EXHIBIT 5

                                                                [EXECUTION COPY]


                           CERTIFICATE OF DESIGNATIONS
                                       of
                 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       of
                         MEMC ELECTRONIC MATERIALS, INC.
                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                                 --------------

                  MEMC Electronic Materials, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolutions were adopted by
the Board of Directors of the Corporation (the "Board of Directors") pursuant to
authority of the Board of Directors as required by Section 151 of the General
Corporation Law of the State of Delaware:

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors in accordance with the provisions of the Restated
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the Board of Directors hereby creates a series of the
Corporation's previously authorized preferred stock, $0.01 par value (the
"Preferred Stock"), and hereby states the designation and number thereof, and
fixes the voting powers, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, as follows:

                Series A Cumulative Convertible Preferred Stock:

                            I. Designation and Amount

                  The designation of this series of shares shall be "Series A
Cumulative Convertible Preferred Stock" (the "Series A Preferred Stock"); the
stated value per share shall be $1,000 (the "Stated Value"); and the number of
shares constituting such series shall be 260,000. The number of shares of the
Series A Preferred Stock may be decreased from time to time by a resolution or
resolutions of the Board of Directors or a duly authorized committee of the
Board of Directors and by the filing of a certificate pursuant to the provisions
of the General Corporation Law of the State of Delaware stating that such
reduction has been so authorized; provided, however, that such number shall not
be decreased below the aggregate number of shares of the Series A Preferred
Stock then outstanding.

                                    II. Rank

                  A. With respect to dividend rights, the Series A Preferred
Stock shall rank (i) junior to each other class or series of Preferred Stock
which by its terms ranks senior to the Series A Preferred Stock as to payment of
dividends, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series A Preferred Stock as to
payment of dividends, and (iii) prior to the Corporation's Common Stock, par
value $0.01 per share (the "Common Stock"), and, except as specified above, all
other classes and series of capital stock of the Corporation hereafter issued by
the Corporation. With respect to dividends, all Equity Interests of the
Corporation to which the Series A Preferred Stock ranks senior, including the
Common Stock, are collectively referred to herein as the "Junior Dividend
Securities"; all Equity Interests of the Corporation with which the Series A
Preferred Stock ranks on a parity, if any, are collectively referred to herein
as the "Parity Dividend Securities"; and all Equity Interests of the Corporation
to which the Series A Preferred Stock ranks junior, if any, are collectively
referred to herein as the "Senior Dividend Securities."

                  B. With respect to the distribution of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Series A Preferred Stock shall rank (i) junior to each other
class or series of Preferred Stock which by its terms ranks senior to the Series
A Preferred Stock as to distribution of assets upon liquidation, dissolution or
winding up, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series A Preferred Stock as to
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, and (iii) prior to the Common Stock, and, except as specified
above, all other classes and series of capital stock of the Corporation
hereinafter issued by the Corporation. With respect to the distribution of
assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, all Equity Interests of the Corporation to which the
Series A Preferred Stock ranks senior, including the Common Stock, are
collectively referred to herein as "Junior Liquidation Securities" (and together
with the Junior Dividend Securities are referred to herein as the "Junior
Securities"); all Equity Interests of the Corporation to which the Series A
Preferred Stock ranks on parity, if any, are collectively referred to herein as
"Parity Liquidation Securities" (and together with the Parity Dividend
Securities are referred to herein as the "Parity Securities"); and all Equity
Interests of the Corporation to which the Series A Preferred Stock ranks junior,
if any, are collectively referred to herein as "Senior Liquidation Securities"
(and together with the Senior Dividend Securities are referred to herein as the
"Senior Securities").

                  C. The Series A Preferred Stock shall be subject to the
creation of Junior Securities, but no Senior Securities, Parity Securities or
additional Series A Preferred Stock shall be created except in accordance with
the terms hereof, including, without limitation, Article VII, Section E.

                                 III. Dividends

                  A. Dividends. In the event the Shareholder Approval is
required to be obtained pursuant to applicable rules, interpretations, rulings
or determinations of the NYSE, shares of Series A Preferred Stock shall entitle
holders of record (the "Registered Holders") to cash dividends, except as
otherwise provided in this Article III, at a rate (i) prior to the Shareholder
Approval Date of 10.00% per annum or, if greater in any quarterly period, in an
amount equal to the value of the dividends that would have been paid with
respect to the shares of Common Stock into which such shares of Series A
Preferred Stock could have been converted (assuming the Shareholder Approval had
been obtained) on the record date for the payment of such dividends with respect
to the Common Stock and (ii) on and following the Shareholder Approval Date,
10.00% per annum. In the event the Shareholder Approval is not so required to be
obtained, the Series A Preferred Stock shall entitle Registered Holders to cash
dividends, except as otherwise provided in this Article III, at a rate of 10.00%
per annum from the date of issuance. Dividends are due and shall be paid in four
equal quarterly installments on the last day of March, June, September and
December of each year (commencing December 31, 2001, it being understood that
dividends shall be deemed to have accumulated from the Closing Date through
December 31, 2001), or if any such date is not a Business Day, on the Business
Day next preceding such day (each such date, regardless of whether any dividends
have been paid or declared and set aside for payment on such date, a "Dividend
Payment Date"), to the Registered Holders as they appear on the stock record
books of the Corporation on the fifteenth day prior to the relevant Dividend
Payment Date; provided, however, that the Corporation may elect not to declare
or make any dividend payment due hereunder on any Dividend Payment Date (other
than as required in connection with any redemption of shares of Series A
Preferred Stock or any liquidation, dissolution or winding up of the
Corporation), and any such amount then due in respect of dividends shall
constitute an Arrearage (as defined below). Dividends shall be paid only when,
as and if declared by the Board of Directors out of funds at the time legally
available for the payment of dividends. Dividends shall begin to accumulate on
outstanding shares of Series A Preferred Stock from the date of issuance and
shall be deemed to accumulate from day to day whether or not earned or declared
until paid. Dividends shall accumulate on the basis of a 360-day year consisting
of twelve 30-day months (four 90-day quarters) and the actual number of days
elapsed in the period for which payable.

                  B. Accumulation. Dividends on the Series A Preferred Stock
shall be cumulative, and from and after any Dividend Payment Date on which any
dividend that has accumulated or been deemed to have accumulated through such
date has not been paid in full or any payment date set for a redemption on which
such redemption payment has not been paid in full, additional dividends shall
accumulate in respect of the amount of such unpaid dividends or unpaid
redemption payment (such amount, the "Arrearage") as provided in Section A of
this Article III; provided, that, notwithstanding anything to the contrary in
Section A of this Article III, (i) if dividends on the Series A Preferred Stock
are not paid on any Dividend Payment Date, dividends shall be deemed to have
accumulated, and shall accumulate, at a rate of 12.00% per annum (or such lesser
rate as may be the maximum rate that is then permitted by applicable law) (the
"Arrearage Rate") from the beginning of the quarterly period for which such
dividends are payable through the date on which such Arrearage is paid in full
and (ii) if a redemption payment with respect to Series A Preferred Stock is not
paid in full on the payment date set for such redemption payment, additional
dividends shall accumulate on such unpaid redemption payment at the Arrearage
Rate from the date set for such redemption through the date on which such
Arrearage is paid in full. Such additional dividends in respect of any Arrearage
shall be deemed to accumulate from day to day whether or not earned or declared
until the Arrearage is paid, shall be calculated as of such successive Dividend
Payment Date and shall constitute an additional Arrearage from and after any
such successive Dividend Payment Date to the extent not paid on such Dividend
Payment Date. If any Arrearage has not been paid in full prior to any payment
date set for a redemption of Series A Preferred Stock, for the purposes of
calculating accrued and unpaid dividends on the Stated Value of the shares of
Series A Preferred Stock to be redeemed, the Arrearage Rate shall apply.
References in any Article herein to dividends that have accumulated or that have
been deemed to have accumulated with respect to the Series A Preferred Stock
shall include the amount, if any, of any Arrearage together with any dividends
accumulated or deemed to have accumulated on such Arrearage pursuant to the
immediately preceding two sentences. Additional dividends in respect of any
Arrearage may be declared and paid at any time, in whole or in part, without
reference to any regular Dividend Payment Date, to Registered Holders as they
appear on the stock record books of the Corporation on such record date as may
be fixed by the Board of Directors (which record date shall be no less than 10
days prior to the corresponding payment date).

