<PAGE>
                                                                     Exhibit 4.1

                           CERTIFICATE OF DESIGNATIONS

                                       OF

     5.75% SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK SETTING FORTH THE
    POWERS, PREFERENCES AND RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS AND
   RESTRICTIONS THEREOF, OF SUCH PREFERRED STOCK OF GENERAL CABLE CORPORATION


         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, General Cable Corporation, a Delaware corporation (the "Company"),
does hereby certify that the Board of Directors of the Company (the "Board of
Directors") duly adopted the following resolution and that such resolution has
not been modified and is in full force and effect:

         RESOLVED that, pursuant to the authority vested in the Board of
Directors in accordance with the provisions of the Amended and Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), a series of preferred stock of the Company is hereby created
and the designation and number of shares thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations and restrictions
thereof, are as set forth below in this Certificate of Designations (this
"Certificate"):

         SECTION 1. Number; Designation; Registered Form. (a) The shares of such
series shall be designated as "5.75% Series A Redeemable Convertible Preferred
Stock" (the "Preferred Stock") and shall have a par value of $0.01 per share.
The number of shares constituting the Preferred Stock shall be 2,070,000.
Certificates for shares of Preferred Stock shall be issuable only in registered
form.

         (b) All shares of Preferred Stock redeemed, purchased, exchanged,
converted or otherwise acquired by the Company shall be retired and canceled
and, upon the taking of any action required by applicable law, shall be restored
to the status of authorized but unissued shares of preferred stock of the
Company, without designation as to series, and may thereafter be reissued.

         (c) Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in Section 11 below.

         SECTION 2. Ranking. The Preferred Stock will rank, with respect to
dividend rights and rights upon liquidation, winding-up or dissolution:

         (a) junior to Senior Stock;

         (b) on a parity with Parity Stock; and

         (c) senior to Junior Stock.

         SECTION 3. Dividends. (a) If the conditions to payment set forth in
Section 3(b)(ii) below are satisfied, the Board of Directors, or any duly
authorized committee thereof, shall declare dividends at the rate of 5.75% per
annum on the Liquidation Preference, as such rate may be adjusted from time to
time pursuant to Sections 3(c) and 3(d) hereof, to be payable on each Dividend
Payment Date, as set forth below. Dividends are payable on February 24, May 24,
August 24 and November 24 of each year (each, a "Dividend Payment Date"),
beginning on February 24, 2004. If any of those dates is not a Business Day,
then dividends will be payable on the next succeeding Business Day. The
dividends payable on any Dividend Payment Date will accrue from the last
Dividend Payment Date or, prior to the first Dividend Payment Date, the Issue
Date. The first Dividend Period will begin on the Issue Date, even if additional
shares of Preferred Stock are issued after that date. Dividends will be payable
to holders of record as they appear in the Company's stock records at the close
of business on January 31, April 30, July 31 and October 31 of each year (each,
a "Dividend Payment Record Date"). Dividends payable on the shares of Preferred
Stock for any period other than a full quarterly period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. All references in
this Certificate to dividends or to a dividend rate shall be deemed to include
Additional Dividends or to reflect any adjustment to the dividend rate
applicable to the Preferred Stock pursuant to Section 3(d) hereof, as the case
may be, if such Additional Dividends are then payable, as described in Section
3(d) below.
<PAGE>

         (b) (i) Dividends are payable, at the Company's option, (x) in cash,
(y) by delivering shares of Common Stock to the Registrar on behalf of the
holders of the Preferred Stock, to be sold on the holders' behalf for cash, or
(z) any combination thereof. To pay dividends in shares of Common Stock, the
Company must deliver to the Registrar a number of shares of Common Stock that,
when sold by the Registrar on the holders' behalf, will result in net cash
proceeds to be distributed to the holders of Preferred Stock in an amount equal
to the cash dividend otherwise payable to the holders of Preferred Stock. If the
Company pays dividends in shares of Common Stock by delivering them to the
Registrar, those shares will be owned beneficially by the holders of the
Preferred Stock upon delivery to the Registrar, and the Registrar will hold
those shares and the net cash proceeds from the sale of those shares for the
exclusive benefit of the holders of Preferred Stock until the Dividend Payment
Date at which time a proportion of the net cash proceeds equal to the non-cash
component of the declared dividend of the Preferred Stock will be distributed to
the holders of Preferred Stock entitled thereto with any remainder to continue
to be held by the Registrar for the exclusive benefit of the holders of
Preferred Stock and pooled with the net cash proceeds from future sales of
Common Stock delivered to the Registrar pursuant to this paragraph.

         Dividends on the Convertible Preferred Stock are cumulative. If the
Board of Directors or any authorized committee thereof fails to declare a
dividend to be payable on a Dividend Payment Date, the dividend will accumulate
on that Dividend Payment Date until declared and paid or will be forfeited upon
conversion, except under the circumstances described in Section 7(c).

         (ii) To pay dividends on any Dividend Payment Date, whether in cash or
in shares of Common Stock, (A) the Company shall have funds legally available to
make such payment and (B) such payment shall not, as determined by the Board of
Directors, continue or cause a default under, or violate, any provision of
applicable law or the Certificate of Incorporation or the by-laws of the Company
or any agreement or other instrument binding upon the Company or any of its
Subsidiaries or any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any of its Subsidiaries. In
addition, in order to pay dividends on any Dividend Payment Date in shares of
Common Stock, (w) the shares of Common Stock delivered to the Registrar shall
have been duly authorized, (x) the Company shall have provided to the Registrar
an effective registration statement under the Securities Act permitting the
immediate sale of the shares of Common Stock in the public market, (y) the
shares of Common Stock, once purchased by the purchasers thereof, shall be
validly issued, fully paid and nonassessable and (z) such shares shall have been
registered under the Securities Exchange Act, if required, and shall be listed
or admitted for trading on each United States securities exchange or market on
which the Common Stock is then listed or admitted for trading.

         If the Company is prohibited from paying dividends in cash because the
condition set forth in clause (B) of this Section 3(b)(ii) is not satisfied, the
Company must file, not later than 60 days after the Issue Date, a registration
statement for the purpose of satisfying the condition set forth in clause (x) of
this Section 3(b)(ii) and shall use its reasonable best efforts to satisfy the
conditions to paying such dividends in shares of Common Stock that are set forth
in clauses (w) through (z) of this Section 3(b)(ii). To the extent that the
rules of any securities exchange or market on which the Common Stock is listed
or admitted for trading require approval of the Company's stockholders in order
for the Company to be able to pay dividends on the Preferred Stock in shares of
Common Stock, the Company will use all commercially reasonable efforts to obtain
such approval not later than at the annual meeting of the Company's stockholders
next occurring after the Issue Date.

         (c) (i) If the Company does not pay dividends in full on the Preferred
Stock on more than six (6) Dividend Payment Dates as described above in Section
3(a), whether or not consecutive, the per annum dividend rate will be deemed to
have increased by 200 basis points on the date following the sixth such Dividend
Payment Date. Once all accrued and unpaid or accumulated dividends have been
paid in full, the dividend rate will return to the rate in effect before such
increase. If, following any such payment in full, the Company again does not pay
dividends in full on any Dividend Payment Date, the per annum dividend rate will
be deemed to have increased by 200 basis points on the date following the last
Dividend Payment Date through which all accrued and unpaid or accumulated
dividends have been paid in full and will return to the rate in effect before
such increase only after all accrued and unpaid or accumulated dividends through
the latest Dividend Payment Date have been paid in full.

                                      -2-
<PAGE>

         (ii) Except as set forth in the preceding paragraph, the Company shall
not be obligated to pay holders of Preferred Stock any interest or sum of money
in lieu of interest on any dividend not paid on a Dividend Payment Date or any
other late payment.

         If the Company's Board of Directors or an authorized committee thereof
does not declare a dividend for any Dividend Payment Date, the Board of
Directors or an authorized committee thereof may declare and pay the dividend on
any subsequent date, whether or not a Dividend Payment Date. The persons
entitled to receive the dividend in such case will be holders of Preferred Stock
as they appear on the stock register on a date selected by the Board of
Directors or an authorized committee thereof. That date must not (a) precede the
date the Board of Directors or an authorized committee thereof declares the
dividend payable and (b) be more than 60 days prior to that Dividend Payment
Date.

         (d) (i) With respect to the first 90-day period immediately following
the occurrence of a Registration Default, the per annum dividend rate on the
Preferred Stock for the relevant period will be increased by 25 basis points
(the "Additional Dividends") from and including the date of the Registration
Default. The per annum dividend rate will increase by an additional 25 basis
points with respect to any subsequent 90-day period, but in no event will the
increase in the per annum dividend rate pursuant to this Section 3(d) exceed 100
basis points in the aggregate regardless of the number of Registration Defaults,
until all Registration Defaults have been cured. Following the cure of all
Registration Defaults, the accrual of Additional Dividends with respect to the
Preferred Stock shall cease in accordance with the terms of the Registration
Rights Agreement.

         (ii) If, after the cure of all Registration Defaults then in effect,
there is a subsequent Registration Default, the increase in the per annum
dividend rate for that subsequent Registration Default shall initially be 25
basis points, regardless of the dividend rate in effect with respect to any
prior Registration Default at the time of the cure of that Registration Default
and will increase as set forth in Section 3(d)(i).

         (iii) The Company shall notify the Registrar within five Business Days
after each and every date on which a Registration Default occurs. Additional
Dividends payable by the Company shall be payable to the record holders of
shares of Preferred Stock on each Dividend Payment Date in the manner provided
for the payment of regular dividends.

         SECTION 4. Liquidation Preference. (a) Upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company, each holder
of Preferred Stock shall be entitled to payment out of the assets of the Company
legally available for distribution of an amount equal to the Liquidation
Preference of the shares held by such holder, plus an amount equal to all
accrued and unpaid and accumulated dividends on those shares to but excluding
the date of liquidation, dissolution or winding-up, before any distribution is
made on any Junior Stock, including Common Stock. After payment in full of the
Liquidation Preference and an amount equal to all accrued and unpaid and
accumulated dividends to which holders of shares of Preferred Stock are
entitled, such holders shall not be entitled to any further participation in any
distribution of the assets of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the amounts payable with
respect to shares of Preferred Stock and all other Parity Stock are not paid in
full, the holders of shares of Preferred Stock and the holders of the Parity
Stock shall share equally and ratably in any distribution of assets of the
Company in proportion to the full liquidation preference and an amount equal to
all accrued and unpaid and accumulated dividends, if any, to which each such
holder is entitled.

         (b) 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, merger or amalgamation of the Company with or into any other
entity or the consolidation, merger or amalgamation of any other entity with or
into the Company shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding-up of the Company.

                                      -3-
<PAGE>

         SECTION 5. Redemption. Shares of Preferred Stock shall be redeemable as
provided below.

