Amended and Restated
               Certificate of Incorporation of
             Freeport-McMoRan Copper & Gold Inc.


     Freeport-McMoRan Copper & Gold Inc. (the
"Corporation"), a corporation organized and existing under
the laws of the State of Delaware, does hereby certify as
follows:

1.   The Corporation was originally incorporated under the
     name "Freeport-McMoRan Mineral Holdings Inc."  The
     Corporation's original Certificate of Incorporation was
     filed with the Delaware Secretary of State on November 10,
     1987.

2.   Pursuant to Section 242 of the Delaware General
     Corporation Law (the "DGCL"), the amendments to the
     Corporation's Certificate of Incorporation contained herein
     have been duly adopted and declared advisable by resolution
     of the Board of Directors of the Corporation and have been
     approved by the affirmative vote of the holders of a
     majority of the outstanding Class A Common Stock of the
     Corporation, par value $0.10 per share (the "Class A Common
     Stock"), and the holders of a majority of the outstanding
     Class B Common Stock of the Corporation, par value $0.10 per
     share (the "Class B Common Stock), voting as separate
     classes, at the Corporation's annual meeting of stockholders
     held on May 2, 2002.

3.   Pursuant to Section 245 of the DGCL, this Amended and
     Restated Certificate of Incorporation was duly adopted by
     the Board of Directors of the Corporation and (a) restates
     in their entirety the provisions of the Corporation's
     Certificate of Incorporation; (b) amends the Corporation's
     Certificate of Incorporation by adding those provisions
     approved by the holders of the outstanding Class A Common
     Stock and Class B Common Stock pursuant to Section 242 of
     the DGCL; and (c) provides for the deletion of provisions
     intentionally omitted in reliance upon Section 245(c) of the
     DGCL.

4.   The Amended and Restated Certificate of Incorporation
     shall read as follows:

     FIRST:  The name of the corporation is Freeport-McMoRan
Copper & Gold Inc.

     SECOND:  The address of the registered office of the
corporation in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle, and the
name of its registered agent at such address is The
Corporation Trust Company.

     THIRD:  The nature of the business or purposes to be
conducted or promoted are:

     (a)  To enter into, maintain, operate and carry on the
business of mining in all its branches in the United States
of America and in any other part of the world, and to
quarry, mine, pump, extract, remove and otherwise produce,
and to grind, treat, concentrate, smelt, refine, dress and
otherwise prepare, produce, buy, sell and in every way deal
in and with minerals, ores, concentrates and other mineral
and chemical substances of all kinds, metallic and
nonmetallic, including, but without in any way limiting the
generality of the foregoing, antimony, barite, chromium,
coal, cobalt, copper, gas, gold, iron, lead, molybdenum,
nickel, oil, potash, salt, silica, sand, silver, sulphur,
tantalum, tin, titanium, tungsten, uranium, zinc, and ores
and concentrates thereof.

     (b)  To purchase, locate, denounce or otherwise
acquire, take, hold and own, and to assign, transfer, lease,
exchange, mortgage, pledge, sell or otherwise dispose of and
in any manner deal with and contract with reference to,
mines, wells, mining claims, mining rights, mineral lands,
mineral leases, mineral rights, royalty rights, water
rights, timber lands, timber and timber rights, and real and
personal property of every kind, and any interest therein,
in the United States of America or in any other country, to
prospect, explore, work, exercise, develop, manage, operate
and turn the same to account, and to engage in mining,
geological, economic, feasibility, development, and other
studies in the United States of America or in any other
country.

     (c)  To make, manufacture, treat, process, produce,
buy, sell and in every way deal in and with minerals, ores,
concentrates and chemicals of every description, organic or
inorganic, natural or synthetic, in the form of raw
materials, intermediate or finished products and any other
related products and substances whatsoever related thereto
or of a like or similar nature or which may enter into the
manufacture of any of the foregoing or be used in connection
therewith, and derivatives and by-products derived from the
manufacture thereof and products to be made therefrom and
generally without limitation by reference of the foregoing,
all other products and substances of every kind, character
and description.

     (d)  To engage in any lawful act or activity, whether
or not related to the foregoing, for which corporations may
be organized under the General Corporation Law of Delaware.

     FOURTH:  (a)  Authorized Stock.  The total number of
shares of capital stock that the corporation shall have
authority to issue is 473,600,000 shares, consisting of
50,000,000 shares of Preferred Stock, par value $0.10 per
share, and 423,600,000 shares of Class B Common Stock, par
value $0.10 per share.  Of the authorized number of shares
of Preferred Stock, 700,000 of such shares shall be a series
of Preferred Stock designated as "Step-Up Convertible
Preferred Stock"; 300,000 of such shares shall be a series
of Preferred Stock designated as "Gold-Denominated Preferred
Stock"; 215,279 of such shares shall be a series of
Preferred Stock designated as "Gold-Denominated Preferred
Stock, Series II"; 119,000 of such shares shall be a series
of Preferred Stock designated as "Silver-Denominated
Preferred Stock" (the Step-Up Convertible Preferred Stock,
the Gold-Denominated Preferred Stock, the Gold-Denominated
Preferred Stock, Series II, and the Silver-Denominated
Preferred Stock together referred to herein as the "Existing
Preferred Stock"); and 2,500,000 of such shares shall be a
series of Preferred Stock designated as "Series A
Participating Cumulative Preferred Stock."

     (b)  Class B Common Stock.  The powers, preferences,
rights, qualifications, limitations and restrictions of the
shares of Class B Common Stock shall be as follows:

          (1)  Cash or Property Dividends.  Subject to the
     rights and preferences of the Preferred Stock as set
     forth in any resolution or resolutions of the Board of
     Directors providing for the issuance of such stock
     pursuant to Section (c) of this Article FOURTH, and
     except as otherwise provided for herein, the holders of
     Class B Common Stock are entitled to receive dividends
     out of assets legally available therefor at such times
     and in such per share amounts as the Board of Directors
     may from time to time determine.

          (2)  Voting.  (A)  With respect to the election of
     directors, holders of Class B Common Stock and holders
     of Voting Preferred Stock (as defined below), shall
     vote together for the election of members of the Board
     of Directors.  Each share of Class B Common Stock and
     each share of Voting Preferred Stock shall have one
     vote in the election of directors.  The "Voting
     Preferred Stock" means (i) each series of the Existing
     Preferred Stock, in each case so long as such series
     remains outstanding and (ii) any other series of
     Preferred Stock upon which the right to vote for
     directors pursuant to this Section (b)(2) has been
     conferred in accordance with Section (c)(6) of this
     Article FOURTH.

               (B)  Any director may be removed, with cause,
     by a vote of the holders of Class B Common Stock and
     the holders of Voting Preferred Stock, voting together.

          (3)  Vacancies; Increases or Decreases in Size of
     the Board of Directors.  Any vacancy in the office of a
     director created by the death, resignation or removal
     of a director may be filled by a vote of holders of
     Class B Common Stock and holders of Voting Preferred
     Stock, voting together.  Notwithstanding anything in
     this Section (b)(3) to the contrary, any vacancy in the
     office of a director may also be filled by the vote of
     the majority of the remaining directors, regardless of
     any quorum requirements set out in the by-laws.  Any
     director elected to fill a vacancy shall hold office
     for the remainder of the full term of the director
     whose vacancy is being filled and until such director's
     successor shall have been elected and qualified unless
     removed and replaced pursuant to Section (b)(2)(B) of
     this Article FOURTH and this Section (b)(3).  The Board
     of Directors may increase the number of directors and
     any newly-created directorship so created may be filled
     by the Board of Directors.  Any director elected (or
     appointed) in accordance with the preceding sentence
     shall hold office for the remainder of the full term of
     the class of directors in which the new directorship
     was created and until such director's successor shall
     have been elected and qualified unless removed and
     replaced pursuant to Section (b)(2)(B) of this Article
     FOURTH and this Section (b)(3).  No decrease in the
     number of directors constituting the Board of Directors
     shall shorten the term of any incumbent director.  If
     the number of directors is changed, any increase or
     decrease shall be apportioned among the classes of
     directors established pursuant to Article FIFTH so as
     to maintain the number of directors in each class as
     nearly equal as possible.

     (c)  Preferred Stock.  The Preferred Stock may be
divided into and issued in series.  The Board of Directors
is hereby expressly authorized, at any time or from time to
time, to divide any or all of the shares of the Preferred
Stock into series, and in the resolution or resolutions
establishing a particular series, before issuance of any of
the shares thereof, to fix and determine the powers,
designations, preferences and relative, participating,
optional or other rights, and any qualifications,
limitations or restrictions, of the series so established,
to the fullest extent now or hereafter permitted by the laws
of the State of Delaware, including, but not limited to, the
variations between the different series in the following
respects:

          (1)  The distinctive serial designation of such
     series;

          (2)  The annual dividend rate for such series, and
     the date or dates from which dividends shall commence
     to accrue;

          (3)  The redemption price or prices, if any, for
     shares of such series and the terms and conditions on
     which such shares may be redeemed;

          (4)  The sinking fund provisions, if any, for the
     redemption or purchase of shares of such series;

          (5)  The preferential amount or amounts payable
     upon shares of such series in the event of the
     voluntary or involuntary liquidation of the
     corporation;

          (6)  The voting rights of shares of such series;

          (7)  The terms and conditions, if any, upon which
     shares of such series may be converted and the class or
     classes or series of shares of the corporation into
     which such shares may be converted; and

          (8)  Such other terms, limitations and relative
     rights and preferences, if any, of shares of such
     series as the Board of Directors may, at the time of
     such resolutions, lawfully fix and determine under the
     laws of the State of Delaware.

     All shares of the Preferred Stock shall be of equal
     rank with each other, regardless of series.

     The number, voting powers, designations, preferences,
     rights, qualifications, limitations and restrictions of
     the Step-Up Convertible Preferred Stock shall be as set
     forth in Exhibit A attached hereto.

     The number, voting powers, designations, preferences,
     rights, qualifications, limitations and restrictions of
     the Gold-Denominated Preferred Stock shall be as set
     forth in Exhibit B attached hereto.

     The number, voting powers, designations, preferences,
     rights, qualifications, limitations and restrictions of
     the Gold-Denominated Preferred Stock, Series II shall
     be as set forth in Exhibit C attached hereto.

     The number, voting powers, designations, preferences,
     rights, qualifications, limitations and restrictions of
     the Silver-Denominated Preferred Stock shall be as set
     forth in Exhibit D attached hereto.

     The number, voting powers, designations, preferences,
     rights, qualifications, limitations and restrictions of
     the Series A Participating Cumulative Preferred Stock
     shall be as set forth in Exhibit E attached hereto.

     (d)  General.

     (1)  Except as otherwise required by law and except for
such voting powers with respect to the election of directors
as are provided for herein for the Existing Preferred Stock
or as may be stated in the resolution or resolutions of the
Board of Directors providing for the issue of any series of
Preferred Stock, the holders of any such series of Preferred
Stock shall have no voting power whatsoever.  Subject to
such restrictions as may be stated in the resolution or
resolutions of the Board of Directors providing for the
issue of any series of Preferred Stock, any amendment to
this Amended and Restated Certificate of Incorporation which
shall increase or decrease the authorized stock of any class
or classes may be adopted by the affirmative vote of the
holders of a majority of the outstanding shares of Class B
Common Stock of the corporation irrespective of the
provisions of Section 242(b)(2) of Delaware General
Corporation Law.

     (2)  No holder of stock of any series or class of stock
of the corporation shall as such holder have under this
Amended and Restated Certificate of Incorporation any
preemptive or preferential right of subscription to any
stock of any series or class of stock of the corporation or
to any obligations convertible into stock of the
corporation, issued or sold, or to any right of subscription
to, or to any warrant or option for the purchase of any
thereof.

     (3)  Except as otherwise stated in this Amended and
Restated Certificate of Incorporation, the corporation may
from time to time issue and dispose of any of the authorized
and unissued shares of Class B Common Stock or Preferred
Stock for such consideration, not less than its par value,
as may be fixed from time to time by the Board of Directors,
without action by the stockholders.  The Board of Directors
may provide for payment therefor to be received by the
corporation in cash, property or services rendered.  Any and
all such shares of Class B Common Stock or Preferred Stock
the issuance of which has been so authorized, and for which
consideration so fixed by the Board of Directors has been
paid or delivered, shall be deemed fully paid stock and
shall not be liable to any further call or assessment
thereon.

     FIFTH:  (a)    Subject to such rights to elect
additional directors under specified circumstances as may be
granted to holders of any shares of the Preferred Stock
pursuant to the provisions of Article FOURTH, the number of
directors of the corporation shall be fixed from time to
time by the Board of Directors but shall not be less than
five.  The directors, other than those who may be elected
solely by the holders of any class or series of Preferred
Stock, if any, shall be classified, with respect to the time
for which they severally hold office, into three classes, as
nearly equal in number as possible, as determined by the
Board of Directors, one class ("Class I") to hold office for
a term expiring at the 2005 annual meeting of stockholders,
another class ("Class II") to hold office for a term
expiring at the 2003 annual meeting of stockholders, and
another class ("Class III") to hold office for a term
expiring at the 2004 annual meeting of stockholders, with
the members of each class to hold office until their
successors are elected and qualified.  Directors shall be
divided as evenly as possible, as determined by the Board of
Directors, among Class I, Class II and Class III. At each
annual meeting of stockholders, the successors of the class
of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the
year of their election.

     (b)  Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote
or no vote, the affirmative vote of the holders of 66 2/3%
or more of the outstanding shares of Class B Common Stock
shall be required to amend, alter, change or repeal this
Article FIFTH.

     SIXTH:  In furtherance and not in limitation of the
powers conferred by law, (a) the Board of Directors is
expressly authorized to adopt, amend or repeal the by-laws
of the corporation in any manner not inconsistent with the
laws of the State of Delaware or the Amended and Restated
Certificate of Incorporation of the corporation, subject to
the power of the stockholders to adopt, amend or repeal the
by-laws or to limit or restrict the power of the Board of
Directors to adopt, amend or repeal the by-laws, and (b) the
corporation may in its by-laws confer powers and authorities
upon its Board of Directors in addition to those conferred
upon it by statute.

     SEVENTH:  The affirmative vote of the holders of not
less than 66 2/3% of the outstanding shares of Class B
Common Stock shall be required for the approval or
authorization of any Business Combination; provided,
however, that the 66 2/3% voting requirement shall not be
applicable if

     (a)  the Board of Directors of the corporation by
affirmative vote which shall include not less than a
majority of the entire number of Continuing Directors (1)
has approved in advance the acquisition of those outstanding
shares of Class B Common Stock which caused the Interested
Party to become an Interested Party or (2) has approved the
Business Combination;

     (b)  the Business Combination is solely between the
corporation and one or more other corporations all of the
common stock of each of which other corporations is owned
directly or indirectly by the corporation or between two or
more of such other corporations; or

     (c)  the Business Combination is a merger or
consolidation and the cash and/or fair market value of the
property, securities or other consideration to be received
per share by holders of Class B Common Stock in the Business
Combination is at least equal to the highest price per share
(after giving effect to appropriate adjustments for any
recapitalizations and for any stock splits, stock dividends
and like distributions) paid by the Interested Party in
acquiring any shares of Class B Common Stock on the date
when last acquired or during a period of two years prior
thereto.

     (d)  For purposes of this Article SEVENTH:

          (1)  The terms "affiliate" and "associate" shall
     have the respective meanings assigned to those terms in
     Rule 12b-2 under the Securities Exchange Act of 1934,
     as such Rule was in effect on the Initial Filing Date.

          (2)  A person shall be deemed to be a "beneficial
     owner" of any Class B Common Stock

               (A)  which such person or any of its
          affiliates or associates beneficially owns,
          directly or indirectly; or

               (B)  which such person or any of its
          affiliate or associates has the right to acquire
          (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any
          agreement, arrangement or understanding or upon
          the exercise of conversion rights, exchange
          rights, warrants or options, or otherwise, or has
          the right to vote pursuant to any agreement,
          arrangement or understanding; or

               (C)  which are beneficially owned, directly
          or indirectly, by any other person with which such
          person or any of its affiliates or associates has
          any agreement, arrangement or understanding for
          the purpose of acquiring, holding, voting or
          disposing of any shares of Class B Common Stock.

          (3)  The term "Business Combination" shall mean
     (A) any merger or consolidation of the corporation or a
     subsidiary of the corporation with or into an
     Interested Party, (B) any merger or consolidation of an
     Interested Party with or into the corporation or a
     subsidiary, (C) any sale, lease, exchange, mortgage,
     pledge, transfer or other disposition (in one
     transaction or a series of transactions) of all or any
     Substantial Part of the assets either of the
     corporation (including without limitation any voting
     securities of a subsidiary) or of a subsidiary, in
     which an Interested Party is involved, (D) the adoption
     of any plan or proposal for the liquidation or
     dissolution of the corporation proposed by or on behalf
     of any Interested Party, (E) the issuance or transfer
     (in one transaction or a series of transactions) by the
     corporation or a subsidiary of the corporation to an
     Interested Party of any securities of the corporation
     or such subsidiary, which securities have a fair market
     value of $10,000,000 or more, or (F) any
     recapitalization, reclassification, merger or
     consolidation involving the corporation or a subsidiary
     of the corporation that would have the effect of
     increasing, directly or indirectly, the Interested
     Party's voting power in the corporation or such
     subsidiary.

          (4)  The term "Interested Party" shall mean and
     include (A) any individual, corporation, partnership,
     trust or other person or entity which, together with
     its affiliates and associates, is (or with respect to a
     Business Combination was within two years prior
     thereto) a beneficial owner of shares aggregating 20%
     or more of the outstanding Class B Common Stock or any
     class thereof, and (B) any affiliate or associate of
     any such individual, corporation, partnership, trust or
     other person or entity.  For the purposes of
     determining whether a person is an Interested Party the
     number of shares deemed to be outstanding shall include
     shares deemed beneficially owned through application of
     subclause (B) of the foregoing clause (2) but shall not
     include any other shares of Class B Common Stock which
     may be issuable pursuant to any agreement, arrangement
     or understanding, or upon exercise of conversion
     rights, warrants or options, or otherwise.

          (5)  The term "Substantial Part" shall mean more
     than 10% of the fair market value of the total assets
     of the particular corporation.

          (6)  The term "Continuing Director" shall mean a
     director who is not an affiliate of an Interested Party
     and who was a member of the Board of Directors of the
     corporation immediately prior to the time that the
     Interested Party involved in a Business Combination
     became an Interested Party, and any successor to a
     Continuing Director who is not such an affiliate and
     who is nominated to succeed a Continuing Director by a
     majority of the Continuing Directors in office at the
     time of such nomination.

          (7)  For the purposes of Section (c) of this
     Article SEVENTH, the term "other consideration to be
     received" shall include without limitation Class B
     Common Stock retained by its existing public
     stockholders in the event of a Business Combination in
     which the corporation is the surviving corporation.

     (e)  The provisions of this Article SEVENTH shall be
construed liberally to the end that the consideration paid
to holders whose Class B Common Stock is acquired by an
Interested Party in connection with a Business Combination
to which Section (c) of this Article SEVENTH is applicable
shall be not less favorable than that paid to holders of
such Common Stock prior to such Business Combination.
Nothing contained in this Article SEVENTH shall be construed
to relieve any Interested Party from any fiduciary duties or
obligations imposed by law, nor shall anything herein be
deemed to supersede any vote of holders of any series or
class of stock other than Class B Common Stock that shall be
required by law, by or pursuant to this Amended and Restated
Certificate of Incorporation or by the by-laws of the
corporation.

     (f)  Notwithstanding any other provisions of this
Amended and Restated Certificate of Incorporation or the by-
laws of the corporation and notwithstanding the fact that a
lesser percentage may be specified by law, this Amended and
Restated Certificate of Incorporation or the by-laws of the
corporation, the affirmative vote of the holders of 66 2/3%
or more of the shares of the outstanding Class B Common
Stock shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article SEVENTH.

     EIGHTH:   (a)  A director of this corporation shall
not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of the law, (3) under Section 174 of the Delaware
General Corporation Law, or (4) for any transaction from
which the director derived an improper personal benefit.

     (b)  The corporation shall indemnify any person who is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, to the fullest extent permitted by
applicable law.  The determination as to whether such person
has met the standard required for indemnification shall be
made in accordance with applicable law.

     Expenses incurred by such a director, officer, employee
or agent in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this Article EIGHTH.

     (c)  The provisions of this Article EIGHTH shall be
deemed to be a contract between the corporation and each
person who serves as such director, officer, employee or
agent of the corporation in any such capacity at any time
while this Article EIGHTH is in effect.  No repeal or
modification of the foregoing provisions of this Article
EIGHTH nor, to the fullest extent permitted by law, any
modification of law shall adversely affect any right or
protection of a director, officer, employee or agent of the
corporation existing at the time of such repeal or
modification.

     The foregoing indemnification shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any applicable law, by-
law, agreement, vote of stockholders or disinterested
directors or otherwise.

     NINTH:  The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Amended and Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted
subject to this reservation.

               ______________________________


     Effective at 5:00 p.m. Eastern Time on the date of the
filing of this Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State (the
"Effective Time"), each issued and outstanding share of the
Class A Common Stock (including treasury shares) shall
automatically be changed, reclassified, converted and
thereafter constitute one share of the Class B Common Stock
without any action on the part of the holder thereof.  Upon
the Effective Time, any certificates that, immediately prior
to the Effective Time, represented shares of the Class A
Common Stock, shall represent shares of the Class B Common
Stock.