                  C. Method of Payment. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on all outstanding shares of Series A Preferred
Stock shall be allocated pro rata on a share-by-share basis among all such
shares then outstanding. Any such partial payment shall be made in cash.
Dividends that are declared and paid in an amount less than the full amount of
dividends accumulated on the Series A Preferred Stock (and on any Arrearage)
shall be applied first to the earliest dividend which has not theretofore been
paid. All cash payments of dividends on the shares of Series A Preferred Stock
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.

                           IV. Liquidation Preference

                  In the event of a liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of
then-outstanding shares of Series A Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets are capital or surplus
of any nature, an amount per share equal to (i) in the event the Shareholder
Approval is required to be obtained pursuant to the applicable rules,
interpretations, rulings or determinations of the NYSE, (A) prior to the
Shareholder Approval Date, the greater of (1) the sum of (x) the dividends, if
any, accumulated or deemed to have accumulated thereon to the date of final
distribution to such holders, whether or not such dividends are declared and (y)
the Stated Value thereof, and (2) the amount that would be payable to holders of
the Series A Preferred Stock if the shares of Series A Preferred Stock had been
converted into shares of Common Stock immediately prior to such liquidation,
dissolution or winding up (assuming the Shareholder Approval is not required or
had been obtained) and (B) on and following the Shareholder Approval Date, the
amount set forth in clause (i)(A)(1) above, and (ii) in the event the
Shareholder Approval is not so required to be obtained, on and following the
date of issuance of the Series A Preferred Stock, the amount set forth in clause
(i)(A)(1) above, and in each case no more, before any payment shall be made or
any assets distributed to the holders of any Junior Liquidation Securities.
After any such payment in full, the holders of Series A Preferred Stock shall
not, as such, be entitled to any further participation in any distribution of
assets of the Corporation. All the assets of the Corporation available for
distribution to stockholders after the liquidation preferences of any Senior
Liquidation Securities, if any, shall be distributed ratably (in proportion to
the full distributable amounts to which holders of Series A Preferred Stock and
Parity Liquidation Securities, if any, are respectively entitled upon such
dissolution, liquidation or winding up) among the holders of the
then-outstanding shares of Series A Preferred Stock and Parity Liquidation
Securities, if any, when such assets are not sufficient to pay in full the
aggregate amounts payable thereon.

                  Neither a consolidation or merger of the Corporation with or
into any other Person or Persons, nor a sale, conveyance, lease, exchange or
transfer of all or part of the Corporation's assets for cash, securities or
other property to a Person or Persons shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Article IV
entitling the Series A Preferred Stock to a liquidation preference hereunder,
but the holders of shares of Series A Preferred Stock shall nevertheless be
entitled from and after any such consolidation, merger or sale, conveyance,
lease, exchange or transfer of all or part of the Corporation's assets to the
rights in respect of a liquidation provided by this Article IV following any
such transaction. Notice of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, stating the payment date or dates
when, and the place or places where, the amounts distributable to each holder of
shares of Series A Preferred Stock in such circumstances shall be payable, shall
be given by first-class mail, postage prepaid, mailed not less than 45 days
prior to any payment date stated therein, to holders of record as they appear on
the stock record books of the Corporation as of the date such notices are first
mailed.

                             V. Mandatory Redemption

                  A. Mandatory Redemption. The Series A Preferred Stock shall
not be redeemable except as provided in this Article V. At any time on or after
the eighth anniversary of the original issuance of the Series A Preferred Stock,
the Series A Preferred Stock, shall, to the extent that the Corporation shall
have funds legally available therefore, be redeemable in whole or in part at the
option of the holders of the Series A Preferred Stock at a redemption price per
share in cash (the "Mandatory Redemption Price") equal to the Stated Value plus
all unpaid dividends accumulated thereon to the date of actual payment of the
Mandatory Redemption Price, whether or not such dividends have been declared.

                  B. Mandatory Redemption Notice and Redemption Procedures. If
any holder of Series A Preferred Stock desires to exercise such holder's
redemption right pursuant to Section A of this Article V, such holder shall give
written notice to the Corporation stating such holder's election and specifying
the number of shares to be redeemed pursuant to Section A of this Article V (the
"Mandatory Redemption Notice"). Within 10 days after the receipt of such
Mandatory Redemption Notice, the Corporation shall give written notice to such
holder, by first-class mail, postage prepaid, at such holder's address as it
appears on the records of the Corporation (which notice shall be accompanied by
a facsimile transmission thereof to those holders who shall so request):

                  (i) notifying such holder of the date fixed for redemption
         (which shall not be later than 30 days after the receipt by the
         Corporation of the Mandatory Redemption Notice) (the "Mandatory
         Redemption Date");

                  (ii) stating that the Series A Preferred Stock may be
         converted until the close of business on the Business Day prior to the
         Mandatory Redemption Date by surrendering to the Corporation or its
         transfer agent for the Series A Preferred Stock the certificate or
         certificates for the shares to be converted, accompanied by written
         notice specifying the number of shares to be converted, and stating the
         name and address of the transfer agent of the Series A Preferred Stock,
         if any; and

                  (iii) stating that dividends shall cease to accrue on the
         Mandatory Redemption Date unless the Corporation defaults in the
         payment of the Mandatory Redemption Price.

                  The Corporation shall redeem the number of shares of Series A
Preferred Stock so specified in the Mandatory Redemption Notice on the Mandatory
Redemption Date.

                  C. Change in Control. In the event there occurs a Change in
Control, any holder of record of shares of Series A Preferred Stock, in
accordance with the procedures set forth in Section D of this Article V, may
require the Corporation to redeem any or all of the shares of Series A Preferred
Stock held by such holder in an amount per share equal to the sum of (i) the
amount, if any, of all unpaid dividends accumulated thereon to the date of
actual payment thereof, whether or not such dividends have been declared, and
(ii) 101% of Stated Value (the "Change in Control Price").