         (a) Optional Redemption. The Company may not redeem any shares of
Preferred Stock at any time before November 24, 2008. At any time or from time
to time thereafter, the Company will have the option to redeem all or any
outstanding shares of Preferred Stock, out of funds legally available for such
payment, upon not less than 30 nor more than 60 days' prior notice, in cash at
the redemption prices specified below, plus an amount in cash equal to all
accrued and unpaid or accumulated dividends from, and including, the immediately
preceding Dividend Payment Date to, but excluding, the redemption date, during
the 12-month period commencing on November 24 of each of the years set forth
below:

                 2008................................................   $51.4375
                 2009................................................   $51.1500
                 2010................................................   $50.8625
                 2011................................................   $50.5750
                 2012, until the day prior to mandatory redemption...   $50.2875

         In the event of a partial redemption of the Preferred Stock, the shares
to be redeemed will be selected on a pro rata basis, except that the Company may
redeem all shares of Preferred Stock held by any holder of fewer than 10 shares
(or all shares of Preferred Stock owned by any holder who would hold fewer than
10 shares as a result of such redemption), as determined by the Board of
Directors or a duly authorized committee thereof.

         (b) Mandatory Redemption. (i) The Company is obligated to redeem all
outstanding shares of Preferred Stock on November 24, 2013, out of funds legally
available for such payment, at a redemption price equal to the Liquidation
Preference thereof, plus all accrued and unpaid or accumulated dividends.

         (ii) The Company must pay the redemption price under Section 5(b), at
its option, (x) in cash, (y) in shares of Common Stock at a discount of 5% from
the Market Price of such Common Stock (i.e., valued at 95% of the Market Price
of the Common Stock), or (z) any combination thereof. The Company may pay such
redemption price, whether in cash or in shares of Common Stock, only if it has
funds legally available for such payment and may pay such redemption price in
shares of Common Stock only if such shares are eligible for immediate sale in
the public market either (i) by non-affiliates of ours absent a registration
statement or (ii) pursuant to a registration statement that has become
effective. The Company may pay the redemption price or any portion of the
redemption price in shares of the Common Stock only if the information necessary
to calculate the Market Price is publicly available.

         (c) The Company shall give Notice to all holders (and beneficial owners
as required by applicable law), on a date not less than ten (10) business days
prior to the mandatory redemption date stating among other things:

                  (i) whether the Company shall pay the redemption price of the
         Preferred Stock in cash or shares of Common Stock or any combination
         thereof and specifying the percentages of each;

                  (ii) if the Company elects to pay in shares of Common Stock,
         the method of calculating the Market Price; and

                  (iii) the procedures that must be followed in connection with
         the redemption.

         (d) In the case of any redemption pursuant to Section 5(b) or purchase
pursuant to Section 9, the Company's right to redeem or purchase Preferred Stock
with shares of Common Stock is subject to the following conditions:

                  (A) such shares shall be duly authorized, validly issued,
         fully paid and nonassessable;

                  (B) the Company shall have listed such shares of Common Stock
         on the principal United States securities exchange on which the Common
         Stock is then listed or, if not so listed, on Nasdaq;

                                      -4-
<PAGE>

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

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

         If such conditions are not satisfied with respect to a holder prior to
the close of business on any Purchase Date, the Company will pay the Purchase
Price of such holder's shares of Preferred Stock entirely in cash. The Company
may not change the form or components or percentages of components of
consideration to be paid for the shares of Preferred Stock once the Company has
given any Notice that it is required to give to holders of the Preferred Stock,
except as described in the first sentence of this paragraph.

         The Company shall provide Notice to the holders of the Preferred Stock
no later than two (2) Business Days prior to the Purchase Date of the actual
number of shares of Common Stock deliverable upon the redemption of the
Preferred Stock.

         (e) In the case of any redemption pursuant to this Section 5:

                  (i) Payment of the redemption price for Preferred Stock is
         conditioned upon book-entry transfer of or physical delivery of the
         certificates representing the Preferred Stock, together with necessary
         endorsements, to the Registrar at any time after delivery of the
         Redemption Notice. Payment of the redemption price for the Preferred
         Stock will be made promptly following the later of the redemption date
         and book-entry transfer of or physical delivery of the certificates
         representing the Preferred Stock, together with necessary endorsements,
         to the Registrar.

                  (ii) If DTC and the Registrar hold money or securities
         sufficient to pay the redemption price of Preferred Stock on the
         redemption date for shares of Preferred Stock delivered for redemption
         in accordance with the terms of this Certificate, then the dividends
         will cease to accrue. At such time, all rights of a holder as a holder
         of Preferred Stock shall terminate, other than the right to receive the
         redemption price upon book-entry transfer of or physical delivery of
         the certificates representing the Preferred Stock, together with
         necessary endorsements.

         SECTION 6. Voting Rights. (a) Holders of the Preferred Stock will not
have any voting rights except as from time to time as required by law and as set
forth below in this Section 6 and Section 15. So long as any shares of the
Preferred Stock remain Outstanding, the Company shall not, without the consent
of the holders of at least two-thirds of the shares of Preferred Stock
Outstanding at the time (i) issue shares of or increase the authorized number of
shares of any Senior Stock or (ii) amend the Company's Certificate of
Incorporation or the resolutions contained in this Certificate, whether by
merger, consolidation or otherwise, if the amendment would alter or change any
power, preference or special right of the Outstanding Preferred Stock in any
manner materially adverse to the interests of the holders thereof.
Notwithstanding the foregoing, any increase in the authorized number of shares
of Common Stock or Preferred Stock or the authorization and issuance of Junior
Stock or other Parity Stock, including those with voting or redemption rights
that are different from the voting or redemption rights of the Preferred Stock
shall not be deemed to be an amendment that alters or changes such powers,
preferences or special rights in any manner materially adverse to the interests
of the holders of the Preferred Stock.

         (b) Any increase, decrease or change in the par value of any class or
series of Capital Stock, including the Preferred Stock, will not be deemed to be
an amendment that alters or changes the powers, preferences and special rights
of the shares of Preferred Stock in any manner materially adverse to the
interests of the holders of the Preferred Stock.

         (c) If and whenever six full quarterly dividends, whether or not
consecutive, payable on the Preferred Stock are not paid, the number of
directors constituting the Board of Directors will be increased by two and the
holders of Preferred Stock, voting together as a single class, will be entitled
to elect those additional directors. In the event of such a non-payment, any
holder of Preferred Stock may request that the Company call a special meeting of
the holders of Preferred Stock for the purpose of electing the additional
directors, and the Company must call such meeting within twenty (20) days of
request. If the Company fails to call such a meeting upon request, then any
holder of Preferred Stock can call such a meeting. If all accumulated dividends
on the Preferred Stock have been paid in full and dividends for the current
quarterly dividend period have been paid, the holders of Preferred Stock will no
longer have the right to vote on directors and the term of office of each
director so elected will terminate and the number of members of the Board of
Directors will, without further action, be reduced by two.

                                      -5-
<PAGE>

         (d) In any case where the holders of Preferred Stock are entitled to
vote, each holder of Preferred Stock will be entitled to one vote for each share
of Preferred Stock owned by such holder.

         SECTION 7. Conversion Rights. (a) Each share of Preferred Stock shall
be convertible at the option of the holder thereof, unless previously redeemed
or repurchased, into fully paid and nonassessable shares of Common Stock at an
initial conversion price of $10.004 per share, adjusted as described below in
Section 8 (the "Conversion Price"). The number of shares of Common Stock
deliverable upon conversion of a share of Preferred Stock (the "Conversion
Rate") will be initially 4.998, which represents the Liquidation Preference
divided by the initial Conversion Price. The Conversion Rate will be adjusted as
a result of any adjustment to the Conversion Price.

         (b) A Holder of shares of Preferred Stock may convert any or all of
those shares by surrendering to the Company at its principal office or at the
office of the Registrar, as may be designated by the Board of Directors, the
certificate or certificates for those shares of Preferred Stock accompanied by a
written notice stating that the holder elects to convert all or a specified
whole number of those shares in accordance with this Section 7 and specifying
the name or names in which the holder wishes the certificate or certificates for
shares of Common Stock to be issued. In case the notice specifies a name or
names other than that of the holder, the notice must be accompanied by payment
of all transfer taxes payable upon the issuance of shares of Common Stock in
that name or names. Other than those taxes, the Company shall pay any
documentary, stamp or similar issue or transfer taxes that may be payable in
respect of any issuance or delivery of shares of Common Stock upon conversion of
shares of Preferred Stock. As promptly as practicable after the surrender of
that certificate or certificates and the receipt of the notice relating to the
conversion and payment of all required transfer taxes, if any, or the
demonstration to the Company's satisfaction that those taxes have been paid, the
Company will deliver or cause to be delivered (i) certificates representing the
number of validly issued, fully paid and nonassessable full shares of Common
Stock to which the holder, or the holder's transferee, of shares of Preferred
Stock being converted will be entitled and (ii) if less than the full number of
shares of Preferred Stock evidenced by the surrendered certificate or
certificates is being converted, a new certificate or certificates, of like
tenor, for the number of shares evidenced by the surrendered certificate or
certificates less the number of shares being converted. Such conversion will be
deemed to have been made at the close of business on the date of giving the
notice and of surrendering the certificate or certificates representing the
shares of Preferred Stock to be converted so that the rights of the holder
thereof as to the shares being converted will cease except for the right to
receive shares of Common Stock and accrued and unpaid dividends with respect to
the shares of Preferred Stock being converted, and the person entitled to
receive the shares of Common Stock will be treated for all purposes as having
become the record holder of those shares of Common Stock at such time.

         (c) If a holder of shares of Preferred Stock exercises conversion
rights, upon delivery of the shares for conversion, those shares will cease to
accrue dividends as of the end of the day immediately preceding the date of
conversion. Except as set forth in the last sentence of this Section 7(c),
holders of shares of Preferred Stock who convert their shares into Common Stock
will not be entitled to, nor will the Conversion Price or Conversion Rate be
adjusted for, any accrued and unpaid or accumulated dividends. Shares of
Preferred Stock surrendered for conversion during the period between the close
of business on any Dividend Record Date and the opening of business on the
corresponding Dividend Payment Date must be accompanied by payment of an amount
equal to the dividend declared and payable on such shares on such Dividend
Payment Date. Notwithstanding the foregoing, a holder of shares of Preferred
Stock whose shares are converted after the Company has given a notice of
redemption will continue to be entitled to receive all accrued and unpaid and
accumulated dividends, and those dividends will be payable by the Company as and
when those dividends are paid to any holders or, if none, on the date which
would have been the next succeeding Dividend Payment Date had there been any
holders or at a later time when the Company believes it has adequate available
capital under applicable law to make such a payment.

