation  upon  which  the
          statements or opinions contained in such certificate or
          opinion are based;
          
               (c)   a  statement  that, in the opinion  of  such
          officer,  he  or  she  has  made  such  examination  or
          investigation as is necessary to enable him to  express
          an  informed opinion as to whether or not such covenant
          or condition has been satisfied; and
          
               (d)  a  statement as to whether  or  not,  in  the
          opinion of such officer, such condition or covenant has
          been satisfied.
          
          Exclusion of Other Rights.

          Except  as may otherwise be required by law, the shares
of  Class  A  Preferred Stock shall not have any  voting  powers,
preferences  and  relative,  participating,  optional  or   other
special  rights, other than those specifically set forth in  this
Certificate  of Designations (as such Certificate of Designations
may  be  amended  from time to time) and in  the  Certificate  of
Incorporation.  The shares of Class A Preferred Stock shall  have
no preemptive or subscription rights.

          Headings of Subdivisions.

          The headings of the various subdivisions hereof are for
convenience   of  reference  only  and  shall  not   affect   the
interpretation of any of the provisions hereof.

          Severability of Provisions.

          If   any   voting  powers,  preferences  and  relative,
participating, optional and other special rights of the  Class  A
Preferred  Stock and qualifications, limitations and restrictions
thereof set forth in this resolution (as such resolution  may  be
amended  from time to time) is invalid, unlawful or incapable  of
being enforced by reason of any rule of law or public policy, all
other  voting  powers,  preferences and relative,  participating,
optional and other special rights of Class A Preferred Stock  and
qualifications, limitations and restrictions thereof set forth in
this resolution (as so amended) which can be given effect without
the invalid, unlawful or unenforceable voting powers, preferences
and relative, participating, optional and other special rights of
Class  A  Preferred  Stock  and qualifications,  limitations  and
restrictions  thereof shall, nevertheless, remain in  full  force
and  effect,  and  no  voting powers, preferences  and  relative,
participating,  optional  or other  special  rights  of  Class  A
Preferred  Stock and qualifications, limitations and restrictions
thereof herein set forth shall be deemed dependent upon any other
such  voting  powers,  preferences and  relative,  participating,
optional  or other special rights of Class A Preferred Stock  and
qualifications,  limitations and restrictions thereof  unless  so
expressed herein.

          Form of Class A Preferred Stock.

          (a)  The shares of Class A Preferred Stock will bear  a
legend to the following effect, unless the Corporation determines
otherwise in compliance with applicable law:

               "THE  SECURITY (OR ITS PREDECESSOR) EVIDENCED
               HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
               EXEMPT FROM REGISTRATION UNDER SECTION  5  OF
               THE UNITED STATES SECURITIES ACT OF 1933,  AS
               AMENDED  (THE  "SECURITIES  ACT"),  AND   THE
               SECURITY  EVIDENCED  HEREBY  MAY  NEITHER  BE
               OFFERED,  SOLD,  OR OTHERWISE TRANSFERRED  IN
               THE  ABSENCE  OF  SUCH  REGISTRATION  OR   AN
               APPLICABLE    EXEMPTION   THEREFROM.     EACH
               PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
               HEREBY  NOTIFIED  THAT  THE  SELLER  MAY   BE
               RELYING  ON THE EXEMPTION FROM THE PROVISIONS
               OF  SECTION 5 OF THE SECURITIES ACT  PROVIDED
               BY  RULE 144A THEREUNDER NOR BE OFFERED, SOLD
               OR  OTHERWISE  TRANSFERRED TO ANY  PERSON  OR
               ENTITY   PRINCIPALLY  ENGAGED,  DIRECTLY   OR
               INDIRECTLY,  IN  THE OIL AND GAS  EXPLORATION
               INDUSTRY OTHER THAN THE CORPORATION OR ANY OF
               ITS  AFFILIATES.  THE HOLDER OF THE  SECURITY
               EVIDENCED  HEREBY AGREES FOR THE  BENEFIT  OF
               THE CORPORATION THAT (A) SUCH SECURITY MAY BE
               RESOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED,
               ONLY  (1)(a)  TO  A  PERSON  WHO  THE  SELLER
               REASONABLY    BELIEVES   IS    A    QUALIFIED
               INSTITUTIONAL BUYER (AS DEFINED IN RULE  144A
               UNDER  THE  SECURITIES ACT) IN A  TRANSACTION
               MEETING THE REQUIREMENTS OF RULE 144A, (b) IN
               A  TRANSACTION  MEETING THE  REQUIREMENTS  OF
               RULE 144 UNDER THE SECURITIES ACT, OR (c)  IN
               ACCORDANCE  WITH ANOTHER EXEMPTION  FROM  THE
               REGISTRATION  REQUIREMENTS OF THE  SECURITIES
               ACT (AND BASED UPON AN OPINION OF COUNSEL  IF
               THE  CORPORATION  SO REQUESTS),  (2)  TO  THE
               CORPORATION  OR (3) PURSUANT TO AN  EFFECTIVE
               REGISTRATION STATEMENT AND, IN EACH CASE,  IN
               ACCORDANCE  WITH  THE  APPLICABLE  SECURITIES
               LAWS OF ANY STATE OF THE UNITED STATES OR ANY
               OTHER  APPLICABLE JURISDICTION  AND  (B)  THE
               HOLDER  WILL, AND EACH SUBSEQUENT  HOLDER  IS
               REQUIRED TO, NOTIFY ANY PURCHASER FROM IT  OF
               THE  SECURITY EVIDENCED HEREBY OF THE  RESALE
               RESTRICTIONS SET FORTH IN (A) ABOVE."
               