                  D. Change in Control Notice and Redemption Procedures. Notice
of any Change in Control shall be sent to the holders of record of the
outstanding shares of Series A Preferred Stock not more than ten days following
a Change in Control, which notice (a "Change in Control Notice") shall describe
the transaction or transactions constituting such Change in Control and set
forth each holder's right to require the Corporation to redeem any or all shares
of Series A Preferred Stock held by him or her out of funds legally available
therefor, the redemption date, which date shall be not more than 30 days from
the date of such Change in Control Notice (the "Change in Control Redemption
Date"), and the procedures to be followed by such holders in exercising his or
her right to cause such redemption; provided, however, that if shares of Series
A Preferred Stock are owned by more than 50 holders or groups of Affiliated
holders and if the Series A Preferred Stock is listed on any national securities
exchange or quoted on any national quotation system, the Corporation shall give
such Change in Control Notice by publication in a newspaper of general
circulation in the Borough of Manhattan, The City of New York, within 30 days
following such Change in Control and, in any case, a similar notice shall be
mailed concurrently to each holder of shares of Series A Preferred Stock.
Failure by the Corporation to give the Change in Control Notice as prescribed by
the preceding sentence, or the formal insufficiency of any such Change in
Control Notice, shall not prejudice the rights of any holder of shares of Series
A Preferred Stock to cause the Corporation to redeem any such shares held by him
or her. In the event a holder of shares of Series A Preferred Stock shall elect
to require the Corporation to redeem any or all such shares of Series A
Preferred Stock pursuant to Section C of this Article V, such holder shall
deliver, prior to the Change in Control Redemption Date as set forth in the
Change in Control Notice, or, if the Change in Control Notice is not given as
required by this Section D, at any time following the last day the Corporation
was required to give the Change in Control Notice in accordance with this
Section D (in which case the Change in Control Redemption Date shall be the date
which is the later of (x) 30 days following the last day the Corporation was
required to give the Change in Control Notice in accordance with this Section D
and (y) 15 days following the delivery of such election by such holder), a
written notice, in the form specified by the Corporation (if the Corporation did
in fact give the notice required by this Section D), to the Corporation so
stating, and specifying the number of shares to be redeemed pursuant to Section
C of this Article V; provided, however, that if all of the shares of the Series
A Preferred Stock are owned by 50 or fewer holders or groups of Affiliated
holders, such holders or groups may deliver a notice or an election to redeem at
any time within 90 days following the occurrence of a Change in Control without
awaiting receipt of a Change in Control Notice or the expiration of the time
allowed for the delivery of a Change in Control Notice hereunder. The
Corporation shall redeem the number of shares so specified on the Change in
Control Redemption Date fixed by the Corporation or as provided in the preceding
sentence. The Corporation shall comply with the requirements of Rules 13e-4 and
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the shares of Series A Preferred Stock as a result of a
Change in Control. From and after the time the Change in Control Redemption
Price is paid in accordance with the terms hereof with respect to any share of
Series A Preferred Stock, all dividends on such share of Series A Preferred
Stock shall cease to accumulate and all rights of the holder thereof as a holder
of Series A Preferred Stock shall cease and terminate.

                  E. Deposit of Funds. The Corporation shall, no later than
11:00 a.m., New York City time, on any Mandatory Redemption Date or Change in
Control Redemption Date pursuant to this Article V, deposit with its transfer
agent or other redemption agent in the Borough of Manhattan, The City of New
York having a capital and surplus of at least $500,000,000, as a trust fund for
the benefit of the holders of the shares of Series A Preferred Stock to be
redeemed, cash that is sufficient in amount to redeem the shares to be redeemed
in accordance with the Mandatory Redemption Notice or Change in Control Notice,
with irrevocable instructions and authority to such transfer agent or other
redemption agent to pay to the respective holders of such shares, as evidenced
by a list of such holders certified by an officer of the Corporation, the
Mandatory Redemption Price or Change in Control Redemption Price, as the case
may be, upon surrender of their respective share certificates. Such deposit
shall be deemed to constitute full payment of such shares to the holders, and
from and after the date of such deposit, all rights of the holders of the shares
of Series A Preferred Stock that are to be redeemed as stockholders of the
Corporation with respect to such shares, except the right to receive the
Mandatory Redemption Price or Change in Control Price, as applicable, upon the
surrender of their respective certificates and all rights under Articles VIII
and X, shall cease and terminate. In case holders of any shares of Series A
Preferred Stock called for redemption shall not, within two years after such
deposit, claim the cash deposited for redemption thereof, such transfer agent or
other redemption agent shall, upon demand, pay over to the Corporation the
balance so deposited. Thereupon, such transfer agent or other redemption agent
shall be relieved of all responsibility to the holders thereof and the sole
right of such holders, with respect to shares to be redeemed, shall be to
receive the Mandatory Redemption Price or Change in Control Price, as
applicable, as general creditors of the Corporation. Any interest accrued on any
funds so deposited shall belong to the Corporation, and shall be paid to it from
time to time on demand.

                          VI. Restrictions on Dividends

                  So long as any shares of the Series A Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay or set apart for payment any dividend on any Junior Securities or Parity
Securities or make any payment on account of, or set apart for payment money for
a sinking or other similar fund for, the repurchase, redemption or other
retirement of, any Junior Securities or Parity Securities or any warrants,
rights or options exercisable for or convertible into any Junior Securities or
Parity Securities (other than the repurchase, redemption or other retirement of
debentures or other debt securities that are convertible or exchangeable into
any Junior Securities or Parity Securities), or make any distribution in respect
of the Junior Securities or Parity Securities, either directly or indirectly,
and whether in cash, obligations or shares of the Corporation or other property
(other than distributions or dividends in Junior Securities to the holders of
Junior Securities), and shall not permit any Person directly or indirectly
controlled by the Corporation to purchase or redeem any Junior Securities or
Parity Securities or any warrants, rights, calls or options exercisable for or
convertible into any Junior Securities or Parity Securities (other than the
repurchase, redemption or other retirement of debentures or other debt
securities that are convertible or exchangeable into any Junior Securities or
Parity Securities) unless prior to or concurrently with such declaration,
payment, setting apart for payment, repurchase, redemption or other retirement
or distribution, as the case may be, all accumulated and unpaid dividends on
shares of the Series A Preferred Stock not paid on the dates provided for in
Section A of Article III (including Arrearages and accumulated dividends thereon
and regardless of whether the Corporation shall have had the right to elect to
defer such payments as provided for in Article III) shall have been paid, except
that when dividends are not paid in full as aforesaid upon the shares of Series
A Preferred Stock, all dividends declared on the Series A Preferred Stock and
any series of Parity Dividend Securities shall be declared and paid pro rata so
that the amount of dividends so declared and paid on Series A Preferred Stock
and such series of Parity Dividend Securities shall in all cases bear to each
other the same ratio that accumulated dividends (including interest accrued on
or additional dividends accumulated in respect of such accumulated dividends) on
the shares of Series A Preferred Stock and such Parity Dividend Securities bear
to each other. Notwithstanding the foregoing, this paragraph shall not prohibit
(i) the acquisition, repurchase, exchange, conversion, redemption or other
retirement for value of shares of Series A Preferred Stock or any Parity
Dividend Security by the Corporation in accordance with the terms of such
securities or (ii) the acquisition, repurchase, exchange, conversion, redemption
or other retirement for value by the Corporation of any Junior Dividend
Securities by the Corporation in accordance with obligations in existence at the
time of original issuance of the Series A Preferred Stock.

                               VII. Voting Rights

                  A. The holders of shares of Series A Preferred Stock shall
have no voting rights except as set forth below or as otherwise from time to
time required by law.

                  B. From and after the Shareholder Approval Date, for so long
as any shares of the Series A Preferred Stock are outstanding, each share of
Series A Preferred Stock shall entitle the holder thereof to vote on all matters
voted on by holders of Common Stock, and the shares of Series A Preferred Stock
shall vote together with shares of Common Stock as a single class. With respect
to any such vote, each share of Series A Preferred Stock shall entitle its
holder to a number of votes equal to the number of shares of Common Stock into
which such share of Series A Preferred Stock would be convertible at the time of
the record date with respect to such vote (assuming all conditions precedent to
such conversion have been satisfied and that such conversion had occurred as of
the record date for such vote).