         (d) In case any shares of Preferred Stock are to be redeemed, the right
of conversion shall cease and terminate, as to the shares of Preferred Stock to
be redeemed, at the close of business on the Business Day immediately preceding
the date fixed for redemption, unless the Company shall default in the payment
of the redemption price of those shares.

                                      -6-
<PAGE>

         (e) The Company shall at all times reserve and keep available, free
from preemptive rights, for issuance upon the conversion of shares of Preferred
Stock a number of its authorized but unissued shares of Common Stock that will
from time to time be sufficient if necessary to permit the conversion of all
Outstanding shares of Preferred Stock. Prior to the delivery of any securities
that the Company shall be obligated to deliver upon conversion of the Preferred
Stock, the Company shall comply with all applicable federal and state laws and
regulations which require action to be taken by the Company. All shares of
Common Stock delivered upon conversion of the Preferred Stock will upon delivery
be duly and validly issued and fully paid and nonassessable, free of all liens
and charges and not subject to any preemptive rights.

         (f) Conversion at Our Option Under Certain Circumstances.

         If fewer than 5% of the aggregate number of shares of Preferred Stock
issued on the Issue Date and any shares of Preferred Stock issued upon exercise
of the option granted to the Initial Purchasers of the Preferred Stock issued on
the Issue Date remain outstanding, the Company may, at any time on or after
November 24, 2008, at its option, cause all, but not less than all, of such
Preferred Stock to be automatically converted (a "Company Conversion") into that
number of shares of Common Stock equal to the Liquidation Preference thereof
plus all accrued and unpaid or accumulated dividends divided by the lesser of
(i) the Conversion Price, and (ii) the Market Price of the Common Stock. The
Company will notify each of the holders of Preferred Stock by mail of such a
Company Conversion. Such notice shall specify the date of such Company
Conversion which will not be less than 30 days nor more than 60 days after the
date of such notice.

         SECTION 8. Adjustments to the Conversion Price. (a) The Conversion
Price shall be subject to adjustment from time to time as follows:

                  (i) Stock Splits and Combinations. In case the Company shall,
         at any time or from time to time after the Issue Date, (A) subdivide or
         split the outstanding shares of Common Stock, (B) combine or reclassify
         the outstanding shares of Common Stock into a smaller number of shares
         or (C) issue by reclassification of the shares of Common Stock any
         shares of Capital Stock of the Company, then, and in each such case,
         the Conversion Price in effect immediately prior to that event or the
         record date therefor, whichever is earlier, shall be adjusted so that
         the holder of any shares of Preferred Stock thereafter surrendered for
         conversion shall be entitled to receive the number of shares of Common
         Stock or other securities of the Company which the holder would have
         owned or have been entitled to receive after the occurrence of any of
         the events described above, had those shares of Preferred Stock been
         surrendered for conversion immediately prior to the occurrence of that
         event or the record date therefor, whichever is earlier.

                  (ii) Stock Dividends in Common Stock. In case the Company
         shall, at any time or from time to time after the Issue Date, pay a
         dividend or make a distribution in shares of Common Stock to all of the
         holders of the Common Stock other than dividends or distributions of
         shares of Common Stock or other securities with respect to which
         adjustments are provided in Section 8(a)(i) above, the Conversion Price
         shall be adjusted by multiplying (A) the Conversion Price immediately
         prior to the record date fixed for determination of stockholders
         entitled to receive the dividend or distribution, by (B) a fraction,
         the numerator of which shall be the number of shares of Common Stock
         outstanding at the close of business on that record date and the
         denominator of which shall be the sum of that number of shares and the
         total number of shares issued in that dividend or distribution.

                  (iii) Issuance of Rights or Warrants. In case the Company
         shall, at any time or from time to time after the Issue Date, issue to
         all holders of Common Stock rights or warrants entitling those holders
         to subscribe for or purchase Common Stock at a price per share less
         than the Current Market Price, the Conversion Price in effect
         immediately prior to the close of business on the record date fixed for
         determination of stockholders entitled to receive those rights or
         warrants shall be decreased by multiplying (A) the Conversion Price by
         (B) a fraction, the numerator of which is the sum of the number of
         shares of Common Stock outstanding at the close of business on that
         record date and the number of shares of Common Stock that the aggregate
         offering price of the total number of shares of Common Stock so offered
         for subscription or purchase would purchase at the Current Market Price
         and the denominator of which is the sum of the number of shares of
         Common Stock outstanding at the close of business on that record date
         and the number of additional shares of Common Stock so offered for
         subscription or purchase. For purposes of this subparagraph (iii), the
         issuance of rights or warrants to subscribe for or purchase securities
         convertible into Common Stock shall be deemed to be the issuance of
         rights or warrants to purchase the Common Stock issuable upon
         conversion of those securities at an aggregate offering price equal to
         the sum of the aggregate offering price of those securities and the
         minimum aggregate amount, if any, payable upon exercise or conversion
         of those securities into Common Stock. Such adjustment will be made
         successively whenever any such event occurs. The Conversion Rate will
         be adjusted back to the extent the rights are not subscribed for or
         purchased prior to their expiration or warrants are not exercised prior
         to their expiration.

                                      -7-
<PAGE>

                  (iv) Distribution of Indebtedness, Securities or Assets. In
         case the Company shall, at any time or from time to time after the
         Issue Date, distribute to all holders of Common Stock, whether by
         dividend or in a merger, consolidation or otherwise, evidences of
         indebtedness, shares of Capital Stock of any class or series, other
         securities, cash or assets, (other than Common Stock, rights or
         warrants referred to in subparagraph (iii) above, a dividend or
         distribution payable exclusively in cash, shares of Capital Stock or
         similar equity interests in the case of a Spin-Off, referred to in the
         next succeeding paragraph, and other than as a result of a Fundamental
         Change referred to in subparagraph (v) below), the Conversion Price in
         effect immediately prior to the close of business on the record date
         fixed for determination of stockholders entitled to receive that
         distribution shall be decreased by multiplying (A) the Conversion Price
         by (B) a fraction, the numerator of which is the Current Market Price
         of the Common Stock and the denominator of which is the Current Market
         Price of the Common Stock plus the Fair Market Value of the portion of
         those evidences of indebtedness, shares of Capital Stock, other
         securities, cash and assets so distributed applicable to one share of
         Common Stock. Such adjustment shall be made successively whenever any
         such event shall occur.

                  In case of a Spin-Off, the Conversion Price in effect
         immediately before the close of business on the record date fixed for
         determination of stockholders entitled to receive the relevant dividend
         or other distribution will be decreased by multiplying (x) the
         Conversion Price by (y) a fraction, the numerator of which is the
         Current Market Price of the Common Stock and the denominator of which
         is the Current Market Price of the Common Stock plus the Fair Market
         Value of the portion of those shares of Capital Stock, other
         securities, cash and assets so distributed applicable to one share of
         Common Stock.

                  The adjustment to the Conversion Price under the preceding
         paragraph will occur at the earlier of (1) the tenth (10th) Trading Day
         from, and including, the completion date of the Spin-Off and (2) the
         date of the completion of the Initial Public Offering of the securities
         being distributed in the Spin-Off, if that Initial Public Offering is
         effected simultaneously with the Spin-Off.

                  (v) Fundamental Changes. In case any transaction or event
         (including, without limitation, any merger, consolidation, combination,
         sale of assets, tender or exchange offer, reclassification, compulsory
         share exchange or liquidation) shall occur in which all or
         substantially all outstanding shares of Common Stock are converted into
         or exchanged or acquired for or constitute the right to receive stock,
         other securities, cash, property or assets (each, a "Fundamental
         Change"), the holder of each share of Preferred Stock Outstanding
         immediately prior to the occurrence of such Fundamental Change that
         remains Outstanding after such Fundamental Change shall have the right
         upon any subsequent conversion to receive (but only out of funds
         legally available, to the extent required by applicable law) the kind
         and amount of stock, other securities, cash, property or assets that
         such holder would have received if that share had been converted
         immediately prior to the Fundamental Change.

                  (vi) Self-Tender. In case the Company or any of its
         Subsidiaries engages in a tender or exchange offer for all or any
         portion of the Common Stock that shall expire, and such tender or
         exchange offer (as amended upon the expiration thereof) shall require
         the payment to stockholders of consideration per share of Common Stock
         having a Fair Market Value that as of the last time tenders or
         exchanges may be made pursuant to such tender or exchange offer, as
         such time may be amended (the "Expiration Time"), exceeds the Sale
         Price per share of Common Stock as of the Trading Day next succeeding
         the Expiration Time, the Conversion Price shall be decreased so that it
         shall equal the price determined by (A) multiplying the Conversion
         Price in effect immediately prior to the Expiration Time by (B) a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at the Expiration Time multiplied by the Sale Price per share of Common
         Stock as of the Trading Day next succeeding the Expiration Time and the
         denominator of which shall be the sum of (x) the Fair Market Value of
         the aggregate consideration payable to stockholders based on the
         acceptance (up to any maximum specified in the terms of the tender or
         exchange offer) of all shares of Common Stock validly tendered or
         exchanged and not withdrawn as of the Expiration Time (the shares of
         Common Stock deemed so accepted, up to any such maximum, being referred
         to as the "Purchased Shares") and (y) the product of the number of
         shares of Common Stock outstanding (less any Purchased Shares) at the
         Expiration Time and the Sale Price per share of Common Stock as of the
         Trading Day next succeeding the Expiration Time, such decrease to
         become effective as of the opening of business on the Trading Day next
         succeeding the Expiration Time. In the event that the Company is
         obligated to purchase shares of Common Stock pursuant to any such
         tender or exchange offer, but the Company is permanently prevented by
         applicable law from effecting any such purchases or all such purchases
         are rescinded, the Conversion Price shall be adjusted back to be the
         Conversion Price that would then be in effect if such tender or
         exchange offer had not been made.

                                      -8-
<PAGE>

                  (vii) Cash Dividend or Distribution. In case the Company
         shall, at any time or from time to time after the Issue Date, pay a
         dividend or make a distribution in cash on the Common Stock, the
         Conversion Price in effect immediately before the close of business on
         the day that the Common Stock trades after such distribution occurred
         will be adjusted by multiplying (A) the Conversion Price by (B) a
         fraction, the numerator of which will be the Current Market Price of
         the Common Stock and the denominator of which will be the Current
         Market Price of the Common Stock plus the amount per share of such
         dividend or distribution.

         (b) Anything in paragraph (a) to the contrary notwithstanding, the
Company shall not be required to give effect to any adjustment in the Conversion
Price unless and until the net effect of one or more adjustments (each of which
shall be carried forward until counted toward adjustment), determined as above
provided, shall have resulted in a change of the Conversion Price by at least
l%, and when the cumulative net effect of more than one adjustment so determined
shall be to change the Conversion Price by at least 1%, such change in the
Conversion Price shall thereupon be given effect. In the event that, at any time
as a result of the provisions of this Section 8, the Holders of shares of
Preferred Stock upon subsequent conversion shall become entitled to receive any
shares of Capital Stock of the Company other than Common Stock, the number of
such other shares so receivable upon conversion of shares of Preferred Stock
shall thereafter be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions contained in this
Section 8.

