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                                                                    Exhibit 4-12



                      FORM OF CERTIFICATE OF DESIGNATIONS

                                      of

                         SERIES _____ PREFERRED STOCK

                                      of

                         NORTHROP GRUMMAN CORPORATION

          NORTHROP GRUMMAN CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (herein referred to as the
"Corporation"), in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby CERTIFY:

          1.   The Amended and Restated Certificate of Incorporation, as
amended, of the Corporation fixes the total number of shares of all classes of
capital stock which the Corporation shall have the authority to issue four
hundred ten million (410,000,000) shares, of which ten million (10,000,000)
shares shall be shares of preferred stock, $1.00 par value, and four hundred
million (400,000,000) shares shall be shares of common stock, $1.00 par value.

          2.   The Amended and Restated Certificate of Incorporation, as
amended, of the Corporation, expressly grants to the Board of Directors of the
Corporation authority to provide for the issuance of the preferred stock in one
or more series, with such voting powers, full or limited, or without voting
powers, and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the Restated
Certificate of Incorporation or any amendment thereto, or in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors.

          3.   Pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation, as amended, of the Corporation,
the Board of Directors authorized the issuance of three million five hundred
thousand (3,500,000) shares of Series B Convertible Preferred Stock, $1.00 par
value, and an unspecified number of shares of Series A Junior Participating
Preferred Stock, $1.00 par value.  [IF ANY ADDITIONAL SERIES OF PREFERRED STOCK
HAS BEEN PREVIOUSLY AUTHORIZED, INSERT  DESCRIPTION]

          4.   [Pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation, as amended, of the Corporation,
[and the

                                      -1-
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authority conferred upon the __________ committee of the Board of Directors by
the resolutions adopted by the Board of Directors on _______________,] the Board
of Directors, by actions duly taken on _______________, [and the __________
committee of the Board of Directors, by actions duly taken on __________]
adopted resolutions that compositely provide for a series of the preferred stock
as follows:

          "RESOLVED, that an issue of a series of the preferred stock, $1.00 par
value, of the Corporation (such preferred stock being herein referred to as
"Preferred Stock", which term shall include any additional shares of preferred
stock of the same class heretofore or hereafter authorized to be issued by the
Corporation), consisting of _______________ (__________) shares is hereby
provided for, and the voting power, designation, preference and relative,
participating, optional or other special rights, and qualifications, limitations
yor restrictions thereof, are fixed hereby as follows:

          1.   Designation.  The designation of such series shall be
               -----------
______________________________ (hereinafter referred to as the "Series _____
Preferred Stock") and the number of shares constituting such series is
____________________ (_____).  Shares of Series _____ Preferred Stock shall have
a stated value of $__________ per share.  The number of authorized shares of
Series ___ Preferred Stock may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation [or by 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, but the number of authorized shares of
Series ____ Preferred Stock shall not be increased.

          2.   Dividends.  Quarterly Dividend Periods shall commence on
               ---------
__________, __________, _________ and __________ in each year and shall end on
and include the day next preceding the first day of the next Quarterly Dividend
Period.  Such dividends shall be [cumulative/non-cumulative] from the respective
dates of original issue of shares of Series ____ Stock and shall be payable,
when and as declared by the Board of Directors, on __________, __________,
__________ and __________ of each year, commencing ____________________.  Each
such dividend shall be paid to the holders of record of shares of Series ____
Preferred Stock as they appear on the stock register of the Corporation on such
record date, not exceeding 30 days preceding the payment date thereof, as shall
be fixed by the Board of Directors of the Corporation.  Dividends on account of
arrears for any past Dividend Periods may be declared and paid at any time,
without reference to any regular dividend payment date, to holders of record on
such date, not exceeding 45 days preceding the payment date thereof, as may be
fixed by the Board of Directors of the Corporation.  If there shall be
outstanding shares of any other series of Preferred Stock ranking on a parity as
to dividends with the Series ____ Preferred Stock, the Corporation, in making
any dividend payment on account of arrears on the Series ____ Preferred Stock or
such

                                      -2-
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other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of Series ____ Preferred Stock and such other series of
Preferred Stock in proportion to the respective amounts of dividends in arrears
upon all such outstanding shares of Series ____ Preferred Stock and such other
series of Preferred Stock to the date of such dividend payment. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend
payments or payments which may be in arrears.

          The amount of dividends per share payable for each Quarterly Dividend
Period shall be computed by dividing the Dividend Rate (as defined below) for
such Dividend Period by four and applying such rate against the stated value per
share of the Series ____ Preferred Stock.  Dividends payable on the Series ____
Preferred Stock for any period other than a full Quarterly Dividend Period shall
be computed on the basis of a 360-day year of twelve 30-day months.

[IF PREFERRED STOCK HAS ADJUSTABLE DIVIDENDS, INSERT THE FOLLOWING --

          3.   Dividend Rate. The dividend rates on the shares of Series ____
               -------------
Preferred Stock shall be:  (i) for the period (the "Initial Dividend Period")
from the respective dates of original issue thereof to and including __________,
_____% per annum and (ii) for each Quarterly Dividend Period thereafter a rate
per annum of the stated value thereof equal to the Applicable Rate (as defined
below).

          Except as provided below in this paragraph, the "Applicable Rate" for
any Quarterly Dividend Period shall be (a) _____% less than (b) the highest of
the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate (each as hereinafter defined) for such Dividend Period.
If the Corporation determines in good faith that for any reason one or more of
such rates cannot be determined for any Dividend Period, then the Applicable
Rate for such Dividend Period shall be _____% less than the higher of whichever
of such rates can be so determined.  If the Corporation determines in good faith
that none of such rates can be determined for any Dividend Period, then the
Applicable Rate in effect for the preceding Dividend Period shall be continued
for such Dividend Period.  Anything herein to the contrary notwithstanding, the
Applicable Rate for any Quarterly Dividend Period shall in no event be less than
_____% per annum or greater than _____% per annum.

