EXHIBIT 4.4


                   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

                              Page 1

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

                              Page 2

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

                              Page 3

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)

                              Page 4

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.

                              Page 5

        (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

                              Page 6

        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

                              Page 7

        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)(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

                              Page 8

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

                              Page 9

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

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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.


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