         (c) There shall be no adjustment of the Conversion Price in the case of
the issuance of any Capital Stock of the Company in a merger, reorganization,
acquisition, reclassification, recapitalization or other similar transaction
except as provided in this Section 8.

         (d) The Company may, from time to time, reduce the Conversion Price by
any amount for any period of time if the period is at least twenty (20) days or
any longer period required by law and if the reduction is irrevocable during the
period, but the Conversion Price may not be less than the par value of Common
Stock.

         (e) In any case in which this Section 8 requires that an adjustment as
a result of any event become effective from and after a record date, the Company
may elect to defer until after the occurrence of that event (a) issuing to the
holder of Preferred Stock converted after that record date and before the
occurrence of that event the additional shares of Common Stock issuable upon
that conversion over and above the shares issuable on the basis of the
Conversion Price in effect immediately before adjustment and (b) paying to that
holder any amount in cash in lieu of a fractional share of Common Stock.

         (f) The Company shall, as soon as practicable following the occurrence
of an event that requires or permits an adjustment in the Conversion Price,
provide written notice to the holders of Preferred Stock of the occurrence of
that event. The Company shall deliver a statement setting forth in reasonable
detail the method by which the adjustment to the Conversion Price was determined
and setting forth the revised Conversion Price.

                                      -9-
<PAGE>

         (g) No fractional shares of Common Stock will be issued upon conversion
of Preferred Stock. In lieu of any fractional share otherwise issuable in
respect of the aggregate number of shares of Preferred Stock of any holder which
are converted, that holder will be entitled to receive an amount in cash equal
to the same fraction of the Sale Price of Common Stock determined as of the
second Trading Day immediately preceding the effective date of conversion.

         (h) The Company's obligations under the Certificate are subject to
applicable federal and state securities laws.

         (i) If the Company shall take any action affecting the Common Stock,
other than any action described in this Section 8, that in the opinion of the
Board of Directors would materially adversely affect the conversion rights of
the Holders, then the Conversion Price may be adjusted, to the extent permitted
by law, in such manner, and at such time, as the Board of Directors may
determine to be equitable in the circumstances.

         (j) The Board of Directors shall have the power to resolve any
ambiguity or, subject to applicable law, correct any error in this Section 8 and
its action in so doing shall be final and conclusive.

         SECTION 9. Change of Control Put Right. (a) If a Change of Control
occurs, each holder of shares of Preferred Stock that remain Outstanding after
the Change of Control shall have the right to require the Company to purchase,
out of legally available funds, any Outstanding shares of Preferred Stock at the
Purchase Price. For shares of Preferred Stock to be purchased as provided in
this Section, the Company must receive, from the holder of such shares, at the
office or agency of the Company maintained for that purpose a "Notice of
Election of Purchase Upon a Change of Control" in the form of Exhibit E to this
Certificate on or prior to the Purchase Date, as described in Section 9(c).

         The Purchase Price is payable, at the Company's option, (x) in cash (y)
in shares of the Common Stock at a discount of 5% from the Market Price of
Common Stock, (i.e. valued at a 95% discount of the Market Price of the Common
Stock), or (z) any combination thereof. If the Company pays for shares of
Preferred Stock in Common Stock, no fractional shares of Common Stock will be
issued; instead, the Company will round the applicable number of shares of
Common Stock up to the nearest whole number of shares; provided that the Company
may pay such Purchase Price, whether in cash or in shares of Common Stock, only
if the Company has funds legally available for such payment and may pay such
Purchase Price in shares of its Common Stock only if such shares are eligible
for immediate sale in the public market either (i) by non-affiliates of the
Company absent a registration statement or (ii) pursuant to a registration
statement that has become effective. The Company's right to purchase Preferred
Stock, in whole or in part, with shares of Common Stock is subject to the
conditions set forth in Section 5(d) and (e).

         (b) Holders of the Preferred Stock will not have the right set forth in
Section 9 (a) if:

                  (i) the Sale Price per share of the Common Stock for any five
         (5) Trading Days within the period of ten (10) consecutive Trading Days
         ending immediately after the later of the Change of Control or the
         public announcement thereof (in the case of a Change of Control under
         paragraph (a) of the definition of "Change of Control" in Section 11)
         or the period of ten (10) consecutive Trading Days ending immediately
         before the Change of Control (in the case of a Change of Control under
         paragraph (b), (c) or (d) of the definition of "Change of Control" in
         Section 11) shall equal or exceed 105% of the Conversion Price
         immediately after the later of the Change of Control and the public
         announcement thereof; or

                  (ii) at least 100% of the consideration in the Change of
         Control transaction consists of Capital Stock traded on a U.S. national
         securities exchange or quoted on the Nasdaq, and as a result of the
         transaction, the Preferred Stock becomes convertible solely into such
         Capital Stock.

         (c) Within 30 days following any Change of Control, the Company will
mail a notice by first class mail to each holder's registered address describing
the transaction or transactions that constitute the Change of Control and
offering to purchase that holder's Preferred Stock on the date specified in that
notice, which date will be no earlier than 30 days and no later than 60 days
from the date the notice is mailed. Such notice will, among other things, state:

                                      -10-
<PAGE>

                  (i) whether the Company will pay the Purchase Price of the
         Preferred Stock in cash or shares;

                  (ii) if the Company elects to pay any portion of the Purchase
         Price in Common Stock, the amount of such portion and the method of
         calculating the number of shares of Common Stock; and

                  (iii) the instructions determined by the Company, consistent
         with this Section, that a holder must follow in order to have its
         Preferred Stock purchased.

         Upon determination of the actual number of shares of Common Stock to be
issued for each share of the Preferred Stock in accordance with the foregoing
provisions, the Company will promptly notify the holders of this information and
will issue a press release and publish such information on its website.

         (d) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations to the extent
those laws and regulations are applicable in connection with the purchase of
Preferred Stock as a result of a Change of Control with respect to the Company.
To the extent that the provisions of any securities laws or regulations conflict
with any of the provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall be deemed not to have
breached its obligations under this Section 9.

         (e) On the purchase date set forth in the notice mailed to holders
pursuant to subsection (c) of this Section 9, the Company will, to the extent
lawful, (i) purchase all shares of Preferred Stock properly tendered, (ii)
deposit with (A) DTC, with respect to shares held by DTC or the agent, or (B)
the Registrar, with respect to shares held in certificated form, as applicable,
an amount equal to the Purchase Price of the shares of Preferred Stock so
tendered, (iii) deliver or cause to be delivered to DTC or the Registrar shares
of Preferred Stock so accepted together with an officers' certificate stating
the aggregate Liquidation Preference of the shares of Preferred Stock being
purchased by the Company. DTC or the Registrar, as applicable, shall promptly
mail or deliver to each holder of shares of Preferred Stock so tendered the
applicable payment for those shares of Preferred Stock, and the Registrar shall
promptly countersign and mail or deliver to each holder certificates
representing, or cause to be transferred by book-entry to each holder, new
shares of Preferred Stock equal in aggregate Liquidation Preference to any
unpurchased portion of the shares of Preferred Stock surrendered, if any. The
Company shall publicly announce the results of its offer on or as soon as
practicable after the Purchase Date for the purchase of shares of Preferred
Stock in connection with a Change of Control.

         (f) The Company shall not be required to purchase any shares of
Preferred Stock upon the occurrence of a Change of Control if a third party
makes an offer to purchase the Preferred Stock in the manner, for the amount, at
the times and otherwise in compliance with the requirements described in this
Section 9 and purchases all shares of Preferred Stock validly tendered and not
withdrawn.

         (g) The right of the holders of shares of Preferred Stock described in
this Section 9 will be subject to the Company's obligation to repay or
repurchase all of its debt obligations or Preferred Stock required to be
repurchased or repaid in connection with a transaction or event that constitutes
a Change of Control and to any contractual restrictions contained in the
Company's indebtedness. When the Company shall have satisfied these obligations
or these obligations are no longer applicable to the Company and, subject to the
legal availability of funds for this purpose, the Company shall then purchase
all shares of Preferred Stock tendered for purchase by the Company upon a Change
of Control pursuant to this Section 9.

         SECTION 10. Payment Restrictions. If the Company does not pay a
dividend on a Dividend Payment Date, then, until all accumulated dividends have
been declared and paid or declared and set apart for payment:

                  (i) the Company may not take any of the following actions with
         respect to any of its Junior Stock: (A) declare or pay any dividend or
         make any distribution of assets on any Junior Stock, except that the
         Company may pay dividends in shares of its Junior Stock and pay cash in
         lieu of fractional shares in connection with any such dividend or (B)
         redeem, purchase or otherwise acquire any Junior Stock, except that (x)
         the Company may redeem, repurchase or otherwise acquire Junior Stock
         upon conversion or exchange of such Junior Stock for other Junior Stock
         and pay cash in lieu of fractional shares in connection with any such
         conversion or exchange and (y) the Company may make repurchases of
         Capital Stock deemed to occur upon the exercise of stock options if
         such Capital Stock represents a portion of the exercise price thereof
         and repurchases of Capital Stock deemed to occur upon the withholding
         of a portion of the Capital Stock issued, granted or awarded to one of
         the Company's directors, officers or employees to pay for the taxes
         payable by such director, officer or employee upon such issuance, grant
         or award in order to satisfy, in whole or in part, withholding tax
         requirements in connection with the exercise of such options, in
         accordance with the provisions of an option or rights plan or program
         of the Company, in each case as in effect on the Issue Date, or any
         other plan substantially similar thereto;

                                      -11-
<PAGE>

                  (ii) the Company may not take any of the following actions
         with respect to any of its Parity Stock: (A) declare or pay any
         dividend or make any distribution of assets on any of its Parity Stock,
         except that the Company may pay dividends on Parity Stock provided that
         the total funds to be paid be divided among the Preferred Stock and
         such Parity Stock on a pro rata basis in proportion to the aggregate
         amount of dividends accrued and unpaid or accumulated thereon; or (B)
         redeem, purchase or otherwise acquire any Parity Stock, except that the
         Company may redeem, purchase or otherwise acquire Parity Stock upon
         conversion or exchange of such Parity Stock for Junior Stock or other
         Parity Stock and pay cash in lieu of fractional shares in connection
         with any such conversion or exchange, so long as, in the case of such
         other Parity Stock, (I) such other Parity Stock contains terms and
         conditions (including, without limitation, with respect to the payment
         of dividends, dividend rates, liquidation preferences, voting and
         representation rights, payment restrictions, antidilution rights,
         change of control rights, covenants, remedies and conversion and
         redemption rights) that are not materially less favorable, taken as a
         whole, to the Company or to the holders of Preferred Stock than those
         contained in the Parity Stock that is converted into or exchanged for
         such other Parity Stock, (II) the aggregate amount of the liquidation
         preference of such other Parity Stock does not exceed the aggregate
         amount of the liquidation preference, plus accrued and unpaid or
         accumulated dividends, of the Parity Stock that is converted into or
         exchanged for such other Parity Stock and (III) the aggregate number of
         shares of Common Stock issuable upon conversion, redemption or exchange
         of such other Parity Stock does not exceed the aggregate number of
         shares of Common Stock issuable upon conversion, redemption or exchange
         of the Parity Stock that is converted into or exchanged for such other
         Parity Stock.