     Also upon the Effective Time, pursuant to Section 7(e)
of the Certificate of Designations of Step-Up Convertible
Preferred Stock of the corporation as in effect immediately
prior to the Effective Time, each holder of an issued and
outstanding share of Step-Up Convertible Preferred Stock
shall have the right thereafter to convert such share into a
number of shares of the Class B Common Stock equal to the
number of shares of the Class A Common Stock into which such
shares of Step-Up Convertible Preferred Stock might have
been converted immediately prior to the Effective Time.
Accordingly, the Certificate of Designations of Step-Up
Convertible Preferred Stock has been revised to replace all
references to Class A Common Stock with Class B Common
Stock.

     IN WITNESS WHEREOF, the Corporation has caused this
Amended and Restated Certificate of Incorporation to be
executed in its corporate name by its duly authorized
President and Chief Financial Officer on this ___ day of
May, 2002.


                         Freeport-McMoRan Copper & Gold Inc.




     By:_____________________________________
            Richard C. Adkerson
       President and Chief Financial Officer




                                                        EXHIBIT A



                   CERTIFICATE OF DESIGNATIONS

                               OF

               STEP-UP CONVERTIBLE PREFERRED STOCK
                   (Par Value $0.10 Per Share)

                               OF

               FREEPORT-McMoRan COPPER & GOLD INC.


     The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
corporation's Step-Up Convertible Preferred Stock are as set
forth below:

     1.   Designation. (a) 700,000 shares of Preferred Stock of
the corporation are hereby constituted as a series of Preferred
Stock designated as "Step-Up Convertible Preferred Stock"
(hereinafter called "this Series"). Each share of this Series
shall be identical in all respects with the other shares of this
Series except as to the dates from and after which dividends
thereon shall be cumulative. The Board of Directors is authorized
to increase or decrease (but not below the number of shares of
this Series then outstanding) the number of shares of this
Series.

          (b)  Shares of this Series which have been converted
into Class B Common Stock of the corporation, redeemed for cash,
Class B Common Stock or a combination thereof, as hereinafter
provided, or purchased by the corporation shall be canceled, and
shall revert to authorized but unissued shares of Preferred Stock
undesignated as to series, and may be reissued as a part of this
Series or may be reclassified and reissued as part of a new or
existing series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, all subject to the
conditions or restrictions on issuance set forth in any
resolution or resolutions adopted by the Board of Directors
providing for the issue of such series of Preferred Stock.

     2.   Dividends. (a) The holders of shares of this Series
shall be entitled to receive, but only out of funds legally
available therefor, cash dividends as hereinafter provided. Such
dividends shall be paid when, as and if declared by the Board of
Directors on the first day of February, May, August and November
in each year (each such date being referred to herein as a
"Dividend Payment Date") to holders of record on the record date
determined by the Board of Directors in advance of the payment of
each particular dividend. Such dividends shall be cumulative from
the date of original issuance of the shares of this Series.

          (b)  So long as any shares of this Series shall be
outstanding, the corporation shall not, unless full cumulative
dividends for all past dividend periods shall have been paid or
declared and set apart for payment upon all outstanding shares of
this Series and the shares of any other class or series of
Preferred Stock (including the Gold-Denominated Preferred Stock,
the Gold-Denominated Preferred Stock, Series II, the
Silver-Denominated Preferred Stock and the 7 % Convertible
Exchangeable Preferred Stock) and any other class or series of
stock of the corporation ranking, as to dividends, on a parity
with shares of this Series (the shares of any other class or
series of Preferred Stock and any other class or series of stock
of the corporation ranking, as to dividends, on a parity with
shares of this Series being herein referred to as "Parity
Dividend Stock"), (i) declare, pay or set apart any amounts for
dividends on, or make any other distribution in cash or other
property in respect of Class B Common Stock of the corporation or
any other stock of the corporation ranking junior to this Series
as to dividends or distribution of assets upon liquidation,
dissolution or winding up of the affairs of the corporation (the
Class B Common Stock and any such other stock being herein
referred to as "Junior Stock"), other than a dividend payable
solely in Junior Stock, (ii) purchase, redeem or otherwise
acquire for value any shares of Junior Stock, directly or
indirectly, other than as a result of a reclassification,
exchange or conversion of one Junior Stock for or into another
Junior Stock, or other than through the use of proceeds of a
substantially contemporaneous sale of other Junior Stock, or
(iii) make any payment on account of, or set aside money for, a
sinking or other like fund for the purchase, redemption or other
acquisition for value of any shares of Junior Stock. For purposes
of this Section 2, if any depositary shares have been issued with
respect to any series of stock, actions with respect to such
depositary shares, including acquisition of and payments on or
with respect to such depositary shares, shall be regarded as
actions with respect to such series of stock.

          (c)  If the funds available for the payment of
dividends are insufficient to pay in full the dividends payable
on all outstanding shares of this Series and shares of Parity
Dividend Stock, the total available funds to be paid in partial
dividends on the shares of this Series and shares of Parity
Dividend Stock shall be divided among this Series and the Parity
Dividend Stock in proportion to the aggregate amounts of
dividends accrued and unpaid with respect to this Series and the
Parity Dividend Stock. Accruals of dividends shall not bear
interest.

     3.   Dividend Rate. The Dividend Rate on the shares of this
Series for the period from the date of original issue thereof to
and including August 1, 1996, shall be $25.00 per annum per share
and for each Dividend Period thereafter shall be $35.00 per annum
per share. The term "Dividend Period", as used herein, means,
with respect to any Dividend Payment Date, the period commencing
on the day following the immediately preceding Dividend Payment
Date to and including such Dividend Payment Date.

     4.   Redemption. (a) The shares of this Series shall not be
redeemable prior to August 1, 1996. On and after that date, the
corporation may, at its option, redeem the shares of this Series,
in whole or in part, at any time or from time to time, as set
forth herein, subject to the provisions described below.

          (b)  (i) The shares of this Series may be redeemed for
     Class B Common Stock, at the option of the corporation, at
     any time on or after August 1, 1996 and prior to August 1,
     1999 only if, for 20 Trading Days within any period of 30
     consecutive Trading Days, including the last Trading Day of
     such period, the Current Market Price of the Class B Common
     Stock on each of such 20 Trading Days exceeds 125 % of the
     Conversion Price in effect on such Trading Day. In order to
     exercise this redemption option, the corporation must issue
     a press release announcing the redemption (the "Press
     Release") prior to the opening of business on the third
     Trading Day after the condition in the preceding sentence
     has been met but in no event prior to August 1, 1996. The
     Press Release shall announce the redemption and set forth
     the number of shares of this Series which the corporation
     intends to redeem. The corporation may redeem shares of this
     Series pursuant to this Section subsection (b) only if the
     Class B Common Stock is listed or admitted to trading on a
     national or regional securities exchange in the United
     States or reported by the National Association of Securities
     Dealers Automated Quotation System ("NASDAQ").

               (ii) Upon redemption of shares of this Series by
     the corporation in accordance with Section 4(b)(i) hereof on
     the date specified in the notice to holders required under
     Section 4(b)(iii) hereof (the "Redemption Date"), each share
     of this Series so redeemed shall be redeemed for a number of
     shares of Class B Common Stock equal to $500.00 divided by
     the Conversion Price as of the opening of business on the
     Redemption Date. The Redemption Date shall be selected by
     the corporation, shall be specified in the notice of
     redemption and shall be not less than 15 days or more than
     60 days after the date on which the corporation issues the
     Press Release.

               Upon any redemption of this Series for Common
     Stock pursuant to this subsection (b), the corporation shall
     pay any accrued and unpaid dividends for any Dividend Period
     ending on or prior to the Redemption Date. If a Redemption
     Date falls after a dividend payment record date and prior to
     the corresponding Dividend Payment Date, then each holder of
     shares of this Series at the close of business on such
     divided payment record date shall be entitled to the
     dividend payable on such shares on the corresponding
     Dividend Payment Date notwithstanding the redemption of such
     shares before such Dividend Payment Date. In the case of any
     Redemption Date occurring prior to the record date for the
     November 1, 1996 Dividend Payment Date, the holders of the
     shares of this Series to be redeemed on such Redemption Date
     shall be entitled to any accrued and unpaid dividends
     through August 1, 1996 but not thereafter. Except as
     provided above, the corporation shall make no payment or
     allowance for unpaid dividends, whether or not in arrears,
     on shares of this Series called for redemption under this
     subsection (b) for Class B Common Stock or on the shares of
     Class B Common Stock issued upon such redemption.

               (iii)     If the corporation elects to redeem
     shares of this Series pursuant to Section 4(b)(i) hereof,
     notice of such redemption shall be given not more than four
     Business Days after the date on which the corporation issues
     the Press Release, to each holder of record of the shares to
     be redeemed. Such notice shall be provided by first class
     mail, postage prepaid, at such holder's address as the same
     appears on the stock records of the corporation, and shall
     state, as appropriate: (1) the Redemption Date; (2) the
     number of shares of this Series (expressed in one-twentieths
     of a share of this Series) to be redeemed and, if fewer than
     all the shares held by such holder are to be redeemed, the
     number of such shares (expressed in one-twentieths of a
     share of this Series) to be redeemed from such holder; (3)
     the number of shares of Class B Common Stock to be issued
     with respect to each one-twentieth of a share of this
     Series; (4) the place or places at which certificates for
     such shares are to be surrendered for certificates
     representing shares of Class B Common Stock; and (5) the
     date on which dividends on the shares to be redeemed shall
     cease to accrue as provided herein. Failure to mail such
     notice, or any defect therein or in the mailing thereof, to
     any particular holder shall not affect the validity of the
     proceeding for the redemption of any shares so to be
     redeemed from any other holder.

               At the close of business on the Redemption Date,
     each holder of shares of this Series to be redeemed (unless
     the corporation defaults in the delivery of the shares of
     Class B Common Stock or cash payable on such Redemption
     Date) shall be deemed to be the record holder of the number
     of shares of Class B Common Stock into which such shares of
     this Series are to be redeemed, regardless of whether such
     holder has surrendered the certificates representing such
     holder's shares of this Series that have been redeemed. As
     promptly as practicable after the surrender in accordance
     with said notice of the certificates for any such shares so
     redeemed (properly endorsed or assigned for transfer, if the
     corporation shall so require and the notice shall so state),
     such shares shall be exchanged for certificates of shares of
     Class B Common Stock and any cash (without interest thereon)
     for which such shares have been redeemed.

          (c)  (i) At any time on or after August 1, 1999, the
     shares of this Series may be redeemed, in whole or in part,
     at the option of the corporation at a redemption price of
     $500.00 per share, plus an amount equal to all accrued and
     unpaid dividends to and including the date fixed for
     redemption. The corporation may, except as provided below,
     pay the redemption price in cash, Class B Common Stock or
     any combination thereof; provided that the corporation may
     elect to pay the redemption price in whole or in part in
     Class B Common Stock only if the Class B Common Stock is
     listed or admitted to trading on a national or regional
     securities exchange in the United States or reported by
     NASDAQ; and provided, further that any accrued and unpaid
     dividends must be paid in cash.

               (ii) At least 15 days but no more than 60 days
     prior to the date fixed for the redemption of the shares of
     this Series in accordance with Section 4(c)(i) hereof (the
     "Call Date"), a written notice will be mailed to each holder
     of record (and each beneficial owner to the extent required
     by law) of shares of this Series to be redeemed, notifying
     such holder of the corporation's election to redeem such
     shares, stating the Call Date, stating the corporation's
     election with respect to whether the payment of the
     redemption price is to be made in cash, Class B Common Stock
     or a combination thereof, and calling upon such holder to
     surrender to the corporation on the Call Date at the place
     designated in such notice the certificate or certificates
     representing the shares called for redemption. On or after
     the Call Date, each holder of shares of this Series to be
     redeemed must present and surrender his certificate or
     certificates for such shares to the corporation at the place
     designated in such notice and thereupon the redemption price
     of such shares, in the manner elected by the corporation,
     will be paid and/or delivered to or on the order of the
     person whose name appears on such certificate or
     certificates as the owner thereof and each surrendered
     certificate will be canceled. Except as provided in Section
     4(c)(iv) hereof, the corporation may not change the form of
     consideration (or components or percentages of components
     thereof) to be paid by the corporation in respect of such
     redemption once the corporation has given, or caused to be
     given, the applicable redemption notice. At the close of
     business on the Redemption Date, each holder of shares of
     this Series to be redeemed (unless the corporation defaults
     in the delivery of the shares of Class B Common Stock or
     cash payable on such Redemption Date) shall be deemed to be
     the record holder of the number of shares of Class B Common
     Stock into which such shares of this Series are to be
     redeemed, regardless of whether such holder has surrendered
     the certificates representing such holder's shares of this
     Series that have been redeemed, dividends on the shares of
     this Series so redeemed shall cease to accrue, such shares
     shall be deemed to be no longer outstanding, and all rights
     of the holders thereof as holders of shares of this Series
     shall cease and terminate.

               (iii)     If the corporation elects to pay the
     redemption price by the delivery of Class B Common Stock, in
     whole or in part, the number of shares to be delivered in
     respect of the specified percentage of the redemption price
     to be paid in Class B Common Stock shall be equal to the
     dollar amount of such specified percentage of the redemption
     price divided by the Market Price of a share of Class B
     Common Stock.

               (iv) If the Market Price of the Class B Common
     Stock is less than 90 per cent of the Weighted Average Price
     of the Class B Common Stock over the five Trading Days
     immediately prior to the date of the notice of redemption
     provided for in Section 4(c)(ii) hereof, the corporation, at
     its option, may elect to pay the entire redemption price on
     such Call Date in cash, rather than in whole or in part with
     the shares of Class B Common Stock specified in the notice
     of redemption; provided that, if the corporation so elects
     to pay the entire redemption price in cash, the payment
     thereof shall be deferred until as of the tenth Business Day
     following publication of the notice of such election (the
     "Adjourned Call Date"), and in such event the corporation
     shall pay, in addition to the redemption price, all accrued
     and unpaid dividends on the shares of this Series to be
     redeemed through the Adjourned Call Date. Upon determination
     of the actual number of shares of Class B Common Stock
     issuable in accordance with the foregoing provisions, the
     corporation will publish such determination (and, if it is
     entitled to and so elects, notification of any exercise of
     the election provided for in the preceding sentence, of the
     Adjourned Call Date) promptly in The Wall Street Journal or
     another daily newspaper of national circulation.

          (d)  No fractional shares or scrip representing
fractions of shares of Class B Common Stock shall be issued upon
redemption of this Series. Instead of any fractional interest in
a share of Class B Common Stock that would otherwise be
deliverable upon the redemption of a share of this Series, the
corporation shall pay to the holder of such share an amount in
cash (computed to the nearest cent) based upon the Market Price
of Class B Common Stock. If more than ore share shall be
surrendered for redemption at one time by the same holder, the
number of full shares of Class B Common Stock issuable upon
redemption thereof shall be computed on the basis of the
aggregate number of shares of this Series so surrendered.

          (e)  The corporation covenants that any shares of Class
B Common Stock issued upon redemption of this Series shall be
duly and validly issued, fully paid and non-assessable, shall be
issued from its authorized but unissued shares and, except as
provided in Section 9 hereof, will be free from all taxes, liens
and charges with respect to the issue thereof. The corporation
shall endeavor to list the shares of Class B Common Stock
required to be delivered upon redemption of this Series, prior to
such redemption, upon each national securities exchange, if any,
upon which the outstanding Class B Common Stock is listed at the
time of such delivery. The corporation shall endeavor to take any
action necessary to ensure that any shares of Class B Common
Stock issued upon the redemption of this Series are freely
transferable and not subject to any resale restrictions under the
Securities Act of 1933, as amended (the "Act"), or any applicable
state securities or blue sky laws.

          (f)  If less than all the outstanding shares of this
Series are to be redeemed, the number of shares of this Series to
be redeemed and the method of effecting such redemption, whether
by lot or pro rata, shall be as determined by the Board of
Directors.

          (g)  At any time after a notice of redemption has been
given in the manner prescribed herein with respect to a
redemption in which the corporation has elected to pay the
redemption price in whole in cash, and prior to the date fixed
for redemption, the corporation may deposit in trust, with a bank
or trust company identified in the notice of redemption having
capital, surplus and undistributed profits aggregating at least
$50,000,000, an aggregate amount of funds sufficient for such
redemption (including dividends accrued on the shares of this
Series called for redemption to the date fixed for redemption)
for immediate payment in the appropriate amounts upon surrender
of certificates for such shares. Any interest accrued on such
funds shall be paid to the corporation from time to time. Such
deposit in trust shall be irrevocable, except that any funds
deposited by the corporation which shall not be required for the
redemption for which they were deposited because of the exercise
of rights of conversion subsequent to the date of deposit shall
be returned to the corporation forthwith, and any funds deposited
by the corporation which are unclaimed at the end of two years
from the date fixed for such redemption shall be paid over to the
corporation upon its request, and upon such repayment the holders
of the shares so called for redemption shall look only to the
corporation for payment of the appropriate amount.

          (h)  From and after the date fixed for redemption
(unless the corporation shall default in making payment of the
amount payable upon such redemption), whether or not certificates
for shares so called for redemption have been surrendered by the
holders thereof as described below, dividends on the shares of
this Series so called for redemption shall cease to accrue, and
from and after the date of the deposit of trust funds for the
redemption of shares of this Series in accordance with the
provisions of Section 4(g) hereof, such shares shall be deemed to
be no longer outstanding, and all rights of the holders thereof
as stockholders of the corporation (except the right to receive
from the corporation the amount payable upon such redemption and,
up to the close of business on the date fixed for such
redemption, the right to convert such shares as set forth in
Section 7 hereof) shall cease and terminate. Upon surrender in
accordance with the notice of redemption of the certificates for
any shares of this Series so redeemed (properly endorsed or
assigned for transfer if the corporation shall so require and the
notice shall so state), the holder thereof shall be entitled to
receive payment of the redemption price plus an amount equal to
all accrued and unpaid dividends as aforesaid. If less than all
of the shares represented by any such surrendered certificate are
redeemed, the corporation shall execute and deliver to the holder
thereof, or to his written order, a certificate or certificates
representing the unredeemed shares.

          (i)  In no event shall the corporation redeem less than
all the outstanding shares of this Series and shares of any other
series of stock of the corporation ranking, as to dividends and
distribution of assets upon liquidation, dissolution or winding
up of the affairs of the corporation, on a parity with the shares
of this Series ("Parity Stock") pursuant to this Section 4 unless
full cumulative dividends for all past dividend periods shall
have been paid or declared and set apart for payment upon all
outstanding shares of this Series and the shares of such Parity
Stock.

          (j)  In connection with any redemption of shares of
this Series solely for cash, the corporation may enter into an
agreement with one or more investment bankers or other purchasers
for the purchase of the shares to be redeemed from the holders
thereof and the conversion of such purchased shares into shares
of Class B Common Stock as provided in Section 7 hereof. Such
agreement shall provide that the amount to be paid by such
purchasers to the holders of the shares of this Series to be
redeemed shall not be less than the redemption price for such
shares together with all accrued and unpaid dividends thereon to
and including the date fixed for redemption and may provide
further that such amount be deposited in trust, on or before the
close of business on the date fixed for redemption, with a bank
or trust company designated by the corporation meeting the
requirements set forth in Section 4(g) hereof. Notwithstanding
anything to the contrary contained in this Section 4, the
obligation of the corporation to pay the redemption price of the
shares of this Series to be redeemed, together with accrued and
unpaid dividends thereon to the date fixed for redemption, shall
be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is
entered into, any shares of this Series to be redeemed that have
not been duly surrendered for conversion by the holders thereof
may, at the option of the corporation, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained
in this subsection (j) or in Section 7 hereof) surrendered by
such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption, subject
to payment of the above amount as aforesaid.

          (k)  Definitions. For purposes of this Section 4, the
following terms shall have the meanings indicated:

               (i) "accrued and unpaid dividends" in respect of
     any share of this Series shall mean an amount computed at
     the Dividend Rate for this Series from the date on which
     dividends on such share became cumulative to and including
     the date to which such dividends are to be accrued, less the
     aggregate amount of all dividends theretofore paid thereon.
     The amount accrued subsequent to the most recent Dividend
     Period shall be computed by dividing the quarterly dividend
     payment by the actual number of days in the uncompleted
     quarter, and thereafter multiplying this figure by the
     number of days in such quarter up to and including the date
     to which dividends are to be accrued.

               (ii) "Business Day" shall mean any day other than
     a Saturday or Sunday or a day on which state or federally
     chartered banking institutions in New York, New York are not
     required to be open.

               (iii) "Conversion Price" shall have the meaning
     set forth in, and shall be subject to adjustment from time
     to time as provided in, Section 7(d) hereof,

               (iv) "Current Market Price" in respect of the
     Class B Common Stock means the last reported sales price,
     regular way, on such day, or, if no sale takes place on such
     day, the average of the reported closing bid and asked
     prices on such day, regular way, in either case as reported
     in the composite transactions for the New York Stock
     Exchange or, if such security is not listed or admitted for
     trading on the New York Stock Exchange, on the principal
     national or regional securities exchange in the United
     States on which the Class B Common Stock is listed or
     admitted to trading, or if the Class B Common Stock is not
     listed or admitted to trading on a national or regional
     securities exchange in the United States, on the National
     Market System of NASDAQ or, if the Class B Common Stock is
     not quoted on such National Market System, the average of
     the closing bid and asked prices on such day in the
     over-the-counter market as reported by NASDAQ, or if bid and
     asked prices for such security on such day shall not have
     been reported through NASDAQ or by the National Quotation
     Bureau Incorporated, the average of the bid and asked prices
     on such day as furnished by any New York Stock Exchange
     member firm regularly making a market in such security
     selected for such purpose by the Board of Directors of the
     corporation.