                  C. So long as (i) at least $130,000,000 in Stated Value of the
Series A Preferred Stock remains outstanding and (ii) the Investor or any of its
Affiliates Beneficially Owns, in the aggregate, greater than 50% of the Series A
Preferred Stock, in the event that one or more of the Board Nominees required to
be designated for election to the Board of Directors pursuant to the
Restructuring Agreement are not so designated or are not elected to the Board of
Directors, then the number of directors constituting the Board of Directors
shall, without further action, be increased by the number of such Board Nominees
not elected to the Board of Directors pursuant to the Restructuring Agreement,
or if such requisite increase in the number of directors constituting the Board
of Directors would require the approval of the Corporation's stockholders or is
prohibited by the Restructuring Agreement, then a number of directors (other
than Board Nominees) shall resign from the Board of Directors, so as to enable
the Investor and its Affiliates to designate as directors the number of Board
Nominees not elected to the Board of Directors pursuant to the Restructuring
Agreement, and the Investor and its Affiliates shall have, in addition to the
other voting rights set forth herein, the exclusive right, voting separately as
a single class, to elect a number of directors to the Board of Directors equal
to the number of such Board Nominees not elected to the Board of Directors.
Directors elected pursuant to this Section C shall continue as directors and
such additional voting right shall continue until such time as the requisite
number of Board Nominees are elected to the Board of Directors pursuant to the
Restructuring Agreement, at which time the directors elected by the Investor and
its Affiliates pursuant to this Section C shall cease to be directors (unless
elected as Board Nominees), and such additional voting rights shall terminate
subject to revesting in the event of each and every subsequent event of the
character indicated above.

                  D. (a) The foregoing rights of holders of shares of Series A
Preferred Stock to take any action as provided in this Article VII may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof, or, subject to the applicable provisions of the federal securities
laws, by the written consent, delivered to the Secretary of the Corporation, of
the holders of the minimum number of shares required to take such action. So
long as such right to vote continues (and unless such right has been exercised
by written consent of the minimum number of shares required to take such
action), the Chairman of the Board of Directors may call, and upon the written
request of holders of record of 20% of the outstanding shares of Series A
Preferred Stock, addressed to the Secretary of the Corporation at the principal
office of the Corporation, shall call, a special meeting of the holders of
shares entitled to vote as provided herein. Such meeting shall be held as soon
as reasonably practicable after delivery of such request to the Secretary, at
the place and upon the notice provided by law and in the By-laws for the holding
of meetings of stockholders.

                  (b) Each director elected pursuant to Section C of this
Article VII shall serve until the next annual meeting or until his or her
successor shall be elected and shall qualify, unless the director's term of
office shall have terminated pursuant to the provisions of Section C hereof. In
case any vacancy shall occur among the directors elected pursuant to Section C
hereof, such vacancy shall be filled for the unexpired portion of the term by
vote of the remaining director or directors theretofore elected pursuant to
Section C of this Article VII (or such director's or directors' successor in
office), if any. If any such vacancy is not so filled within 20 days after the
creation thereof or if all of the directors so elected shall cease to serve as
directors before their term shall expire, the holders of the shares of Series A
Preferred Stock then outstanding and entitled to vote for such director pursuant
to the provisions of Section C of this Article VII may elect successors to hold
office for the unexpired terms of any vacant directorships, by written consent
as provided herein, or at a special meeting of such holders called as provided
herein. The holders of a majority of the shares entitled to vote for directors
pursuant to Section C of this Article VII shall have the right to remove with or
without cause at any time and replace any directors such holders have elected
pursuant to such section, by written consent as herein provided, or at a special
meeting of such holders called as provided herein.

                  E. Without the consent or affirmative vote of the holders of
at least a majority of the outstanding shares of Series A Preferred Stock,
voting separately as a class, the Corporation shall not: (i) authorize, create
(by reclassification or otherwise) or issue, or increase the authorized amount
of, (a) any Senior Securities, Parity Securities or additional Series A
Preferred Stock or (b) any class or series of capital stock or any security
convertible into or exercisable for any class or series of capital stock, that
is redeemable mandatorily or redeemable at the option of the holder thereof at
any time on or prior to the redemption of the Series A Preferred Stock (whether
or not only upon the occurrence of a specified event); (ii) amend, alter or
repeal any provision of the Certificate of Incorporation or the By-laws, if the
amendment, alteration or repeal alters or changes the powers, preferences or
special rights of the Series A Preferred Stock so as to affect them adversely;
or (iii) authorize or take any other action if such action would be inconsistent
with the provisions of this Certificate of Designations.

                  F. Other Agreements and Securities. Subject to Section G of
Article X, the Corporation shall not, from and after the date of the original
issuance of the Series A Preferred Stock, enter into any agreement, amend or
modify any existing agreement or obligation, or issue any security that
prohibits, conflicts or is inconsistent with, or would be breached by, the
Corporation's performance of its obligations hereunder.

                                VIII. Conversion

                  A. Conversion. (a) At the option and election of the holder
thereof, each share of Series A Preferred Stock, including all unpaid dividends
accumulated thereon to the Conversion Date (as defined below), whether or not
such dividends have been declared, may be converted in the manner and subject to
the limitations provided herein at any time into fully paid and nonassessable
shares of Common Stock. As of the Conversion Date with respect to a share of
Series A Preferred Stock, subject to subsections (d) and (e) of this Section A,
such share shall be converted into that number of shares of Common Stock equal
to the quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid
dividends accumulated on such share of Series A Preferred Stock to the
Conversion Date whether or not such dividends have been declared, divided by
(ii) the Conversion Price in effect on the Conversion Date.

                  (b) Conversion of shares of the Series A Preferred Stock may
be effected by any holder thereof upon the surrender to the Corporation at the
principal office of the Corporation or at the office of any agent or agents of
the Corporation, as may be designated by the Board of Directors of the
Corporation and identified to the holders in writing upon such designation, of
the certificate for such shares of Series A Preferred Stock to be converted
accompanied by a written notice stating that such holder elects to convert all
or a specified whole number of shares represented by such certificate in
accordance with the provisions of this Section A and specifying the name or
names in which such holder wishes the certificate or certificates for shares of
Common Stock to be issued. In case such notice shall specify a name or names
other than that of such holder, such notice shall be accompanied by payment of
all transfer taxes payable upon the issuance of shares of Common Stock in such
name or names. Other than such taxes, the Corporation will pay any and all issue
and other taxes (other than taxes based on income) that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
Series A Preferred Stock pursuant hereto. As promptly as practical, and in any
event within three Business Days after the Conversion Date, the Corporation
shall deliver or cause to be delivered as directed by the holder of shares of
Series A Preferred Stock being converted (i) certificates representing the
number of validly issued, fully paid and nonassessable full shares of Common
Stock to which such holder shall be entitled, (ii) any cash that is required to
be paid pursuant to subsection (d) of this Section A, and (iii) if less than the
full number of shares of Series A Preferred Stock evidenced by the surrendered
certificate or certificates is being converted, a new certificate or
certificates, of like tenor, for the number of shares of Series A Preferred
Stock evidenced by such surrendered certificate or certificates less the number
of shares of Series A Preferred Stock being converted. Such conversion shall be
deemed to have occurred at the close of business on the date (the "Conversion
Date") of the giving of such notice by the holder of the Series A Preferred
Stock to be converted and of such surrender of the certificate or certificates
representing the shares of Series A Preferred Stock to be converted so that as
of such time the rights of the holder thereof as to the shares being converted
shall cease except for the right to receive shares of Common Stock and/or cash
in accordance herewith, and the person entitled to receive the shares of Common
Stock issued as a result of such conversion shall be treated for all purposes as
having become the holder of such shares of Common Stock at such time.

                  (c) In the event that the Series A Preferred Stock is to be
redeemed pursuant to Article V, from and after the Mandatory Redemption Date or
Change in Control Redemption Date, as applicable, the right of a holder to
convert shares of Series A Preferred Stock pursuant to this Section A shall
cease and terminate, except if the Corporation shall default in payment of the
Mandatory Redemption Price on the Mandatory Redemption Date or the Change in
Control Redemption Price on the Change in Control Redemption Date, in which case
all such rights shall continue unless and until such shares are redeemed and
such price is paid in full in accordance with the terms hereof. Notwithstanding
anything in the foregoing to the contrary, if the Conversion Date shall occur
with respect to any shares of Series A Preferred Stock on or prior to any
Mandatory Redemption Date or Change in Control Redemption Date, such shares of
Series A Preferred Stock shall be converted by the Corporation into Common Stock
in the manner provided in this Section A.