         SECTION 11. Certain Definitions. As used in this Certificate, the
following terms shall have the following meanings, unless the context otherwise
requires:

         "Additional Dividends" has the meaning set forth in Section 3(d).

         "Agent Members" has the meaning set forth in Section 13(b).

         "Business Day" means any day other than a Saturday, Sunday, or U.S.
Federal holiday or day on which the Registrar is not open for business.

         "Capital Stock" of any person means any and all shares, interests,
participations or other equivalents however designated of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such person and any rights (other than debt securities convertible
or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such person.

         "Change of Control" means, with respect to the Company, the occurrence
of any of the following:

                  (a) any "person" or "group" (as such terms are used in Section
         13(d) and 13d-5 of the Exchange Act is or becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
         except that a person shall be deemed to have beneficial ownership of
         all shares that any such person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of Voting Stock representing 50% or more of the
         total voting power of all of the Voting Stock of the Company; or

                                      -12-
<PAGE>

                  (b) the Company consolidates or merges with or into another
         person (other than a wholly owned subsidiary) or the Company and/or one
         or more of its Subsidiaries sells, assigns, conveys, transfers, leases
         or otherwise disposes of all or substantially all of its assets
         (determined on a consolidated basis) to any person (other than to the
         Company or a wholly owned Subsidiary), other than any such transaction
         where immediately after such transaction the person or persons that
         "beneficially owned" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act) immediately prior to such transaction, directly or
         indirectly, Voting Stock representing a majority of the total voting
         power of all of the Voting Stock of the Company "beneficially own or
         owns" (as so determined), directly or indirectly, Voting Stock
         representing a majority of the total voting power of the outstanding
         Voting Stock of the surviving or transferee person; or

                  (c) if during any period of two consecutive years, the
         Continuing Directors cease for any reason to constitute a majority of
         the Board of Directors; or

                  (d) the Company or its stockholders adopt a plan of
         liquidation or dissolution.

         "Common Share Legend" has the meaning set forth in Section 14(e).

         "Common Stock" means the shares of common stock, par value $0.01 per
share, of the Company.

         "Company Order" means a written request or order signed in the name of
the Company by its Chairman of the Board of Directors, its President or a Vice
President and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who was (1) a member of such Board of Directors
on the Issue Date or (2) nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election.

         "Conversion Agent" has the meaning set forth in Section 16(a)(ii).

         "Conversion Price" has the meaning set forth in Section 7(a).

         "Current Market Price" of the Common Stock means (a) in the case of
Section 8(a)(iii), the average of the Sale Prices of the Common Stock for the
five (5) consecutive Trading Days selected by the Board of Directors beginning
not more than ten (10) Trading Days before, and ending not later than the date
immediately preceding the record date for the event described in Section
8(a)(iii), (b) in the case of Section 8(a)(iv), the average of the Sale Prices
of the Common Stock for the first ten (10) Trading Days from, and including, the
first day that the Common Stock trades after such distribution occurred and (c)
in the case of Section 8(a)(vii), the average of the Sale Prices of Common Stock
for the period of five (5) consecutive Trading Days after the Common Stock
trades after such distribution occurred; provided, that the Current Market Price
of the Common Stock in connection with a Spin-Off shall mean the average of the
Sale Prices of the Common Stock over the first ten (10) Trading Days after the
completion date of the Spin-Off; provided, further, that if an Initial Public
Offering of the securities being distributed in any Spin-Off is to be effected
simultaneously with such Spin-Off, the Current Market Price of the Common Stock
shall mean the Sale Price of the Common Stock on the Trading Day on which the
Initial Public Offering price of such securities is determined.

         "Depository" has the meaning set forth in Section 13(a).

         "Dividend Payment Date" has the meaning set forth in Section 3(a).

         "Dividend Payment Record Date" has the meaning set forth in Section
3(a).

                                      -13-
<PAGE>

         "Dividend Period" for any Dividend Payment Date means the period from
and including the immediately preceding Dividend Payment Date (or if there is no
immediately preceding Dividend Payment Date, from the Issue Date) to but
excluding such Dividend Payment Date.

         "DTC" means the Depository Trust Company.

         "Expiration Time" has the meaning set forth in Section 8(a)(vi).

         "Fair Market Value" means (i) in the case of a distribution referred to
in the first paragraph of Section 8(a)(iv) or a tender or exchange offer
referred to in Section 8(a)(vi), the value determined by the Board of Directors,
whose determination in good faith shall be conclusive, (ii) in the case of
securities to be distributed to the holders of the Common Stock in connection
with a Spin-Off that is not effected simultaneously with an Initial Public
Offering of the securities being distributed in the Spin-Off, the average of the
Sale Prices of those securities over the first ten (10) Trading Days after the
completion date of the Spin-Off and (iii) in the case of securities being
distributed in any Spin-Off that is effected simultaneously with an Initial
Public Offering, the Initial Public Offering price.

         "Fundamental Change" has the meaning set forth in Section 8(a)(v).

         "Global Preferred Certificate" has the meaning set forth in Section
13(a).

         "Global Shares Legend" has the meaning set forth in Section 13(a).

         "Holder", "holder" or other similar terms mean a person in whose name a
share of Preferred Stock is registered on the Preferred Stock register.

         "Initial Public Offering" means, in the event of a Spin-Off, the first
time securities of the same class or type as the securities being distributed in
the Spin-Off are bona fide offered to the public for cash.

         "Initial Purchasers" means UBS Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

         "Issue Date" means November 24, 2003, the date shares of Preferred
Stock are first issued hereunder.

         "Junior Stock" means the Common Stock and each class or series of the
Company's Capital Stock the terms of which provide that such class or series
will rank junior to the Preferred Stock as to the payment of dividends or
distributions upon liquidation, dissolution or winding-up. Junior Stock includes
warrants, rights, calls or options exercisable for or convertible into Junior
Stock.

         "Liquidation Preference" means $50.00 per share of the Preferred Stock.

         "Market Price" means the average of the Sale Prices of the Common Stock
for the five (5) Trading Day period ending on the third Business Day prior to
the Purchase Date or date of Company Conversion, as the case may be (if the
third Business Day prior to such date is a Trading Day or, if not, then on the
last Trading Day prior to the third Business Day), appropriately adjusted to
take into account the occurrence, during the period commencing on the first of
the Trading Days during the five (5) Trading Day period and ending on such date,
of any event that would result in an adjustment to the Conversion Price.

         "Nasdaq" means The Nasdaq National Market.

         "Notice" means, unless otherwise specified or required by applicable
law, publication on Bloomberg or the Company's website or by any other means of
publication, including electronic means, reasonably calculated to constitute
notice.

         "Officer" means the Chairman of the Board of Directors, the President,
any Vice President, a Treasurer, an Assistant Treasurer, the Secretary, or any
Assistant Secretary.

                                      -14-
<PAGE>

         "Outstanding" means, when used with respect to Preferred Stock, as of
the date of determination, all shares of Preferred Stock issued pursuant to this
Certificate, except (a) Preferred Stock that has been converted into Common
Stock in accordance with Section 7 and Preferred Stock that has been canceled by
the Registrar or delivered to the Registrar for cancellation upon purchase or
other acquisition thereof by the Company; and (b) Preferred Stock for whose
payment or redemption money in the necessary amount has been deposited with the
Registrar or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the holders of such Preferred Stock; provided that, if such Preferred
Stock is to be redeemed, notice of such redemption has been duly given pursuant
to this Certificate or provision therefor satisfactory to the Registrar has been
made; provided, however, that, in determining whether the holders of Preferred
Stock have given any request, demand, authorization, direction, notice, consent
or waiver or taken any other action hereunder, Preferred Stock owned by the
Company or any of its Subsidiaries shall be deemed not to be Outstanding, except
that, in determining whether the Registrar shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Preferred Stock which the Registrar has actual knowledge of
being so owned shall be deemed not to be Outstanding.

         "Parity Stock" means each class or series of the Company's Capital
Stock the terms of which provide that such class or series will rank on a parity
with the Preferred Stock as to the payment of dividends or distributions upon
liquidation, winding up and dissolution. Parity Stock includes warrants, rights,
calls or options exercisable for or convertible into Parity Stock.

         "Paying Agent" has the meaning set forth in Section 16(a)(i).

         "Purchase Agreement" means that certain Purchase Agreement, dated
November 18, 2003 by and among the Company and the Initial Purchasers.

         "Purchase Date" shall mean (a) in the case of a redemption pursuant to
Section 5(b), the date fixed for redemption and (b) in the case of a purchase
pursuant to Section 9(c), the date fixed for purchase.

         "Purchase Price" means, per share of Preferred Stock, 100% of the
Liquidation Preference thereof, plus all accrued and unpaid and accumulated
dividends, if any, to the date of purchase thereof.

         "Purchased Shares" has the meaning set forth in Section 8(a)(vii).

         "Registrable Securities" has the meaning set forth in Section 14(c).

         "Registrar" means Mellon Investor Services LLC, as the Company's
initial registrar, and thereafter, any successor registrar and Registrar duly
appointed by the Company.

         "Registration Default" has the meaning ascribed to it in the
Registration Rights Agreement.

         "Registration Rights Agreement" means that certain Registration Rights
Agreement to be executed by the Company and the Initial Purchasers in connection
with the sale of the Preferred Stock pursuant to the Purchase Agreement, as such
may be amended from time to time.

         "Regulation S" has the meaning set forth in Section 14(a).

         "Restricted Shares Legend" has the meaning set forth in Section 13(a).

         "Rule 144A" has the meaning set forth in Section 14(a).

         "Sale Price" of the Common Stock on any Trading Day means the closing
sale price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such Trading Day as reported in
composite transactions for the principal United States securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional securities exchange, as reported by Nasdaq.

                                      -15-
<PAGE>

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

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

         "Senior Stock" means each class or series of the Company's Capital
Stock the terms of which expressly provide that such class or series will rank
senior to the Preferred Stock with respect to the payment of dividends and
distributions upon liquidation, winding-up or dissolution. Senior Stock includes
warrants, rights, calls or options exercisable for or convertible into Senior
Stock.