               (v)  "Market Price" means the Weighted Average
     Price of a share of Class B Common Stock over the five
     Trading Day period ending on the third Business Day prior to
     the applicable Redemption Date or Call Date (or, if such
     third Business Day is not a Trading Day, on the last Trading
     Day prior to such Business Day), appropriately adjusted to
     take into account the occurrence, during the period
     commencing on the first of such Trading Days and ending on
     such Redemption Date or Call Date, of any event described in
     Section 7(d) hereof.

               (vi) "Trading Day" shall mean any day on which the
     securities in question are traded on the New York Stock
     Exchange, or if such securities are not listed or admitted
     for trading on the New York Stock Exchange, on the principal
     national or regional securities exchange on which such
     securities are listed or admitted, or if not listed or
     admitted for trading on any national or regional securities
     exchange, on the National Market System of NASDAQ, or if
     such securities are not quoted on such National Market
     System, in the applicable securities market in which the
     securities are traded.

               (vii)     "Weighted Average Price" of a share of
     Class B Common Stock on any Trading Day or over any period
     of Trading Days means the weighted average per share sale
     price for all sales of shares of Class B Common Stock on
     such Trading Day or during such period, as the case may be
     (or, if the information necessary to calculate such weighted
     average per share sale price is not reported, the average of
     the high and low sale prices or, if no sales prices are
     reported, the average of the bid and ask prices or, if more
     than one in either case, the average of the average bid and
     average ask prices) as reported in the composite
     transactions for the New York Stock Exchange, or if the
     Class B Common Stock is not listed or admitted to trading on
     such Exchange, as reported in the composite transactions for
     the principal national or regional securities exchange in
     the United States on which the Class B Common Stock is
     listed or admitted to trading, or if the Class B Common
     Stock is not listed or admitted to trading on a United
     States national or regional securities exchange, as reported
     by NASDAQ or by the National Quotation Bureau Incorporated;
     provided that, in the absence of such quotations, the
     corporation shall be entitled to determine the Weighted
     Average Price on the basis of such quotations as it
     considers appropriate.

     5.   Voting Rights. (a) Except for the voting rights
described below and except as otherwise required by law, the
holders of shares of this Series shall not be entitled to vote on
any matter or to receive notice of, or to participate in, any
meeting of the stockholders of the corporation. Each share of
Preferred Stock of this Series will be entitled to one vote on
matters which holders of such series are entitled to vote.

          (b)  The shares of this Series shall be entitled to
vote with respect to the election of directors in accordance with
Sections (b)(4) and (b)(5) of Article FOURTH of the certificate
of incorporation.

          (c)  Whenever dividends payable on shares of this
Series shall be in default in an aggregate amount equal to or
exceeding six full quarterly dividends on all shares of this
Series at the time outstanding, the number of directors then
constituting the Board of Directors of the corporation shall be
increased by two, and holders of shares of this Series shall, in
addition to any other voting rights, have the right, voting
separately as a class together with holders of all other series
of stock of the Company ranking on a parity with shares of this
Series either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable (such other series
of stock being herein referred to as "Other Voting Stock"), to
elect such two additional directors. In such case, the Board of
Directors will be increased by two directors, and the holders of
shares of this Series (either alone or with the holders of Other
Voting Stock) will have the exclusive right as members of such
class, as described above, to elect two directors at the next
annual meeting of stockholders. Whenever such right of the
holders of shares of this Series shall have vested, such right
may be exercised initially either at a special meeting of such
holders as provided in Section 5(d) hereof or at any annual
meeting of stockholders held for the purpose of electing
directors, and thereafter at such annual meetings. The right of
the holders of shares of this Series to vote together as a class
with the holders of shares of any Other Voting Stock shall
continue until such time as all dividends accrued on outstanding
shares of this Series to the Dividend Payment Date next preceding
the date of any such determination shall have been paid in full,
or declared and set apart in trust for payment, at which time the
right of the holders of shares of this Series so to vote shall
terminate, except as herein or by law expressly provided, subject
to revesting upon the occurrence of a subsequent default of the
character mentioned above.

          (d)  At any time when the right of the holders of
shares of this Series to elect directors as provided in Section
5(c) hereof shall have vested, and if such right shall not
already have been initially exercised, a proper officer of the
corporation, upon the written request of the holders of record of
at least 10 % of the aggregate number of shares of this Series
and shares of any Other Voting Stock at the time outstanding,
addressed to the Secretary of the corporation, shall call a
special meeting of the holders of shares of this Series and of
such Other Voting Stock for the purpose of electing directors.
Such meeting shall be held at the earliest practicable date upon
the same form of notice as is required for annual meetings of
stockholders at the place for the holding of annual meetings of
stockholders of the corporation (or such other suitable place as
is designated by such officer). If such meeting shall not be
called by a proper officer of the corporation within 20 days
after personal service of such written request upon the Secretary
of the corporation, or within 20 days after mailing the same
within the United States of America, addressed to the Secretary
of the corporation at its principal office (such mailing to be
evidenced by the registry receipt issued by the postal
authorities), then the holders of record of at least 10% of the
aggregate number of shares of this Series and shares of any Other
Voting Stock at the time outstanding may designate in writing one
of their number to call such a meeting at the expense of the
corporation, and such meeting may be called by such person so
designated upon the same form of notice as is required for annual
meetings of stockholders and shall be held at the place for the
holding of annual meetings of stockholders of the corporation (or
such other suitable place as is designated by such person). Any
holder of shares of this Series so designated shall have access
to the registry books of the corporation for the purpose of
causing a meeting of stockholders to be called pursuant to this
subsection (d). Notwithstanding anything to the contrary
contained in this subsection (d), no such special meeting shall
be called during the period within 90 days immediately preceding
the date fixed for the next annual meeting of stockholders of the
corporation.

          (e)  At any meeting held for the purpose of electing
directors at which holders of shares of this Series shall have
the right, voting together as a class with holders of shares of
any Other Voting Stock to elect directors as provided in Section
5(c) hereof, the presence, in person or by proxy, of the holders
of 33 1/3 % of the aggregate number of shares of this Series and
shares of such Other Voting Stock at the time outstanding shall
be required and be sufficient to constitute a quorum of such
class for the election of directors pursuant to such Section
5(c). At any such meeting or adjournment thereof, (i) the absence
of a quorum of the shares of this Series and shares of such Other
Voting Stock shall not prevent the election of the directors to
be elected otherwise than pursuant to Section 5(c) hereof and
(ii) in the absence of a quorum, either of the shares of this
Series and shares of such Other Voting Stock or of any other
shares of stock of the corporation, or both, a majority of the
holders, present in person or by proxy, of the class or classes
of stock which lack a quorum shall have the power to adjourn the
meeting for the election of directors whom they are entitled to
elect, from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

          (f)  During any period when the holders of shares of
this Series shall have the right to vote together as a class with
the holders of shares of any Other Voting Stock for directors as
provided in Section 5(c) hereof, (i) the directors so elected by
such holders shall continue in office until their successors
shall have been elected by such holders or until termination of
the rights of such holders to vote as a class for directors and
(ii) any vacancies in the Board of Directors shall be filled only
by a majority (even if that be only a single director) of the
remaining directors theretofore elected by the holders of the
class or classes of stock which elected the director whose office
shall have become vacant. Immediately upon termination of the
right of holders of this Series and any Other Voting Stock to
vote as a class for directors, (i) the term of office of the
directors so elected shall terminate and (ii) the number of
directors shall be such number as may be provided for in the
by-laws of the corporation irrespective of any increase pursuant
to the provisions of Section 5(c) hereof.

          (g)  In addition to any other vote required by law, the
corporation shall not (i) amend, alter or repeal, whether by
merger, consolidation or otherwise, the provisions of the
certificate of incorporation (including the terms of this Series)
so as to materially and adversely affect any right, preference,
privilege or voting power of this Series or (ii) create,
authorize or issue any series or class of stock ranking prior,
either as to payment of dividends or distributions of assets upon
liquidation, dissolution or winding up, to this Series, without
the affirmative vote or consent of the holders of at least
two-thirds of the aggregate number of shares of this Series at
the time outstanding, voting as a separate class; provided, that
any increase in the total number of authorized shares of Common
Stock (or any series thereof) or Preferred Stock (or any series
thereof), or the creation, authorization or issuance of any
series of stock ranking, as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation, on a parity with the shares of this Series
will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers; provided,
further, that no class vote of the holders of shares of this
Series shall be required if, at or prior to the time when the
actions described in clause (i) or (ii) of this subsection (g)
shall become effective, provision is made in accordance with
Section 4 hereof for the redemption of all shares of this Series
at the time outstanding.

     6.   Preference upon Liquidation. (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the holders of shares of this Series
shall be entitled to receive, out of the remaining net assets of
the corporation, the amount of $500.00 in cash for each share of
this Series, plus an amount equal to all dividends (whether or
not earned or declared) accrued and unpaid on each such share up
to the date fixed for distribution, before any distribution shall
be made to or set apart for the holders of any Junior Stock. If,
after payment or provision for payment of the debts and other
liabilities of the corporation and of dividends and liquidation
preferences in respect of any other stock of the corporation
ranking senior to the shares of this Series as to such payments,
the remaining net assets of the corporation are not sufficient to
pay to the holders of shares of this Series the full amount of
their preference set forth above, then the remaining net assets
of the corporation shall be divided among and paid to the holders
of shares of this Series, holders of shares of any other class or
series of Preferred Stock and holders of shares of any other
stock of the corporation on a parity with this Series as to
dividends and distribution of assets upon liquidation,
dissolution or winding up of the affairs of the corporation
ratably per share in proportion to the full per share amounts to
which they respectively are entitled. For purposes of this
subsection (a) and Section 6(b) hereof, a consolidation or merger
of the corporation with one or more other corporations or the
sale of all or substantially all of the assets of the corporation
shall not be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation.

          (b)  Subject to the rights of the holders of shares of
any series or class of stock ranking prior to this Series and of
the holders of any stock of the corporation ranking on a parity
as to dividends and distribution of assets upon liquidation,
dissolution or winding up of the affairs of the corporation,
after payment shall have been made in full to the holders of this
Series as provided in Section 6(a) hereof and this subsection
(b), the holders of any Junior Stock shall, subject to the
respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or
distributed, and shares of this Series shall not be entitled to
share therein.

     7.   Conversion Privilege. (a) Subject to and upon
compliance with the provisions of this Section 7, at the option
of the holder thereof, each share of this Series may, at any time
(unless shares of this Series shall be called for redemption,
then, with respect to shares of this Series so called, until and
including, but, if the corporation shall not default in making
payment of the amount payable on such redemption, not after, the
close of business on the date fixed for redemption), be converted
into a number of fully paid and nonassessable shares of Class B
Common Stock equal to the quotient obtained by dividing $500.00
by the Conversion Price (as hereinafter defined) in effect at the
Date of Conversion (as hereinafter defined).

          (b)  In order to exercise the conversion privilege, any
holder of shares of this Series to be converted shall surrender
such shares to the corporation at any time during usual business
hours at the place or places (including a place in the Borough of
Manhattan, The City of New York) maintained for such purpose,
accompanied by a fully executed written notice, in substantially
the form set forth on the reverse of the certificate representing
shares of this Series, that the holder elects to convert such
shares. Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of
Class B Common Stock shall be issued. Shares of this Series
surrendered for conversion shall (if so required by the
corporation) be properly endorsed or assigned for transfer by the
holder or his attorney duly authorized in writing. The holders of
shares of this Series at the close of business on any record date
for the payment of dividends on such shares will be entitled to
receive the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the conversion thereof or
the corporation's default in the payment of the dividend due on
such Dividend Payment Date. Shares of this Series surrendered for
conversion during the period from the close of business on any
record date for the payment of dividends on such shares to the
opening of business on the corresponding Dividend Payment Date
(except shares called for redemption on a Redemption Date or Call
Date during the period from such record date to and including the
Dividend Payment Date) must be accompanied by payment of an
amount equal to the dividend payable on such shares on such
Dividend Payment Date. A holder of shares of this Series on a
record date for the payment of dividends on such shares who
converts such shares on a Dividend Payment Date will receive the
dividend payable on such shares by the corporation on such date,
and the converting holder need not include a payment in the
amount of any such dividend upon surrender of such shares for
conversion. As promptly as practicable after the receipt of such
notice and the surrender of such shares of this Series as
aforesaid, the corporation shall, subject to the provisions of
Section 9 hereof, issue and deliver at such place or places
referred to in this subsection (b) to such holder, or on his
written order, a certificate or certificates for the number of
full shares of Class B Common Stock issuable on such conversion
of shares of this Series in accordance with the provisions of
this Section 7, and cash, as provided in Section 7(c) hereof, in
respect of any fraction of a share of Class B Common Stock
otherwise issuable upon such conversion. Such conversion shall be
deemed to have been effected immediately prior to the close of
business on the date (herein called the "Date of Conversion") on
which such notice shall have been received by the corporation and
such shares of this Series shall have been surrendered as
aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Class B Common Stock
shall be issuable upon such conversion shall be deemed to have
become on the Date of Conversion the holder or holders of record
of the shares of Class B Common Stock represented thereby;
provided, that any such surrender on any date when the registry
books of the corporation shall be closed shall constitute the
person or persons in whose name or names the certificate or
certificates for such shares are to be issued as the record
holder or holders thereof for all purposes at the opening of
business on the next succeeding day on which such registry books
are open, but such conversion shall nevertheless be at the
Conversion Price in effect at the close of business on the date
when such shares of this Series shall have been so surrendered
with the conversion notice. In the case of conversion of a
portion, but less than all, of the shares of this Series
represented by a certificate surrendered for conversion, the
corporation shall execute, and deliver to the holder thereof, or
on his written order, a certificate or certificates representing
the shares of this Series which the holder has not elected to
convert into shares of Class B Common Stock. No payment or
adjustment shall be made for dividends accrued on the shares of
this Series converted as provided in this Section 7 or for
dividends or distributions accrued on any Class B Common Stock.

          (c)  No fractions of shares or scrip representing
fractions of shares shall be issued upon conversion of shares of
this Series. If more than one share of this Series shall be
surrendered for conversion at one time by the same holder, the
number of full shares of Class B Common Stock which shall be
issuable upon conversion of such shares shall be computed on the
basis of the aggregate number of shares of this Series
surrendered for conversion. If any fraction of a share of Class B
Common Stock would, except for the provisions of this subsection
(c), be issuable on the conversion of any shares of this Series,
the corporation shall make payment in lieu thereof in an amount
of United States dollars equal to the value of such fraction
computed on the basis of the closing price of the Class B Common
Stock as reported on the Composite Tape for New York Stock
Exchange - Listed Stocks (or if the Class B Common Stock is not
listed or admitted to trading on such exchange on the Date of
Conversion, then on the principal national or regional securities
exchange on which the Class B Common Stock is then listed or
admitted to trading, or, if not listed or admitted to trading on
any national or regional securities exchange, then as reported by
the National Association of Securities Dealers, Inc. through
NASDAQ or a similar organization if NASDAQ is no longer reporting
information) on the last Trading Day (as hereinafter defined)
prior to the Date of Conversion or if no such sale takes place on
such day, the last sale price for such day shall be the average
of the closing bid and asked prices regular way on the New York
Stock Exchange (or if the Class B Common Stock is not listed or
admitted to trading on such exchange, on the principal national
securities exchange on which the Class B Common Stock is then
listed or admitted to trading, or, if not listed or admitted to
trading on any national securities exchange, the average of the
highest bid and lowest asked prices as reported by the National
Association of Securities Dealers, Inc. through NASDAQ or a
similar organization if NASDAQ is no longer reporting
information) (any such last sale price being herein referred to
as the "Last Sale Price"). If on such Trading Day the Class B
Common Stock is not quoted by any such organization, the fair
value of such Class B Common Stock on such day, as determined by
the Board of Directors, shall be used. For the purpose of this
subsection (c), the term "Trading Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on
which securities are not traded on such exchange or in such
market.

          (d)  The Conversion Price per share of Class B Common
Stock issuable upon conversion of shares of this Series (herein
called the "Conversion Price") initially shall be $29.94 as of
the Initial Filing Date (as defined in the Certificate of
Incorporation). The Conversion Price shall be subject to
adjustment from time to time as follows:

               (i)  In case the corporation shall (1) pay a
     dividend or make a distribution in shares of Class B Common
     Stock, (2) subdivide its outstanding shares of Class B
     Common Stock into a greater number of shares or (3) combine
     its outstanding shares of Class B Common Stock into a
     smaller number of shares, the Conversion Price in effect
     immediately prior to such action shall be adjusted so that
     the holder of any shares of this Series thereafter
     surrendered for conversion shall be entitled to receive the
     number of shares of Class B Common Stock which he would have
     owned or have been entitled to receive immediately following
     such action had such shares been converted immediately prior
     thereto. An adjustment made pursuant to this subsection
     (d)(i) shall become effective immediately, except as
     provided in subsection (d)(v) below, after the record date
     in the case of a dividend or distribution and shall become
     effective immediately after the effective date in the case
     of a subdivision or combination.

               (ii) In case the corporation shall issue rights,
     warrants or options to all holders of Class B Common Stock
     entitling them (for a period not exceeding 45 days from the
     date of such issuance) to subscribe for or purchase shares
     of Class B Common Stock at a price per share less than the
     Recent Market Price per share (as determined pursuant to
     subsection (d)(iv) below) of the Class B Common Stock on the
     record date mentioned below, the Conversion Price shall be
     adjusted to a price, computed to the nearest cent, so that
     the same shall equal the price determined by multiplying:

                    (1)  the Conversion Price in effect
          immediately prior to the date of issuance of such
          rights or warrants by a fraction, of which

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

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

     Such adjustment shall become effective immediately, except
     as provided in subsection (d)(v) below, after the record
     date for the determination of holders entitled to receive
     such rights, warrants or options.

               (iii)     In case the corporation shall distribute
     to all or substantially all holders of Class B Common Stock
     evidences of indebtedness, equity securities (including
     equity interests in the corporation's Subsidiaries (as
     hereinafter defined)) other than Class B Common Stock, or
     other assets (other than cash dividends paid out of earned
     surplus of the corporation or, if there shall be no earned
     surplus, out of net profits for the fiscal year in which the
     dividend is made and/or the preceding fiscal year), or shall
     distribute to all or substantially all holders of Class B
     Common Stock rights or warrants to subscribe for securities
     (other than those referred to in subsection (d)(ii) above),
     then in each such case the Conversion Price shall be
     adjusted so that the same shall equal the price determined
     by multiplying:

                    (1)  the Conversion Price is effect
          immediately prior to the date of such distribution by a
          fraction, of which

                    (2)  the numerator shall be the Recent Market
          Price per share (as determined pursuant to subsection
          (d)(iv) below) of the Class B Common Stock on the
          record date mentioned below less the then fair market
          value (as determined by the Board of Directors, whose
          determination shall be conclusive evidence of such fair
          market value, and described in a resolution of the
          Board of Directors filed with the transfer agent for
          the shares of this Series) of the portion of the
          assets, evidences of indebtedness and equity securities
          so distributed or of such subscription rights or
          warrants applicable to one share of Class B Common
          Stock, and of which

                    (3)  the denominator shall be such Recent
          Market Price per share of the Class B Common Stock.

     Such adjustment shall become effective immediately, except
     as provided in subsection (d)(v) below, after the record
     date for the determination of stockholders entitled to
     receive such distribution. As used herein, the term
     "Subsidiary" means (i) any corporation or other entity of
     which securities or other ownership interests having
     ordinary voting power to elect a majority of the Board of
     Directors or other persons performing similar functions are
     at the time directly or indirectly owned by the corporation
     or (ii) any partnership of which more than 50 % of the
     partnership interests are owned by the corporation or any
     Subsidiary.

               (iv) For purposes of any computation under
     subsections (d)(ii) and (d)(iii) above, the Recent Market
     Price per share of Class B Common Stock on any date shall be
     deemed to be the average of the Last Sale Prices of a share
     of Class B Common Stock for the five consecutive Trading
     Days selected by the corporation commencing not more than 20
     Trading Days before and ending not later than the earliest
     of the date in question and the date before the "ex" date
     with respect to the issuance or distribution requiring such
     computation. If on any such Trading Day the Class B Common
     Stock is not quoted by any organization referred to in the
     definition of Last Sale Price in Section 7(c) hereof, the
     fair value of the Class B Common Stock on such day, as
     determined by the Board of Directors, shall be used. For
     purposes of this paragraph, the term "'ex' date", when used
     with respect to any issuance or distribution, means the
     first date on which the Class B Common Stock trades regular
     way on the principal national securities exchange on which
     the Class B Common Stock is listed or admitted to trading
     (or, if not so listed or admitted, on NASDAQ or a similar
     organization if NASDAQ is no longer reporting trading
     information) without the right to receive such issuance or
     distribution.

               (v)  In any case in which this subsection (d)
     shall require that an adjustment be made immediately
     following a record date, the corporation may elect to defer
     the effectiveness of such adjustment (but in no event until
     a date later than the effective time of the event giving
     rise to such adjustment), in which case the corporation
     shall, with respect to any shares of this Series converted
     after such record date and before such adjustment shall have
     become effective (1) defer paying any cash payment pursuant
     to Section 7(c) hereof or issuing to the holder of shares of
     this Series the number of shares of Class B Common Stock
     issuable upon conversion in excess of the number of shares
     of Class B Common Stock issuable thereupon only on the basis
     of the  Conversion Price prior to adjustment and (2) not
     later than five business days after such adjustment shall
     have become effective, pay to such holder the appropriate
     cash payment pursuant to Section 7(c) hereof and issue to
     such holder the additional shares of Class B Common Stock
     issuable on such conversion.