                  (d) In connection with the conversion of any shares of Series
A Preferred Stock, no fractions of shares of Common Stock shall be issued, but
in lieu thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Closing Price per share of Common Stock on the Conversion Date (or on the
Trading Day immediately preceding the Conversion Date, if the Conversion Date is
not a Trading Day). If more than one share of Series A Preferred Stock shall be
surrendered for conversion by the same holder on the same Conversion Date, the
number of full shares of Common Stock issuable on conversion thereof shall be
computed on the basis of the total number of shares of Series A Preferred Stock
so surrendered.

                  (e) To the extent the Shareholder Approval is required to be
obtained pursuant to applicable rules, interpretations, rulings or
determinations of the NYSE, then notwithstanding anything to the contrary in
this Section A, in the event that a Conversion Date with respect to a share of
Series A Preferred Stock occurs on a date before which the Shareholder Approval
has been obtained, the number of shares of Common Stock into which such share of
Series A Preferred Stock shall be converted shall not exceed the quotient of (i)
the number of shares of Common Stock that is equal to 19.9% of the number of
shares of Common Stock outstanding on the Closing Date (as adjusted for any
stock split, reverse stock split, stock dividend or similar event with respect
to the Common Stock) divided by (ii) 260,000 (as adjusted for any stock split,
reverse stock split, stock dividend or similar event with respect to the Series
A Preferred Stock), and, with respect to any such conversion with a Conversion
Date occurring after February 28, 2002, upon delivery of such shares of Common
Stock in accordance with the terms hereof, the Corporation shall pay in cash to
the holder of such share of Series A Preferred Stock the amount, if any, equal
to the Closing Price of the Common Stock on the Conversion Date (or, if the
Conversion Date is not a Trading Day, the immediately preceding Trading Day)
multiplied by the number of shares of Common Stock that would have been received
upon conversion pursuant to this Article VIII that is in excess of the actual
number of shares of Common Stock received as a result of the operation of this
subsection (e).

                  (f) The Corporation shall at all times reserve and keep
available for issuance upon the conversion of the Series A Preferred Stock in
accordance with the terms hereof, such number of its authorized but unissued
shares of Common Stock as will from time to time be sufficient to permit the
conversion of all outstanding shares of Series A Preferred Stock, and shall take
all action required to increase the authorized number of shares of Common Stock
if necessary to permit the conversion of all outstanding shares of Series A
Preferred Stock.

                  B.  Adjustment of Conversion Price.  Except in connection with
an Organic Change, which shall be subject to Section C below, the Conversion
Price shall be subject to adjustment from time to time as follows:

                  (a) Stock Dividends. In case the Corporation after the date of
the original issuance of the Series A Preferred Stock shall pay a dividend or
make a distribution to all holders of shares of Common Stock in shares of Common
Stock, then in any such case the Conversion Price in effect at the opening of
business on the day following the record date for the determination of
stockholders entitled to receive such dividend or distribution shall be reduced
to a price obtained by multiplying such Conversion Price by a fraction of which
(x) the numerator shall be the number of shares of Common Stock outstanding at
the close of business on such record date and (y) the denominator shall be the
sum of such number of shares of Common Stock outstanding and the total number of
shares of Common Stock constituting such dividend or distribution, such
reduction to become effective immediately after the opening of business on the
day following such record date. For purposes of this subsection (a), the number
of shares of Common Stock at any time outstanding shall not include shares held
in the treasury of the Corporation but shall include shares issuable in respect
of scrip certificates issued in lieu of fractions of shares of Common Stock. The
Corporation will not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Corporation.

                  (b) Stock Splits and Reverse Splits. In case after the date of
the original issuance of the Series A Preferred Stock outstanding shares of
Common Stock shall be subdivided into a greater number of shares of Common
Stock, the Conversion Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case after the original issuance of
the Series A Preferred Stock outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Conversion Price
in effect at the opening of business on the day following the day upon which
such combination becomes effective shall be proportionately increased, such
reduction or increase, as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such subdivision
or combination becomes effective.

                  (c) Issuances Below Conversion Price. (i) If the Corporation
after the date of the original issuance of the Series A Preferred Stock issues
Common Stock without consideration or at a price per share (such no
consideration or price per share, the "New Price Per Share") less than the
Conversion Price in effect immediately preceding such issuance of Common Stock,
then the Conversion Price shall be adjusted effective immediately following such
issuance of Common Stock to the New Price Per Share; provided, however, that no
adjustment shall be made if such Common Stock is issued to holders of Common
Stock and the Corporation issues or distributes to each holder of Series A
Preferred Stock the Common Stock that each such holder would have been entitled
to receive had the Series A Preferred Stock held by such holder been converted
prior to such issuance of such Common Stock.

                        (ii) If the Corporation after the date of the original
issuance of the Series A Preferred Stock issues Derivative Securities entitling
Persons to subscribe for or acquire shares of Common Stock, in each case at a
New Price Per Share for such Common Stock less than the Conversion Price in
effect immediately preceding such issuance of Derivative Securities, then the
Conversion Price shall be adjusted effective immediately following such issuance
of Derivative Securities to a price equal to the New Price Per Share; provided,
however, that no adjustment shall be made if such Derivative Securities are
issued to holders of Common Stock and the Corporation issues or distributes to
each holder of Series A Preferred Stock the Derivative Securities that each such
holder would have been entitled to receive had the Series A Preferred Stock held
by such holder been converted prior to such issuance of Derivative Securities.
Rights or warrants issued by the Corporation to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase Equity Interests,
which rights or warrants (A) are deemed to be transferred with such shares of
Common Stock, (B) are not exercisable and (C) are also issued in respect of
future issuances of Common Stock, including shares of Common Stock issued upon
conversion of shares of Series A Preferred Stock, in each case in clauses (A)
through (C) until the occurrence of a specified event or events (a "Trigger
Event"), shall for purposes of this subsection (c)(ii) not be deemed issued
until the occurrence of the earliest Trigger Event.

                        (iii) If (A) the exercise price provided for in any
Derivative Securities referred to in subsection (c)(ii) above, (B) the
additional consideration, if any, payable upon the conversion or exchange of any
Derivative Securities referred to in subsection (c)(ii) above or (C) the rate at
which any such Derivative Securities referred to in subsection (c)(ii) above are
convertible into or exchangeable for Common Stock shall change at any time
(other than under or by reason of provisions designed to protect against
dilution upon an event which results in a related adjustment pursuant to this
Article VIII), the Conversion Price then in effect shall forthwith be readjusted
(effective only with respect to the conversion of Series A Preferred Stock after
such readjustment) to the Conversion Price that would then be in effect had the
adjustment made upon the issuance, sale, distribution or granting of such
Derivative Securities been made based upon such changed purchase price,
additional consideration or conversion rate, as the case may be, but only with
respect to such Derivative Securities as then remain outstanding.