         "Shelf Registration Statement" means the shelf registration statement
required to be filed with the Securities and Exchange Commission pursuant to the
Registration Rights Agreement.

         "Spin-Off" means a dividend or other distribution of shares of Capital
Stock of any class or series, or similar equity interests, of or relating to a
Subsidiary or other business unit of the Company.

         "Subsidiary" means, with respect to any person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital 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 such
person or one or more of the other Subsidiaries of that person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such person or a Subsidiary of such person or (ii)
the only general partners of which are such person or of one or more
Subsidiaries of such person (or any combination thereof).

         "Trading Day" means each day on which the securities exchange or
quotation system which is used to determine the Sale Price is open for trading
or quotation.

         "Voting Stock" of any person means Capital Stock of such person which
ordinarily has voting power for the election of directors, or persons performing
similar functions, of such person, whether at all times or only for so long as
no senior class of securities has such voting power by reason of any
contingency.

         SECTION 12. Currency. All shares of Preferred Stock shall be
denominated in U.S. currency, and all payments and distributions thereon or with
respect thereto shall be made in U.S. currency. All references herein to "$" or
"dollars" refer to U.S. currency.

         SECTION 13. Form. (a) The Preferred Stock shall be issued in the form
of one or more permanent global certificates in definitive, fully registered
form with the global legend (the "Global Shares Legend") and, until such time as
otherwise determined by the Company and the Registrar, the restricted shares
legend (the "Restricted Shares Legend"), in each case, as set forth on the form
attached hereto as Exhibit A and, until such time as otherwise determined by the
Company and the Registrar, the Form of Certificate of Transfer on the reverse
side, in the form attached hereto as Exhibit B (each, a "Global Preferred
Certificate"), which is hereby incorporated in and expressly made a part of this
Certificate. The Global Preferred Certificate may have notations, legends or
endorsements required by law, stock exchange rules, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). The Global Preferred
Certificate shall be deposited on behalf of the holders of the Preferred Stock
represented thereby with the Registrar, at its New York office, as custodian for
The Depository Trust Company or its nominee and their respective successors (the
"Depository"), and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Company and countersigned and registered by the
Registrar as hereinafter provided. The aggregate number of shares represented by
each Global Preferred Certificate may from time to time be increased or
decreased by adjustments made on the records of the Registrar and the Depository
or its nominee as hereinafter provided.

         (b) This paragraph shall apply only to a Global Preferred Certificate
deposited with or on behalf of the Depository. The Company shall execute and the
Registrar shall, in accordance with this Section, countersign and deliver
initially one or more Global Preferred Certificates that (i) shall be registered
in the name of Cede & Co. or other nominee of the Depository and (ii) shall be
delivered by the Registrar to Cede & Co. or pursuant to instructions received
from Cede & Co. or held by the Registrar as custodian for the Depository
pursuant to an agreement between the Depository and the Registrar. Members of,
or participants in, the Depository ("Agent Members") shall have no rights under
this Certificate with respect to any Global Preferred Certificate held on their
behalf by the Depository or by the Registrar as the custodian of the Depository
or under such Global Preferred Certificate, and the Depository may be treated by
the Company, the Registrar and any agent of the Company or the Registrar as the
absolute owner of such Global Preferred Certificate for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Registrar or any agent of the Company or the Registrar from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices of the Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Preferred Certificate. Except as
provided in Section 13(d), owners of beneficial interests in a Global Preferred
Certificate will not be entitled to receive physical delivery of certificated
Preferred Stock.

                                      -16-
<PAGE>

         (c) (i) Two Officers shall sign the Global Preferred Certificate for
the Company, in accordance with the Company's bylaws and applicable law, by
manual or facsimile signature.

         (ii) If an Officer whose signature is on a Global Preferred Certificate
no longer holds that office at the time the Registrar countersigns the Global
Preferred Certificate, the Global Preferred Certificate shall be valid
nevertheless.

         (iii) A Global Preferred Certificate shall not be valid until an
authorized signatory of the Registrar countersigns such Global Preferred
Certificate. The signature shall be conclusive evidence that the Global
Preferred Certificate has been authenticated. Each Global Preferred Certificate
shall be dated the date of its authentication.

         (d) The Preferred Stock represented by a Global Preferred Certificate
is exchangeable for certificated Preferred Stock in definitive form of like
tenor as such Preferred Stock if (i) the Depository notifies the Company that it
is unwilling or unable to continue as depositary for the global securities and
or if at any time the Depository ceases to be a clearing agency registered under
the Exchange Act and, in each case, a successor depositary is not appointed by
the Company within 90 days after the date of such notice or (ii) the Company, in
its sole discretion at any time determines to discontinue use of the system of
book-entry transfer through DTC (or any successor depositary). Any Preferred
Stock that is exchangeable pursuant to the preceding sentence is exchangeable
for certificated Preferred Stock issuable in authorized denominations and
registered in such names as the Depository shall direct. Subject to the
foregoing and applicable law, a Global Preferred Certificate is not
exchangeable, except for a Global Preferred Certificate of the same aggregate
Liquidation Preferences to be registered in the name of the Depository or its
nominee. In addition, such certificates will bear the Restricted Share Legend
(unless the Company determine otherwise in accordance with applicable law)
subject, with respect to such Preferred Stock, to the provisions of the
Restricted Share Legend.

         SECTION 14. Registration; Transfer. (a) The Preferred Stock and the
Common Stock issuable upon conversion of the shares of Preferred Stock have not
been registered under the Securities Act and may not be resold, pledged or
otherwise transferred prior to the date when they no longer constitute
"restricted securities" for purposes of Rule 144(k) under the Securities Act
other than (i) to the Company or one of its Subsidiaries, (ii) to "qualified
institutional buyers" pursuant to and in compliance with Rule 144A under the
Securities Act ("Rule 144A"), (iii) pursuant to and in compliance with Rule 903
or 904 of Regulation S under the Securities Act ("Regulation S"), (iv) pursuant
to an exemption from the registration requirements of the Securities Act
provided by Rule 144 under the Securities Act, (v) pursuant to an effective
registration statement under the Securities Act or (vi) pursuant to another
available exemption from the registration requirements of the Securities Act, in
each case, in accordance with any applicable securities laws of any state of the
United States.

         (b) Notwithstanding any provision to the contrary herein, so long as a
Global Preferred Certificate remains Outstanding and is held by or on behalf of
the Depository, transfers of a Global Preferred Certificate, in whole or in
part, or of any beneficial interest therein, shall only be made in accordance
with this Section 14; provided, however, that beneficial interests in a Global
Preferred Certificate may be transferred to persons who take delivery thereof in
the form of a beneficial interest in the same or a different Global Preferred
Certificate in accordance with the transfer restrictions set forth in the
Restricted Shares Legend.

                                      -17-
<PAGE>

                  (i) Except for transfers or exchanges made in accordance with
         subparagraph (ii) of this Section 14(b), transfers of a Global
         Preferred Certificate shall be limited to transfers of such Global
         Preferred Certificate in whole, but not in part, to nominees of the
         Depository or to a successor of the Depository or such successor's
         nominee.

                  (ii) If an owner of a beneficial interest in a Global
         Preferred Certificate deposited with the Depository or with the
         Registrar as custodian for the Depository wishes at any time to
         transfer its interest in such Global Preferred Certificate to a person
         who is eligible to take delivery thereof in the form of a beneficial
         interest in a Global Preferred Certificate, such owner may, subject to
         the rules and procedures of the Depository, cause the exchange of such
         interest for a new beneficial interest in the applicable Global
         Preferred Certificate. Upon receipt by the Registrar at its office in
         The City of New York of (A) instructions from the holder directing the
         Registrar to transfer its interest in the applicable Global Preferred
         Certificate, such instructions to contain the name of the transferee
         and appropriate account information, (B) unless the Shelf Registration
         Statement has become effective and such shares are being transferred
         pursuant to the Shelf Registration Statement, a certificate in the form
         of Certificate of Transfer on the reverse side of the form of Preferred
         Stock certificate attached hereto as Exhibit A, given by the
         transferor, to the effect set forth therein, and (C) such other
         certifications, legal opinions and other information as the Company or
         the Registrar may reasonably require to confirm that such transfer is
         being made pursuant to an exemption from, or in a transaction not
         subject to, the registration requirements of the Securities Act, then
         the Registrar shall instruct the Depository to reduce or cause to be
         reduced such Global Preferred Certificate by the number of shares of
         the beneficial interest therein to be exchanged and to debit or cause
         to be debited from the account of the person making such transfer the
         beneficial interest in the Global Preferred Certificate that is being
         transferred, and concurrently with such reduction and debit, the
         Registrar will instruct the Depository to increase or cause to be
         increased the applicable Global Preferred Certificate by the aggregate
         number of shares being exchanged and to credit or cause to be credited
         to the account of the transferee the beneficial interest in the Global
         Preferred Certificate that is being transferred.

         (c) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Rights
Agreement relating to the Preferred Stock and shares of Common Stock issuable on
conversion of the Preferred Stock (collectively, the "Registrable Securities,"),
if Preferred Stock is issued upon the transfer, exchange or replacement of
Preferred Stock bearing the Restricted Shares Legend, or if a request is made to
remove such Restricted Shares Legend on Preferred Stock, the Preferred Stock so
issued shall bear the Restricted Shares Legend and the Restricted Shares Legend
shall not be removed unless there is delivered to the Company and the Registrar
such satisfactory evidence, which may include an opinion of counsel, as may be
reasonably required by the Company or the Registrar, that neither the legend nor
the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 or that
such shares of Preferred Stock are not "restricted securities" within the
meaning of Rule 144 under the Securities Act. Upon provision of such
satisfactory evidence, the Registrar, at the direction of the Company, shall
countersign and deliver shares of Preferred Stock that do not bear the
Restricted Shares Legend.

         (d) The Company will refuse to register any transfer of Preferred Stock
that may be issued in exchange for the Preferred Stock or any Common Stock
issuable upon conversion of the shares of Preferred Stock that is not made in
accordance with the provisions of Rule 144A or Regulation S or pursuant to a
registration statement that has been declared effective under the Securities Act
or pursuant to an available exemption from the registration requirements of the
Securities Act; provided that the provisions of this paragraph (d) shall not be
applicable to any Preferred Stock that does not bear any Restricted Shares
Legend or to any Common Stock that does not bear the Common Share Legend (as
defined below in paragraph (e)).

