
<PAGE>
 
                                                                   EXHIBIT 99.26

                                    FORM OF

                          CERTIFICATE OF DESIGNATIONS

                                      OF

              THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                      OF

                            BOSTON PROPERTIES, INC.

                               ________________

     Boston Properties, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify:

     That, pursuant to authority conferred upon the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation of said
Corporation, and pursuant to the provisions of Section 151 the Delaware General
Corporation Law, said Board of Directors, at a meeting duly held on September
__, 1998, adopted a resolution providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of a series of preferred stock, which
resolution is as follows:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of the Amended and Restated
Certificate of Incorporation of the Corporation, a series of preferred stock of
the Corporation designated as Series A Convertible Redeemable Preferred Stock
be, and it hereby is, created and authorized, and the issuance thereof is
provided for, and that the designation and number of shares, and relative
rights, preferences and powers thereof, shall be as set forth in the form
appended hereto as Exhibit A.
                   --------- 

     IN WITNESS WHEREOF, Boston Properties, Inc. has caused this certificate to
be executed in its name and on its behalf by its _____________ as of this ___
day of ______, 1998.

                               BOSTON PROPERTIES, INC.

                               By: 
                                   -------------------------
                                   Name:
                                   Title:
<PAGE>
 
                                   EXHIBIT A
                                   ---------

(1)  Designation and Number.  A series of Preferred Stock, designated the
     ----------------------                                              
     "Series A Convertible Redeemable Preferred Stock" (the "Series A Preferred
     Stock") is hereby established.  The number of shares of Series A Preferred
     Stock hereby authorized shall be two million (2,000,000).

(2)  Definitions.  For purposes of the Series A Preferred Stock, the following
     -----------                                                              
     terms shall have the meanings indicated:

     "Cash Business Combination" means a Transaction in which the fair market
     value of the aggregate consideration into which the outstanding shares of
     Common Stock are or will be exchanged or converted, or which holders of
     such shares will be entitled to receive, consists of 40% or less voting
     common equity.  In determining whether a Transaction is a Cash Business
     Combination, the following will apply: (a) if elections for the type of
     consideration may be made by the holders of Common Stock, it will be
     assumed that all holders of Common Stock elect or will elect consideration
     other than voting common equity, (b) the determination shall be made in
     good faith by the Board of Directors, based on the fair market values of
     the consideration to be issued in the Transaction as of the date the
     definitive merger or other agreement relating thereto is entered into, and
     (c) if any of the consideration to be issued in the Transaction is a
     publicly traded security, the fair market value of that security shall be
     the Current Market Price of such security as of the date the definitive
     merger or other agreement relating thereto is entered into.

     "Common Stock" shall mean the common stock, par value $.01 per share, of
     the Corporation.

     "Conversion Price" shall mean the conversion price per share of Common
     Stock for which each share of Series A Preferred Stock is convertible, as
     such Conversion Price may be adjusted pursuant to Section 7 hereof.  The
     initial Conversion Price shall be an amount equal to $38.10.

     "Conversion Date" shall have the meaning set forth in paragraph (d) of
     Section 7 hereof.

     "Conversion Period" shall have the meaning set forth in paragraph (a) of
     Section 7 hereof.

     "Conversion Right" shall have the meaning set forth in paragraph (a) of
     Section 7 hereof.

     "Current Market Price" of a share of Common Stock or of a publicly traded
     security of any other issuer for any day shall mean the last reported sales
     price, regular way, on 

                                       2
<PAGE>
 
     such day, or, if no sale takes place on such day, the average of the
     reported closing bid and asked prices on such day, regular way, in either
     case as reported on the New York Stock Exchange ("NYSE") or, if such
     security is not listed or admitted for trading on the NYSE, on the
     principal national securities exchange on which such security is listed or
     admitted for trading or, if not listed or admitted for trading on any
     national securities exchange, on the Nasdaq National Market or, if such
     security is not quoted on such Nasdaq National Market, the average of the
     closing bid and asked prices on such day in the over-the-counter market as
     reported by Nasdaq or, if bid and asked prices for such security on such
     day shall not have been reported through Nasdaq, the average of the bid and
     asked prices on such day as furnished by any NYSE member firm regularly
     making a market in such security selected for such purpose by the Chief
     Executive Officer of the Corporation.