          Except as provided below in this paragraph, the "Treasury Bill Rate"
for each Quarterly Dividend Period shall be the arithmetic average of the two
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the relevant
Calendar Period as provided below) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding the __________,
__________, __________ and _________, as

                                      -3-
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the case may be, prior to the Quarterly Dividend Period for which the dividend
rate on the Series ____ Preferred Stock is being determined. If the Federal
Reserve Board does not publish such a weekly per annum market discount rate
during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the two weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only one
such rate shall be published during the relevant Calendar Period as provided
below) for three-month U.S. Treasury bills, as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. If a per annum market discount rate for
three-month U.S. Treasury bills shall not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two weekly per annum
market discount rates (or the one weekly per annum market discount rate, if only
one such rate shall be published during the relevant Calendar Period as provided
below) for all the U.S. Treasury bills then having maturities of not less than
80 nor more than 100 days, as finally published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board shall not publish
such rates, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If the Corporation determines in good faith
that for any reason no such U.S. Treasury bill rates are published as provided
above during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period for each of the issues
of marketable non-interest bearing U.S. Treasury securities with a maturity of
not less than 80 or more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government securities dealers
selected by the Corporation. If the Corporation determines in good faith that
for any reason the Corporation cannot determine the Treasury Bill Rate for any
Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill
Rate for such Dividend Period shall be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar Period
for each of the issues of marketable interest-bearing U.S. Treasury securities
with a maturity of not less than 80 nor more than 100 days from the date of each
such quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations shall not be generally available)
to the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.

          Except as provided below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic
average of the two weekly per annum Thirty Year Average Yields (or the one
weekly per annum Thirty Year Average Yield, if only one such Yield shall be
published during the

                                      -4-
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relevant Calendar Period as provided below), as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten calendar
days immediately preceding the __________, __________, __________ and
__________, as the case may be, prior to the Quarterly Dividend Period for which
the dividend rate on the Series ____ Preferred Stock is being determined. If the
Federal Reserve Board does not publish such a weekly per annum Thirty Year
Average Yield during such Calendar Period then the Thirty Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the two weekly
per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield shall be published during the relevant
Calendar Period as provided below), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If a per annum Thirty Year Average Yield
shall not be published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar Period,
then the Thirty Year Constant Maturity Rate for such Dividend Period shall be
the arithmetic average of the two weekly per annum average yields to maturity
(or the one weekly average yield to maturity, if only one such yield shall be
published during the relevant Calendar Period as provided below) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having maturities of not less than twenty-eight
nor more than thirty-two years, as finally published during such Calendar Period
by the Federal Reserve Board or, if the Federal Reserve Board shall not publish
such yields, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If the Corporation determines in good faith
that for any reason the Corporation cannot determine the Thirty Year Constant
Maturity Rate for any Quarterly Dividend Period as provided above in this
paragraph, then the Thirty Year Constant Maturity Rate for such Dividend Period
shall be the arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for each of the issues
of actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not less than twenty-
eight nor more than thirty-two years from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government security dealers
selected by the Corporation.

          The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate shall each be rounded to the nearest five
hundredths of a percentage point.

          The Applicable Rate with respect to each Quarterly Dividend Period
will be calculated as promptly as practicable by the Corporation according to
the appropriate method described herein.  The mathematical accuracy of each such
calculation will be confirmed in writing by independent accountants of
recognized

                                      -5-
<PAGE>

standing. The Corporation will cause each Applicable Rate to be published in a
newspaper of general circulation in New York City and San Francisco prior to the
commencement of the new Quarterly Dividend Period to which it applies and will
cause notice of such Applicable Rate to be enclosed with the dividend payment
checks next mailed to the holder of the Series ____ Preferred Stock.

          For purposes of this Section, the term

(i)   "Calendar Period" shall mean 14 calendar days;

(ii)  "Special Securities" shall mean securities which can, at the option of the
      holder, be surrendered at face value in payment of any Federal estate tax
      or which provide tax benefits to the holder and are priced to reflect such
      tax benefits or which were originally issued at a deep or substantial
      discount;

(iii) "Ten Year Average yield" shall mean the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate securities
      (adjusted to constant maturities of ten years); and

(iv)  "Thirty Year Average Yield" shall mean the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate securities
      (adjusted to constant maturities of thirty years).]

[IF PREFERRED STOCK HAS A FIXED DIVIDEND RATE WITH A CONTINGENT DIVIDEND RATE
ADJUSTMENT, INSERT THE FOLLOWING --

          3.   Dividend Rate.   (a)  Definitions:
               -------------

          (1) "Contingent Dividend Disqualification Period" shall mean any four
consecutive fiscal quarters in which aggregate Earnings Per Share, on a fully
diluted basis, are greater than $__________.

          (2) "Contingent Dividend Qualification Period" shall mean any four
consecutive fiscal quarters [(other than any fiscal quarters occurring within
one year after a Contingent Dividend Disqualification Period)] commencing on or
after __________, in which aggregate Earnings Per Share, on a fully diluted
basis, are less than $__________.

          (3) "Earnings Per Share" shall mean earnings per common share as
reported in the Corporation's financial statements as publicly announced on the
respective Reporting Dates; provided, however, that if for any Dividend Period
earnings per share as reported in the Corporation's financial statements filed
with the Securities and Exchange Commission ("SEC") in its Quarterly Reports on
Form 10-Q and (for the fourth quarter) in its Annual Report on Form 10-K (or
their successor forms), as the case may be, including any amendments thereto
filed with the SEC, vary

                                      -6-
<PAGE>

from the earnings per share announced on the Reporting Date, and, as a result,
the dividend rate must be adjusted up, such adjustment shall be made both
retroactively and prospectively, and any deficiency as a result of such a
retroactive adjustment shall be paid on the next Quarterly Payment Date that is
not less than _____ days after the date of filing such amendment with the SEC
and such deficiency shall be paid to the persons entitled to receive any
dividends otherwise payable on that Quarterly Payment Date. If, as a result of
an amendment to Earnings Per Share filed with the SEC, a dividend rate must be
adjusted down, such adjusted dividend rate shall become effective on the first
Quarterly Dividend Period commencing after the amended earnings per share has
been filed with the SEC, and there shall be no retroactive adjustment.

          (4)  "Quarterly Payment Dates" shall mean __________, __________,
__________ and __________ of each year.

          (5)  "Reporting Date" shall mean the date on which the Corporation
first publicly announces its results of operations for an immediately preceding
fiscal quarter, but in no event later than the date on which the Corporation's
Quarterly Report on Form 10-Q or Annual Report on Form 10-K must be filed with
the Securities and Exchange Commission with respect to the relevant fiscal
period.

          (b)  Rate. The dividend rate on the shares of Series ____ Preferred
Stock for the period (the "Initial Dividend Period") from the respective dates
of original issue thereof to and including __________, shall be _____% per
annum. The dividend rate for each Quarterly Dividend Period thereafter shall be
_____% per annum; provided, however, that in the event of a Contingent Dividend
Qualification Period, the dividend rate shall be changed to _____% per annum for
the first Quarterly Dividend Period during which the first Reporting Date after
the Contingent Dividend Qualification Period occurs. Such dividend rate shall
remain in effect thereafter; provided, that, if a Contingent Dividend
Disqualification Period thereafter occurs, the dividend rate shall again be
_____% per annum, beginning with the first Quarterly Dividend Period commencing
four fiscal quarters after the Contingent Dividend Disqualification Period. The
dividend rate shall continue to be adjusted upon the occurrence of any
subsequent Contingent Dividend Qualification Periods and Contingent Dividend
Disqualification Periods as set forth above.]