               (vi) No adjustment in the Conversion Price shall
     be required unless such adjustment would require an increase
     or decrease of at least 1 % in the Conversion Price;
     provided, that any adjustments which by reason of this
     subsection (d)(vi) are not required to be made shall be
     carried forward and taken into account in any subsequent
     adjustment. All calculations under this Section 7 shall be
     made to the nearest cent or to the nearest one-hundredth of
     a share, as the case may be.

               (vii)     Whenever the Conversion Price is
     adjusted as herein provided, the corporation shall promptly
     (1) file with the transfer agent for the shares of this
     Series a certificate of an officer of the corporation (an
     "Officer's Certificate") setting forth the Conversion Price
     after such adjustment and setting forth in reasonable detail
     the facts requiring such adjustment and the calculations on
     which the adjustment is based, which certificate shall be
     conclusive evidence of the correctness of such adjustment
     and (2) mail or cause to be mailed a notice of such
     adjustment to each holder of shares of this Series at his
     address as the same appears on the registry books of the
     corporation.

Notwithstanding anything in this Section 7 to the contrary, the
corporation shall be entitled to make such reductions in the
Conversion Price, in addition to those required by this Section
7, as it in its discretion shall determine to be advisable in
order that any stock dividend, subdivision or combination of
shares, distribution of rights or warrants to purchase stock or
securities, distribution of securities convertible into or
exchangeable for stock, or distribution of assets (other than
cash dividends) hereafter made by the corporation to its
stockholders shall not be taxable.

          (e)  In case of any reclassification or change of
outstanding shares of Class B Common Stock (other than a change
in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or
combination), or in case of any consolidation of the corporation
with, or merger of the corporation into, any other Person, or any
merger of another Person into the corporation (other than a
merger which does not result in any reclassification, change,
conversion, exchange or cancellation of outstanding shares of
Class B Common Stock) or any sale or transfer of all or
substantially all of the assets of the corporation, the
corporation, or the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the
case may be, shall make effective provision in the articles or
certificate of incorporation, providing that the holder of each
share of this Series then outstanding shall have the right
thereafter to convert such share only into the kind and amount of
securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, sale or
transfer, by a holder of the number of shares of Class B Common
Stock into which such shares of this Series might have been
converted immediately prior to such reclassification, change,
consolidation, merger, sale or transfer, assuming such holder of
Class B Common Stock of the corporation (i) is not a Person with
which the corporation consolidated or into which the corporation
merged or which merged into the corporation or to which such sale
or transfer was made, as the case may be ("constituent Person"),
or an Affiliate (as hereinafter defined) of a constituent Person
and (ii) failed to exercise his rights of election, if any, as to
the kind or amount of securities, cash and other property
receivable upon such reclassification, change, consolidation,
merger, sale or transfer (provided that if the kind or amount of
securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, sale or transfer
is not the same for each share of Class B Common Stock of the
corporation held immediately prior to such reclassification,
change, consolidation, merger, sale or transfer by others than a
constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this subsection
(e) the kind and amount of securities, cash and other property
receivable upon such reclassification, change, consolidation,
merger, sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares).  Such articles or
certificate of incorporation shall provide for adjustments which,
for events subsequent to the effective date of such articles or
certificate of incorporation, shall be as nearly equivalent as
may be practicable to the adjustments provided for herein. The
above provisions of this subsection (e) shall similarly apply to
successive reclassifications, changes, consolidations, mergers,
sales or transfers.

          For the purpose of this subsection (e), the term
"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any
agency or political subdivision thereof, and the term "Affiliate"
of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the
purposes of the definition of "Affiliate", the term "control"
when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          (f)  The corporation shall reserve, free from
preemptive rights, out of its authorized but unissued shares,
sufficient shares of Class B Common Stock to provide for the
conversion of the shares of this Series from time to time
outstanding as such shares of this Series are presented for
conversion.

          (g)  The corporation covenants that all shares of Class
B Common Stock which may be issued upon conversion of shares of
this Series will upon issue be duly and validly issued, fully
paid and nonassessable by the corporation and except as provided
in Section 9 hereof free from all taxes, liens and charges with
respect to the issue thereof.

     8.   Notice of Certain Events. In case:

          (a)  the corporation shall declare a dividend (or any
other distribution) payable to the holders of Class B Common
Stock (otherwise than cash dividends paid out of the earned
surplus of the corporation or, if there shall be no earned
surplus, out of net profits for the fiscal year in which the
dividend is made and/or the preceding fiscal year, and dividends
payable in Class B Common Stock); or

          (b)  the corporation shall authorize the granting to
the holders of Class B Common Stock of rights to subscribe for or
purchase any shares of stock of any class or of any other rights
or warrants; or

          (c)  the corporation shall authorize any
reclassification or change of the Class B Common Stock (other
than a subdivision or combination of its outstanding shares of
Class B Common Stock or a change in par value, or from par value
to no par value, or from no par value to par value), or any
consolidation, merger or share exchange to which the corporation
is a party and for which approval of any stockholders of the
corporation is required, or the sale or conveyance of all or
substantially all the property or business of the corporation; or

          (d)  there shall be proposed any voluntary or
involuntary dissolution, liquidation or winding-up of the
corporation; then, the corporation shall cause to be filed at the
place or places maintained for the purpose of conversion of
shares of this Series as provided in Section 7(b) hereof, and
shall cause to be mailed to each holder of shares of this Series,
at his address as it shall appear on the registry books of the
corporation, as promptly as possible but in any event at least 20
days before the date hereinafter specified (or the earlier of the
dates hereinafter specified, in the event that more than one date
is specified), a notice stating the date on which (i) a record is
expected to be taken for the purpose of such dividend,
distribution, rights, or warrants, or if a record is not to be
taken, the date as of which the holders of Class B Common Stock
of record to be entitled to such dividend, distribution, rights,
or warrants are to be determined, or (ii) such reclassification,
change, consolidation, merger, share exchange, sale, transfer,
conveyance, dissolution, liquidation or winding-up is expected to
become effective and the date, if any is to be fixed, as of which
it is expected that holders of Class B Common Stock of record
shall be entitled to exchange their shares of Class B Common
Stock for securities or other property deliverable upon such
reclassification, change, consolidation, merger, share exchange,
sale, transfer, conveyance, dissolution, liquidation or
winding-up.

     9.   Taxes. The corporation will pay any and all
documentary, stamp or similar taxes payable to the United States
of America or any political subdivision or taxing authority
thereof or therein in respect of the issue or delivery of (a)
certificates for shares of this Series on redemption of less than
all of the shares represented by any certificate for such shares
surrendered for redemption or (b) certificates for shares of
Class B Common Stock on redemption or conversion of shares of
this Series pursuant to Section 4 or Section 7 hereof; provided,
that the corporation shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue
or delivery of certificates for shares of this Series or Class B
Common Stock, as the case may be, in a name other than that of
the holder of shares of this Series to be redeemed or converted
and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the
corporation the amount of any such tax or has established, to the
satisfaction of the corporation, that such tax has been paid. The
corporation extends no protection with respect to any other taxes
imposed in connection with such redemption or conversion of
shares of this Series.

     10.  No Other Rights. The shares of this Series shall not
have any relative, participating, optional or other special
rights and powers other than as set forth herein and other than
any which may be provided by law.

     11.  Miscellaneous. Capitalized terms which are defined in
this Exhibit are defined only for the purposes of this Exhibit,
and not for the purposes of other Exhibits to the certificate of
incorporation. Unless otherwise indicated, section references
contained in this Exhibit refer to the corresponding sections of
this Exhibit.



                                                        EXHIBIT B






                   CERTIFICATE OF DESIGNATIONS

                               OF

                GOLD-DENOMINATED PREFERRED STOCK
                   (Par Value $0.10 Per Share)

                               OF

               FREEPORT-McMoRan COPPER & GOLD INC.


     The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
corporation's Gold-Denominated Preferred Stock are as set forth
below:

     1.   Designation.  (a) 300,000 shares of Preferred Stock of
the corporation are hereby constituted as a series of Preferred
Stock designated as "Gold-Denominated Preferred Stock"
(hereinafter called "this Series"). Each share of this Series
shall be identical in all respects with the other shares of this
Series. The Board of Directors is authorized to increase or
decrease (but not below the number of shares of this Series then
outstanding) the number of shares of this Series.

          (b)  Shares of this Series which have been redeemed for
cash as hereinafter provided or purchased by the corporation
shall be canceled, and shall revert to authorized but unissued
shares of Preferred Stock undesignated as to series, and may be
reissued as a part of this Series or may be reclassified and
reissued as part of a new or existing series of Preferred Stock
to be created by resolution or resolutions of the Board of
Directors, all subject to the conditions or restrictions on
issuance set forth in any resolution or resolutions adopted by
the Board of Directors providing for the issue of such series of
Preferred Stock.

     2.   Dividends.  (a) The holders of shares of this Series
shall be entitled to receive, but only out of funds legally
available therefor, cash dividends as hereinafter provided. Such
dividends shall be paid when, as and if declared by the Board of
Directors on the first day of February, May, August and November
in each year until and including August 1, 2003 (each such date
being referred to herein as a "Dividend Payment Date") to holders
of record on the record date determined by the Board of Directors
in advance of the payment of each particular dividend; provided
that dividends payable on August 1, 2003 (the "Mandatory
Redemption Date") shall be paid as provided in Section 4 hereof.
Such dividends shall be cumulative from the date of original
issuance of the shares of this Series.

          (b)  So long as any shares of this Series shall be
outstanding, the corporation shall not, unless full cumulative
dividends for all past dividend periods shall have been paid or
declared and set apart for payment upon all outstanding shares of
this Series and the shares of any other class or series of
Preferred Stock (including the Gold-Denominated Preferred Stock,
Series II, the Silver-Denominated Preferred Stock, the Step-Up
Convertible Preferred Stock and the 7 % Convertible Exchangeable
Preferred Stock) and any other class or series of stock of the
corporation ranking, as to dividends, on a parity with shares of
this Series (the shares of any other class or series of Preferred
Stock and any other class or series of stock of the corporation
ranking, as to dividends, on a parity with shares of this Series
being herein referred to as "Parity Dividend Stock"), (i)
declare, pay or set apart any amounts for dividends on, or make
any other distribution in cash or other property in respect of,
the Class A Common Stock of the corporation, the Class B Common
Stock of the corporation or any other stock of the corporation
ranking junior to this Series as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation (the Class A Common Stock, the Class B Common
Stock and any such other stock being herein referred to as
"Junior Stock"), other than a dividend payable solely in Junior
Stock, (ii) purchase, redeem or otherwise acquire for value any
shares of Junior Stock, directly or indirectly, other than as a
result of a reclassification, exchange or conversion of one
Junior Stock for or into another Junior Stock, or other than
through the use of proceeds of a substantially contemporaneous
sale of other Junior Stock, or (iii) make any payment on account
of, or set aside money for, a sinking or other like fund for the
purchase, redemption or other acquisition for value of any shares
of Junior Stock. For purposes of this Section 2 and of Section
4(f) hereof, if any depositary shares have been issued with
respect to any series of stock, actions with respect to such
depositary shares, including acquisition of and payments on or
with respect to such depositary shares, shall be regarded as
actions with respect to such series of stock.

          (c)  If the funds available for the payment of
dividends are insufficient to pay in full the dividends payable
on all outstanding shares of this Series and shares of Parity
Dividend Stock, the total available funds to be paid in partial
dividends on the shares of this Series and shares of Parity
Dividend Stock shall be divided among this Series and the Parity
Dividend Stock in proportion to the aggregate amounts of
dividends accrued and unpaid with respect to this Series and the
Parity Dividend Stock. Accruals of dividends shall not bear
interest.

     3.   Dividend Rate. (a) The Dividend Rate per quarter on
each share of this Series shall be an amount equal to the Dollar
Equivalent Value (as defined below) of 0.0175 ounces of gold.
"Dollar Equivalent Value" means the applicable Reference Gold
Price multiplied by the applicable number of ounces of gold.
"Reference Gold Price" means, when used to calculate the amount
of any dividend payable on any Dividend Payment Date (other than
the Mandatory Redemption Date, as to which the calculation shall
be made as provided in Section 4(k)(iv) hereof) the arithmetic
average of the London P.M. gold fixing price (or A.M. gold fixing
price if there is no P. M. gold fixing price on the applicable
trading date) for an ounce of gold in the London bullion market
on each of the five trading days ending on the second trading day
prior to the last day of the calendar quarter immediately
preceding such Dividend Payment Date, as published in The Wall
Street Journal (Eastern Edition) (or, if such prices are not
published in The Wall Street Journal, as published in the
Financial Times). If for any reason gold is not traded during any
relevant period in the London bullion market or is not quoted in
U.S. dollars in such market, gold will be valued during such
period or portion thereof, as the case may be, on the basis of
trading prices, quoted in U.S. dollars, in the then principal
international trading market for gold as determined by the
corporation's Board of Directors. On or before the fifth business
day preceding each record date for the payment of a dividend in
respect of the shares of this Series, the corporation will cause
to be published in The Wall Street Journal (Eastern Edition) or,
if such newspaper is not then published, in a newspaper or other
publication of national circulation, the amount of (and if the
shares of this Series are represented by depositary shares, the
amount so payable per depositary share) the dividend payable in
respect of each share of this Series on the next succeeding
Dividend Payment Date.

          (b)  Dividends shall be calculated on the basis of a
year of 360 days consisting of 12 30-day months. The term
"Dividend Period", as used herein, means, with respect to any
Dividend Payment Date, the period commencing on the day following
the immediately preceding Dividend Payment Date to and including
such Dividend Payment Date.

     4.   Redemption. (a) The shares of this Series shall be
subject to mandatory redemption by the corporation, out of funds
legally available therefor, on the Mandatory Redemption Date at
the Dollar Equivalent Value of 2.0 ounces of gold per share plus
accrued and unpaid dividends (as hereinafter defined) to the
Mandatory Redemption Date.

          (b)  The shares of this Series shall not be subject to
redemption at the option of the corporation except as described
in this subsection (b). If on any Dividend Payment Date the total
number of shares of this Series outstanding shall be less than 15
% of the total number of shares of this Series outstanding on the
40th day following the date of original issuance of the shares of
this Series, the corporation shall have the option to redeem the
outstanding shares of this Series, in whole but not in part, out
of funds legally available therefor, at an amount equal to the
Dollar Equivalent Value of 2.0 ounces of gold per share plus
accrued and unpaid dividends (as hereinafter defined) to the date
fixed for redemption. For purposes of determining the number of
shares of this Series outstanding on any Dividend Payment Date,
the shares of this Series acquired by the corporation on or prior
to such Dividend Payment Date and not theretofore canceled (or in
the case of any shares of this Series represented by depositary
shares, the depositary shares representing shares of this Series
acquired by the corporation on or prior to such Dividend Payment
Date and not theretofore delivered to the depositary for the
depositary shares for cancellation) shall be deemed to be
outstanding. Notice of any such redemption as described in this
Section 4(b) shall be mailed to holders of the shares of this
Series within 30 days after such Dividend Payment Date in
accordance with the provisions of Section 4(c) hereof.

          (c)  At least 30 days but no more than 60 days prior to
the date fixed for redemption of the shares of this Series in
accordance with Section 4(a) or (b) hereof (the "Call Date"), a
written notice will be mailed to each holder of record (and each
beneficial owner to the extent required by law) of shares of this
Series to be redeemed, notifying such holder of the corporation's
election to redeem such shares if such redemption is pursuant to
Section 4(b) hereof, setting forth the method for determining the
amount payable per share of this Series on the Call Date, stating
the Call Date and calling upon such holder to surrender to the
corporation on the Call Date at the place designated in such
notice the certificate or certificates representing the shares
called for redemption.

          (d)  At any time after a notice of redemption has been
given in the manner prescribed in Section 4(a) or (b) and the
amount payable on the date fixed for redemption can be determined
by the corporation, and prior to the date fixed for redemption,
the corporation may deposit in trust, with a bank or trust
company identified in the notice of redemption having capital,
surplus and undistributed profits aggregating at least
$50,000,000, an aggregate amount of funds sufficient for such
redemption (including dividends accrued on the shares of this
Series called for redemption to the date fixed for redemption)
for immediate payment in the appropriate amounts upon surrender
of certificates for such shares. Any interest accrued on such
funds shall be paid to the corporation from time to time. Such
deposit in trust shall be irrevocable, except that any funds
deposited by the corporation which are unclaimed at the end of
two years from the date fixed for such redemption shall be paid
over to the corporation upon its request, and upon such repayment
the holders of the shares so called for redemption shall look
only to the corporation for payment of the appropriate amount.

          (e)  From and after the date fixed for redemption
(unless the corporation shall default in making payment of the
amount payable upon such redemption), whether or not certificates
for shares so called for redemption have been surrendered by the
holders thereof as described below, dividends on the shares of
this Series so called for redemption shall cease to accrue, and
from and after the date of the deposit of trust funds for the
redemption of shares of this Series in accordance with the
provisions of Section 4(d) hereof, such shares shall be deemed to
be no longer outstanding, and all rights of the holders thereof
as stockholders of the corporation (except the right to receive
from the corporation the amount payable upon such redemption)
shall cease and terminate. Upon surrender in accordance with the
notice of redemption of the certificates for any shares of this
Series so redeemed (properly endorsed or assigned for transfer if
the corporation shall so require and the notice shall so state),
the holder thereof shall be entitled to receive payment of the
redemption price plus an amount equal to all accrued and unpaid
dividends as aforesaid.

          (f)  If the corporation shall have failed to redeem all
outstanding shares of this Series on the Mandatory Redemption
Date then, until it shall have redeemed all outstanding Shares of
this Series, the corporation may not (i) declare, pay or set
apart any amounts for dividends on, or make any other
distribution in cash or other property in respect of, any Junior
Stock other than a dividend payable solely in Junior Stock, (ii)
purchase, redeem or otherwise acquire for value any shares of
Junior Stock, directly or indirectly, other than as a result of a
reclassification, exchange or conversion of one Junior Stock for
or into another Junior Stock, or other than through the use of
proceeds of a substantially contemporaneous sale of other Junior
Stock, (iii) make any payment on account of, or set aside money
for, a sinking or other like fund for the purchase, redemption or
other acquisition for value of any shares of Junior Stock or (iv)
purchase, redeem or otherwise acquire for value any shares of
stock of the corporation ranking on a parity with the shares of
this Series as to dividends or distribution of assets upon
liquidation, dissolution or winding up ("Parity Stock").

          (g)  (i) Within 90 days following each Calculation Date
     (as defined below), the corporation shall be required to
     prepare a certificate (a "Corporation Certificate") setting
     forth its determination of the Reserve Coverage Ratio (as
     defined below) as of such Calculation Date. If the Reserve
     Coverage Ratio, as shown on the Corporation Certificate
     prepared with respect to any Calculation Date is less than
     5.0, the corporation will be required to make an offer (a
     "Reserve Coverage Offer") to purchase, out of funds legally
     available therefor, at a price equal to the liquidation
     preference thereof as of the Purchase Date (as hereinafter
     defined), plus accrued and unpaid dividends (as defined
     below) to the Purchase Date, the smallest number of shares
     of this Series (rounded to the nearest 500 shares) such
     that, if all such shares had been repurchased on the
     relevant Calculation Date, the Reserve Coverage Ratio on
     that date would have been greater than or equal to 5.0.  If
     the Corporation Certificate prepared with respect to any
     Calculation Date shows that the Reserve Coverage Ratio is
     less than 5.0, the corporation shall include on such
     Corporation Certificate its calculation of the number of
     shares of this Series for which it is required to make an
     offer (the "Offer Amount").

               (ii) If required to make a Reserve Coverage Offer,
     the corporation will commence such offer not more than 60
     days after the date of the Corporation Certificate prepared
     with respect to the applicable Calculation Date, by mailing
     a notice to all holders of record of the shares of this
     Series setting forth (A) that such notice is being given
     pursuant to a Reserve Coverage Offer, (B) the Offer Amount,
     (C) the method for determining the amount payable per share
     of this Series on the Purchase Date, (D) the last date ("the
     Purchase Date"), which shall not be less than 30 nor more 60
     days after the date of such notice, by which a holder must
     elect whether to accept the Reserve Coverage Offer, (E) the
     procedures that such holder must follow to exercise its
     rights and (F) the procedures for withdrawing an election.
     The corporation shall also cause a copy of such notice to be
     published in The Wall Street Journal (Eastern Edition) or
     another daily newspaper of national circulation.

               (iii)     Holders electing to have shares of this
     Series purchased by the corporation pursuant to a Reserve
     Coverage Offer will be required to surrender the
     certificates representing such shares, with an appropriate
     form duly completed, to the corporation prior to the
     Purchase Date. Holders will be entitled to withdraw an
     election by a written notice of withdrawal delivered to the
     corporation prior to the close of business on the Purchase
     Date. The notice of withdrawal shall state the number of
     shares of this Series and certificate numbers to which the
     notice of withdrawal relates and the number of shares and
     certificate numbers, if any, which remain subject to the
     election. If the aggregate number of shares of this Series
     tendered exceeds the Offer Amount, the corporation will
     select the shares of this Series to be purchased on a pro
     rata basis as nearly as practicable. The corporation shall,
     as promptly as reasonably practicable after the Purchase
     Date, cause payment to be mailed or delivered to each
     tendering holder in the amount of the purchase price, and
     any unpurchased shares of this Series to be returned to the
     holder thereof.