     "Dividend Payment Date" shall mean the fifteenth day of February, May,
     August and November, in each year, commencing on ___________, 199_;
     provided, however, that if any Dividend Payment Date falls on any day other
     than a Business Day, the dividend payment due on such Dividend Payment Date
     shall be paid on the first Business Day immediately following such Dividend
     Payment Date.

     "Dividend Periods" shall mean quarterly dividend periods from and after a
     Dividend Payment Date and to and excluding the next succeeding Dividend
     Payment Date (other than the initial Dividend Period, which shall commence
     on the day after the Issue Date and end on and exclude __________, 199_)

     "Fair Market Value" shall mean the average of the daily Current Market
     Prices per share of Common Stock during the ten (10) consecutive Trading
     Days selected by the Corporation commencing not more than 20 Trading Days
     before, and ending not later than, the earlier of the day in question and
     the day before the "ex" date with respect to the issuance or distribution
     requiring such computation. The term "`ex' date," when used with respect to
     any issuance or distribution, means the first day on which shares of Common
     Stock trade regular way, without the right to receive such issuance or
     distribution, on the exchange or in the market, as the case may be, used to
     determine that day's Current Market Price.

     "Forced Conversion" has the meaning set forth in Section 7(b) hereof.

     "Forced Conversion Amount" shall mean the number of shares of Series A
     Preferred Stock which the Corporation may require to be converted as
     provided in paragraph 7(b).

     "Forced Conversion Option" shall have the meaning set forth in paragraph
     (b) of Section 7 hereof.

     "Issue Date" shall mean ____________, 199_ [the date the shares are
     purchased].

                                       3
<PAGE>
 
     "Junior Preferred Stock" shall mean any class or series of capital stock of
     the Corporation the holders of which are entitled to the receipt of
     dividends or of amounts distributable upon liquidation, dissolution or
     winding up, as the case may be, junior in priority to the holders of the
     Series A Preferred Stock, but senior in priority to the holders of Common
     Stock.

     "Junior Stock" shall mean the Common Stock and any other class or series of
     capital stock of the Corporation constituting junior stock within the
     meaning set forth in paragraph (a) of Section 9 hereof.

     "Liquidation Preference" shall have the meaning set forth in paragraph (a)
     of Section 4 hereof.

     "Option Strike Date" shall have the meaning set forth in paragraph (a) of
     Section 5 hereof.

     "Parity Stock" shall have the meaning set forth in paragraph (b) of Section
     9 hereof.

     "Partnership" shall mean Boston Properties Limited Partnership, a Delaware
     limited partnership, or any successor entity.

     "Preferred Rate" shall mean, at any given time, the rate per annum as to
     which dividends accrue on each share of Series A Preferred Stock, based on
     the Liquidation Preference, for purposes of determining the Stated
     Quarterly Dividend in effect at such time, as set forth in the following
     schedule:

     Time Period                              Preferred Rate
     -----------                              --------------

     [Issue Date] to March 31, 1999           5.0%
     April 1, 1999 to December 31, 1999       5.5%
     January 1, 2000 to December 31, 2000     5.625%
     January 1, 2001 to December 31, 2001     6.0%
     January 1, 2002 to December 31, 2002     6.5%
     January 1, 2003 to _______, 2009 
          [up to the midpoint of year 11]     7.0%
     ________, 2009 and thereafter            6.0%

     "Ratchet Dividend" shall mean for each Dividend Payment Date a dividend
     payable, if applicable, per share of Series A Preferred Stock in respect of
     the Dividend Period ending on such Dividend Payment Date.  The Ratchet
     Dividend for each Dividend Period shall be equal to the dividend which
     would have been paid in respect of such share of Series A Preferred Stock
     had (i) such share of Series A Preferred Stock been converted into (x) a
     number of shares of Common Stock determined by dividing the Liquidation
     Preference by the Conversion Price in effect on such Dividend Payment Date
     and any (y) Other Securities (as defined below) issuable upon such
     conversion and (ii) there had been paid in respect of each such share of
     Common Stock and Other Securities (including any fractional portion thereof
     to the fourth decimal) a dividend (the "Regular Dividend") equal to the
     regular, quarterly cash dividend paid to holders 