                   (d) Special Dividends. In case the Corporation after the date
of the original issuance of the Series A Preferred Stock shall distribute to all
holders of shares of Common Stock evidences of its indebtedness or assets
(excluding any regular periodic cash dividend but including any extraordinary
cash dividend), Equity Interests (other than Common Stock) or rights to
subscribe (excluding those referred to in subsection (c) above) for Equity
Interests other than Common Stock, in each such case the Conversion Price in
effect immediately prior to the close of business on the record date for the
determination of stockholders entitled to receive such distribution shall be
adjusted to a price obtained by multiplying such Conversion Price by a fraction
of which (x) the numerator shall be the Closing Price per share of Common Stock
on such record date, less the then-current fair market value as of such record
date (as determined by the Board of Directors in its good faith judgment) of the
portion of assets or evidences of indebtedness or Equity Interests or
subscription rights so distributed applicable to one share of Common Stock, and
(y) the denominator shall be such Closing Price, such adjustment to become
effective immediately prior to the opening of business on the day following such
record date; provided, however, that no adjustment shall be made (1) if the
Corporation issues or distributes to each holder of Series A Preferred Stock the
subscription rights referred to above that each such holder would have been
entitled to receive had the Series A Preferred Stock held by such holder been
converted prior to such record date or (2) if the Corporation grants to each
such holder the right to receive, upon the conversion of the Series A Preferred
Stock held by such holder at any time after the distribution of the evidences of
indebtedness or assets or Equity Interests referred to above, the evidences of
indebtedness or assets or Equity Interests that such holder would have been
entitled to receive had such Series A Preferred Stock been converted prior to
such record date. The Corporation shall provide any holder of Series A Preferred
Stock, upon receipt of a written request therefor, with any indenture or other
instrument defining the rights of the holders of any indebtedness, assets,
subscription rights or Equity Interests referred to in this subsection (d).
Rights or warrants issued by the Corporation to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase Equity Interests,
which rights or warrants (i) are deemed to be transferred with such shares of
Common Stock, (ii) are not exercisable and (iii) are also issued in respect of
future issuances of Common Stock, including shares of Common Stock issued upon
conversion of shares of Series A Preferred Stock, in each case in clauses (i)
through (iii) until the occurrence of a Trigger Event, shall for purposes of
this subsection (d) not be deemed issued until the occurrence of the earliest
Trigger Event.

                  (e) Tender or Exchange Offer. In case a tender or exchange
offer made by the Corporation or any Subsidiary for all or any portion of the
Common Stock shall be consummated and such tender offer shall involve an
aggregate consideration having a fair market value (as determined by the Board
of Directors in its good faith judgment) at the last time (the "Offer Time")
tenders may be made pursuant to such tender or exchange offer (as it may be
amended) that, together with the aggregate of the cash plus the fair market
value (as determined by the Board of Directors in its good faith judgment), as
of the Offer Time, of consideration payable in respect of any tender or exchange
offer by the Corporation or any such Subsidiary for all or any portion of the
Common Stock consummated preceding the Offer Time and in respect of which no
Conversion Price adjustment pursuant to this subsection (e) has been made,
exceeds 5% of the product of the Closing Price of the Common Stock at the Offer
Time multiplied by the number of shares of Common Stock outstanding (including
any tendered shares) at the Offer Time, the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the Offer Time by a fraction of which (x)
the numerator shall be (i) the product of the Closing Price of the Common Stock
at the Offer Time multiplied by the number of shares of Common Stock outstanding
(including any tendered shares) at the Offer Time minus (ii) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered and not
withdrawn as of the Offer Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y) the denominator
shall be the product of (i) such Closing Price at the Offer Time multiplied by
(ii) such number of outstanding shares at the Offer Time minus the number of
Purchased Shares, such reduction to become effective immediately prior to the
opening of business on the day following the Offer Time. For purposes of this
subsection (e), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Corporation but shall
include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.

                  (f) Closing Price Determination. For the purpose of any
computation under subsection (d) of this Section B, the Closing Price of Common
Stock on any date shall be deemed to be the average of the Closing Prices for
the five consecutive Trading Days ending on the day in question (or if such day
is not a Trading Day, the next preceding Trading Day), provided, however, that
(i) if the "ex" date for any event (other than the issuance or distribution
requiring such computation) that requires an adjustment to the Conversion Price
pursuant to this Section B occurs on or after the 20th Trading Day prior to the
day in question and prior to the "ex" date for the issuance or distribution
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction which the Conversion Price is so required to be
adjusted as a result of such other event, (ii) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Price pursuant to this Section B occurs
on or after the "ex" date for the issuance or distribution requiring such
computation and on or prior to the day in question, the Closing Price for each
Trading Day on and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the reciprocal of the fraction by which the
Conversion Price is so required to be adjusted as a result of such other event,
and (iii) if the "ex" date for the issuance or distribution requiring such
computation is on or prior to the day in question, after taking into account any
adjustment required pursuant to clause (ii) of this proviso, the Closing Price
for each Trading Day on or after such "ex" date shall be adjusted by adding
thereto the fair market value on the day in question (as determined by the Board
of Directors in a manner consistent with any determination of such value for the
purposes of subsection (d) of this Section B) of the assets, evidences of
indebtedness, Equity Interests or subscription rights being distributed
applicable to one share of Common Stock as of the close of business on the day
before such "ex" date. For the purposes of any computation under subsection (e)
of this Section B, the Closing Price on any date shall be deemed to be the
average of the daily Closing Prices for the five consecutive Trading Days ending
at the Offer Time; provided, however, that if the "ex" date for any event (other
than the tender or exchange offer requiring such computation) that requires an
adjustment to the Conversion Price pursuant to this Section B occurs on or after
the date of commencement of such tender or exchange offer and prior to the Offer
Time for such tender or exchange offer, the Closing Price for each Trading Day
prior to the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the Conversion Price is so
required to be adjusted as a result of such other event. For purposes of this
subsection (f), the term "ex" date, (i) when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades regular
way on the NYSE or on the relevant exchange or in the relevant market from which
the Closing Price was obtained without the right to receive such issuance or
distribution, (ii) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the Common Stock trades
regular way on the NYSE or such exchange or in such market after the time at
which such subdivision or combination becomes effective, and (iii) when used
with respect to any tender or exchange offer means the first date on which the
Common Stock trades regular way on the NYSE or such exchange or in such market
after the Offer Time of such tender or exchange offer.

                  (g) Other Adjustments. The Corporation may, but shall not be
required to, make such reductions in the Conversion Price, in addition to those
required by clauses (a), (b), (c), (d) and (e) of this Section B, as it
considers to be advisable, including without limitation in order to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock, from any event
treated as such for income tax purposes, from any subdivision, reclassification
or combination of stock, from any issuance of rights or warrants or from any
other transaction having an effect similar to any of the above. Whenever the
Conversion Price is reduced pursuant to the preceding sentence, the Corporation
shall mail to the holders of then-outstanding shares of Series A Preferred Stock
a notice of the reduction at least 15 days prior to the date the reduced
Conversion Price takes effect, and such notice shall state the reduced
Conversion Price and the period it will be in effect.

                  (h) Minimum Adjustment Requirement. No adjustment shall be
required unless such adjustment would result in an increase or decrease of at
least $0.01 in the Conversion Price then subject to adjustment; provided,
however, that any adjustments that are not made by reason of this subsection (h)
shall be carried forward and taken into account in any subsequent adjustment. In
case the Corporation shall at any time issue shares of Common Stock by way of
dividend on any stock of the Corporation or subdivide or combine the outstanding
shares of Common Stock, said amount of $0.01 specified in the preceding sentence
(as theretofore increased or decreased, if said amount shall have been adjusted
in accordance with the provisions of this subsection (h)) shall forthwith be
proportionately increased in the case of such a combination or decreased in the
case of such a subdivision or stock dividend so as appropriately to reflect the
same.

                  (i) Minimum Permissible Conversion Price. Notwithstanding any
other provision of this Section B, no adjustment to the Conversion Price shall
reduce the Conversion Price below $0.01, and any such purported adjustment shall
instead reduce the Conversion Price to $0.01. The Corporation hereby covenants
not to take any action that would or does result in any adjustment in the
Conversion Price that, if made without giving effect to the previous sentence,
would cause the Conversion Price to be less than $0.01.

                  (j) Notice. Whenever the Conversion Price is adjusted as
herein provided, a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall promptly be mailed by the
Corporation to the registered holders of the Series A Preferred Stock.