          (h)  If, at the time of the mandatory redemption on the
Mandatory Redemption Date or a Reserve Coverage Offer, the funds
of the corporation legally available for redemption or repurchase
of the shares of this Series are insufficient to redeem or
repurchase such shares, and all of the shares of any other series
of Parity Stock which the corporation is then obligated to
redeem) or repurchase, (i) the total legally available funds
shall be allocated among the shares of this Series and of such
other series in proportion to the aggregate dollar amount of
redemption or other repurchase obligations with respect to this
Series and such other series and (ii) the portion of such funds
allocated to this Series will be used to redeem or repurchase the
maximum possible number of shares, pro rata based upon the number
of shares to be redeemed or delivered for purchase, as the case
may be. At any time thereafter when additional funds of the
corporation become legally available for such purpose, after
giving effect to the foregoing allocation provisions, such funds
shall immediately be used to redeem or purchase, as the case may
be, any additional shares of this Series which the corporation is
obligated to redeem or purchase, as the case may be, but which it
has not so redeemed or purchased.

          (i)  The corporation shall not have the right to redeem
shares of this Series pursuant to Section 4(a) or (b) hereof
unless full cumulative dividends for all past dividend periods
shall have been paid or declared and set aside for payment upon
all outstanding shares of this Series and all outstanding shares
of other series of stock of the corporation ranking, as to
dividends, on a parity with the shares of this Series.

          (j)  The corporation will not consummate or permit any
subsidiary to consummate any transaction involving the
corporation which would cause the Reserve Coverage Ratio to fall
below 5.0 unless, immediately following consummation of such
transaction, the corporation will have sufficient legally
available funds immediately following consummation of such
transaction to complete any Reserve Coverage Offer required as a
result thereof.

          (k)  Definitions. For purposes of this Section 4, the
following terms shall have the meanings indicated:

               (i)  "accrued and unpaid dividends" per share of
     this Series (A) upon redemption on the Mandatory Redemption
     Date, (B) in the case of any Reserve Coverage Offer, (C) in
     the case of any optional redemption and (D) in the case of a
     liquidation event, shall be equal to the sum of (x) the
     aggregate amount of any accrued and unpaid dividends on such
     share through the next preceding Dividend Payment Date
     (calculated as provided in Section 3 hereof) plus (y) a
     proportionate amount of the regular quarterly dividend at
     the Dividend Rate for the period from the day following the
     immediately preceding Dividend Payment Date through the
     redemption date, Purchase Date or date of liquidating
     distribution (calculated on the basis of a year of 360 days
     consisting of twelve 30-day months) multiplied by the
     Reference Gold Price used to calculate the other amounts
     payable to holders of the shares of this Series in
     connection with such redemption, purchase or liquidation
     event. If a quarterly dividend is not declared and paid as
     provided in Section 3 hereof, the unpaid dividend that shall
     cumulate for such Dividend Period will be the amount of the
     dividend that would have been payable on the Dividend
     Payment Date if such dividend had been timely paid.

               (ii) "Calculation Date" means (i) December 31 of
     each year and (ii) the date of the consummation of each
     transaction undertaken by the corporation or any subsidiary
     of the corporation which would either (a) cause the Reserve
     Amount, as estimated by the corporation, to decrease by 50%
     or more from the preceding Calculation Date or (b) cause the
     Reserve Coverage Ratio, as estimated by the corporation, to
     fall below 5.0.

               (iii)     The "Gold Amount" as of any Calculation
     Date means the product of (x) 2.0 ounces of gold and (y) the
     number of shares of this Series issued and outstanding as of
     such Calculation Date less the number of shares of this
     Series acquired by the corporation on or prior to the date
     of preparation of a Corporation Certificate with respect to
     such Calculation Date.

               (iv) The "Reference Gold Price," when used to
     calculate any amount payable with respect to the shares of
     this Series (other than dividends payable on any Dividend
     Payment Date other than the Mandatory Redemption Date) or to
     purchase any shares of this Series on any date means the
     arithmetic average of the London P.M. gold fixing price (or
     A.M. gold fixing price if there is no P.M. gold fixing price
     on the applicable trading date) for an ounce of gold in the
     London bullion market, as published in The Wall Street
     Journal (Eastern Edition) (or, if such prices are not
     published in The Wall Street Journal (Eastern Edition), as
     published in the Financial Times) on each of the twenty
     trading days ending on the second trading day prior to (i)
     in the case of the mandatory redemption of shares of this
     Series, the Mandatory Redemption Date, (ii) in the case of
     any offer to purchase shares of this Series due to a failure
     to meet the minimum Reserve Coverage Ratio on any
     Calculation Date, the date of commencement of such Reserve
     Coverage Offer, (iii) in the case of any optional redemption
     of shares of this Series, the date fixed for such redemption
     and (iv) in the case of a liquidation event, the date 30
     days prior to the date fixed for the liquidating
     distribution. If for any reason gold is not traded during
     any relevant period in the London bullion market or is not
     quoted in U.S. dollars in such market, gold will be valued
     during such period or portion thereof, as the case may be,
     on the basis of trading prices, quoted in U.S. dollars, in
     the then principal international trading market for gold as
     determined by the corporation's Board of Directors.

               (v)  The "Reserve Amount" as of any Calculation
     Date means the corporation's Proportionate Interest in the
     estimated proved and probable gold reserves of the
     corporation and of any entity in which the corporation has a
     direct or indirect beneficial ownership interest. The
     estimated proved and probable gold reserves shall be
     determined based upon evaluation methods generally applied
     by the mining industry. The corporation's "Proportionate
     Interest" in any estimated proved and probable gold reserves
     shall be the corporation's direct or indirect beneficial
     ownership interest in such reserves, giving effect to
     reductions required to reflect any beneficial ownership
     interest of any person other than the corporation in such
     reserves.

               (vi) The "Reserve Coverage Ratio" shall be
     determined as of each Calculation Date by dividing (i) the
     Reserve Amount as of such Calculation Date by (ii) the Gold
     Amount as of such date.

     5.   Voting Rights.  (a) Except for the voting rights
described below and except as otherwise provided by law, the
holders of shares of this Series shall not be entitled to vote on
any matter or to receive notice of, or to participate in, any
meeting of the stockholders of the corporation. Each share of
Preferred Stock of this Series will be entitled to one vote on
matters which holders of such Series are entitled to vote.

          (b)  The shares of this Series shall be entitled to
vote with respect to the election of directors in accordance with
Sections (b)(iv) and (b)(v) of Article FOURTH of the certificate
of incorporation.

          (c)  Whenever dividends payable on shares of this
Series shall be in default in an aggregate amount equal to or
exceeding six full quarterly dividends on all shares of this
Series at the time outstanding, the number of directors then
constituting the Board of Directors of the corporation shall be
increased by two, and holders of shares of this Series shall, in
addition to any other voting rights, have the right, voting
separately as a class together with holders of all other series
of stock of the Company ranking on a parity with shares of this
Series either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable (such other series
of stock being herein referred to as "Other Voting Stock"), to
elect such two additional directors. In such case, the Board of
Directors will be increased by two directors, and the holders of
shares of this Series (either alone or with the holders of Other
Voting Stock) will have the exclusive right as members of such
class, as described above, to elect two directors at the next
annual meeting of stockholders. Whenever such right of the
holders of shares of this Series shall have vested, such right
may be exercised initially either at a special meeting of such
holders as provided in Section 5(d) hereof or at any annual
meeting of stockholders held for the purpose of electing
directors, and thereafter at such annual meetings. The right of
the holders of shares of this Series to vote together as a class
with the holders of shares of any Other Voting Stock shall
continue until such time as all dividends accrued on outstanding
shares of this Series to the Dividend Payment Date next preceding
the date of any such determination shall have been paid in full,
or declared and set apart in trust for payment, at which time the
right of the holders of shares of this Series so to vote shall
terminate, except as herein or by law expressly provided, subject
to revesting upon the occurrence of a subsequent default of the
character mentioned above.

          (d)  At any time when the right of the holders of
shares of this Series to elect directors as provided in Section
5(c) hereof shall have vested, and if such right shall not
already have been initially exercised, a proper officer of the
corporation, upon the written request of the holders of record of
at least 10 % of the aggregate number of shares of this Series
and shares of any Other Voting Stock at the time outstanding,
addressed to the Secretary of the corporation, shall call a
special meeting of the holders of shares of this Series and of
such Other Voting Stock for the purpose of electing directors.
Such meeting shall be held at the earliest practicable date upon
the same form of notice as is required for annual meetings of
stockholders at the place for the holding of annual meetings of
stockholders of the corporation (or such other suitable place as
is designated by such officer). If such meeting shall not be
called by a proper officer of the corporation within 20 days
after personal service of such written request upon the Secretary
of the corporation, or within 20 days after mailing the same
within the United States of America, addressed to the Secretary
of the corporation at its principal office (such mailing to be
evidenced by the registry receipt issued by the postal
authorities), then the holders of record of at least 10% of the
aggregate number of shares of this Series and shares of any Other
Voting Stock at the time outstanding may designate in writing one
of their number to call such a meeting at the expense of the
corporation, and such meeting may be called by such person so
designated upon the same form of notice as is required for annual
meetings of stockholders and shall be held at the place for the
holding of annual meetings of stockholders of the corporation (or
such other suitable place as is designated by such person). Any
holder of shares of this Series so designated shall have access
to the registry books of the corporation for the purpose of
causing a meeting of stockholders to be called pursuant to this
subsection (c). Notwithstanding anything to the contrary
contained in this subsection (d), no such special meeting shall
be called during the period within 90 days immediately preceding
the date fixed for the next annual meeting of stockholders of the
corporation.

          (e)  At any meeting held for the purpose of electing
directors at which holders of shares of this Series shall have
the right, voting together as a class with holders of shares of
any Other Voting Stock to elect directors as provided in Section
5(c) hereof, the presence, in person or by proxy, of the holders
of 33 1/3% of the aggregate number of shares of this Series and
shares of such Other Voting Stock at the time outstanding shall
be required and be sufficient to constitute a quorum of such
class for the election of directors pursuant to such Section
5(c). At any such meeting or adjournment thereof, (i) the absence
of a quorum of the shares of this Series and shares of such Other
Voting Stock shall not prevent the election of the directors to
be elected otherwise than pursuant to Section 5(c) hereof and
(ii) in the absence of a quorum, either of the shares of this
Series and shares of such Other Voting Stock or of any other
shares of stock of the corporation, or both, a majority of the
holders, present in person or by proxy, of the class or classes
of stock which lack a quorum shall have the power to adjourn the
meeting for the election of directors whom they are entitled to
elect, from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

          (f)  During any period when the holders of shares of
this Series shall have the right to vote together as a class with
the holders of shares of any Other Voting Stock for directors as
provided in Section 5(c) hereof, (i) the directors so elected by
such holders shall continue in office until their successors
shall have been elected by such holders or until termination of
the rights of such holders to vote as a class for directors and
(ii) any vacancies in the Board of Directors shall be filled only
by a majority (even if that be only a single director) of the
remaining directors theretofore elected by the holders of the
class or classes of stock which elected the director whose office
shall have become vacant. Immediately upon termination of the
right of holders of this Series and any Other Voting Stock to
vote as a class for directors, (i) the term of office of the
directors so elected shall terminate and (ii) the number of
directors shall be such number as may be provided for in the by-
laws of the corporation irrespective of any increase pursuant to
the provisions of Section 5(c) hereof.

          (g)  In addition to any other vote required by law, the
corporation shall not (i) amend, alter or repeal, whether by
merger, consolidation or otherwise, the provisions of its
certificate of incorporation (including the terms of this Series)
so as to materially and adversely affect any right, preference,
privilege or voting power of this Series or (ii) create,
authorize or issue any series or class of stock ranking prior,
either as to payment of dividends or distributions of assets upon
liquidation, dissolution or winding up, to this Series, without
the affirmative vote or consent of the holders of at least two-
thirds of the aggregate number of shares of this Series at the
time outstanding, voting as a separate class; provided, that any
increase in the total number of authorized shares of Common Stock
(or any series thereof) or Preferred Stock (or any series
thereof), or the creation, authorization or issuance of any
series of stock ranking, as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation, on a parity with the shares of this Series
will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers; provided,
further, that no class vote of the holders of shares of this
Series shall be required if, at or prior to the time when the
actions described in clause (i) or (ii) of this subsection (g)
shall become effective, provision is made in accordance with
Section 4 hereof for the redemption of all shares of this Series
at the time outstanding.

     6.   Preference upon Liquidation.  (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the holders of shares of this Series
shall be entitled to receive, out of the remaining net assets of
the corporation, the Dollar Equivalent Value of 2.0 ounces of
gold in cash for each share of this Series, plus an amount equal
to all dividends (whether or not earned or declared) accrued and
unpaid on each such share up to the date fixed for distribution,
before any distribution shall be made to or set apart for the
holders of any Junior Stock. If, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the remaining net assets of the
corporation are not sufficient to pay to the holders of shares of
this Series the full amount of their preference set forth above,
then the remaining net assets of the corporation shall be divided
among and paid to the holders of shares of this Series, holders
of shares of any other class or series of Preferred Stock, and
holders of shares of any other stock of the corporation on a
parity with this Series as to dividends and distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation ratably per share in proportion to the full
per share amounts to which they respectively are entitled. For
purposes of this subsection (a) and Section 6(b) hereof, a
consolidation or merger of the corporation with one or more other
corporations or the sale of all or substantially all of the
assets of the corporation shall not be deemed to be a voluntary
or involuntary liquidation, dissolution or winding up of the
affairs of the corporation.

          (b)  Subject to the rights of the holders of shares of
any series or class of stock ranking prior to this Series and of
the holders of shares of any stock of the corporation ranking on
a parity as to dividends and distribution of assets upon
liquidation, dissolution or winding up of the affairs of the
corporation, after payment shall have been made in full to the
holders of this Series as provided in Section 6(a) hereof and
this subsection (b), the holders of any Junior Stock shall,
subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to
be paid or distributed, and shares of this Series shall not be
entitled to share therein.

     7.   Taxes. The corporation will pay any and all
documentary, stamp or similar taxes payable to the United States
of America or any political subdivision or taxing authority
thereof or therein in respect of the issue or delivery of
certificates for shares of this Series on redemption of less than
all of the shares represented by any certificate for such shares
surrendered for redemption or pursuant to a Reserve Coverage
Offer; provided, that the corporation shall not be required to
pay any tax which may be payable in respect of any transfer
involved in the issue or delivery of certificates for shares of
this Series in a name other than that of the holder of shares of
this Series to be redeemed or repurchased and no such issue or
delivery shall be made unless and until the person requesting
such issue or delivery has paid to the corporation the amount of
any such tax or has established, to the satisfaction of the
corporation, that such tax has been paid. The corporation extends
no protection with respect to any other taxes imposed in
connection with such redemption or repurchase of shares of this
Series.

     8.   No Other Rights. The shares of this Series shall not
have any relative, participating, optional or other special
rights and powers other than as set forth herein and other than
any which may be provided by law.

     9.   Miscellaneous. Capitalized terms which are defined in
this Exhibit are defined only for the purposes of this Exhibit,
and not for the purposes of other Exhibits to the certificate of
incorporation. Unless otherwise indicated, section references
contained in this Exhibit refer to the corresponding sections of
this Exhibit.



                                                        EXHIBIT C






                   CERTIFICATE OF DESIGNATIONS

                               OF

           GOLD-DENOMINATED PREFERRED STOCK, SERIES II
                   (Par Value $0.10 Per Share)

                               OF

               FREEPORT-McMoRan COPPER & GOLD INC.


     The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
corporation's Gold-Denominated Preferred Stock, Series II are as
set forth below:

     1.   Designation. (a) 215,279 shares of Preferred Stock of
the corporation are hereby constituted as a series of Preferred
Stock designated as "Gold-Denominated Preferred Stock, Series II"
(hereinafter called "this Series"). Each share of this Series
shall be identical in all respects with the other shares of this
Series. The Board of Directors is authorized to increase or
decrease (but not below the number of shares of this Series then
outstanding) the number of shares of this Series.

          (b)  Shares of this Series which have been redeemed for
cash as hereinafter provided or purchased by the corporation
shall be canceled, and shall revert to authorized but unissued
shares of Preferred Stock undesignated as to series, and may be
reissued as a part of this Series or may be reclassified and
reissued as part of a new or existing series of Preferred Stock
to be created by resolution or resolutions of the Board of
Directors, all subject to the conditions or restrictions on
issuance set forth in any resolution or resolutions adopted by
the Board of Directors providing for the issue of such series of
Preferred Stock.

     2.   Dividends. (a) The holders of shares of this Series
shall be entitled to receive, but only out of funds legally
available therefor, cash dividends as hereinafter provided. Such
dividends shall be paid when, as and if declared by the Board of
Directors on the first day of February, May, August and November
in each year until and including February 1, 2006 (each such date
being referred to herein as a "Dividend Payment Date") to holders
of record on the record date determined by the Board of Directors
in advance of the payment of each particular dividend; provided
that dividends payable on February 1, 2006 (the "Mandatory
Redemption Date") shall be paid as provided in Section 4 hereof.
Such dividends shall be cumulative from the date of original
issuance of the shares of this Series.

          (b)  So long as any shares of this Series shall be
outstanding, the corporation shall not, unless full cumulative
dividends for all past dividend periods shall have been paid or
declared and set apart for payment upon all outstanding shares of
this Series and the shares of any other class or series of
Preferred Stock (including the Gold-Denominated Preferred Stock,
the Silver-Denominated Preferred Stock, the Step-Up Convertible
Preferred Stock and the 7 % Convertible Exchangeable Preferred
Stock) and any other class or series of stock of the corporation
ranking, as to dividends, on a parity with shares of this Series
(the shares of any other class or series of Preferred Stock and
any other class or series of stock of the corporation ranking, as
to dividends, on a parity with shares of this Series being herein
referred to as "Parity Dividend Stock"), (i) declare, pay or set
apart any amounts for dividends on, or make any other
distribution in cash or other property in respect of, the Class A
Common Stock of the corporation, the Class B Common Stock of the
corporation or any other stock of the corporation ranking junior
to this Series as to dividends or distribution of assets upon
liquidation, dissolution or winding up of the affairs of the
corporation (the Class A Common Stock, the Class B Common Stock
and any such other stock being herein referred to as "Junior
Stock"), other than a dividend payable solely in Junior Stock,
(ii) purchase, redeem or otherwise acquire for value any shares
of Junior Stock, directly or indirectly, other than as a result
of a reclassification, exchange or conversion of one Junior Stock
for or into another Junior Stock, or other than through the use
of proceeds of a substantially contemporaneous sale of other
Junior Stock, or (iii) make any payment on account of, or set
aside money for, a sinking or other like fund for the purchase,
redemption or other acquisition for value of any shares of Junior
Stock. For purposes of this Section 2 and of Section 4(f) hereof,
if any depositary shares have been issued with respect to any
series of stock, actions with respect to such depositary shares,
including acquisition of and payments on or with respect to such
depositary shares, shall be regarded as actions with respect to
such series of stock.

          (c)  If the funds available for the payment of
dividends are insufficient to pay in full the dividends payable
on all outstanding shares of this Series and shares of Parity
Dividend Stock, the total available funds to be paid in partial
dividends on the shares of this Series and shares of Parity
Dividend Stock shall be divided among this Series and the Parity
Dividend Stock in proportion to the aggregate amounts of
dividends accrued and unpaid with respect to this Series and the
Parity Dividend Stock.  Accruals of dividends shall not bear
interest.

     3.   Dividend Rate. (a) The Dividend Rate per quarter on
each share of this Series shall be an amount equal to the Dollar
Equivalent Value (as defined below) of 0.01625 ounces of gold.
"Dollar Equivalent Value" means the applicable Reference Gold
Price multiplied by the applicable number of ounces of gold.
"Reference Gold Price" means, when used to calculate the amount
of any dividend payable on any Dividend Payment Date (other than
the Mandatory Redemption Date, as to which the calculation shall
be made as provided in Section 4(k)(v) hereof), the arithmetic
average of the London P.M. gold fixing price (or A.M. gold fixing
price if there is no P.M. gold fixing price on the applicable
trading date) for an ounce of gold in the London bullion market
on each of the five trading days ending on the second trading day
prior to the last day of the calendar quarter immediately
preceding such Dividend Payment Date, as published in The Wall
Street Journal (Eastern Edition) (or, if such prices are not
published in The Wall Street Journal, as published in the
Financial Times). If for any reason gold is not traded during any
relevant period in the London bullion market or is not quoted in
U.S. dollars in such market, gold will be valued during such
period or portion thereof, as the case may be, on the basis of
trading prices, quoted in U.S. dollars, in the then principal
international trading market for gold as determined by the
corporation's Board of Directors. On or before the fifth business
day preceding each record date for the payment of a dividend in
respect of the shares of this Series, the corporation will cause
to be published in The Wall Street Journal (Eastern Edition) or,
if such newspaper is not then published, in a newspaper or other
publication of national circulation, the amount of the dividend
payable in respect of each share of this Series (and if the
shares of this Series are represented by depositary shares, the
amount so payable per depositary share) on the next succeeding
Dividend Payment Date.

          (b)  Dividends shall be calculated on the basis of a
year of 360 days consisting of 12 30-day months. The term
"Dividend Period", as used herein, means, with respect to any
Dividend Payment Date, the period commencing on the day following
the immediately preceding Dividend Payment Date to and including
such Dividend Payment Date.

     4.   Redemption. (a) The shares of this Series shall be
subject to mandatory redemption by the corporation, out of funds
legally available therefor, on the Mandatory Redemption Date at
the Dollar Equivalent Value of 2.0 ounces of gold per share plus
accrued and unpaid dividends (as hereinafter defined) to the
Mandatory Redemption Date.