                                       4
<PAGE>
 
     of record of Common Stock and Other Securities on that record date (the
     "Reference Record Date") which is closest to the end of the calendar
     quarter preceding such Dividend Payment Date. For purposes of determining
     the Ratchet Dividend, in the event that a special cash dividend or
     distribution was paid to holders of Common Stock and Other Securities on
     the Reference Record Date or at any time prior to the Reference Record Date
     and after the last record date for regular, quarterly cash dividends, then
     in such event the Ratchet Dividend shall include, in addition to the
     Regular Dividend paid in respect of the Reference Record Date, the amount
     of such special cash dividend or distribution paid in respect of each share
     of Common Stock or Other Security (for clarity, it is noted that the effect
     of this sentence is to assure that in calculating the Ratchet Dividend the
     holders of Series A Preferred Stock will benefit from any cash dividends or
     distributions paid in respect of Common Stock and Other Securities even if
     such cash dividends or distributions might not be characterized as
     "regular, quarterly cash dividends"). In the event that a share of Series A
     Preferred Stock is outstanding for only a portion of a Dividend Period,
     then the Ratchet Dividend with respect to such share of Series A Preferred
     Stock and such Dividend Period shall be determined as provided in the
     preceding sentence but shall then be adjusted by multiplying such amount by
     a fraction, the numerator of which equals the number of days such share of
     Series A Preferred Stock had been outstanding during such period and the
     denominator of which shall equal the total number of days during such
     Dividend Period. As used herein, the term "Other Security" means any
     security in addition to Common Stock (including Junior Preferred Stock)
     which may be issuable to a holder of Series A Preferred Stock upon
     conversion of a share of Series A Preferred Stock.

     "Redemption Notice" shall have the meaning set forth in paragraph (b) of
     Section 5 hereof.

     "Redemption Right" shall have the meaning set forth in paragraph (a) of
     Section 5 hereof.

     "Securities" shall have the meaning set forth in paragraph (g)(iii) of
     Section 7 hereof.

     "Series A Preferred Nominee" shall have the meaning set forth in Section
     3(j).

     "Series A Preferred Stock" shall have the meaning set forth in Section 1
     hereof.

     "Source Agreements" shall mean that certain Master Transaction Agreement
     dated September __, 1998 by and among the Corporation, the Partnership and
     certain other parties listed therein, and each of the other agreements
     contemplated therein.

     "Stated Quarterly Dividend" shall mean for each Dividend Payment Date a
     dividend payable, if applicable, per share of Series A Preferred Stock in
     respect of the Dividend Period ending on such Dividend Payment Date.  The
     Stated Quarterly Dividend for 

                                       5
<PAGE>
 
     each Dividend Period shall equal the sum of the following products for each
     day in such Dividend Period on which the share of Series A Preferred Stock
     is outstanding: (i) the Preferred Rate in effect on such day divided by
     365, multiplied by (ii) the Liquidation Preference.

     "Target Amount" shall mean that number of shares of Series A Preferred
     Stock having a Liquidation Preference equal to one-sixth of the aggregate
     Liquidation Preference of the Series A Preferred Stock created hereby and
     issued on the Issue Date.

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

     "Transaction" shall have the meaning set forth in paragraph (h) of Section
     7 hereof.