         (e) Common Stock issued upon a conversion of the Preferred Stock prior
to the effectiveness of a Shelf Registration Statement shall be delivered in
certificated form and shall bear the common share legend (the "Common Share
Legend") set forth in Exhibit C hereto and include on its reverse side the Form
of Certificate of Transfer for Common Stock set out in Exhibit D. If (i) shares
of Common Stock issued prior to the effectiveness of a Shelf Registration
Statement are to be registered in a name other than that of the holder of
Preferred Stock or (ii) shares of Common Stock represented by a certificate
bearing the Common Share Legend are transferred subsequently by such holder,
then, unless the Shelf Registration Statement has become effective and such
shares are being transferred pursuant to the Shelf Registration Statement, the
holder must deliver to the Registrar a certificate in substantially the form of
Exhibit D as to compliance with the restrictions on transfer applicable to such
Common Stock and the Registrar shall not be required to register any transfer of
such Common Stock not so accompanied by a properly completed certificate. Such
Common Share Legend may be removed, and new certificates representing the Common
Stock may be issued, upon the presentation of satisfactory evidence that such
Common Share Legend is no longer required as described above in paragraph (c) of
this Section 14 with respect to the Preferred Stock.

                                      -18-
<PAGE>

         SECTION 15. Amendment of Certificate of Designations. The Company may
not amend this Certificate (whether by merger, consolidation or otherwise)
without the affirmative vote or consent of the Holders of a majority of the
shares of Preferred Stock then outstanding (including votes or consents obtained
in connection with a tender offer or exchange offer for the Preferred Stock)
and, except as otherwise provided by applicable law, any past default or failure
to comply with any provision of this Certificate may not be waived without the
consent of such Holders. Notwithstanding the foregoing, however, without the
consent of each Holders affected, an amendment (whether by merger, consolidation
or otherwise) or waiver may not (with respect to any shares of the Preferred
Stock held by a non-consenting Holder): (a) alter the voting rights with respect
to the Preferred Stock or reduce the number of shares of the Preferred Stock
whose Holders must consent to an amendment, supplement or waiver, (b) reduce the
Liquidation Preference of any share of the Preferred Stock or adversely alter
the provisions with respect to the redemption of the Preferred Stock, (c) reduce
the rate of or change the time for payment of dividends on any share of the
Preferred Stock, (d) waive a default in the payment of dividends or Additional
Dividends (if any) on the Preferred Stock, (e) make any share of the Preferred
Stock payable in money other than United States dollars, (f) make any changes in
the provisions of this Certificate relating to waivers of the rights of Holders
to receive the Liquidation Preference, dividends or Additional Dividends (if
any) on the Preferred Stock, or (g) make any change in the foregoing amendment
and waiver provisions.

         Notwithstanding the foregoing, without the consent of any Holder, the
Company may (to the extent permitted by, and subject to the requirements of,
Delaware law) amend or supplement this Certificate of Designations to cure any
ambiguity, defect or inconsistency, to provide for uncertificated shares of the
Preferred Stock in addition to or in place of certificated shares of the
Preferred Stock, to make any change that would provide any additional rights or
benefits to the Holders or to make any change that the Board of Directors
determines, in good faith, is not materially adverse to Holders of the Preferred
Stock.

         SECTION 16. Paying Agent and Conversion Agent. (a) The Company shall
maintain in the Borough of Manhattan, City of New York, State of New York (i) an
office or agency where payments may be made with respect to the Preferred Stock
(the "Paying Agent") and (ii) an office or agency where Preferred Stock may be
presented for conversion (the "Conversion Agent"). The Company may appoint the
Registrar, the Paying Agent and the Conversion Agent and may appoint one or more
additional paying agents and one or more additional conversion agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent and the term "Conversion Agent" includes any additional
conversion agent. The Company may change any Paying Agent or Conversion Agent
without prior notice to any holder. The Company shall notify the Registrar of
the name and address of any Paying Agent or Conversion Agent appointed by the
Company. If the Company fails to appoint or maintain another entity as Paying
Agent or Conversion Agent, the Registrar shall act as such. The Company or any
of its affiliates may act as Paying Agent, Registrar, co-Registrar or Conversion
Agent.

         (b) Neither the Company nor the Registrar shall be required (i) to
issue, countersign or register the transfer of or exchange any Preferred Stock
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Preferred Stock under Section 5 and
ending at the close of business on the day of such mailing or (ii) to register
the transfer of or exchange any Preferred Stock so selected for redemption in
whole or in part, except the unredeemed portion of any Preferred Stock being
redeemed in part.

         (c) Payments made with respect to the Preferred Stock shall be payable
at the office or agency of the Company maintained for such purpose in the City
of New York and at any other office or agency maintained by the Company for such
purpose. Payments shall be payable by United States dollar check drawn on, or
wire transfer (provided, that appropriate wire instructions have been received
by the Registrar at least 15 days prior to the applicable date of payment) to a
U.S. dollar account maintained by the holder with, a bank located in New York
City; provided that at the option of the Company, payment of dividends may be
made by check mailed to the address of the person entitled thereto as such
address shall appear in the Preferred Stock register.

                                      -19-
<PAGE>

         (d) Any payment, redemption, conversion or exchange with respect to the
Preferred Stock due on any day that is not a Business Day need not be made on
such Business Day, but may be made on the next succeeding Business Day with the
same force and effect as if made on such due date.

         SECTION 17. General.

         (a) The headings of the Sections of this Certificate are for
convenience of reference only and shall not define, limit or affect any of the
provisions hereof.

         (b) Procedures for conversion of shares of Convertible Preferred Stock,
in accordance with Section 7 not held in certificated form will be governed by
arrangements among the depositary of the shares of Preferred Stock, its
participants and persons that may hold beneficial interests through such
participants designed to permit settlement without the physical movement of
certificates. Payments, transfers, deliveries, exchanges and other matters
relating to beneficial interests in global security certificates may be subject
to various policies and procedures adopted by the depositary from time to time.

         (c) Holders of the Preferred Stock are not entitled to any preemptive
or subscription rights in respect of any securities of the Company.

         (d) Whenever possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
hereof is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof. If a court of competent jurisdiction should determine that a
provision hereof would be valid or enforceable if a period of time were extended
or shortened or a particular percentage were increase or decreased, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.

         (e) Subject to applicable escheat laws, any monies set aside by the
Company in respect of any payment with respect to shares of the Preferred Stock,
or dividends thereon, and unclaimed at the end of two years from the date upon
which such payment is due and payable shall revert to the general funds of the
Company, after which reversion the Holders of such shares shall look only to the
general funds of the Company for the payment thereof. Any interest accrued on
funds so deposited shall be paid to the Company from time to time.

                                      -20-
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be duly executed by Robert J. Siverd, Executive Vice President
of the Company.


                            GENERAL CABLE CORPORATION


                                            By: /s/ Robert J. Siverd
                                               --------------------------------
                                                Robert J. Siverd
                                                Executive Vice President


                                      -21-
<PAGE>

                                    EXHIBIT A

                                FACE OF SECURITY

         THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE ``SECURITIES ACT''), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A
"QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT, AND

         (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,
PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER
THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY

                  (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

                  (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME
         EFFECTIVE UNDER THE SECURITIES ACT,

                  (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
         144A UNDER THE SECURITIES ACT,

                  (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
         RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR ANY OTHER
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, OR

                  (E) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S
         UNDER THE SECURITIES ACT, AND

         (3) AGREES THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT, AND

         (4) AGREES THAT UNLESS PERMITTED UNDER THE CANADIAN SECURITIES
LEGISLATION, THE SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE
SECURITY MAY NOT BE TRANSFERRED OR SOLD IN CANADA OR TO OR FOR THE BENEFIT OF A
RESIDENT OF CANADA PRIOR TO THE DATE WHICH IS 4 MONTHS AFTER THE DATE OF ISSUE
OF PREFERRED STOCK.

         PRIOR TO THE REGISTRATION OF ANY SUCH TRANSFER IN ACCORDANCE WITH THE
FOREGOING, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY
REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS AND
PROVINCIAL AND TERRITORIAL SECURITIES LAWS IN CANADA. PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE, A DULY COMPLETED AND SIGNED
CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRANSFER AGENT) MUST BE
DELIVERED TO THE TRANSFER AGENT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE
RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                                       A-1
<PAGE>

Number: __________________                             __________________ Shares

                                                       CUSIP NO.:

                                                            ISIN:


              5.75% SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
                                       OF
                            GENERAL CABLE CORPORATION

         GENERAL CABLE CORPORATION, a Delaware corporation (the "Company"),
hereby certifies that [HOLDER] (the "Holder") is the registered owner of fully
paid and non-assessable shares of preferred stock of the Company designated as
the 5.75% Series A Redeemable Convertible Preferred Stock, par value $0.01 per
share and liquidation preference $50.00 per share (the "Preferred Stock"). The
shares of Preferred Stock are transferable on the books and records of the
Registrar, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Stock represented hereby are issued and shall in all respects be
subject to the provisions of the Certificate of Designations of the Company
dated November 24, 2003, as the same may be amended from time to time in
accordance with its terms (the "Certificate of Designations"). Capitalized terms
used herein but not defined shall have the respective meanings given them in the
Certificate of Designations. The Company will provide a copy of the Certificate
of Designations 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 Preferred Stock
set forth on the reverse hereof, and to the Certificate of Designations, which
select provisions and the Certificate of Designations shall for all purposes
have the same effect as if set forth in this certificate.

         Upon receipt of this certificate, the Holder is bound by the
Certificate of Designations and is entitled to the benefits thereunder. Unless
the Registrar's valid countersignature appears hereon, the shares of Preferred
Stock evidenced hereby shall not be entitled to any benefit under the
Certificate of Designations or be valid or obligatory for any purpose.


                                       A-2
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Preferred Stock
certificate as of the date set forth below.


                            GENERAL CABLE CORPORATION


                                             By:_______________________________
                                                    Name:
                                                    Title:




                                             By:_______________________________
                                                    Name:
                                                    Title:




                                             Dated:____________________________

COUNTERSIGNED AND REGISTERED

Mellon Investor Services LLC,
    as Registrar


By:___________________________________________
           Authorized Signatory


Dated:________________________________________


                                      A-3
<PAGE>
                               REVERSE OF SECURITY

                            GENERAL CABLE CORPORATION

5.75% Series A Redeemable Convertible Preferred Stock

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

         The shares of Preferred Stock shall be redeemable as provided in the
Certificate of Designations. The shares of 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 Designations. The Company shall furnish to any
holder upon request and without charge, a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of the Company's stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                                      A-4
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
Preferred Stock evidenced hereby to:


--------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)



--------------------------------------------------------------------------------
(Insert address and zip code of assignee)


and irrevocably appoints:



--------------------------------------------------------------------------------
agent to transfer the shares of Preferred Stock evidenced hereby on the books of
the Transfer Agent and Registrar. The agent may substitute another to act for
him or her.