          (b)  The shares of this Series shall not be subject to
redemption at the option of the corporation except as described
in this subsection (b). If on any Dividend Payment Date the total
number of shares of this Series outstanding shall be less than 15
% of the total number of shares of this Series outstanding on the
40th day following the date of original issuance of the shares of
this Series, the corporation shall have the option to redeem the
outstanding shares of this Series, in whole but not in part, out
of funds legally available therefor, at an amount equal to the
Dollar Equivalent Value of 2.0 ounces of gold per share plus
accrued and unpaid dividends (as hereinafter defined) to the date
fixed for redemption. For purposes of determining the number of
shares of this Series outstanding on any Dividend Payment Date,
the shares of this Series acquired by the corporation on or prior
to such Dividend Payment Date and not theretofore canceled (or in
the case of any shares of this Series represented by depositary
shares, the depositary shares representing shares of this Series
acquired by the corporation on or prior to such Dividend Payment
Date and not theretofore delivered to the depositary for the
depositary shares for cancellation) shall be deemed to be
outstanding. Notice of any such redemption as described in this
Section 4(b) shall be mailed to holders of the shares of this
Series within 30 days after such Dividend Payment Date in
accordance with the provisions of Section 4(c) hereof.

          (c)  At least 30 days but no more than 60 days prior to
the date fixed for redemption of the shares of this Series in
accordance with Section 4(a) or (b) hereof (the "Call Date"), a
written notice will be mailed to each holder of record (and each
beneficial owner to the extent required by law) of shares of this
Series to be redeemed, notifying such holder of the corporation's
election to redeem such shares if such redemption is pursuant to
Section 4(b) hereof, setting forth the method for determining the
amount payable per share of this Series on the Call Date, stating
the Call Date and calling upon such holder to surrender to the
corporation on the Call Date at the place designated in such
notice the certificate or certificates representing the shares
called for redemption.

          (d)  At any time after a notice of redemption has been
given in the manner prescribed in Section 4(a) or (b) hereof and
the amount payable on the date fixed for redemption can be
determined by the corporation, and prior to the date fixed for
redemption, the corporation may deposit in trust, with a bank or
trust company identified in the notice of redemption having
capital, surplus and undistributed profits aggregating at least
$50,000,000, an aggregate amount of funds sufficient for such
redemption (including dividends accrued on the shares of this
Series called for redemption to the date fixed for redemption)
for immediate payment in the appropriate amounts upon surrender
of certificates for such shares. Any interest accrued on such
funds shall be paid to the corporation from time to time. Such
deposit in trust shall be irrevocable, except that any funds
deposited by the corporation which are unclaimed at the end of
two years from the date fixed for such redemption shall be paid
over to the corporation upon its request, and upon such repayment
the holders of the shares so called for redemption shall look
only to the corporation for payment of the appropriate amount.

          (e)  From and after the date fixed for redemption
(unless the corporation shall default in making payment of the
amount payable upon such redemption), whether or not certificates
for shares so called for redemption have been surrendered by the
holders thereof as described below, dividends on the shares of
this Series so called for redemption shall cease to accrue, and
from and after the date of the deposit of trust funds for the
redemption of shares of this Series in accordance with the
provisions of Section 4(d) hereof, such shares shall be deemed to
be no longer outstanding, and all rights of the holders thereof
as stockholders of the corporation (except the right to receive
from the corporation the amount payable upon such redemption)
shall cease and terminate. Upon surrender in accordance with the
notice of redemption of the certificates for any shares of this
Series so redeemed (properly endorsed or assigned for transfer if
the corporation shall so require and the notice shall so state),
the holder thereof shall be entitled to receive payment of the
redemption price plus an amount equal to all accrued and unpaid
dividends as aforesaid.

          (f)  If the corporation shall have failed to redeem all
outstanding shares of this Series on the Mandatory Redemption
Date then, until it shall have redeemed all outstanding Shares of
this Series, the corporation may not (i) declare, pay or set
apart any amounts for dividends on, or make any other
distribution in cash or other property in respect of, any Junior
Stock other than a dividend payable solely in Junior Stock, (ii)
purchase, redeem or otherwise acquire for value any shares of
Junior Stock, directly or indirectly, other than as a result of a
reclassification, exchange or conversion of one Junior Stock for
or into another Junior Stock, or other than through the use of
proceeds of a substantially contemporaneous sale of other Junior
Stock, (iii) make any payment on account of, or set aside money
for, a sinking or other like fund for the purchase, redemption or
other acquisition for value of any shares of Junior Stock or (iv)
purchase, redeem or otherwise acquire for value any shares of
stock of the corporation ranking on a parity with the shares of
this Series as to dividends or distribution of assets upon
liquidation, dissolution or winding up ("Parity Stock").

          (g)  (i) Within 90 days following each Calculation Date
     (as defined below), the corporation shall be required to
     prepare a certificate (a "Corporation Certificate") setting
     forth its determination of the Reserve Amount (as defined
     below) as of such Calculation Date. If the Reserve Amount,
     as shown on the Corporation Certificate prepared with
     respect to any Calculation Date is less than the Aggregate
     Reserve Requirement (as defined below) as of such
     Calculation Date, the corporation will be required to make
     an offer (a "Reserve Coverage Offer") to purchase, out of
     funds legally available therefor, at a price equal to the
     liquidation preference thereof as of the Purchase Date (as
     hereinafter defined), plus accrued and unpaid dividends (as
     defined below) thereon to the Purchase Date, a sufficient
     number of shares of this Series and of other Gold Parity
     Stock (as defined below) (or the depositary shares, if any,
     issued with respect thereto) such that, if all such shares
     had been repurchased on the relevant Calculation Date, the
     Reserve Amount on that date would have been greater than or
     equal to the Aggregate Reserve Requirement on such date. If
     the Corporation Certificate prepared with respect to any
     Calculation Date shows that the Reserve Amount is less than
     the Aggregate Reserve Requirement on such date, the
     corporation shall include in such Corporation Certificate
     its calculation of the number of shares of this Series (or
     related depositary shares) and the number of shares of other
     Parity Stock (or related depositary shares) it intends to
     offer to purchase to satisfy the foregoing requirements
     (such number with respect to any series being referred to as
     the "Offer Amount" with respect to such series). The
     corporation, in its sole discretion, may determine the
     number of shares, if any, of this Series (or related
     depositary shares) and the number of shares, if any, of each
     other series of Gold Parity Stock (or related depositary
     shares) to which a Reserve Coverage Offer will be made so
     long as such requirements are satisfied.

               (ii) If required to make a Reserve Coverage Offer,
     the corporation will commence such offer not more than 60
     days after the date of the Corporation Certificate prepared
     with respect to the applicable Calculation Date, by mailing
     a notice to all holders of record of the shares of each
     series included in such Reserve Coverage Offer setting forth
     (A) that such notice is being given pursuant to a Reserve
     Coverage Offer, (B) the Offer Amount with respect to such
     series, (C) the method for determining the amount payable
     per share of such series on the Purchase Date, (D) the last
     date (the "Purchase Date"), which shall not be less than 30
     nor more 60 days after the date of such notice, by which a
     holder must elect whether to accept the Reserve Coverage
     Offer, (E) the procedures that such holder must follow to
     exercise its rights and (F) the procedures for withdrawing
     an election. The corporation shall also cause a copy of such
     notice to be published in The Wall Street Journal (Eastern
     Edition) or another daily newspaper of national circulation.

               (iii)     Holders of shares of any series electing
     to have shares of such series purchased by the corporation
     pursuant to a Reserve Coverage Offer will be required to
     surrender the certificates representing such shares, with an
     appropriate form duly completed, to the corporation prior to
     the Purchase Date. Holders will be entitled to withdraw an
     election by a written notice of withdrawal delivered to the
     corporation prior to the close of business on the Purchase
     Date. The notice of withdrawal shall state the number of
     shares and certificate numbers to which the notice of
     withdrawal relates and the number of shares and certificate
     numbers, if any, which remain subject to the election. If
     the aggregate number of shares of any series tendered
     exceeds the Offer Amount with respect to such series, the
     corporation will select the shares of such series to be
     purchased on a pro rata basis as nearly as practicable. The
     corporation shall, as promptly as reasonably practicable
     after the Purchase Date, cause payment to be mailed or
     delivered to each tendering holder in the amount of the
     purchase price, and any unpurchased shares to be returned to
     the holder thereof.

          (h)  If, at the time of the mandatory redemption on the
Mandatory Redemption Date or of a Reserve Coverage Offer, the
funds of the corporation legally available for redemption or
repurchase of the shares of this Series are insufficient to
redeem or repurchase all of such shares and all of the shares of
any other series of Parity Stock which the corporation is then
obligated to redeem or repurchase, (i) the total legally
available funds shall be allocated among the shares of this
Series and of such other series in proportion to the aggregate
dollar amount of redemption or other repurchase obligations with
respect to this Series and such other series and (ii) the portion
of such funds allocated to this Series will be used to redeem or
repurchase the maximum possible number of shares of this Series,
pro rata based upon the number of shares to be redeemed or
delivered for repurchase, as the case may be. At any time
thereafter when additional funds of the corporation become
legally available for such purpose, after giving effect to the
foregoing allocation provisions, such funds shall immediately be
used to redeem or repurchase, as the case may be, any additional
shares of this Series which the corporation is obligated to
redeem or repurchase, as the case may be, but which it has not so
redeemed or repurchased.

          (i)  The corporation shall not have the right to redeem
shares of this Series pursuant to Section 4(a) or (b) hereof
unless full cumulative dividends for all past dividend periods
shall have been paid or declared and set aside for payment upon
all outstanding shares of this Series and all outstanding shares
of other series of stock of the corporation ranking, as to
dividends, on a parity with the shares of this Series.

          (j)  The corporation will not consummate or permit any
subsidiary to consummate any transaction involving the
corporation which would cause the Reserve Amount to fall below
the Aggregate Reserve Requirement immediately after consummation
of such transaction unless the corporation will have sufficient
legally available funds immediately following consummation of
such transaction to complete any Reserve Coverage Offer required
as a result thereof.

          (k)  Definitions. For purposes of this Section 4, the
following terms shall have the meanings indicated:

               (i)  "accrued and unpaid dividends" per share of
     this Series (A) upon redemption on the Mandatory Redemption
     Date, (B) in the case of any Reserve Coverage Offer, (C) in
     the case of any optional redemption and (D) in the case of a
     liquidation event, shall be equal to the sum of (x) the
     aggregate amount of any accrued and unpaid dividends on such
     share through the next preceding Dividend Payment Date
     (calculated as provided in Section 3 hereof) plus (y) a
     proportionate amount of the regular quarterly dividend at
     the Dividend Rate for the period from the day following the
     immediately preceding Dividend Payment Date through the
     redemption date, Purchase Date or date of liquidating
     distribution (calculated on the basis of a year of 360 days
     consisting of twelve 30-day months) multiplied by the
     Reference Gold Price used to calculate the other amounts
     payable to holders of the shares of this Series in
     connection with such redemption, purchase or liquidation
     event. If a quarterly dividend is not declared and paid as
     provided in Section 3, the unpaid dividend that shall
     cumulate for such Dividend Period will be the amount of the
     dividend that would have been payable on the Dividend
     Payment Date if such dividend had been timely paid.

               (ii) "Aggregate Reserve Requirement" as of any
     Calculation Date means the sum of the individual Reserve
     Coverage Requirements with respect to each series of Gold
     Parity Stock, including this Series.

               (iii)     "Calculation Date" means (i) December 31
     of each year and (ii) the date of the consummation of each
     transaction undertaken by the corporation or any subsidiary
     of the corporation which would either (a) cause the Reserve
     Amount, as estimated by the corporation, to decrease by 50 %
     or more from the preceding Calculation Date or (b) cause the
     Reserve Amount, as estimated by the corporation, to fall
     below the Aggregate Reserve Requirement on such date.

               (iv) "Gold Parity Stock" means any series of
     Parity Stock the liquidation preference of which is based on
     specified amounts of gold or the Dollar Equivalent Value
     thereof.

               (v)  "Reference Gold Price", when used to
     calculate any amount payable with respect to the shares of
     this Series (other than dividends payable on any Dividend
     Payment Date other than the Mandatory Redemption Date) or to
     purchase any shares of this Series on any date means the
     arithmetic average of the London P.M. gold fixing price (or
     A.M. gold fixing price if there is no P.M. gold fixing price
     on the applicable trading date) for an ounce of gold in the
     London bullion market, as published in The Wall Street
     Journal (Eastern Edition) (or, if such prices are not
     published in The Wall Street Journal (Eastern Edition), as
     published in the Financial Times) on each of the twenty
     trading days ending on the second trading day prior to (i)
     in the case of the mandatory redemption of shares of this
     Series, the Mandatory Redemption Date, (ii) in the case of
     any Reserve Coverage Offer, the date of commencement
     thereof, (iii) in the case of any optional redemption of
     shares of this Series, the date fixed for such redemption
     and (iv) in the case of a liquidation event, the date 30
     days prior to the date fixed for the liquidating
     distribution. If for any reason gold is not traded during
     any relevant period in the London bullion market or is not
     quoted in U.S. dollars in such market, gold will be valued
     during such period or portion thereof, as the case may be,
     on the basis of trading prices, quoted in U.S. dollars, in
     the then principal international trading market for gold as
     determined by the corporation's Board of Directors.

               (vi) "Required Coverage Multiplier" means (x) 5.0
     with respect to this Series, (y) with respect to any other
     series of Gold Parity Stock having the benefit of a
     provision requiring an offer similar to the Reserve Coverage
     Offer, the multiplier applicable thereto by the terms of
     such other series, and (z) 1.0 with respect to any other
     series of Gold Parity Stock.

               (vii)     "Reserve Amount" as of any Calculation
     Date means the corporation's Proportionate Interest in the
     estimated proved and probable gold reserves of the
     corporation and of any entity in which the corporation has a
     direct or indirect beneficial ownership interest. The
     estimated proved and probable gold reserves shall be
     determined based upon evaluation methods generally applied
     by the mining industry. The corporation's "Proportionate
     Interest" in any estimated proved and probable gold reserves
     shall be the corporation's direct or indirect beneficial
     ownership interest in such reserves, giving effect to
     reductions required to reflect any beneficial ownership
     interest of any person other than the corporation in such
     reserves.

               (viii)    "Reserve Coverage Requirement" with
     respect to any series of Gold Parity Stock shall mean the
     product of (x) the aggregate liquidation preference of all
     outstanding shares of such series (expressed in ounces of
     gold) times (y) the Required Coverage Multiplier applicable
     to such series. With respect to any series with respect to
     which depositary shares have been issued, the aggregate
     liquidation preference of such series shall be determined on
     the basis of the number of such depositary shares as are
     issued and outstanding as of the applicable Calculation Date
     (excluding any depositary shares which have been acquired by
     the corporation on or prior to the date of the preparation
     of the corporation Certificate with respect to such
     Calculation Date).

     5.   Voting Rights.  (a) Except for the voting rights
described below and except as otherwise required by law, the
holders of shares of this Series shall not be entitled to vote on
any matter or to receive notice of, or to participate in, any
meeting of the stockholders of the corporation. Each share of
Preferred Stock of this Series will be entitled to one vote on
matters which holders of such Series are entitled to vote.

          (b)  The shares of this Series shall be entitled to
vote with respect to the election of directors in accordance with
Sections (b)(4) and (b)(5) of Article FOURTH of the certificate
of incorporation.

          (c)  Whenever dividends payable on shares of this
Series shall be in default in an aggregate amount equal to or
exceeding six full quarterly dividends on all shares of this
Series at the time outstanding, the number of directors then
constituting the Board of Directors of the corporation shall be
increased by two, and holders of shares of this Series shall, in
addition to any other voting rights, have the right, voting
separately as a class together with holders of all other series
of stock of the Company ranking on a parity with shares of this
Series either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable (such other series
of stock being herein referred to as "Other Voting Stock"), to
elect such two additional directors. In such case, the Board of
Directors will be increased by two directors, and the holders of
shares of this Series (either alone or with the holders of Other
Voting Stock) will have the exclusive right as members of such
class, as described above, to elect two directors at the next
annual meeting of stockholders. Whenever such right of the
holders of shares of this Series shall have vested, such right
may be exercised initially either at a special meeting of such
holders as provided in Section 5(d) hereof or at any annual
meeting of stockholders held for the purpose of electing
directors, and thereafter at such annual meetings. The right of
the holders of shares of this Series to vote together as a class
with the holders of shares of any Other Voting Stock shall
continue until such time as all dividends accrued on outstanding
shares of this Series to the Dividend Payment Date next preceding
the date of any such determination shall have been paid in full,
or declared and set apart in trust for payment, at which time the
right of the holders of shares of this Series so to vote shall
terminate, except as herein or by law expressly provided, subject
to revesting upon the occurrence of a subsequent default of the
character mentioned above.

          (d)  At any tine when the right of the holders of
shares of this Series to elect directors as provided in Section
5(c) hereof shall have vested, and if such right shall not
already have been initially exercised, a proper officer of the
corporation, upon the written request of the holders of record of
at least 10% of the aggregate number of shares of this Series and
shares of any Other Voting Stock at the time outstanding,
addressed to the Secretary of the corporation, shall call a
special meeting of the holders of shares of this Series and of
such Other Voting Stock for the purpose of electing directors.
Such meeting shall be held at the earliest practicable date upon
the same form of notice as is required for annual meetings of
stockholders at the place for the holding of annual meetings of
stockholders of the corporation (or such other suitable place as
is designated by such officer). If such meeting shall not be
called by a proper officer of the corporation within 20 days
after personal service of such written request upon the Secretary
of the corporation, or within 20 days after mailing the same
within the United States of America, addressed to the Secretary
of the corporation at its principal office (such mailing to be
evidenced by the registry receipt issued by the postal
authorities), then the holders of record of at least 10% of the
aggregate number of shares of this Series and shares of any Other
Voting Stock at the time outstanding may designate in writing one
of their number to call such a meeting at the expense of the
corporation, and such meeting may be called by such person so
designated upon the same form of notice as is required for annual
meetings of stockholders and shall be held at the place for the
holding of annual meetings of stockholders of the corporation (or
such other suitable place as is designated by such person). Any
holder of shares of this Series so designated shall have access
to the registry books of the corporation for the purpose of
causing a meeting of stockholders to be called pursuant to this
subsection (d). Notwithstanding anything to the contrary
contained in this subsection (d), no such special meeting shall
be called during the period within 90 days immediately preceding
the date fixed for the next annual meeting of stockholders of the
corporation.

          (e)  At any meeting held for the purpose of electing
directors at which holders of shares of this Series shall have
the right, voting together as a class with holders of shares of
any Other Voting Stock to elect directors as provided in Section
5(c) hereof, the presence, in person or by proxy, of the holders
of 33 1/3% of the aggregate number of shares of this Series and
shares of such Other Voting Stock at the time outstanding shall
be required and be sufficient to constitute a quorum of such
class for the election of directors pursuant to such Section
5(c). At any such meeting or adjournment thereof, (i) the absence
of a quorum of the shares of this Series and shares of such Other
Voting Stock shall not prevent the election of the directors to
be elected otherwise than pursuant to Section 5(c) hereof and
(ii) in the absence of a quorum, either of the shares of this
Series and shares of such Other Voting Stock or of any other
shares of stock of the corporation, or both, a majority of the
holders, present in person or by proxy, of the class or classes
of stock which lack a quorum shall have the power to adjourn the
meeting for the election of directors whom they are entitled to
elect, from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

          (f)  During any period when the holders of shares of
this Series shall have the right to vote together as a class with
the holders of shares of any Other Voting Stock for directors as
provided in Section 5(c) hereof, (i) the directors so elected by
such holders shall continue in office until their successors
shall have been elected by such holders or until termination of
the rights of such holders to vote as a class for directors and
(ii) any vacancies in the Board of Directors shall be filled only
by a majority (even if that be only a single director) of the
remaining directors theretofore elected by the holders of the
class or classes of stock which elected the director whose office
shall have become vacant. Immediately upon termination of the
right of holders of this Series and any Other Voting Stock to
vote as a class for directors, (i) the term of office of the
directors so elected shall terminate and (ii) the number of
directors shall be such number as may be provided for in the by-
laws of the corporation irrespective of any increase pursuant to
the provisions of Section 5(c) hereof.

          (g)  In addition to any other vote required by law, the
corporation shall not (i) amend, alter or repeal, whether by
merger, consolidation or otherwise, the provisions of its
certificate of incorporation (including the terms of this Series)
so as to materially and adversely affect any right, preference,
privilege or voting power of this Series or (ii) create,
authorize or issue any series or class of stock ranking prior,
either as to payment of dividends or distributions of assets upon
liquidation, dissolution or winding up, to this Series, without
the affirmative vote or consent of the holders of at least two-
thirds of the aggregate number of shares of this Series at the
time outstanding, voting as a separate class; provided, that any
increase in the total number of authorized shares of Common Stock
(or any series thereof) or Preferred Stock (or any series
thereof), or the creation, authorization or issuance of any
series of stock ranking, as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation, on a parity with the shares of this Series
will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers; provided,
further, that no class vote of the holders of shares of this
Series shall be required if, at or prior to the time when the
actions described in clause (i) or (ii) of this subsection 5(g)
shall become effective, provision is made in accordance with
Section 4 hereof for the redemption of all shares of this Series
at the time outstanding.