[IF THE PREFERRED STOCK HAS A FIXED DIVIDEND DATE, INSERT THE FOLLOWING --

          3.   Dividend Rate.  The Dividend Rate on the shares of Series ____
               -------------
Preferred Stock for the period (the "Initial Dividend Period") from the
respective dates of original issue thereof to and including ___________________,
and for each Quarterly Dividend Period thereafter shall be _____% per annum.]

                                      -7-
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[IF THE PREFERRED STOCK IS REDEEMABLE AT A FIXED PRICE, INSERT THE FOLLOWING --

          4.   Redemption.  [(a)] The corporation, at its option, may redeem
               ----------
shares of the Series ____ Preferred Stock, as a whole or in part, at any time or
from time to time, at a redemption price of $__________ per share plus accrued
and unpaid dividends thereon to the date fixed for redemption[; provided,
however, that no shares of Series ____ Preferred Stock shall be redeemed
hereunder prior to __________]  [If the Series ____ Preferred Stock is
convertible, insert --, unless the closing price of the Common Stock on the New
York Stock Exchange shall have equaled or exceeded _____% of the conversion
price then in effect for at least 20 out of 30 consecutive trading days ending
within five trading days prior to the date notice of redemption is given.  The
"conversion price" shall be the quotient of $_____ divided by the then effective
conversion rate]].

IF THE PREFERRED STOCK IS REDEEMABLE BY THE CORPORATION AT A VARIABLE PRICE,
INSERT THE FOLLOWING --

          4.   Redemption.  [(a)]  The Corporation, at its option, may redeem
               ----------
shares of the Series ____ Preferred Stock, as a whole or in part, at any time or
from time to time, at a redemption price as set forth below, plus accrued and
unpaid dividends thereon to the date fixed for redemption:

          Date of Redemption         Redemption Price per Share
          ------------------         --------------------------

          On or after __________,         ____________________
          but prior to __________.

          On or after __________,         ____________________
          but prior to __________.

          On or after __________.         ____________________

Notwithstanding the foregoing, no shares of Series ____ Preferred Stock shall be
redeemed hereunder prior to __________ [if the Series ____ Preferred Stock is
convertible, insert --unless the closing price of the Common Stock on the New
York Stock Exchange shall have equaled or exceeded __________% of the conversion
price then in effect for at least 20 out of 30 consecutive trading days ending
within five trading days prior to the date notice of redemption is given]].  In
the event of the redemption of less than all of the outstanding shares of Series
____ Preferred Stock under this paragraph 4(a), the Corporation shall effect
such redemption ratably based on the full number of shares of Series ____
Preferred Stock held by each holder thereof.  In the alternative, at the
discretion of the Company, the shares to be so

                                      -8-
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redeemed may be determined by a draw of lots or such other equitable means as
shall be determined from time to time.

          If the Corporation shall redeem shares of Series ____  Preferred Stock
pursuant to this subparagraph (a), notice of such redemption shall be given by
publication (not less than 30 nor more than 90 days prior to the redemption
date) at least once in a newspaper printed in the English language and of
general circulation in the City and County of Los Angeles, State of California
(upon any secular day of the week) stating such election on the part of the
Corporation and that on the redemption date there will become due and payable
upon each of the shares to be redeemed, at the place or places specified in such
notice, the applicable redemption price therein specified.  A similar notice
shall be mailed by first class mail, postage prepaid, not less than 30 nor more
than 90 days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on the stock
register of the Corporation.  Each such notice shall state:  (a) the redemption
date; (b) the number of shares of Series ____ Preferred Stock to be redeemed
and, if less than all the shares held by such holder are to be redeemed, the
number of such shares to be redeemed from such holder; (c) the redemption price;
(d) the place or places where certificates for such shares are to be surrendered
for payment of the redemption price; and (e) that dividends on the shares to be
redeemed will cease to accrue on such redemption date.  Notice having been
mailed as aforesaid, from and after the redemption date (unless default shall be
made by the Corporation in providing money for the payment of the redemption
price) dividends on the shares of the Series ____ Preferred Stock so called for
redemption shall cease to accrue, and said shares shall no longer be deemed to
be outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease.  Upon surrender in accordance with such notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid.  If less than all the outstanding shares of Series
____ Preferred Stock are to be redeemed, shares to be redeemed shall be selected
by the Corporation from outstanding shares of Series ____ Preferred Stock not
previously called for redemption by lot or pro rata (as nearly as may be) in any
method determined by the Corporation in its sole discretion to be equitable.

[IF THE PREFERRED STOCK IS SUBJECT TO MANDATORY REDEMPTION AND A SINKING FUND,
INSERT THE FOLLOWING--]

          (b) Mandatory Redemption; Sinking Fund.

          (1) Sinking Fund.  So long as any Series ____ Preferred Stock shall be
              ------------
outstanding, the Corporation shall, on each of the dates set forth in the
following schedule ("Sinking Fund Payment Dates") set aside as and for a sinking
fund for the

                                      -9-
<PAGE>

redemption of the Series ____ Preferred Stock (the "Sinking Fund"), subject to
the subsequent deferral provided for in paragraph 4(b)(2) hereof, in cash out of
any funds legally available therefor, a sum equal to the product of (i) the
applicable Mandatory-Redemption Price (as hereinafter defined) multiplied by
(ii) the number of shares of Series ____ Preferred Stock set forth opposite such
Sinking Fund Payment Date:

                                                Number of Shares of
Sinking Fund                                    Series ____ Preferred
Payment Date                                    Stock to be Redeemed
------------                                    ---------------------



Notwithstanding the foregoing, in no event shall the Corporation on any Sinking
Fund Payment Date be obligated to set aside in cash an amount with respect to
the Series ____ Preferred Stock greater than a sum equal to the product of the
Mandatory-Redemption Price for such series and the number of the then
outstanding shares of such series.

          (2) Deferral.  Notwithstanding paragraph 4(b)(1) above, each
              --------
Mandatory-Redemption Date (as hereinafter defined) for Series ____ Preferred
Stock may be deferred for a period of one year by the holders of the then
outstanding shares of such series if the holders of at least 66-2/3% of shares
of such series consent thereto in writing at least ten days prior to such date.
The right to defer a Mandatory-Redemption Date may be exercised any number of
times in the manner set forth herein.