(3)  Dividends.
     --------- 

     (a)  The holders of Series A Preferred Stock shall be entitled to receive,
          in respect of each Dividend Payment Date, when, as and if authorized
          and declared by the Board of Directors out of assets legally available
          for that purpose, cumulative preferential dividends payable in cash in
          an amount per share of Series A Preferred Stock equal to the greater
          of (i) the Stated Quarterly Dividend for such Dividend Payment Date or
          (ii) the Ratchet Dividend for such Dividend Payment Date.  Such
          dividends shall, with respect to each share of Series A Preferred
          Stock, be cumulative from and including the Issue Date, whether or not
          in, or with respect to, any Dividend Period or Periods (i) such
          dividends are declared, (ii) the Corporation is contractually
          prohibited from paying such dividends or (iii) there shall be assets
          of the Corporation legally available for the payment of such
          dividends, and shall be payable quarterly, when, as and if authorized
          and declared by the Board of Directors, in arrears on Dividend Payment
          Dates, commencing on the first Dividend Payment Date after the Issue
          Date. Dividends are cumulative from the most recent Dividend Payment
          Date to which dividends have been paid, whether or not in, or with
          respect to, any Dividend Period or Periods (i) such dividends are
          declared, (ii) the Corporation is contractually prohibited from paying
          such dividends or (iii) there shall be assets legally available
          therefor.  Each such dividend shall be payable in arrears to the
          holders of record of the Series A Preferred Stock, as they appear on
          the stock records of the Corporation at the close of business on such
          record dates, not more than 30 days preceding the applicable Dividend
          Payment Date (the "Dividend Payment Record Date") (or, in the case of
          a Dividend Payment 

                                       6
<PAGE>
 
          Record Date that coincides with a record date for payment of dividends
          on Common Stock, not more than 60 days preceding the applicable
          Dividend Payment Date), as shall be fixed by the Board of Directors;
          provided, however, that with respect to the first Dividend Period, the
          Dividend Payment Record Date for such period will be on or after the
          Issue Date. Accrued and unpaid dividends for any past Dividend Periods
          and any additional amounts as provided in subsection (f) may be
          authorized and 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 (or, in the case
          of a record date that coincides with a record date for payment of
          dividends on Common Stock, not more than 60 days preceding the
          applicable payment date thereof), as may be fixed by the Board of
          Directors.

     (b)  The first Dividend Period with respect to the Series A Preferred Stock
          shall be for the period from on and after the Issue Date to the first
          Dividend Payment Date of (and excluding) ____________, 199_.

     (c)  So long as any shares of Series A Preferred Stock are outstanding, no
          dividends (whether in cash or in kind or upon liquidation of the
          Corporation), except as described in the immediately following
          sentence, shall be authorized and declared or paid on any series or
          class or classes of Parity Stock for any period nor shall any shares
          of Parity Stock be redeemed, purchased or otherwise acquired for any
          consideration or any moneys to be paid to or made available for a
          sinking fund for the redemption of any shares of Parity Stock,
          directly or indirectly (except by conversion into or exchange for
          shares of Parity Stock or Junior Stock), unless full cumulative
          dividends, including, if applicable, the further preferential dividend
          provided in subsection (f), have been or contemporaneously are
          authorized and declared and paid on the Series A Preferred Stock for
          all Dividend Periods terminating on or prior to the dividend payment
          date on (or date of purchase, redemption or other acquisition of) such
          class or series of Parity Stock.  When dividends are not paid in full
          upon the Series A Preferred Stock and any other class or classes of
          Parity Stock, all dividends authorized upon the Series A Preferred
          Stock and any other class or classes of Parity Stock shall be
          authorized and declared ratably in proportion to the respective
          amounts of dividends accumulated and unpaid on the Series A Preferred
          Stock and such Parity Stock (which shall not include any accrual in
          respect of unpaid dividends for prior dividend periods if such Parity
          Stock does not have a cumulative dividend).

     (d)  So long as any shares of Series A Preferred Stock are outstanding, no
          dividends (other than dividends or distributions paid solely in shares
          of Junior Stock, or options, warrants or rights to subscribe for or
          purchase shares of Junior Stock) shall be authorized and declared or
          paid or other distribution authorized and declared or made upon shares
          of Junior Stock for any period, nor shall any 

                                       7
<PAGE>
 
          shares of Junior Stock be redeemed, purchased or otherwise acquired
          (other than a redemption, purchase or other acquisition of Common
          Stock made for purposes of and in compliance with requirements of
          employee incentive or employee benefit plans of the Corporation or any
          of its subsidiaries), for any consideration (or any moneys to be paid
          to or made available for a sinking fund for the redemption of any
          shares of Junior Stock) by the Corporation, directly or indirectly
          (except by conversion into or exchange for Junior Stock), unless in
          each case (i) the full cumulative dividends on all outstanding shares
          of Series A Preferred Stock, including, if applicable, the further
          preferential dividend provided in subsection (f), and any other Parity
          Stock of the Corporation shall have been paid for all past Dividend
          Periods with respect to the Series A Preferred Stock and all past
          dividend periods with respect to such Parity Stock and (ii) sufficient
          funds shall have been paid for or irrevocably set aside and designated
          for payment of the dividend due for the current Dividend Period with
          respect to the Series A Preferred Stock.