                  (k) No Adjustment. Anything to the contrary herein
notwithstanding, no adjustment to the Conversion Price shall be made pursuant to
this Section B as a result of, or in connection with, the issuance of Common
Stock or Derivative Securities (i) to directors or employees of the Corporation
or its Subsidiaries pursuant to an existing or future stock option, stock bonus,
stock purchase or other similar plan adopted by the Board of Directors, an
employment agreement approved by the Board of Directors, or the modification,
renewal or extension of any such plan or agreement if approved by the Board of
Directors or (ii) upon exercise, conversion or exchange of any Derivative
Securities whether or not the issuance of which caused an adjustment hereunder.

                  C.  Organic Change.

                  (a) Corporation Survives. Upon the consummation of an Organic
Change (other than a transaction in which the Corporation is not the surviving
entity), lawful provision shall be made as part of the terms of such transaction
whereby the terms hereof shall be modified, without payment of any additional
consideration by any holder, so as to provide that upon the conversion of shares
of Series A Preferred Stock following the consummation of such Organic Change,
the holder of Series A Preferred Stock shall have the right to acquire and
receive (in lieu of or in addition to the shares of Common Stock acquirable and
receivable prior to the Organic Change), without payment of additional
consideration therefor, such securities, cash and other property as such holder
would have received if such holder had converted such shares of Series A
Preferred Stock into Common Stock immediately prior to such Organic Change.
Lawful provision also shall be made as part of the terms of the Organic Change
so that all other terms hereof shall remain in full force and effect following
such an Organic Change. The provisions of this subsection (a) shall similarly
apply to successive Organic Changes of the character described in this
subsection (a).

                  (b) Corporation Does Not Survive. The Corporation shall not
enter into an Organic Change that is a transaction in which the Corporation is
not the surviving entity unless lawful provision shall be made as part of the
terms of such transaction whereby the surviving entity shall issue new
securities (the "New Securities") to each holder of Series A Preferred Stock,
without payment of any additional consideration by such holder, with terms that
provide that upon the conversion of such New Securities, the holder of such New
Securities shall have the right to acquire and receive (in lieu of or in
addition to the shares of Common Stock acquirable and receivable prior to the
Organic Change), without payment of additional consideration therefor, such
securities, cash and other property as such holder would have received if such
holder had converted such shares of Series A Preferred Stock into Common Stock
immediately prior to such Organic Change. The certificate or articles of
incorporation or other constituent document of the surviving entity shall
provide for such adjustments which, for events subsequent to the effective date
of such certificate or articles of incorporation or other constituent document,
shall be equivalent to the adjustments provided for in Section B of this Article
VIII. All other terms of such New Securities shall be substantially equivalent
to the terms provided herein. The provisions of this subsection (b) shall
similarly apply to successive Organic Changes of the character described in of
this subsection (b).

                  D. Certain Events. If any event similar to or of the type
contemplated by the provisions of Section B or Section C of this Article VIII,
but not expressly provided for by such provisions, occurs, then the Board of
Directors of the Corporation will make an appropriate and equitable adjustment
in the Conversion Price so as to protect the rights of the holders of Series A
Preferred Stock in a manner determined in the good faith judgment of the Board
of Directors to be substantially similar to the mechanisms provided herein;
provided, however, that no such adjustment will decrease the number of shares of
Common Stock issuable upon conversion of the Series A Preferred Stock.

                           IX. Additional Definitions

                  For the purposes of this Certificate of Designations of Series
A Preferred Stock, the following terms shall have the meanings indicated:

                  "Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act as in effect on the date of the Restructuring Agreement. The term
"Affiliated" has a correlative meaning. Notwithstanding the foregoing, for all
purposes hereof, (i) the Investor and each Person Controlled by, Controlling or
under common Control with the Investor (each, a "TPG Person") shall not be
deemed an "Affiliate" of any Designated Purchaser Person (as defined below), and
no Designated Purchaser, and no Person Controlled by, Controlling or under
common Control with such Designated Purchaser (each, a "Designated Purchaser
Person"), shall be deemed an "Affiliate" of any TPG Person or any other
Designated Purchaser Person, in any such case solely as a consequence of the
Restructuring Agreement or the transactions contemplated thereby and (ii)
neither the Corporation nor any of its Subsidiaries shall be deemed a TPG Person
or an "Affiliate" of any TPG Person.

                  "Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act as in effect on the date of the Restructuring Agreement,
except that a Person shall be deemed to Beneficially Own all such securities
that such Person has the right to acquire whether such right is exercisable
immediately or after the passage of time). The terms "Beneficial Ownership" and
"Beneficial Owner" have correlative meanings. Notwithstanding the foregoing, for
all purposes hereof, no TPG Person shall be deemed to Beneficially Own any
securities that are held by any Designated Purchaser Person, and no Designated
Purchaser Person shall be deemed to Beneficially Own any securities that are
held by any TPG Person or any other Designated Purchaser Person, in any such
case solely as a consequence of the Restructuring Agreement or the transactions
contemplated thereby.

                  "Board Nominee" means a person designated for election to the
Board of Directors by the Investor pursuant to the Restructuring Agreement.

                  "Business Day" means any day, other than a Saturday, Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

                  "By-laws" means the By-laws of the Corporation, as amended
from time to time.

                  "Change in Control" means (a) the failure by TPG Persons to
own (and retain the right to vote), directly or indirectly, beneficially and of
record, Equity Interests in the Corporation representing greater than 15% of
each of the aggregate ordinary voting power and aggregate value represented by
the issued and outstanding Equity Interests in the Corporation, (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date of the Restructuring Agreement), of Equity Interests representing a
greater percentage of either the aggregate ordinary voting power or the
aggregate value represented by the issued and outstanding Equity Interests of
the Corporation then owned, directly or indirectly, beneficially and of record,
by TPG Persons; or (c) occupation of a majority of the seats (other than vacant
seats) on the Board of Directors of the Corporation by Persons who were neither
(i) nominated by the Board of Directors of the Corporation nor (ii) appointed by
directors so nominated.

                  "Closing Date" has the meaning set forth in the Restructuring
Agreement.

                  "Closing Price" with respect to a share of Common Stock on any
day means, subject to subsection (f) of Section B of Article VIII if applicable,
the last reported sale price on that day or, in case no such reported sale takes
place on such day, the average of the last reported bid and asked prices,
regular way, on that day, in either case, as reported in the consolidated
transaction reporting system with respect to securities listed on the NYSE or,
if the shares of Common Stock are not listed on the NYSE, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common Stock
are not listed on the NYSE and not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices on such other nationally recognized quotation
system then in use, or, if on any such day the shares of Common Stock are not
quoted on any such quotation system, the average of the closing bid and asked
prices as furnished by a professional market maker selected by the Board of
Directors in good faith making a market in the shares of Common Stock. If the
shares of Common Stock are not publicly held, or so listed, quoted or publicly
traded, the "Closing Price" means the fair market value of a share of Common
Stock, as determined in good faith by the Board of Directors.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. The terms "Controlling" and "Controlled" have meanings correlative
thereto.

                  "Conversion Price" shall mean $2.25, as adjusted from time to
time pursuant to Section B of Article VIII.

                  "Conversion Shares" has the meaning set forth in the
Restructuring Agreement.

                  "Credit Agreement" has the meaning set forth in the
Restructuring Agreement.

                  "Derivative Securities" means any subscriptions, options,
conversion rights, warrants, or other agreements, securities or commitments of
any kind obligating the Corporation or any Person to issue, grant, deliver or
sell, or cause to be issued, granted, delivered or sold, Common Stock.

                  "Designated Purchaser" has the meaning set forth in the
Restructuring Agreement.

                  "Designated Purchaser Person" has the meaning set forth in the
definition of "Affiliate."

                  "Equity Interests" means, as to any Person, shares of capital
stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other interests of such Person that
are denominated, or have substantially the characteristics of, equity interests.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, from time to
time.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body (including the NYSE), court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

                  "Group" has the meaning set forth in Rule 13d-5 under the
Exchange Act.