          (3) Mandatory-Redemption Price.  The Mandatory-Redemption Price  for
              --------------------------
each share of Series ____ Preferred Stock shall be an amount in cash equal to
$__________, plus all accrued and unpaid dividends thereon, whether or not
earned or declared, to and including the date fixed for redemption.

          (4) Sinking Fund Requirement Cumulative.   If on any Sinking Fund
              -----------------------------------
Payment Date the funds of the Corporation legally available therefor shall be
insufficient to discharge such Sinking Fund requirement in full, funds to the
extent legally available for such purpose shall be set aside for the Sinking
Fund.  Such Sinking Fund requirements shall be cumulative, so that if for any
year or years such requirements shall not be fully discharged as they accrue,
funds legally available therefor, after such payment or provision for dividends,
for each year thereafter shall be applied thereto until such requirements are
fully discharged.

          (5) Use of Sinking Fund.  Thirty days following each Sinking Fund
              -------------------
Payment Date (the "Mandatory-Redemption Date"), the cash in the Sinking Fund
shall be used to acquire by redemption, in the manner provided below, the number
of shares

                                      -10-
<PAGE>

of Series ____ Preferred Stock specified opposite the Sinking Fund Payment Date
in the schedule appearing in paragraph 4(b)(1).

          (6) Partial Redemption Pro Rata.  In the event of the redemption of
              ---------------------------
only a part of the then outstanding Series ____ Preferred Stock pursuant to this
paragraph 4(b), the Corporation shall effect such redemption ratably according
to the full amount each holder of the Series ____ Preferred Stock is otherwise
then entitled to receive.

          (7) Mandatory-Redemption Notice.  In addition to the required notice
              ---------------------------
by publication, not less than 30 days nor more than 90 days prior to the
Mandatory-Redemption Date, written notice (the "Mandatory-Redemption Notice"),
shall be mailed, postage prepaid, to each holder of record of the Series ____
Preferred Stock to be redeemed at his post office address last shown on the
records of the Corporation.  Such Mandatory-Redemption Notice shall state:

(i)    Whether all or less than all of the outstanding shares of Series ____
       Preferred Stock are to be redeemed and the total number of shares being
       redeemed;

(ii)   The number of shares of Series ____ Preferred Stock held by the holder
       that the Corporation intends to redeem;

(iii)  The Mandatory-Redemption Date and Mandatory-Redemption Price;

(iv)   [The date upon which the holder's conversion rights (as hereinafter
       described) as to such shares terminate;]

(v)    That the holder is to surrender to the Corporation in the manner and at
       the price designated, his certificate or certificates representing the
       shares of Series ____Preferred Stock to be redeemed; and

(vi)   That, with the written consent of the holders of _____% of the then
       outstanding shares of such series, the Mandatory-Redemption Date for such
       series may be deferred for a period of one year.

          (8) Surrender of Certificates; Payment.  On or before the Mandatory-
              ----------------------------------
Redemption Date, each holder of shares of Series ____ Preferred Stock to be
redeemed [unless such holder has exercised his right to convert the shares as
provided in Section 6 hereof,] shall surrender the certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Mandatory-Redemption Notice, and thereupon the Mandatory-
Redemption Price for such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be cancelled and retired.  In the event less
than all of the shares represented by such

                                      -11-
<PAGE>

certificate are redeemed, a new certificate representing the unredeemed shares
shall be issued forthwith.

          (9) Rights Subsequent to Mandatory Redemption.  If the Mandatory-
              -----------------------------------------
Redemption Notice shall have been duly given, and if on the Mandatory-Redemption
Date the Mandatory-Redemption Price is either paid or made available for payment
through the deposit arrangement specified in subparagraph (10) below, then
notwithstanding that the certificates evidencing any of the shares of Series
____ Preferred Stock so called for redemption shall not have been surrendered,
the dividends with respect to such shares shall cease to accrue after the
Mandatory-Redemption Date and all rights with respect to such shares shall
forthwith after the Mandatory-Redemption Date terminate, except only the right
of the holders to receive the Mandatory-Redemption Price without interest upon
surrender of their certificate or certificates thereof.

          (10) Deposit of Funds.  On or prior to the Mandatory-Redemption Date,
               ----------------
the Corporation shall deposit with any bank or trust company in either Los
Angeles, California, or New York, New York, having a capital and surplus of at
least $50,000,000 as a trust fund, a sum equal to the aggregate Mandatory-
Redemption Price of all shares of Series ____ Preferred Stock called for
redemption and not yet redeemed or converted, with irrevocable instructions and
authority to the bank or trust company to pay, on and after the Mandatory-
Redemption Date, the Mandatory-Redemption Price to the respective holders upon
the surrender of their share certificates.  From and after the date of such
deposit (but not prior to the Mandatory-Redemption Date), the shares so called
for redemption shall be redeemed.  The deposit shall constitute full payment of
the shares to their holders, and from and after the Mandatory-Redemption Date
the shares shall be deemed to be no longer outstanding, and the holders thereof
shall cease to be shareholders with respect to such shares and shall have no
rights with respect thereto except the rights to receive from the bank or trust
company payment of the Mandatory-Redemption Price of the shares without
interest, upon surrender of their certificates therefor.  Any funds so deposited
and unclaimed at the end of one year from the Mandatory-Redemption Date shall be
released or repaid to the Corporation, after which the holders of shares called
for redemption shall be entitled to receive payment of the Mandatory-Redemption
Price only from the Corporation.]

[IF THE PREFERRED STOCK IS REDEEMABLE AT OPTION OF HOLDER, INSERT APPROPRIATE
LANGUAGE HERE]

          [(c)] In no event shall the Corporation redeem or purchase any shares
of Series ____ Preferred Stock pursuant to this Section 4 unless full cumulative
dividends shall have been paid or declared and set apart for payment upon all
outstanding shares of Series ____ Preferred Stock for all past Dividend Periods,
and unless all matured

                                      -12-
<PAGE>

obligations of the Corporation with respect to all sinking funds, retirement
funds or purchase funds for all series of Preferred Stock then outstanding have
been met.

          5.   Shares to be Retired.  All shares of Series ____ Preferred Stock
               --------------------
redeemed by the Corporation shall be retired and cancelled and shall be restored
to the status of authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued.

[IF THE PREFERRED STOCK IS NOT CONVERTIBLE, INSERT THE FOLLOWING --

          6.   Conversion or Exchange.  The holders of shares of Series ____
               ----------------------
Preferred Stock shall not have any rights herein to convert such shares into or
exchange such shares for shares of any other class or classes or of any other
series of any class or classes of capital stock of the Corporation.]