Date:
     ---------------------------------------------------------------------------


Signature:
          ----------------------------------------------------------------------
          (Sign exactly as your name appears on the other side of this
           Preferred Stock Certificate)


Signature Guarantee:

* Signature must be guaranteed by an "eligible guarantor institution" (i.e.,
  a bank, stockbroker, savings and loan association or credit union) meeting
  the requirements of the Registrar, which requirements include membership or
  participation in the Securities Transfer Agent Medallion Program ("STAMP")
  or such other "signature guarantee program" as may be determined by the
  Registrar in addition to, or in substitution for, STAMP, all in accordance
  with the Securities Exchange Act of 1934, as amended.

                                      A-5
<PAGE>

                              NOTICE OF CONVERSION

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

         The undersigned hereby irrevocably elects to convert (the "Conversion")
_______ shares of 5.75% Series A Redeemable Convertible Preferred Stock (the
"Preferred Stock") into shares of common stock, par value $0.01 per share
("Common Stock"), of General Cable Corporation (the "Company") according to the
conditions of the Certificate of Designations establishing the terms of the
Preferred Stock (the "Certificate of Designations"), 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, except for transfer taxes, if any. A copy of each
stock certificate representing the shares to be converted 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 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.

         Any holder, upon the exercise of its conversion rights in accordance
with the terms of the Certificate of Designations and the Preferred Stock,
agrees to be bound by the terms of the Registration Rights Agreement.

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

Date of Conversion:
                   -------------------------------------------------------------

Applicable Conversion Price:
                            ----------------------------------------------------

Number of shares of Preferred Stock to be Converted:
                                                    ----------------------------

Number of shares of Common Stock to be Issued:
                                              ----------------------------------



Signature:
          ----------------------------------------------------------------------
          (Sign exactly as your name appears on the other side of this
           Preferred Stock Certificate)


Signature Guarantee:

* Signature must be guaranteed by an "eligible guarantor institution" (i.e.,
  a bank, stockbroker, savings and loan association or credit union) meeting
  the requirements of the Registrar, which requirements include membership or
  participation in the Securities Transfer Agent Medallion Program ("STAMP")
  or such other "signature guarantee program" as may be determined by the
  Registrar in addition to, or in substitution for, STAMP, all in accordance
  with the Securities Exchange Act of 1934, as amended.

Name:
     ---------------------------------------------------------------------------

Address:**
        ------------------------------------------------------------------------

Fax No.:
        ------------------------------------------------------------------------

                                      A-6
<PAGE>

*  The Company is not required to issue shares of Common Stock to a person
   holding Preferred Stock until the original stock certificates representing
   such Preferred Stock (or evidence of loss, theft or destruction thereof)
   to be converted are received by the Company or its Registrar. 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 stock
   certificates representing such Preferred Stock to be converted.

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

                                      A-7
<PAGE>

Global Share Schedule:  (include if Security is issued as a global certificate)

                                   SCHEDULE A

                    SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY

The initial number of shares of Preferred Stock represented by this Global
Preferred Certificate shall be __________. The following exchanges of a part of
this Global Preferred Certificate have been made:

<TABLE>
<CAPTION>
                                                                           Number of shares
                           Amount of decrease      Amount of increase     represented by this
                           in number of shares    in number of shares      Global Preferred
          Date             represented by this    represented by this         Certificate           Signature of
           of               Global Preferred        Global Preferred        following such       authorized officer
        Exchange               Certificate            Certificate        decrease or increase       of Registrar
        --------               -----------            -----------        --------------------       ------------
<S>                        <C>                    <C>                    <C>                     <C>
</TABLE>






                                      A-8
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

                    (Transfers pursuant to Section 14(b)(ii)
                       of the Certificate of Designations)


Mellon Investor Services LLC
One Mellon Center
Pittsburgh, Pennsylvania  15258-0001
Attn:  Linda Fuhrer


                  Re: General Cable Corporation
                      5.75% Series A Redeemable Convertible Preferred Stock
                      (the "Preferred Stock")


         Reference is hereby made to the Certificate of Designations relating to
the Preferred Stock dated November 24, 2003, as such may be amended from time to
time (the "Certificate of Designations"). Capitalized terms used but not defined
herein shall have the respective meanings given them in the Certificate of
Designations.

         This Letter relates to _____ shares of Preferred Stock (the
"Securities") which are held in the form of a Global Preferred Certificate
(CUSIP NO. ) with the Depository in the name of [name of transferor] (the
"Transferor") to effect the transfer of the Securities.

         In connection with such request, and in respect of the Preferred Stock,
the Transferor does hereby certify that shares of the Preferred Stock are being
transferred (i) in accordance with applicable securities laws of any state of
the United States or any other jurisdiction and (ii) in accordance with their
terms:

CHECK ONE BOX BELOW:

(1) |_|  to a transferee that the Transferor reasonably believes is a qualified
         institutional buyer within the meaning of Rule 144A under the
         Securities Act purchasing for its own account or for the account of a
         qualified institutional buyer in a transaction meeting the requirements
         of Rule 144A;

(2) |_|  pursuant to an exemption from registration under the Securities Act
         provided by Rule 144 thereunder (if available); or

(3) |_|  outside the United States in a transaction complying with Regulation S
         under the Securities Act;

(4) |_|  in accordance with another exemption from the registration requirements
         of the Securities Act (based upon an opinion of counsel if the Company
         so requests); or

(5) |_|  to General Cable Corporation or one of its subsidiaries.

                                       B-1

<PAGE>

         Unless one of the boxes is checked, the Registrar will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(2) or (3) is checked, the Registrar shall be entitled to require, prior to
registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 or Regulation S under such
Act.


                                      [Name of Transferor]


                                      By: ___________________________________
                                          Name:
                                          Title:


Dated:

cc: General Cable Corporation
    4 Tesseneer Drive
    Highland Heights, Kentucky  41076-9753
    Attn:  Corporate Secretary

                                      B-2
<PAGE>

                                    EXHIBIT C

                           Form of Common Share Legend

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

         (1) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER,
             SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY
             BENEFICIAL INTEREST HEREIN, PRIOR TO THE DATE THAT IS THE LATER
             OF (X) TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF
             THE SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND THE LAST
             DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
             THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
             OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER
             THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND
             (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
             LAW, EXCEPT ONLY

             (a) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

             (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME
                 EFFECTIVE UNDER THE SECURITIES ACT,

             (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
                 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR ANY OTHER
                 AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
                 THE SECURITIES ACT, OR

             (d) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER
                 THE SECURITIES ACT, AND

         (2) AGREES THAT UNLESS PERMITTED UNDER THE CANADIAN SECURITIES
             LEGISLATION, THESE SECURITIES MAY NOT BE TRANSFERRED OR SOLD IN
             CANADA OR TO OR FOR THE BENEFIT OF A RESIDENT OF CANADA PRIOR TO
             THE DATE WHICH IS 4 MONTHS AFTER THE DATE OF ORIGINAL ISSUE OF
             SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK.

PRIOR TO THE REGISTRATION OF ANY SUCH TRANSFER IN ACCORDANCE WITH THE FOREGOING,
THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
COMPLIANCE WITH APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS AND PROVINCIAL
AND TERRITORIAL SECURITIES LAWS IN CANADA."

                                       C-1
<PAGE>

                                    EXHIBIT D

                         FORM OF CERTIFICATE OF TRANSFER
                                FOR COMMON STOCK

(Transfers pursuant to Section 14(e) of the Certificate of Designations)

Mellon Investor Services LLC
One Mellon Center
Pittsburgh, Pennsylvania  15258-0001
Attn: Linda Fuhrer



                  Re: General Cable Corporation
                      5.75% Series A Redeemable Convertible Preferred Stock
                      (the "Preferred Stock")


         Reference is hereby made to the Certificate of Designations relating to
the Preferred Stock dated November 24, 2003, as such may be amended from time to
time (the "Certificate of Designations"). Capitalized terms used but not defined
herein shall have the respective meanings given them in the Certificate of
Designations.

         This letter relates to ____ shares of Common Stock represented by the
accompanying certificate(s) that were issued upon conversion of the Preferred
Stock and which are held in the name of [name of transferor] (the "Transferor")
to effect the transfer of such Common Stock.

         In connection with such request and in respect of the shares of Common
Stock, the Transferor does hereby certify that the shares of Common Stock are
being transferred (i) in accordance with applicable securities laws of any state
of the United States or any other jurisdiction and (ii) in accordance with their
terms:

CHECK ONE BOX BELOW

(1) |_|  pursuant to an exemption from registration under the Securities Act
         provided by Rule 144 thereunder (if available);

(2) |_|  outside the United States in a transaction complying with Regulation S
         under the Securities Act; or

(3) |_|  in accordance with another exemption from the registration requirements
         of the Securities Act (based upon an opinion of counsel if the Company
         so requests).

                                      D-1
<PAGE>

         Unless one of the boxes is checked, the Registrar will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(1) or (2) is checked, the Registrar shall be entitled to require, prior to
registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 or Regulation S under such
Act.


                                      [Name of Transferor]


                                      By: ___________________________________
                                          Name:
                                          Title:


Dated:

cc: General Cable Corporation
    4 Tesseneer Drive
    Highland Heights, Kentucky  41076-9753
    Attn:  Corporate Secretary

                                      D-2
<PAGE>

                                    EXHIBIT E

                     FORM OF NOTICE OF ELECTION OF PURCHASE
                            UPON A CHANGE OF CONTROL

TO: GENERAL CABLE CORPORATION

         The undersigned hereby irrevocably acknowledges receipt of a notice
from General Cable Corporation (the "Company") as to the occurrence of a Change
of Control with respect to the Company and requests and instructs the Company to
purchase _____ shares of 5.75% Series A Redeemable Convertible Preferred Stock
(the "Preferred Stock") according to the conditions of the Certificate of
Designations establishing the terms of the Preferred Stock (the "Certificate of
Designations"), as of the date written below.

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

Date:___________________________________________________________________________

Social Security Number or Other Tax Identification Number:______________________

Aggregate Liquidation Preference to be purchased (if less than all): ___________


Signature:______________________________________________________________________

(The above signatures of the holder(s) hereof must correspond with the name as
written upon the face of the Security in every particular without alteration or
enlargement or any change whatever)


Signature Guarantee:

* Signature must be guaranteed by an "eligible guarantor institution" (i.e.,
  a bank, stockbroker, savings and loan association or credit union) meeting
  the requirements of the Registrar, which requirements include membership or
  participation in the Securities Transfer Agent Medallion Program ("STAMP")
  or such other "signature guarantee program" as may be determined by the
  Registrar in addition to, or in substitution for, STAMP, all in accordance
  with the Securities Exchange Act of 1934, as amended.

Name:___________________________________________________________________________

Address:**______________________________________________________________________

Fax No.:________________________________________________________________________

** Address where payments or certificates shall be sent by the Company.


                                      E-1