                  "Indenture" has the meaning set forth in the Restructuring
Agreement.

                  "Investor" has the meaning set forth in the Restructuring
Agreement.

                  "Investor Group" means, collectively, the Investor, the
Designated Purchasers, if any, and the respective Affiliates of such Persons.

                  "Law" means any law, treaty, statute, ordinance, code, rule,
regulation, judgment, decree, order, writ, award, injunction or determination of
any Governmental Authority.

                  "Notes" has the meaning set forth in the Restructuring
Agreement.

                  "NYSE" means the New York Stock Exchange, Inc.

                  "Organic Change" means, with respect to any Person, any
transaction (including without limitation any recapitalization, capital
reorganization or reclassification of any class of capital stock, any
consolidation or amalgamation of such Person with, or merger of such Person
into, any other Person, any merger of another Person into such Person (other
than a merger which does not result in a reclassification, conversion, exchange
or cancellation of outstanding shares of capital stock of such Person), any sale
or transfer or lease of all or substantially all of the assets of such Person or
any compulsory share exchange) pursuant to which any class of capital stock of
such Person is converted into the right to receive other securities, cash or
other property.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Restructuring Agreement" means the Restructuring Agreement,
dated as of November 13, 2001, between the Investor and the Corporation, as
amended, supplemented or otherwise modified from time to time.

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

                  "Shareholder Approval" has the meaning set forth in the
Restructuring Agreement.

                  "Shareholder Approval Date" means the date, if any, on which
the Corporation obtains the Shareholder Approval.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Corporation.

                  "TPG Person" has the meaning set forth in the definition of
"Affiliate."

                  "Trading Day" means any day on which the NYSE is open for
trading, or if the shares of Common Stock are not listed on the NYSE any day on
which the principal national securities exchange or national quotation system on
which the shares of Common Stock are listed, admitted to trading or quoted is
open for trading, or if the shares of Common Stock are not so listed, admitted
to trading or quoted, any Business Day.

                                X. Miscellaneous

                  A. Notices. Any notice referred to herein shall be in writing
and shall be deemed to have been duly given (and shall be effective when
received), if delivered personally, by facsimile or sent by overnight courier or
by first class mail, postage prepaid, as follows:

                  (i)  if to the Corporation, to its office at 501 Pearl Drive
         (City of O'Fallon), St. Peters, Missouri 63376 (Attention: General
         Counsel);

                  (ii) if to a holder of the Series A Preferred Stock, to such
         holder at the address of such holder as listed in the stock record
         books of the Corporation (which may include the records of any transfer
         agent for the Series A Preferred Stock); or

                  (iii) to such other address as the Corporation or such holder,
         as the case may be, shall have designated by notice similarly given.

                  B. Reacquired Shares. Any shares of Series A Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation, directly or
indirectly, in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof (and shall not be deemed to be outstanding for any
purpose) and, if necessary to provide for the lawful redemption or purchase of
such shares, the capital represented by such shares shall be reduced in
accordance with the Delaware General Corporation Law. All such shares of Series
A Preferred Stock shall upon their cancellation and upon the filing of an
appropriate certificate with the Secretary of State of the State of Delaware,
become authorized but unissued shares of Preferred Stock, $0.01 par value, of
the Corporation and may be reissued as part of another series of Preferred
Stock, $0.01 par value, of the Corporation subject to the conditions or
restrictions on issuance set forth herein.

                  C. Enforcement. Any registered holder of shares of Series A
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this Certificate of Designations or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

                  D. Transfer Taxes. Except as otherwise agreed upon pursuant to
the terms of this Certificate of Designations, the Corporation shall pay any and
all documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
any issue or delivery of Common Stock on conversion, or other securities or
property issued on account of, shares of Series A Preferred Stock pursuant
hereto or certificates representing such shares or securities. The Corporation
shall not, however, be required to pay any such tax or other charge that may be
imposed in connection with any transfer involved in the issue or transfer and
delivery of any certificate for Common Stock or other securities or property in
a name other than that in which the shares of Series A Preferred Stock so
converted, or on account of which such securities were issued, were registered
and no such issue or delivery shall be made unless and until the Person
requesting such issue 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 or is not payable.

                  E. Transfer Agent. The Corporation may appoint, and from time
to time discharge and change, a transfer agent for the Series A Preferred Stock.
Upon any such appointment or discharge of a transfer agent, the Corporation
shall send notice thereof by first-class mail, postage prepaid, to each holder
of record of shares of Series A Preferred Stock.

                  F. Record Dates. In the event that the Series A Preferred
Stock shall be registered under either the Securities Act or the Exchange Act,
the Corporation shall establish appropriate record dates with respect to
payments and other actions to be made with respect to the Series A Preferred
Stock.

                  G. Subordination to Credit Agreement and the Notes.
Notwithstanding anything to the contrary herein, by accepting a share of Series
A Preferred Stock, the holder thereof shall be deemed to have acknowledged and
agreed that (a) such holder's right to receive payments in respect of the Series
A Preferred Stock is subject and subordinated in right of payment to the payment
in full and discharge of all amounts of principal, interest and fees (however
denominated) then outstanding under the Credit Agreement and the Notes and (b)
until (i) either payment in full of all such amounts (however denominated) under
the Credit Agreement and the Notes has been made in cash, or (ii) if earlier
than such payment, all necessary waivers and consents have been obtained with
respect to the relevant document as contemplated by the proviso to the last
sentence of this Section G, no payment, whether directly or indirectly, by
exercise of any right of set-off or otherwise in respect of the Series A
Preferred Stock shall be made by the Corporation, and no deposit in respect of
the Series A Preferred Stock shall be made pursuant to the terms hereof. In the
event that any payment by, or distribution of the assets of, the Corporation of
any kind or character (whether in cash, property or securities, whether directly
or indirectly, by exercise of any right of set-off or otherwise and whether as a
result of a bankruptcy proceeding with respect to the Corporation or otherwise)
shall be received by a holder of Series A Preferred Stock at any time when such
payment is prohibited by this Section G, such payment shall be held in trust for
the benefit of, and shall be paid over to, the lenders under the Credit
Agreement and the holders of Notes, as the case may be, as their interests may
appear. The preceding two sentences address the relative rights of holders of
Series A Preferred Stock, on the one hand, and the lenders under the Credit
Agreement and the holders of Notes, as the case may be, on the other hand, and
nothing in this Certificate of Designations shall impair, as between the
Corporation and the holders of Series A Preferred Stock, the obligation of the
Corporation, which is absolute and unconditional, to pay amounts due in respect
of the Series A Preferred Stock in accordance with their terms. Without limiting
the foregoing, upon a Change in Control, the Corporation shall pay all amounts
outstanding under the Credit Agreement and the Indenture to the extent
necessary, but only if permitted under the relevant document, in order to permit
the payment of the Change in Control Price hereunder or, if such payment is not
so permitted under any such document, the Corporation shall exercise any right
of defeasance it has under such document (provided that all conditions precedent
to the exercise of such right of defeasance have been satisfied, which
conditions the Corporation shall use its reasonable best efforts to satisfy) to
the extent necessary in order to permit the payment of the Change in Control
Price hereunder; provided, that the Corporation shall not be required to make
such payments or exercise such right of defeasance under the Credit Agreement or
the Indenture if the Corporation has received all necessary waivers and consents
from the applicable lenders or holders of Notes permitting the Corporation to
pay the Change in Control Price hereunder.



                  IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Chief Financial Officer and
attested by its Secretary, this 13th day of November, 2001.

                                           MEMC ELECTRONIC
                                           MATERIALS, INC.


                                           By: /s/ James M. Stolze
                                               ---------------------------------
                                               Name: James M. Stolze
                                               Title: Executive Vice President
                                                      Chief Financial Officer


[Corporate Seal]

ATTEST:


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