[IF THE PREFERRED STOCK IS CONVERTIBLE, INSERT THE FOLLOWING--]

          6.   Conversion Rights.  (a)  The holder of any share or shares of
               -----------------
Series ____ Preferred Stock shall have the right, at any time, to convert any
shares of Series ____ Preferred Stock (except any share of Series ____ Preferred
Stock which shall have been called for redemption pursuant to the provisions
hereof, the conversion right with respect thereto shall terminate on the close
of business of the date fixed for redemption) into fully paid and non-assessable
shares of the common stock of the Corporation, at a conversion rate of _____
(_____) shares of common stock for each share of Series ____ Preferred Stock,
subject to adjustment as hereinafter provided.  The conversion right herein
granted shall be exercised by the surrender of a certificate or certificates for
Series ____ Preferred Stock to be so converted at the office of any transfer
agent for the Series ____ Preferred Stock, at any time during its usual business
hours, together with written notice that the holder elects to convert the same,
or a stated number of shares thereof, which notice shall state the name or names
(with addresses) in which the certificate or certificates of common stock shall
be issued.  Every such notice of election to convert shall constitute a contract
between the holder of such Series ____ Preferred Stock and the Corporation,
whereby such holder shall be deemed to subscribe for the amount of common stock
which he will be entitled to receive upon such conversion and, in payment and
satisfaction of such subscription (and any cash adjustment to which he may be
entitled), to surrender such Series ____ Preferred Stock and to release the
Corporation from all obligation on the shares to be converted and whereby the
Corporation shall be deemed to agree that the surrender of such shares and the
extinguishment of obligation thereon shall constitute full payment for the
common stock so subscribed for and to be issued upon such conversion.

          (a)  As promptly as practicable after the surrender for conversion of
any Series ____ Preferred Stock and the payment in cash of any amount required
by

                                      -13-
<PAGE>

paragraph (i) of this Section 6, the Corporation shall deliver or cause to be
delivered to or upon the written order of the holder of such Series ____
Preferred Stock certificates representing the number of shares of common stock
issuable upon such conversion, issued in such name or names as such holder shall
have directed, together with cash in respect of any fractional interest in a
share of Common Stock issuable upon such conversion and, if only a part of such
Series ____ Preferred Stock is converted, a certificate or certificates for the
unconverted shares of Series ____ Preferred Stock.  Such conversion shall be
deemed to have been made at the close of business on the day of surrender of the
Series ____    Preferred Stock for conversion, and the rights of the holder of
such stock as a Series ____ Preferred Stockholder, in respect of the stock
surrendered for conversion, shall cease at such time and the person or persons
in whose name or names the certificates for such shares are to be issued shall
be treated for all purposes as having become the record holder or holders of
common stock at such time and such conversion shall be at the conversion rate in
effect at such time; provided, however, that no such surrender on any date when
the stock transfer books of the Corporation shall be closed shall be effective
to constitute the person or persons entitled to receive the shares of common
stock upon such conversion as the record holder or holders of such shares on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of common stock as the record holder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open and such conversion
shall be at the conversion rate in effect at the opening of business on such
next succeeding day.

          If the last day for the exercise of the conversion is a legal holiday
in the city in which the transfer agent to which shares are presented for
conversion is located, then such conversion right may be exercised (at the
conversion rate in effect on such last day) upon the next succeeding day not in
such city a legal holiday.

          (b) No payment or adjustment shall be made upon any conversion in
respect of dividends accrued and unpaid on the Series ____ Preferred Stock to
the date of conversion or in respect of any dividends on the common stock issued
upon such conversion.

          (c) The conversion rate shall be subject to adjustment from time to
time as follows:

              (i) In case the Corporation shall at any time (A) pay a dividend
     or make a distribution on shares of its common stock in shares of its
     capital stock (whether shares of common stock or of capital stock of any
     other class), (B) subdivide or reclassify its outstanding shares of common
     stock into a greater number of securities (including shares of common
     stock), or (C) combine or reclassify its outstanding shares of common stock
     into a smaller number of shares (including shares of common stock), the
     conversion rate in

                                      -14-
<PAGE>

     effect immediately prior thereto shall be adjusted so that the holder of
     record of any shares of Series ____ Preferred Stock thereafter surrendered
     for conversion shall be entitled to receive the number of shares of the
     Corporation which he would have owned or have been entitled to receive
     after the happening of any of the events described above had such shares of
     Series ____ Preferred Stock been converted immediately prior to the
     happening of such event. An adjustment made pursuant to this subparagraph
     (i) shall become effective immediately after the record date in the case of
     a dividend and shall become effective immediately after the effective date
     in the case of a subdivision or combination. If, as a result of an
     adjustment made pursuant to this subparagraph (i), the holder of any Series
     ____ Preferred Stock thereafter converted shall become entitled to receive
     shares of two or more classes of capital stock of the Corporation, the
     Board of Directors of the Corporation (whose determination shall be
     conclusive) shall determine the allocation of the adjusted conversion rate
     between or among shares of such classes of capital stock.

     In the event that at any time, as a result of an adjustment made pursuant
     to this subparagraph (i), the holder of any Series ____ Preferred Stock
     thereafter converted shall become entitled to receive any shares or other
     securities of the Corporation other than shares of common stock, thereafter
     the number of such other shares so received upon conversion of any Series
     ____ Preferred Stock shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the shares of common stock contained in this paragraph
     6(d), and other provisions of this Section 6 with respect to the shares of
     common stock shall apply on like term to any such other shares or other
     securities.

               (ii) In case the Corporation shall fix a record date for the
     issuance of rights or warrants to all holders of its common stock entitling
     them (for a period expiring within 45 days after such record date) to
     subscribe for or purchase common stock (or securities convertible into
     common stock) at a price per share (or a conversion price per share) less
     than the current market price per share of common stock (as defined in
     subparagraph (iv) below) at such record date, the conversion rate in effect
     immediately prior thereto shall be adjusted so that the same shall equal
     the rate determined by multiplying the conversion rate in effect
     immediately prior to such record date by a fraction of which the numerator
     shall be the number of shares of common stock outstanding on such record
     date plus the number of additional shares of common stock offered for
     subscription or purchase (or into which the convertible security or
     securities so offered are initially convertible), and of which the
     denominator shall be the number of shares of common stock outstanding on
     such record date plus the number of shares which the aggregate offering
     price of the total number of

                                      -15-
<PAGE>

     shares so offered (or the aggregate initial conversion price of the
     convertible securities so offered) would purchase at such current market
     price. Such adjustment shall be made successively whenever such a record
     date is fixed, and shall become effective immediately after such record
     date. In determining whether any rights or warrants entitle the holders to
     subscribe for or purchase shares of common stock at less than such current
     market price, and in determining the aggregate offering price of such
     shares, there shall be taken into account any consideration received by the
     Corporation for such rights or warrants, the value of such consideration,
     if other than cash to be determined by the Board of Directors of the
     Corporation. Common stock owned by or held for the account of the
     Corporation or any majority owned subsidiary shall not be deemed
     outstanding for the purpose of any adjustment required under this
     subparagraph (ii).

