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<page> Payment of a Dividend in Shares of Common Stock) 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 E 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. Section 7. No Redemption. the Shares of Series E Preferred Stock Shall Not Be Redeemable. Section 8. Rank. the Series E Preferred Stock Shall Rank, With Respect to the Payment of Dividends and the Distribution of Assets, Junior to All Series of Any Other Class of the Company's Preferred Stock. Section 9. Amendment. the Certificate of Incorporation of the Company Shall Not Be Amended in Any Manner Which Would Materially Alter or Change the Powers, Preferences or Special Rights of the Series E Preferred Stock So as to Affect Them Adversely Without the Affirmative Vote of the Holders of at Least Two-Thirds of the Outstanding Shares of Series E Preferred Stock, Voting Together as a Single Class. in Witness Whereof, This Certificate of Designations Is Executed on Behalf of the Company by Its President and Chief Executive Officer and Attested by Its Secretary This 7th Day of July, 1999. /S/ Stephen J. Winjum Stephen J. Winjum President and Chief Executive Officer