     6.   Preference upon Liquidation.  (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the holders of shares of this Series
shall be entitled to receive, out of the remaining net assets of
the corporation, the Dollar Equivalent Value of 2.0 ounces of
gold in cash for each share of this Series, plus an amount equal
to all dividends (whether or not earned or declared) accrued and
unpaid on each such share up to the date fixed for distribution,
before any distribution shall be made to or set apart for the
holders of any Junior Stock. If, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the remaining net assets of the
corporation are not sufficient to pay to the holders of shares of
this Series the full amount of their preference set forth above,
then the remaining net assets of the corporation shall be divided
among and paid to the holders of shares of this Series, holders
of shares of any other class or series of Preferred Stock and
holders of shares of any other stock of the corporation on a
parity with this Series as to dividends and distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation ratably per share in proportion to the full
per share amounts to which they respectively are entitled. For
purposes of this subsection (a) and Section 6(b) hereof, a
consolidation or merger of the corporation with one or more other
corporations or the sale of all or substantially all of the
assets of the corporation shall not be deemed to be a voluntary
or involuntary liquidation, dissolution or winding up of the
affairs of the corporation.

          (b)  Subject to the rights of the holders of shares of
any series or class of stock ranking prior to this Series and of
the holders of shares of any stock of the corporation ranking on
a parity as to dividends and distribution of assets upon
liquidation, dissolution or winding up of the affairs of the
corporation, after payment shall have been made in full to the
holders of this Series as provided in Section 6(a) hereof and
this subsection (b), the holders of any Junior Stock shall,
subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to
be paid or distributed, and shares of this Series shall not be
entitled to share therein.

     7.   Taxes.  The corporation will pay any and all
documentary, stamp or similar taxes payable to the United States
of America or any political subdivision or taxing authority
thereof or therein in respect of the issue or delivery of
certificates for shares of this Series on redemption of less than
all of the shares represented by any certificate for such shares
surrendered for redemption or pursuant to a Reserve Coverage
Offer; provided, that the corporation shall not be required to
pay any tax which may be payable in respect of any transfer
involved in the issue or delivery of certificates for shares of
this Series in a name other than that of the holder of shares of
this Series to be redeemed or repurchased and no such issue or
delivery shall be made unless and until the person requesting
such issue or delivery has paid to the corporation the amount of
any such tax or has established, to the satisfaction of the
corporation, that such tax has been paid. The corporation extends
no protection with respect to any other taxes imposed in
connection with such redemption or repurchase of shares of this
Series.

     8.   No Other Rights.  The shares of this Series shall not
have any relative, participating, optional or other special
rights and powers other than as set forth herein and other than
any which may be provided by law.

     9.   Miscellaneous.  Capitalized terms which are defined in
this Exhibit are defined only for the purposes of this Exhibit,
and not for the purposes of other Exhibits to the certificate of
incorporation. Unless otherwise indicated, section references
contained in this Exhibit refer to the corresponding sections of
this Exhibit.



                                                        EXHIBIT D






                   CERTIFICATE OF DESIGNATIONS

                               OF

               SILVER-DENOMINATED PREFERRED STOCK
                   (Par Value $0.10 Per Share)

                               OF

               FREEPORT-McMoRan COPPER & GOLD INC.


     The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
corporation's Silver-Denominated Preferred Stock are as set forth
below:

     1.   Designation. (a) 119,000 shares of Preferred Stock of
the corporation are hereby constituted as a series of Preferred
Stock designated as "Silver-Denominated Preferred Stock"
(hereinafter called "this Series"). Each share of this Series
shall be identical in all respects with the other shares of this
Series. The Board of Directors is authorized to increase or
decrease (but not below the number of shares of this Series then
outstanding) the number of shares of this Series.

          (b)  Shares of this Series which have been redeemed for
cash as hereinafter provided or purchased by the corporation
shall be canceled, and shall revert to authorized but unissued
shares of Preferred Stock undesignated as to series, and may be
reissued as a part of this Series or may be reclassified and
reissued as part of a new or existing series of Preferred Stock
to be created by resolution or resolutions of the Board of
Directors, all subject to the conditions or restrictions on
issuance set forth in any resolution or resolutions adopted by
the Board of Directors providing for the issue of such series of
Preferred Stock.

     2.   Dividends. (a) The holders of shares of this Series
shall be entitled to receive, but only out of funds legally
available therefor, cash dividends as hereinafter provided. Such
dividends shall be paid when, as and if declared by the Board of
Directors on the first day of February, May, August and November
in each year until and including August 1, 2006 (or, if any
shares of this Series remain outstanding after August 1, 2006,
the last such date thereafter on which any shares of this Series
remain outstanding) (each such date being referred to herein as a
"Dividend Payment Date") to holders of record on the record date
determined by the Board of Directors in advance of the payment of
each particular dividend. Such dividends shall be cumulative from
the date of original issuance of the shares of this Series.

          (b)  So long as any shares of this Series shall be
outstanding, the corporation shall not, unless full cumulative
dividends for all past dividend periods shall have been paid or
declared and set apart for payment upon all outstanding shares of
this Series and the shares of any other class or series of
Preferred Stock (including the Gold-Denominated Preferred Stock,
the Gold-Denominated Preferred Stock, Series II, the Step-Up
Convertible Preferred Stock and the 7 % Convertible Exchangeable
Preferred Stock) and any other class or series of stock of the
corporation ranking, as to dividends, on a parity with shares of
this Series (the shares of any other class or series of Preferred
Stock and any other class or series of stock of the corporation
ranking, as to dividends, on a parity with shares of this Series
being herein referred to as "Parity Dividend Stock"), (i)
declare, pay or set apart any amounts for dividends on, or make
any other distribution in cash or other property in respect of,
the Class A Common Stock of the corporation, the Class B Common
Stock of the corporation or any other stock of the corporation
ranking junior to this Series as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation (the Class A Common Stock, the Class B Common
Stock and any such other stock being herein referred to as
"Junior Stock"), other than a dividend payable solely in Junior
Stock, (ii) purchase, redeem or otherwise acquire for value any
shares of Junior Stock, directly or indirectly, other than as a
result of a reclassification, exchange or conversion of one
Junior Stock for or into another Junior Stock, or other than
through the use of proceeds of a substantially contemporaneous
sale of other Junior Stock, or (iii) make any payment on account
of, or set aside money for, a sinking or other like fund for the
purchase, redemption or other acquisition for value of any shares
of Junior Stock. For purposes of this Section 2 and of Section
4(f) hereof, if any depositary shares have been issued with
respect to any series of stock, actions with respect to such
depositary shares, including acquisition of and payments on or
with respect to such depositary shares, shall be regarded as
actions with respect to such series of stock.

          (c)  If the funds available for the payment of
dividends are insufficient to pay in full the dividends payable
on all outstanding shares of this Series and shares of Parity
Dividend Stock, the total available funds to be paid in partial
dividends on the shares of this Series and shares of Parity
Dividend Stock shall be divided among this Series and the Parity
Dividend Stock in proportion to the aggregate amounts of
dividends accrued and unpaid with respect to this Series and the
Parity Dividend Stock. Accruals of dividends shall not bear
interest.

     3.   Dividend Rate. (a) The Dividend Rate per quarter on
each share of this Series shall be an amount equal to the Dollar
Equivalent Value (as defined below) of 1.65 ounces of silver.
"Dollar Equivalent Value" means the applicable Reference Silver
Price multiplied by the applicable number of ounces of silver.
"Reference Silver Price" means, when used to calculate the amount
of any dividend payable on any Dividend Payment Date, the
arithmetic average of the London silver fixing spot price for an
ounce of silver in the London bullion market on each of the
twenty trading days ending on the second trading day prior to the
last day of the calendar quarter immediately preceding such
Dividend Payment Date, as published in The Wall Street Journal
(Eastern Edition) (or, if such prices are not published in The
Wall Street Journal, as published in the Financial Times). If for
any reason silver is not traded during any relevant period in the
London bullion market or is not quoted in U.S. dollars in such
market, silver will be valued during such period or portion
thereof, as the case may be, on the basis of trading prices,
quoted in U.S. dollars, in the then principal international
trading market for silver as determined by the corporation's
Board of Directors. On or before the fifth business day preceding
each record date for the payment of a dividend in respect of the
shares of this Series, the corporation will cause to be published
in The Wall Street Journal (Eastern Edition) or, if such
newspaper is not then published, in a newspaper or other
publication of national circulation, the amount of the dividend
payable in respect of each share of this Series (and, if the
shares of this Series are represented by depositary shares, the
amount so payable per depositary share) on the next succeeding
Dividend Payment Date.

          (b)  Dividends shall be calculated on the basis of a
year of 360 days consisting of 12 30-day months. The term
"Dividend Period", as used herein, means, with respect to any
Dividend Payment Date, the period commencing on the day following
the immediately preceding Dividend Payment Date to and including
such Dividend Payment Date.

     4.   Redemption. (a) The Company will redeem annually on
August 1 beginning in 1999, out of funds legally available
therefor, a number of shares of this Series equal to one eighth
of the total number of shares of this Series outstanding
immediately after the date of original issuance of the shares of
this Series (including any shares issued pursuant to
underwriters' over-allotment options) (the "Original Shares"), at
the Dollar Equivalent Value per share of 160 ounces of silver.

          (b)  The shares of this Series shall not be subject to
redemption at the option of the corporation except as described
in this subsection (b). If at any time the total number of
outstanding depositary shares representing shares of this Series
(the "Depositary Shares") shall be less than 15 % of the total
number of Depositary Shares representing shares of this Series
outstanding immediately after the date of original issuance of
the shares of this Series, the corporation shall have the option
to redeem the outstanding shares of this Series, in whole but not
in part, on any subsequent Dividend Payment Date out of funds
legally available therefor, at an amount equal to the Dollar
Equivalent Value of 160 ounces of silver per share plus accrued
and unpaid dividends (as hereinafter defined) to the date fixed
for redemption. For purposes of determining the number of shares
of this Series outstanding on any Dividend Payment Date, the
shares of this Series acquired by the corporation on or prior to
such Dividend Payment Date and not theretofore canceled (or in
the case of any shares of this Series represented by depositary
shares, the depositary shares representing shares of this Series
acquired by the corporation on or prior to such Dividend Payment
Date and not theretofore delivered to the depositary for the
depositary shares for cancellation) shall be deemed to be
outstanding. Notice of any such redemption as described in this
subsection (b) shall be mailed to holders of the shares of this
Series within 30 days after such Dividend Payment Date in
accordance with the provisions of Section 4(c) hereof. In
connection with any redemption pursuant to this subsection (b),
the corporation shall instruct the depositary in respect of any
Depositary Shares representing shares of this Series to redeem
such Depositary Shares on the same date as the redemption of
shares of this Series.

          (c)  At least 30 days but no more than 60 days prior to
the date fixed for redemption of the shares of this Series in
accordance with Section 4(a) hereof or this subsection (b) (the
"Call Date"), a written notice will be mailed to each holder of
record (and each beneficial owner to the extent required by law)
of shares of this Series to be redeemed, notifying such holder of
the corporation's election to redeem such shares if such
redemption is pursuant to Section 4(b) hereof, setting forth the
method for determining the amount payable per share of this
Series on the Call Date, stating the Call Date and calling upon
such holder to surrender to the corporation on the Call Date at
the place designated in such notice the certificate or
certificates representing the shares called for redemption.

          (d)  At any time after a notice of redemption has been
given in the manner prescribed in Section 4(a) or (b) hereof and
the amount payable on the date fixed for redemption can be
determined by the corporation, and prior to the date fixed for
redemption, the corporation may deposit in trust, with a bank or
trust company identified in the notice of redemption having
capital, surplus and undistributed profits aggregating at least
$50,000,000, an aggregate amount of funds sufficient for such
redemption (including dividends accrued on the shares of this
Series called for redemption to the date fixed for redemption)
for immediate payment in the appropriate amounts upon surrender
of certificates for such shares. Any interest accrued on such
funds shall be paid to the corporation from time to time. Such
deposit in trust shall be irrevocable, except that any funds
deposited by the corporation which are unclaimed at the end of
two years from the date fixed for such redemption shall be paid
over to the corporation upon its request, and upon such repayment
the holders of the shares so called for redemption shall look
only to the corporation for payment of the appropriate amount.

          (e)  From and after the date fixed for redemption
(unless the corporation shall default in making payment of the
amount payable upon such redemption), whether or not certificates
for shares so called for redemption have been surrendered by the
holders thereof as described below, dividends on the shares of
this Series so called for redemption shall cease to accrue, and,
from and after the date of the deposit of trust funds for the
redemption of shares of this Series in accordance with the
provisions of Section 4(d) hereof, such shares shall be deemed to
be no longer outstanding, and all rights of the holders thereof
as stockholders of the corporation (except the right to receive
from the corporation the amount payable upon such redemption)
shall cease and terminate. Upon surrender in accordance with the
notice of redemption of the certificates for any shares of this
Series so redeemed (properly endorsed or assigned for transfer if
the corporation shall so require and the notice shall so state),
the holder thereof shall be entitled to receive payment of the
redemption price plus an amount equal to all accrued and unpaid
dividends as aforesaid.

          (f)  If the corporation shall have failed to make any
required annual redemption then, until it shall have redeemed all
outstanding shares of this Series then required to be redeemed,
the corporation may not (i) declare, pay or set apart any amounts
for dividends on, or make any other distribution in cash or other
property in respect of, any Junior Stock other than a dividend
payable solely in Junior Stock, (ii) purchase, redeem or
otherwise acquire for value any shares of Junior Stock, directly
or indirectly, other than as a result of a reclassification,
exchange or conversion of one Junior Stock for or into another
Junior Stock, or other than through the use of proceeds of a
substantially contemporaneous sale of other Junior Stock, (iii)
make any payment on account of, or set aside money for, a sinking
or other like fund for the purchase, redemption or other
acquisition for value of any shares of Junior Stock or (iv)
purchase, redeem or otherwise acquire for value any shares of
stock of the corporation ranking on a parity with the shares of
this Series as to dividends or distribution of assets upon
liquidation, dissolution or winding up ("Parity Stock").

          (g)  (i) Within 90 days following each Calculation Date
     (as defined below), the corporation shall be required to
     prepare a certificate (a "Corporation Certificate") setting
     forth its determination of the Reserve Amount (as defined
     below) as of such Calculation Date. If the Reserve Amount,
     as shown on the Corporation Certificate prepared with
     respect to any Calculation Date is less than the Aggregate
     Reserve Requirement (as defined below) as of such
     Calculation Date, the corporation will be required to make
     an offer (a "Reserve Coverage Offer") to purchase, out of
     funds legally available therefor, at a price equal to the
     liquidation preference thereof as of the Purchase Date (as
     hereinafter defined), plus accrued and unpaid dividends (as
     defined below) thereon to the Purchase Date, a sufficient
     number of shares of this Series and of other Silver Parity
     Stock (as defined below) (or the depositary shares, if any,
     issued with respect thereto) such that, if all such shares
     had been repurchased on the relevant Calculation Date, the
     Reserve Amount on that date would have been greater than or
     equal to the Aggregate Reserve Requirement on such date. If
     the Corporation Certificate prepared with respect to any
     Calculation Date shows that the Reserve Amount is less than
     the Aggregate Reserve Requirement on such date, the
     corporation shall include in such Corporation Certificate
     its calculation of the number of shares of this Series (or
     related depositary shares) and the number of shares of other
     Parity Stock (or related depositary shares) it intends to
     offer to purchase to satisfy the foregoing requirements
     (such number with respect to any series being referred to as
     the "Offer Amount" with respect to such series). The
     corporation, in its sole discretion, may determine the
     number of shares, if any, of this Series (or related
     depositary shares) and the number of shares, if any, of each
     other series of Silver Parity Stock (or related depositary
     shares) to which a Reserve Coverage Offer will be made so
     long as such requirements are satisfied.

               (ii) If required to make a Reserve Coverage Offer,
     the corporation will commence such offer not more than 60
     days after the date of the Corporation Certificate prepared
     with respect to the applicable Calculation Date, by mailing
     a notice to all holders of record of the shares of each
     series included in such Reserve Coverage Offer setting forth
     (A) that such notice is being given pursuant to a Reserve
     Coverage Offer, (B) the Offer Amount with respect to such
     series, (C) the method for determining the amount payable
     per share of such series on the Purchase Date, (D) the last
     date (the "Purchase Date"); which shall not be less than 30
     nor more 60 days after the date of such notice, by which a
     holder must elect whether to accept the Reserve Coverage
     Offer, (E) the procedures that such holder must follow to
     exercise its rights and (F) the procedures for withdrawing
     an election. The corporation shall also cause a copy of such
     notice to be published in The Wall Street Journal (Eastern
     Edition) or another daily newspaper of national circulation.

               (iii)     Holders of shares of any series electing
     to have shares of such series purchased by the corporation
     pursuant to a Reserve Coverage Offer will be required to
     surrender the certificates representing such shares, with an
     appropriate form duly completed, to the corporation prior to
     the Purchase Date. Holders will be entitled to withdraw an
     election by a written notice of withdrawal delivered to the
     corporation prior to the close of business on the Purchase
     Date. The notice of withdrawal shall state the number of
     shares and certificate numbers to which the notice of
     withdrawal relates and the number of shares and certificate
     numbers, if any, which remain subject to the election. If
     the aggregate number of shares of any series tendered
     exceeds the Offer Amount with respect to such series, the
     corporation will select the shares of such series to be
     purchased on a pro rata basis as nearly as practicable. The
     corporation shall, as promptly as reasonably practicable
     after the Purchase Date, cause payment to be mailed or
     delivered to each tendering holder in the amount of the
     purchase price, and any unpurchased shares to be returned to
     the holder thereof.

          (h)  If, at the time of any annual redemption or of a
Reserve Coverage Offer, the funds of the corporation legally
available for redemption or repurchase of the shares of this
Series are insufficient to redeem or repurchase all of such
shares and all of the shares of any other series of Parity Stock
which the corporation is then obligated to redeem or repurchase,
(i) the total legally available funds shall be allocated among
the shares of this Series and of such other series in proportion
to the aggregate dollar amount of redemption or other repurchase
obligations with respect to this Series and such other series and
(ii) the portion of such funds allocated to this Series will be
used to redeem or repurchase the maximum possible number of
shares of this Series, pro rata based upon the number of shares
to be redeemed or delivered for repurchase, as the case may be.
At any time thereafter when additional funds of the corporation
become legally available for such purpose, after giving effect to
the foregoing allocation provisions, such funds shall immediately
be used to redeem or repurchase, as the case may be, any
additional shares of this Series which the corporation is
obligated to redeem or repurchase, as the case may be, but which
it has not so redeemed or repurchased.

          (i)  The corporation shall not have the right to redeem
shares of this Series pursuant to Section 4(a) or (b) hereof
unless full cumulative dividends for all past dividend periods
shall have been paid or declared and set aside for payment upon
all outstanding shares of this Series and all outstanding shares
of other series of stock of the corporation ranking, as to
dividends, on a parity with the shares of this Series.

          (j)  The corporation will not consummate or permit any
subsidiary to consummate any transaction involving the
corporation which would cause the Reserve Amount to fall below
the Aggregate Reserve Requirement immediately after consummation
of such transaction unless the corporation will have sufficient
legally available funds immediately following consummation of
such transaction to complete any Reserve Coverage Offer required
as a result thereof.

          (k)  Definitions. For purposes of this Section 4, the
following terms shall have the meanings indicated:

               (i)  "accrued and unpaid dividends" per share of
     this Series (A) in the case of any Reserve Coverage Offer,
     (B) in the case of any annual or optional redemption and (C)
     in the case of a liquidation event, shall be equal to the
     sum of (x) the aggregate amount of any accrued and unpaid
     dividends on such share through the next preceding Dividend
     Payment Date (calculated as provided in Section 3 hereof)
     plus (y) a proportionate amount of the regular quarterly
     dividend at the Dividend Rate for the period from the day
     following the immediately preceding Dividend Payment Date
     through the redemption date, Purchase Date or date of
     liquidating distribution (calculated on the basis of a year
     of 360 days consisting of twelve 30-day months) multiplied
     by the Reference Silver Price used to calculate the other
     amounts payable to holders of the shares of this Series in
     connection with such redemption, purchase or liquidation
     event. If a quarterly dividend is not declared and paid as
     provided in Section 3 hereof, the unpaid dividend that shall
     cumulate for such Dividend Period will be the amount of the
     dividend that would have been payable on the Dividend
     Payment Date if such dividend had been timely paid.

               (ii) "Aggregate Reserve Requirement" as of any
     Calculation Date means the sum of the individual Reserve
     Coverage Requirements with respect to each series of Silver
     Parity Stock, including this Series.

               (iii)     "Calculation Date" means (i) December 31
     of each year and (ii) the date of the consummation of each
     transaction undertaken by the corporation or any subsidiary
     of the corporation which would either (a) cause the Reserve
     Amount, as estimated by the corporation, to decrease by 50%
     or more from the preceding Calculation Date or (b) cause the
     Reserve Amount, as estimated by the corporation, to fall
     below the Aggregate Reserve Requirement on such date.

               (iv) "Silver Parity Stock" means this Series and
     any other series of Parity Stock the liquidation preference
     of which is based on specified amounts of silver or the
     Dollar Equivalent Value thereof.