               (iii)  In case the Corporation shall fix a record date for making
     a distribution to all holders of its common stock of evidences of its
     indebtedness or assets (excluding regular quarterly or other periodic or
     recurring cash dividends or distributions and cash dividends or
     distributions paid from retained earnings or referred to in subparagraph
     (i) above) or rights or warrants to subscribe or purchase any of the
     foregoing (excluding those referred to in subparagraph (ii) above), or any
     other securities of the Corporation other than common stock, then in each
     such case the conversion rate shall be adjusted so that the same shall
     equal the rate determined by multiplying the conversion rate in effect
     immediately prior to such record date by a fraction of which the numerator
     shall be the current market price (as defined in subparagraph (iv) below)
     per share of the common stock on such record date, and the denominator of
     which shall be such current market price per share of common stock, less
     the then fair market value (as determined in good faith by the Board of
     Directors, whose determination shall be conclusive) of the portion of the
     assets or evidences of indebtedness so distributed or of such rights or
     warrants applicable to one share of common stock.  Such adjustment shall be
     made successively whenever such a record date is fixed and shall become
     effective immediately after such record date.  Notwithstanding the
     foregoing, in the event that the Corporation shall distribute any rights or
     warrants to acquire capital stock ("Rights") pursuant to this subparagraph
     (iii), the distribution of separate certificates representing such Rights
     subsequent to their initial distribution (whether or not such distribution
     shall have occurred prior to the date of the issuance of such Series ____
     Preferred Stock) shall be deemed to be the distribution of such Rights for
     purposes of this subparagraph (iii); provided that the Corporation may, in
     lieu of making any adjustment pursuant to this subparagraph (iii) upon a
     distribution of separate certificates representing such Rights, make proper
     provision so that each holder of such Series ____ Preferred Stock who
     converts such Series ____ Preferred Stock (or any portion thereof)

                                      -16-
<PAGE>

     (A) before the record date for such distribution of separate certificates
     shall be entitled to receive upon such conversion shares of common stock
     issued with Rights and (B) after such record date and prior to the
     expiration, redemption or termination of such Rights shall be entitled to
     receive upon such conversion, in addition to the shares of common stock
     issuable upon such conversion, the same number of such Rights as would a
     holder of the number of shares of common stock that such Series ____
     Preferred Stock so converted would have entitled the holder thereof to
     purchase in accordance with the terms and provisions of and applicable to
     the Rights if such Series ____ Preferred Stock were converted immediately
     prior to the record date for such distribution. Common stock owned by or
     held for the account of the Corporation or any majority owned subsidiary
     shall not be deemed outstanding for the purpose of any adjustment required
     under this subparagraph (iii).

               (iv) For the purpose of any computation under subparagraph (ii)
     and (iii) above, the current market price per share of common stock at any
     date shall be deemed to be the average of the daily Closing Prices for the
     thirty consecutive business days commencing forty-five business days before
     the day in question.  The Closing Price for any day shall be (A) if the
     common stock is listed or admitted for trading on any national securities
     exchange, the last sale price (regular way), or the average of the closing
     bid and ask prices, if no sale occurred, of common stock on the principal
     securities exchange on which the common stock is listed, (B) if not listed
     as described in (A), the mean between the closing high bid and low asked
     quotations of common stock in the National Association of Securities
     Dealers, Inc., Automated Quotation System, or any similar system or
     automated dissemination of quotations of securities prices then in common
     use, if so quoted, or (C) if not quoted as described in clause (B), the
     mean between the high bid and low asked quotations for common stock as
     reported by the National Quotation Bureau Incorporated if at least two
     securities dealers have inserted both bid and asked quotations for common
     stock on at least 5 of the 10 preceding days.  If none of the conditions
     set forth above is met the Closing Price of common stock on any day or the
     average of such Closing Prices for any period shall be the fair market
     value of common stock as determined by a member firm or the New York Stock
     Exchange, Inc. selected by the Corporation.

               (v)  (A)  Nothing contained herein shall be construed to require
     an adjustment in the conversion rate as a result of the issuance of common
     stock pursuant to, or the granting or exercise of any rights under, any
     plan adopted by the Corporation providing for the purchase of shares of
     common stock by the Corporation's stockholders or employees at a price not
     less than 90% of the"average market price" during the "pricing period" as
     such terms, or

                                      -17-
<PAGE>

     equivalent terms, are defined in, and as calculated pursuant to, such plans
     from time to time.

               (B)  In addition, no adjustment in the conversion rate shall be
     required unless such adjustment would require an increase or decrease of at
     least 1% in such rates provided, however, that any adjustments which by
     reason of this subparagraph (v)(B) are not required to be made shall be
     carried forward and taken into account in any subsequent adjustment;
     further provided, however, that any adjustments which by reason of this
     subparagraph (v)(B) are not otherwise required to be made shall be made no
     later than ___ years after the date on which occurs an event that requires
     an adjustment to be made or carried forward.

               (C)  All calculations under this Section 6 shall be made to the
     nearest cent or to the nearest one-hundredth of a share, as the case may
     be.  Anything in this Section 6 to the contrary notwithstanding, the
     Corporation shall be entitled to make such increases in the conversion
     rate, in addition to those required by this paragraph (d), as it in its
     discretion shall determine to be advisable in order that any stock
     dividends, subdivision of shares, distribution of rights to purchase stock
     or securities, or distribution of securities convertible into or
     exchangeable for stock hereafter made by the Corporation to its
     shareholders shall not be taxable.

               (vi) In any case in which this paragraph (d) provides that an
     adjustment shall become effective immediately after a record date for an
     event, the Corporation may defer until the occurrence of such event (A)
     delivering to the holder of any Series ____ Preferred Stock converted after
     such record date and before the occurrence of such event the additional
     shares of common stock deliverable upon such conversion by reason of the
     adjustment required by such event over and above the common stock
     deliverable upon such conversion before giving effect to such adjustment
     and (B) paying to such holder any amount in cash in lieu of any fraction
     pursuant to paragraph (e), provided, however, that the Corporation shall
     deliver to such holder a due bill or other appropriate instrument
     evidencing such holder's rights to receive such additional shares, and such
     cash, upon the occurrence of the event requiring such adjustment.  If such
     event does not occur, no adjustments shall be made pursuant to this
     paragraph (d).