          (b)   Upon  surrender of any share of Class A Preferred
Stock  by a holder for registration of transfer or exchange,  the
Corporation will execute and deliver in exchange therefor  a  new
certificate  or  certificates  representing  shares  of  Class  A
Preferred  Stock  of  the same aggregate  tenor  and  Liquidation
Preference, registered in such names and in such denominations as
such   holder   may   request.   The  Corporation   may   require
certificates of transferrers and transferees of shares of Class A
Preferred  Stock, or an opinion of counsel, in order to establish
compliance with the Securities Act.  The Corporation may  require
payment by such holder of a sum sufficient to cover any stamp tax
or governmental charge imposed in respect of any such transfer.

          (c)   The  Corporation shall maintain a  register  (the
"Class  A  Preferred Stock Register") of the holders of  all  the
shares  of  Class  A  Preferred Stock  issued  pursuant  to  this
Certificate  of  Designations.  The Corporation  will  allow  any
Holder  of record of shares of Class A Preferred Stock to inspect
and  copy  such register at the Corporation's principal place  of
business during normal business hours.

          Notice.

          Any  notice or communication by the Corporation to  UBS
is  duly given if in writing and delivered in Person or mailed by
first   class  mail  (registered  or  certified,  return  receipt
requested),   telex,   telecopier  or   overnight   air   courier
guaranteeing next day delivery, to the following address:

                    UBS Securities LLC
                    299 Park Avenue
                    New York, New York  10171-0026
                    Telecopier No.: (212) 821-6119
                    Attention: James A. Ajello,
          
                    with a copy to:
          
                    Latham & Watkins
                    885 Third Avenue
                    New York, New York  10022
                    Telecopier No.: (212) 751-4864
                    Attention:  Nancy L. Schimmel
          
          Subordination of Subordinated Note.

          (a)   The  Corporation, for itself, its successors  and
assigns,  covenants and agrees, and each Holder of  the  Class  A
Preferred  Stock,  by its acceptance thereof, likewise  covenants
and  agrees, that payment by EEX of the principal of and premium,
if  any,  and interest on the Subordinated Note, and any fees  or
costs  related thereto, is hereby expressly subordinated, to  the
extent  and  in  the manner hereinafter set forth,  in  right  of
payment  to  the prior payment in full of all Senior  Debt.   The
provisions  of  this Section 15 are made for the benefit  of  all
holders of Senior Debt and any such holder may proceed to enforce
such provisions.

          (b)  During such time as any Senior Debt remains unpaid
and  an  Event of Default (under and as defined in the EEX Credit
Agreement) exists and is continuing, the Corporation will not ask
for,  demand, sue for, take, receive or accept from EEX, by  set-
off  or  in  any  other manner, any payment  or  distribution  on
account  of  the  Subordinated Note, or  present  any  instrument
evidencing  the  Subordinated Note for payment (other  than  such
presentment as may be necessary to prevent discharge  of  EEX  or
other liable parties on such instrument).

          (c)   In  the event that the Corporation shall  receive
any  payment or distribution on account of the Subordinated  Note
which  the  Corporation  is not entitled  to  receive  under  the
provisions of this Section 15, the Corporation will hold any such
amount  so  received in trust for the holders of the Senior  Debt
and  will  forthwith  turn  over such payment  to  any  court  of
competent  jurisdiction in the form received by  the  Corporation
(together  with any necessary endorsement) to be applied  ratably
to the Senior Debt.

                    <signature page follows>
<PAGE>
<PAGE>
                                
           IN  WITNESS  WHEREOF, the Corporation has caused  this
certificate  to  be duly executed by Joseph T.  Leary,  its  Vice
PresidentFinance and Treasure, on the Effective  Date,  effective
as of Septemebr 29, 1997.

                              EEX Capital Inc.
                              
                              By:
                                    Name:  Joseph T. Leary
                                            Title:           Vice
                              PresidentFinance and Treasurer
                              

Consented to and Approved
by each of the Holders as of the
date hereof:

UBS Securities LLC

By: _____________________________
   Name:  James A. Ajello
   Title:    Managing Director
   
By: _____________________________
   Name:  Jeffrey M. Donahue
   Title:    Director

<PAGE>