               (v)  "Reference Silver Price", when used to
     calculate the amount of any dividend payable on any Dividend
     Payment Date or of any annual or optional redemption payment
     with respect to the shares of this Series means the
     arithmetic average of the London silver fixing spot price
     for an ounce of silver in the London bullion market on each
     of the twenty trading days ending on the second trading day
     prior to the last day of the calendar quarter immediately
     preceding such quarterly date, as published in The Wall
     Street Journal (Eastern Edition) (or, if such prices are not
     published in The Wall Street Journal (Eastern Edition), as
     published in the Financial Times). When used to calculate
     any other amount payable with respect to the shares of this
     Series or to purchase any shares of this Series on any date,
     the "Reference Silver Price" means the arithmetic average of
     the London silver fixing spot price for an ounce of silver
     on the London bullion market on each of the twenty trading
     days ending on the second trading day prior to (i) in the
     case of any Reserve Coverage Offer, the date of commencement
     thereof and (ii) in the case of a liquidation event, the
     date 30 days prior to the date fixed for the liquidating
     distribution. If for any reason silver is not traded during
     any relevant period in the London bullion market or is not
     quoted in U.S. dollars in such market, silver will be valued
     during such period or portion thereof, as the case may be,
     on the basis of trading prices, quoted in U.S. dollars, in
     the then principal international trading market for silver
     as determined by the corporation's Board of Directors.

               (vi) "Required Coverage Multiplier" means (x) 2.0
     with respect to this Series, (y) with respect to any other
     series of Silver Parity Stock having the benefit of a
     provision requiring an offer similar to the Reserve Coverage
     Offer, the multiplier applicable thereto by the terms of
     such other series, and (z) 1.0 with respect to any other
     series of Silver Parity Stock.

               (vii)     "Reserve Amount" as of any Calculation
     Date means the corporation's Proportionate Interest in the
     estimated proved and probable silver reserves of the
     corporation and of any entity in which the corporation has a
     direct or indirect beneficial ownership interest. The
     estimated proved and probable silver reserves shall be
     determined based upon evaluation methods generally applied
     by the mining industry. The corporation's "Proportionate
     Interest" in any estimated proved and probable silver
     reserves shall be the corporation's direct or indirect
     beneficial ownership interest in such reserves, giving
     effect to reductions required to reflect any beneficial
     ownership interest of any person other than the corporation
     in such reserves.

               (viii)    "Reserve Coverage Requirement" with
     respect to any series of Silver Parity Stock shall mean the
     product of (x) the aggregate liquidation preference of all
     outstanding shares of such series (expressed in ounces of
     silver) times (y) the Required Coverage Multiplier
     applicable to such series. With respect to any series with
     respect to which depositary shares have been issued, the
     aggregate liquidation preference of such series shall be
     determined on the basis of the number of such depositary
     shares as are issued and outstanding as of the applicable
     Calculation Date (excluding any depositary shares which have
     been acquired by the corporation on or prior to the date of
     the preparation of the Corporation Certificate with respect
     to such Calculation Date).

     5.   Voting Rights. (a) Except for the voting rights
described below and except as otherwise required by law, the
holders of shares of this Series shall not be entitled to vote on
any matter or to receive notice of, or to participate in, any
meeting of the stockholders of the corporation. Each share of
Preferred Stock of this Series will be entitled to one vote on
matters which holders of such Series are entitled to vote.

          (b)  The shares of this Series shall be entitled to
vote with respect to the election of directors in accordance with
Sections (b)(4) and (b)(5) of Article FOURTH of the certificate
of incorporation.

          (c)  Whenever dividends payable on shares of this
Series shall be in default in an aggregate amount equal to or
exceeding six full quarterly dividends on all shares of this
Series at the time outstanding, the number of directors then
constituting the Board of Directors of the corporation shall be
increased by two, and holders of shares of this Series shall, in
addition to any other voting rights, have the right, voting
separately as a class together with holders of all other series
of stock of the Company ranking on a parity with shares of this
Series either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable (such other series
of stock being herein referred to as "Other Voting Stock"), to
elect such two additional directors. In such case, the Board of
Directors will be increased by two directors, and the holders of
shares of this Series (either alone or with the holders of Other
Voting Stock) will have the exclusive right as members of such
class, as described above, to elect two directors at the next
annual meeting of stockholders. Whenever such right of the
holders of shares of this Series shall have vested, such right
may be exercised initially either at a special meeting of such
holders as provided in Section 5(d) hereof or at any annual
meeting of stockholders held for the purpose of electing
directors, and thereafter at such annual meetings. The right of
the holders of shares of this Series to vote together as a class
with the holders of shares of any Other Voting Stock shall
continue until such time as all dividends accrued on outstanding
shares of this Series to the Dividend Payment Date next preceding
the date of any such determination shall have been paid in full,
or declared and set apart in trust for payment, at which time the
right of the holders of shares of this Series so to vote shall
terminate, except as herein or by law expressly provided, subject
to revesting upon the occurrence of a subsequent default of the
character mentioned above.

          (d)  At any time when the right of the holders of
shares of this Series to elect directors as provided in Section
5(c) hereof shall have vested, and if such right shall not
already have been initially exercised, a proper officer of the
corporation, upon the written request of the holders of record of
at least 10% of the aggregate number of shares of this Series and
shares of any Other Voting Stock at the time outstanding,
addressed to the Secretary of the corporation, shall call a
special meeting of the holders of shares of this Series and of
such Other Voting Stock for the purpose of electing directors.
Such meeting shall be held at the earliest practicable date upon
the same form of notice as is required for annual meetings of
stockholders at the place for the holding of annual meetings of
stockholders of the corporation (or such other suitable place as
is designated by such officer). If such meeting shall not be
called by a proper officer of the corporation within 20 days
after personal service of such written request upon the Secretary
of the corporation, or within 20 days after mailing the same
within the United States of America, addressed to the Secretary
of the corporation at its principal office (such mailing to be
evidenced by the registry receipt issued by the postal
authorities), then the holders of record of at least 10% of the
aggregate number of shares of this Series and shares of any Other
Voting Stock at the time outstanding may designate in writing one
of their number to call such a meeting at the expense of the
corporation, and such meeting may be called by such person so
designated upon the same form of notice as is required for annual
meetings of stockholders and shall be held at the place for the
holding of annual meetings of stockholders of the corporation (or
such other suitable place as is designated by such person). Any
holder of shares of this Series so designated shall have access
to the registry books of the corporation for the purpose of
causing a meeting of stockholders to be called pursuant to this
subsection (d). Notwithstanding anything to the contrary
contained in this subsection (d), no such special meeting shall
be called during the period within 90 days immediately preceding
the date fixed for the next annual meeting of stockholders of the
corporation.

          (e)  At any meeting held for the purpose of electing
directors at which holders of shares of this Series shall have
the right, voting together as a class with holders of shares of
any Other Voting Stock to elect directors as provided in Section
5(c) hereof, the presence, in person or by proxy, of the holders
of 33 1/3% of the aggregate number of shares of this Series and
shares of such Other Voting Stock at the time outstanding shall
be required and be sufficient to constitute a quorum of such
class for the election of directors pursuant to such Section
5(c). At any such meeting or adjournment thereof, (i) the absence
of a quorum of the shares of this Series and shares of such Other
Voting Stock shall not prevent the election of the directors to
be elected otherwise than pursuant to Section 5(c) hereof and
(ii) in the absence of a quorum, either of the shares of this
Series and shares of such Other Voting Stock or of any other
shares of stock of the corporation, or both, a majority of the
holders, present in person or by proxy, of the class or classes
of stock which lack a quorum shall have the power to adjourn the
meeting for the election of directors whom they are entitled to
elect, from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

          (f)  During any period when the holders of shares of
this Series shall have the right to vote together as a class with
the holders of shares of any Other Voting Stock for directors as
provided in Section 5(c) hereof, (i) the directors so elected by
such holders shall continue in office until their successors
shall have been elected by such holders or until termination of
the rights of such holders to vote as a class for directors and
(ii) any vacancies in the Board of Directors shall be filled only
by a majority (even if that be only a single director) of the
remaining directors theretofore elected by the holders of the
class or classes of stock which elected the director whose office
shall have become vacant. Immediately upon termination of the
right of holders of this Series and any Other Voting Stock to
vote as a class for directors, (i) the term of office of the
directors so elected shall terminate and (ii) the number of
directors shall be such number as may be provided for in the by-
laws of the corporation irrespective of any increase pursuant to
the provisions of Section 5(c) hereof.

          (g)  In addition to any other vote required by law, the
corporation shall not (i) amend, alter or repeal, whether by
merger, consolidation or otherwise, the provisions of its
certificate of incorporation (including the terms of this Series)
so as to materially and adversely affect any right, preference,
privilege or voting power of this Series or (ii) create,
authorize or issue any series or class of stock ranking prior,
either as to payment of dividends or distributions of assets upon
liquidation, dissolution or winding up, to this Series, without
the affirmative vote or consent of the holders of at least two-
thirds of the aggregate number of shares of this Series at the
time outstanding, voting as a separate class; provided, that any
increase in the total number of authorized shares of Common Stock
(or any series thereof) or Preferred Stock (or any series
thereof), or the creation, authorization or issuance of any
series of stock ranking, as to dividends or distribution of
assets upon liquidation, dissolution or winding up of the affairs
of the corporation, on a parity with the shares of this Series
will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers; provided,
further, that no class vote of the holders of shares of this
Series shall be required if, at or prior to the time when the
actions described in clause (i) or (ii) of this Section 5(g)
shall become effective, provision is made in accordance with
Section 4 hereof for the redemption of all shares of this Series
at the time outstanding.

     6.   Preference upon Liquidation. (a) In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
of dividends and liquidation preferences in respect of any other
stock of the corporation ranking senior to the shares of this
Series as to such payments, the holders of shares of this Series
shall be entitled to receive, out of the remaining net assets of
the corporation, the Dollar Equivalent Value of 160 ounces of
silver in cash for each share of this Series, plus an amount
equal to all dividends (whether or not earned or declared)
accrued and unpaid on each such share up to the date fixed for
distribution, before any distribution shall be made to or set
apart for the holders of any Junior Stock. If, after payment or
provision for payment of the debts and other liabilities of the
corporation and of dividends and liquidation preferences in
respect of any other stock of the corporation ranking senior to
the shares of this Series as to such payments, the remaining net
assets of the corporation are not sufficient to pay to the
holders of shares of this Series the full amount of their
preference set forth above, then the remaining net assets of the
corporation shall be divided among and paid to the holders of
shares of this Series, holders of shares of any other class or
series of Preferred Stock and holders of shares of any other
stock of the corporation on a parity with this Series as to
dividends and distribution of assets upon liquidation,
dissolution or winding up of the affairs of the corporation
ratably per share in proportion to the full per share amounts to
which they respectively are entitled. For purposes of this
subsection (a) and Section 6(b) hereof, a consolidation or merger
of the corporation with one or more other corporations or the
sale of all or substantially all of the assets of the corporation
shall not be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation.

          (b)  Subject to the rights of the holders of shares of
any series or class of stock ranking prior to this Series and of
the holders of shares any stock of the corporation ranking on a
parity as to dividends and distribution of assets upon
liquidation, dissolution or winding up of the affairs of the
corporation, after payment shall have been made in full to the
holders of this Series as provided in Section 6(a) hereof and
this subsection (b), the holders of any Junior Stock shall,
subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to
be paid or distributed, and shares of this Series shall not be
entitled to share therein.

     7.   Taxes. The corporation will pay any and all
documentary, stamp or similar taxes payable to the United States
of America or any political subdivision or taxing authority
thereof or therein in respect of the issue or delivery of
certificates for shares of this Series on redemption of less than
all of the shares represented by any certificate for such shares
surrendered for redemption or pursuant to a Reserve Coverage
Offer; provided, that the corporation shall not be required to
pay any tax which may be payable in respect of any transfer
involved in the issue or delivery of certificates for shares of
this Series in a name other than that of the holder of shares of
this Series to be redeemed or repurchased and no such issue or
delivery shall be made unless and until the person requesting
such issue or delivery has paid to the corporation the amount of
any such tax or has established, to the satisfaction of the
corporation, that such tax has been paid. The corporation extends
no protection with respect to any other taxes imposed in
connection with such redemption or repurchase of shares of this
Series.

     8.   No Other Rights. The shares of this Series shall not
have any relative, participating, optional or other special
rights and powers other than as set forth herein and other than
any which may be provided by law.

     9.   Miscellaneous. Capitalized terms which are defined in
this Exhibit are defined only for the purposes of this Exhibit,
and not for the purposes of other Exhibits to the certificate of
incorporation. Unless otherwise indicated, section references
contained in this Exhibit refer to the corresponding sections of
this Exhibit.


                                                        EXHIBIT E



                   CERTIFICATE OF DESIGNATIONS
                               OF
                SERIES A PARTICIPATING CUMULATIVE
                         PREFERRED STOCK

                               OF

               FREEPORT-McMoRan COPPER & GOLD INC.


     The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
corporation's Series A Participating Cumulative Preferred Stock
are set forth below:

     1.   Designation and Number of Shares.  The shares of such
series shall be designated as "Series A Participating Cumulative
Preferred Stock" (the "Series A Preferred Stock"), and the number
of shares constituting such series shall be 2,500,000.  Such
number of shares of the Series A Preferred Stock may be increased
or decreased by resolution of the Board of Directors; provided
that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares issuable upon exercise or
conversion of outstanding rights, options or other securities
issued by the Corporation.

     2.   Dividends and Distributions.  (a)  The holders of
shares of Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable on
February 1, May 1, August 1 and November 1 of each year (each
such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of any share or fraction of
a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of  $1.00 and
subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends or
other distributions and 100 times the aggregate per share amount
of all non-cash dividends or other distributions (other than  a
dividend payable in shares of Class B Common Stock of the
Corporation par value $0.10 per share (the "Common Stock") or  a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock.  If the Corporation shall at any time
after May 16, 2000 (the "Rights Declaration Date") pay any
dividend on Common Stock payable in shares of Common Stock or
effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause
2(a)(ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

          (b)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph 2(a) above immediately after it declares a dividend or
distribution on the Common Stock (other than as described in
clauses 2(a)(ii)(A) and 2(a)(ii)(B) above); provided that if no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date (or,
with respect to the first Quarterly Dividend Payment Date, the
period between the first issuance of any share or fraction of a
share of Series A Preferred Stock and such first Quarterly
Dividend Payment Date), a dividend of $1.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

          (c)  Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is on or before the record date for the
first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date
of issue of such shares, or unless the date of issue is a date
after the record date for the determination of holders of shares
of Series A Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment Date,
in which case dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on shares of
Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may
fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date
shall not be more than 60 days prior to the date fixed for the
payment thereof.

     3.   Voting Rights.  In addition to any other voting rights
required by law, the holders of shares of Series A Preferred
Stock shall have the following voting rights:

          (a)  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of stockholders of the Corporation.  If the
Corporation shall at any time after the Rights Declaration Date
pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number
by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

          (b)  Except as otherwise provided herein, or by law,
the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock, shall vote together as a single class
on all matters submitted to a vote of stockholders of the
Corporation.

               (1)  If at any time dividends on any Series A
     Preferred Stock shall be in arrears in an amount equal to
     six quarterly dividends thereon, the occurrence of such
     contingency shall mark the beginning of a period (herein
     called a "default period") which shall extend until such
     time as all accrued and unpaid dividends for all previous
     quarterly dividend periods and for the current quarterly
     dividend period on all shares of Series A Preferred Stock
     then outstanding shall have been declared and paid or set
     apart for payment.  During each default period, all holders
     of Preferred Stock and any other series of Preferred Stock
     then entitled as a class to elect directors, voting together
     as a single class, irrespective of series, shall have the
     right to elect two Directors.

               (2)  During any default period, such voting right
     of the holders of Series A Preferred Stock may be exercised
     initially at a special meeting called pursuant to
     subparagraph 3(c)(iii) hereof or at any annual meeting of
     stockholders, and thereafter at annual meetings of
     stockholders; provided that neither such voting right nor
     the right of the holders of any other series of Preferred
     Stock, if any, to increase, in certain cases, the authorized
     number of Directors shall be exercised unless the holders of
     10% in number of shares of Preferred Stock outstanding shall
     be present in person or by proxy.  The absence of a quorum
     of holders of Common Stock shall not affect the exercise by
     holders of Preferred Stock of such voting right.  At any
     meeting at which holders of Preferred Stock shall exercise
     such voting right initially during an existing default
     period, they shall have the right, voting as a class, to
     elect Directors to fill such vacancies, if any, in the Board
     of Directors as may then exist up to two Directors or, if
     such right is exercised at an annual meeting, to elect two
     Directors.  If the number that may be so elected at any
     special meeting does not amount to the required number, the
     holders of the Preferred Stock shall have the right to make
     such increase in the number of Directors as shall be
     necessary to permit the election by them of the required
     number.  After the holders of the Preferred Stock shall have
     exercised their right to elect Directors in any default
     period and during the continuance of such period, the number
     of Directors shall not be increased or decreased except by
     vote of the holders of Preferred Stock as herein provided or
     pursuant to the rights of any equity securities ranking
     senior to or pari passu with the Series A Preferred Stock.

               (3)  Unless the holders of Preferred Stock shall,
     during an existing default period, have previously exercised
     their right to elect Directors, the Board of Directors may
     order, or any stockholder or stockholders owning in the
     aggregate not less than 10% of the total number of shares of
     Preferred Stock outstanding, irrespective of series, may
     request, the calling of a special meeting of holders of
     Preferred Stock, which meeting shall thereupon be called by
     the Chief Executive Officer, the President, any Executive
     Vice President, any Senior Vice President or the Secretary
     or any Assistant Secretary of the Corporation.  Notice of
     such meeting and of any annual meeting at which holders of
     Preferred Stock are entitled to vote pursuant to this
     paragraph 3(c)(iii) shall be given to each holder of record
     of Preferred Stock by mailing a copy of such notice to such
     holder's address as the same appears on the books of the
     Corporation.  Such meeting shall be called for a time not
     earlier than 20 days and not later than 60 days after such
     order or request or in default of the calling of such
     meeting within 60 days after such order or request, such
     meeting may be called on similar notice by any stockholder
     or stockholders owning in the aggregate not less than 10% of
     the total number of shares of Preferred Stock outstanding,
     irrespective of series.  Notwithstanding the provisions of
     this paragraph 3(c)(iii), no such special meeting shall be
     called during the period within 60 days immediately
     preceding the date fixed for the next annual meeting of
     stockholders.

               (4)  In any default period, the holders of Common
     Stock, and other classes of stock of the Corporation if
     applicable, shall continue to be entitled to elect the whole
     number of Directors until the holders of Preferred Stock
     shall have exercised their right to elect two Directors
     voting as a class, after the exercise of which right (x) the
     Directors so elected by the holders of Preferred Stock shall
     continue in office until their successors shall have been
     elected by such holders or until the expiration of the
     default period, and (y) any vacancy in the Board of
     Directors may (except as provided in paragraph 3(c)(ii)
     hereof) be filled by vote of a majority of the remaining
     Directors theretofore elected by the holders of the class of
     stock that elected the Director whose office shall have
     become vacant.  References in this paragraph 3(c) to
     Directors elected by the holders of a particular class of
     stock shall include Directors elected by such Directors to
     fill vacancies as provided in clause (y) of the foregoing
     sentence.

               (5)  Immediately upon the expiration of a default
     period, (x) the right of the holders of Preferred Stock as a
     class to elect Directors shall cease, (y) the term of any
     Directors elected by the holders of Preferred Stock as a
     class shall terminate, and (z) the number of Directors shall
     be such number as may be provided for in the Certificate of
     Incorporation or Bylaws irrespective of any increase made
     pursuant to the provisions of paragraph 3(c)(ii) hereof
     (such number being subject, however, to change thereafter in
     any manner provided by law or in the certificate of
     incorporation or bylaws).  Any vacancies in the Board of
     Directors effected by the provisions of clauses (y) and (z)
     in the preceding sentence may be filled by a majority of the
     remaining Directors.

               (6)  The Certificate of Incorporation of the
     Corporation shall not be amended in any manner (whether by
     merger or otherwise) so as to adversely affect the powers,
     preferences or special rights of the Series A Preferred
     Stock without the affirmative vote of the holders of a
     majority of the outstanding shares of Series A Preferred
     Stock, voting separately as a class.

               (7)  Except as otherwise provided herein, holders
     of Series A Preferred Stock shall have no special voting
     rights, and their consent shall not be required for taking
     any corporate action.

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

               (1)  declare or pay dividends on, or make any
     other distributions on, any shares of stock ranking junior
     (either as to dividends or upon liquidation, dissolution or
     winding up) to the Series A Preferred Stock;

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

               (3)  redeem, purchase or otherwise acquire for
     value any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to
     the Series A Preferred Stock; provided that the Corporation
     may at any time redeem, purchase or otherwise acquire shares
     of any such junior stock in exchange for shares of stock of
     the Corporation ranking junior (as to dividends and upon
     dissolution, liquidation or winding up) to the Series A
     Preferred Stock; or

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

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

     5.   Reacquired Shares.  Any shares of Series A Preferred
Stock redeemed, purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued
shares of Preferred Stock without designation as to series and
may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors as
permitted by the Certificate of Incorporation or as otherwise
permitted under Delaware Law.

     6.   Liquidation, Dissolution and Winding Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $0.10 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment;
provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per
share to holders of Common Stock, or (2) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock
and all such other parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon
such liquidation, dissolution or winding up.  If the Corporation
shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or
effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case
the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     7.   Consolidation, Merger, Etc.  If the Corporation shall
enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash or any other
property, then in any such case the shares of Series A Preferred
Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the
aggregate amount of stock, securities, cash or any other
property, as the case may be, into which or for which each share
of Common Stock is changed or exchanged.  If the Corporation
shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or
effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case
the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     8.   No Redemption.  The Series A Preferred Stock shall not
be redeemable.

     9.   Rank.  The Series A Preferred Stock shall rank junior
(as to dividends and upon liquidation, dissolution and winding
up) to all other series of the Corporation's preferred stock
except any series that specifically provides that such series
shall rank junior to the Series A Preferred Stock.

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