          (d)  No fractional shares of stock shall be issued upon the conversion
of any Series ____ Preferred Stock.  If more than one share of Series ____
Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of common stock which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series ____ Preferred Stock so surrendered.  Instead of any fractional
share of common stock which would

                                      -18-
<PAGE>

otherwise be issuable upon conversion of any Series ____ Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the Closing Price per share of common stock on the
business day which immediately precedes the day of conversion.

          (e) In case any of the following shall occur while any Series ____
Preferred Stock is outstanding:  (i) any reclassification or change of the
outstanding shares of common stock deliverable upon conversion of the Series
____ Preferred stock (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination, but including any change in the shares of common stock into two or
more classes or series of securities); or (ii) any consolidation or merger to
which the Corporation is a party (other than a consolidation or a merger in
which the Corporation is the continuing corporation and which does not result in
any reclassification of, or change other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, the outstanding shares of common stock issuable
upon conversion of the Series ____ Preferred Stock); or (iii) any sale or
conveyance to another corporation of the properties and assets of the
Corporation as an entirety or substantially as an entirety; then the
Corporation, or such successor or purchasing corporation, as the case may be,
shall make appropriate provision in its charter or otherwise so that the holders
of the Series ____ Preferred Stock then outstanding shall have the right at any
time thereafter to convert such Series ____ Preferred Stock into the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of common stock issuable upon conversion of such Series
____ Preferred Stock immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance.  Such provision shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 6.  The above provisions of this
paragraph (f) shall similarly apply to successive reclassification, changes,
consolidations, mergers, sales or conveyances.

          (f) The Corporation will at all times reserve and keep available out
of its authorized but unissued or treasury stock, solely for the purpose of
issue upon conversion of the Series ____ Preferred Stock as provided in this
Section 6, such number of shares of common stock as shall from time to time be
sufficient to effect the conversion of all outstanding Series ____ Preferred
Stock.

          (g) Before taking any action which would cause an adjustment
increasing the conversion rate so that the liquidation value divided by the
conversion rate is below the then par value of the shares of common stock, the
Corporation will take any corporate action which may, in the opinion of its
counsel, be necessary in

                                      -19-
<PAGE>

order that the Corporation may validly and legally issue fully paid and non-
assessable shares of common stock at the conversion rate as so adjusted.

          (h) The issuance of certificates for shares of common stock upon
conversion of Series ____ Preferred Stock shall be made without charge to the
converting stockholder for such certificates or for any tax in respect of the
issuance of such certificates, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holder of the Series
____ Preferred Stock converted.  However, if any such certificate is to be
issued in a name other than that of the holder of the converted Series ____
Preferred Stock, the Corporation shall not be required to issue or deliver any
stock certificate or certificates unless and until the holder has paid to the
Corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid.

          (i) Whenever the conversion rate then in effect is adjusted as herein
provided, the Corporation shall mail to each holder of the Series ____ Preferred
Stock at such holder's address as it shall appear on the books of the
Corporation a statement setting forth the adjusted conversion rate, then and
thereafter effective under the provisions hereof together with the facts, in
reasonable detail, upon which such adjustment is based.

          (j) In case (i) the Corporation shall declare a dividend (or any other
distribution) on its common stock other than in cash out of its current or
retained earnings, or (ii) other than pursuant to any plan in accordance with
paragraph (d)(v)(A) above, the Corporation shall authorize the granting to the
holders of its common stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any other rights or warrants, or
(iii) of any reclassification or change of the common stock of the Corporation
(other than a subdivision or combination of its outstanding shares of common
stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the
Corporation is required or the sale or transfer of all or substantially all of
the assets of the Corporation, or (iv) of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation; the Corporation shall
mail to each holder of Series ____ Preferred Stock at such holder's address as
it shall appear on the books of the Corporation, at least fifteen days prior to
the applicable record date hereinafter specified, a notice stating (x) the
record date for such dividend, distribution or rights, or, if a record is not to
be taken, the date as of which the holders of common stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of common stock of record shall be entitled to
exchange their

                                      -20-
<PAGE>

shares of common stock for securities or other property deliverable upon such
reclassification, consolidation, merger, dissolution, liquidation or winding up.
No failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the legality or validity of any such transaction or any adjustment
in the conversion rate or conversion price required by this Section 6.]

[IF THE PREFERRED STOCK IS EXCHANGEABLE FOR OTHER SECURITIES, INSERT APPROPRIATE
LANGUAGE HERE]

          7.   Voting.  Except as hereinafter in this Section 7 expressly
               ------
provided or as otherwise required by law, the Series ____ Preferred Stock shall
have no voting power.

[IF THE PREFERRED STOCK IS GENERAL VOTING STOCK, INSERT THE FOLLOWING --

          (a)  Special Voting Rights.]

          Whenever and as often as dividends payable on any share or shares of
the Preferred Stock at the time outstanding shall be accumulated and unpaid in
an amount equivalent to or exceeding _____ quarterly dividends (whether or not
declared and whether or not consecutive), the holders of record of the Preferred
Stock of all series shall thereafter have the right, as a single class, to elect
two directors, and, subject to the terms of any outstanding series of Preferred
Stock, the holders of record of the common stock, as a single class, shall have
the right to elect the remaining authorized number of Directors.  In any such
election, the holders of shares of Series ____ Preferred Stock shall be entitled
to cast one vote per share.

          Upon the happening of the _____ dividend defaults hereinabove set
forth, a special meeting of stockholders of the Corporation then entitled to
vote shall be called by the Chairman of the Board or the President or the
Secretary of the Corporation, if requested in writing by the holders of record
of not less than ten percent of the Preferred Stock then outstanding.  At such
special meeting, or, if no such special meeting shall have been called, then at
the next annual meeting of stockholders, the stockholders of the Corporation
then entitled to vote shall elect, voting as above provided, an entirely new
Board of Directors, and the term of office of the Directors in office at the
time of such election shall expire upon the election of their successors at such
meeting; provided, however, that nothing herein contained shall be construed to
be a bar to the re-election of any Director at such meeting.  At all meetings of
stockholders at which holders of Preferred Stock shall be entitled to vote for
Directors as a single class, the holders of a majority of the outstanding shares
of each class or series of capital stock of the Corporation having the right to
vote as a single class shall be necessary to constitute a quorum, whether
present in person or by proxy for the election by that class or series of its
designated Directors.  In order to

                                      -21-
<PAGE>

validate an election of Directors by stockholders voting as a class, such
Directors shall be elected by the vote of at least a plurality of shares held by
such stockholders present or represented at the meeting. At any such meeting,
the election of Directors by stockholders voting as a class shall be valid
notwithstanding that a quorum of other stockholders voting as one or more
classes may not be present or represented at such meeting, and if any
stockholder voting as a class shall elect Directors, the Directors so elected
shall be deemed to be Directors of the Corporation unless and until the other
stockholders entitled to vote as one or more classes shall elect their
Directors.

          While class voting is in effect with respect to the Preferred Stock,
any Director elected by holders of Preferred Stock voting as a class may be
removed at any annual or special meeting, by vote of a majority of the
stockholders voting as a class who elected such Director, for any cause deemed
sufficient by such stockholders present at such meeting.  In case any vacancy
shall occur among the Directors elected by such stockholders voting as a class,
such vacancy may be filled by the remaining Director so elected, or his
successor then in office, and the Director so elected to fill such vacancy shall
serve until the next meeting of stockholders for the election of Directors.

          Such voting rights of the holders of Preferred Stock as a single
class, once effective, shall continue only until all arrears in dividends
(whether or not declared) on the Preferred Stock shall have been paid or
declared and set apart for payment at which time the right of the Preferred
Stock to vote as a single class for the election of Directors, as hereinabove
set forth, shall terminate.  Upon such termination, a special meeting of the
stockholders of the Corporation then entitled to vote may be called by the
Chairman of the Board or the President, and shall be called by the Chairman of
the Board or the President or the Secretary of the Corporation if requested in
writing by the holders of record of not less than one percent of the common
stock then outstanding, and at such special meeting, or if no such special
meeting shall have been called then at the next annual meeting of the
stockholders the stockholders of the Corporation then entitled to vote shall
elect an entirely new Board of Directors and the term of office of the Directors
in office at the time of such election shall expire upon the election of their
successors at such meeting; provided, however, that nothing herein contained
shall be construed to be a bar to the re-election of any such Director at such
meeting.

          The consent of the holders of at least two-thirds of the number of
shares of Preferred Stock at the time outstanding, given in person or by proxy,
either in writing or at a meeting of stockholders at which the holders of the
Preferred Stock shall vote separately as a class without regard to series, the
holders of shares of Series ____ Preferred Stock being entitled to cast one vote
per share thereon, shall be necessary for effecting or validating:

                                      -22-
<PAGE>

               (i)  any change in the Restated Certificate of Incorporation or
     certificate supplemental thereto or By-laws of the Corporation which would
     materially and adversely alter or change the preferences, privileges,
     rights or powers given to the holders of the Preferred Stock; provided,
     that if one or more but not all series of Preferred Stock at the time
     outstanding are so affected, only the consent of the holders of at least
     two-thirds of each series so affected voting separately as a class, shall
     be required; or

               (ii) the issuance of any shares of any other class of stock of
     the Corporation ranking prior to the Preferred Stock.

          The term "ranking prior to the Preferred Stock" shall mean and include
all shares of stock of the Corporation in respect of which the rights of the
holders thereof as to the payment of dividends or as to distributions in the
event of a voluntary or an involuntary liquidation, dissolution or winding up of
the Corporation, are given preference over the rights of the holders of the
Preferred Stock.

[IF PREFERRED STOCK IS GENERAL VOTING CONVERTIBLE STOCK, INSERT THE FOLLOWING --

          (b)  General Voting Rights. In addition to the voting rights conferred
               ---------------------
by Section 7(a) hereof, the holders of Series ____ Preferred Stock shall be
entitled to vote, together with holders of common stock, on all matters
submitted to the vote of the holders of common stock, including the election of
directors. Upon any matter so submitted to the vote or the shareholders having
voting rights with respect thereto, each holder of Series ____ Preferred Stock
shall be entitled to the number of votes per share of Series ____ Preferred
Stock equal to the number of whole shares of common stock into which such share
of Series ____ Preferred Stock is convertible on the record date set for
determining the holders of shares entitled to vote upon the matter submitted to
such vote.]

          8.   Liquidation Preference.  In the event of any liquidation,
               ----------------------
dissolution or winding up of the Corporation, voluntary or involuntary, the
holders of all shares of Series ____ Preferred Stock shall be entitled to be
paid in full out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the holders of
common stock or of any other shares of stock of the Corporation ranking as to
such distribution junior to the Series ____ Preferred Stock, an amount equal to
$_____ per share plus an amount equal to any accrued and unpaid dividends
thereon to the date fixed for payment of such distribution.  If, upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series ____ Preferred Stock
and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the Series ____ Preferred Stock are not paid in
full, the holders of the Series ____ Preferred Stock and of such other shares
shall share ratably

                                      -23-
<PAGE>

in any such distribution of assets of the Corporation in proportion to the full
respective preferential amounts to which they are entitled. After payment to the
holders of the Series ____ Preferred Stock of the full preferential amounts
provided for in this Section 8, the holders of the Series ____ Preferred Stock
shall be entitled to no further participation in any distribution of assets by
the Corporation.

          Consolidation or merger of the Corporation with or into another
corporation or corporations, or a sale whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a liquidation, dissolution
or winding up of the Corporation within the meaning of this paragraph 8.

          9.  Limitation on Dividends on Junior Ranking Stock.  So long as any
              -----------------------------------------------
Series ____ Preferred Stock shall be outstanding, the Corporation shall not
declare any dividends on the common stock of the Corporation or any other stock
of the Corporation ranking as to dividends or distribution of assets junior to
the Series ____ Preferred Stock (the common stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment on account of, or set
apart money for, a sinking or other analogous fund for the purchase, redemption
or other retirement of any shares of Junior Stock, or make any distribution in
respect thereof, whether in cash or property or in obligations or stock of the
Corporation, other than Junior Stock (such dividends, payments, setting apart
and distributions being herein called "Junior Stock Payments"), unless all of
the conditions set forth in the following subsections A and B shall exist at the
date of such declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment or
distribution in the case of any other Junior Stock Payment:

     A.   Full cumulative dividends shall have been paid or declared and set
apart for payment upon all outstanding shares of Preferred Stock other than
Junior Stock.

     B.   The Corporation shall not be in default or in arrears with respect to
any sinking or other analogous fund or any call for tenders, obligation or other
agreement for the purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock.

                                      -24-