     (e)  Without limiting the other provisions hereof, no dividends on shares
          of Series A Preferred Stock (other than liquidating distributions made
          in accordance with Section 4 hereof) shall be paid by the Corporation
          at such time as the terms and provisions of any agreement of the
          Corporation or its affiliates or subsidiaries, relating to bona fide
          indebtedness for borrowed money, prohibits such declaration or payment
          or provides that such declaration or payment would constitute a breach
          thereof or a default thereunder, or if such declaration or payment
          shall be restricted or prohibited by law (and such failure to pay
          dividends on the Series A Preferred Stock shall prohibit other
          dividends and distributions by the Corporation as described in
          Sections 3(c) and (d)).

     (f)  Notwithstanding the foregoing, dividends on the Series A Preferred
          Stock shall accrue whether or not the terms and provisions set forth
          in Section 3(e) hereof at any time prohibit the current payment of
          dividends, whether or not the Corporation has earnings, whether or not
          there are funds legally available for the payment of such dividends
          and whether or not such dividends are declared. Accrued but unpaid
          dividends on the Series A Preferred Stock will accumulate as of the
          Dividend Payment Date on which they first become payable and a further
          preferential dividend at the per annum rate then applicable for the
          period or periods specified in subsection (a) above shall accrue
          during the period of accumulation and be paid in respect of such
          unpaid dividends until the amount thereof and the further preferential
          amount thereon shall have been paid in full.

     (g)  Upon liquidation, dissolution or winding up of the Corporation, no
          dividends shall be paid to any series or class or classes of Junior
          Stock until after payment shall have been made in full to the holders
          of the Series A Preferred Stock, as provided in Section 4(a).

                                       8
<PAGE>
 
     (h)  Any dividend made on the Series A Preferred Stock shall first be
          credited against the further preferential dividend provided in
          subsection (f) above and then against the earliest accrued but unpaid
          dividend due with respect to such Series A Preferred Stock which
          remains payable.  The only dividends to which the Series A Preferred
          Stock shall be entitled are those described in this Section 3.

     (j)  The holders of Series A Preferred Stock will be eligible to nominate,
          and to have appointed, one director to the Company's Board of
          Directors, subject to the following conditions, qualifications and
          procedures:

               (I)  The provisions of this subparagraph (j) shall only apply for
               so long as The Prudential Insurance Company of America
               ("Prudential"), directly or indirectly through affiliates,
               beneficially owns 2,000,000 shares of Series A Preferred Stock
               (subject to adjustment in the event of a stock split or reverse
               stock split in the Series A Preferred Stock).  As used in the
               preceding sentence, "beneficially owns" has the meaning ascribed
               thereto in Rule 13d-3, as in effect on the date hereof, under the
               Securities Exchange Act of 1934, except that it shall not include
               "shared" voting or investment power (i.e., Prudential will be
               deemed to beneficially own the Series A Preferred Stock only if
               it and its affiliates have sole voting or investment power with
               respect thereto).  The provisions of this subparagraph (j) shall
               not benefit any subsequent transferee of the Series A Preferred
               Stock except for affiliates of Prudential (i.e., transferees that
               are controlled by, control or are under common control with
               Prudential), and in any event only if Prudential or such
               affiliate is deemed to beneficially own the shares of Series A
               Preferred Stock acquired by such affiliate.  As a condition to
               implementation of the rights of the holders of Series A Preferred
               Stock set forth in this subparagraph (j), the Corporation may
               require certification by Prudential that the condition set forth
               in this clause (I) is met.

               (II) If and for so long as an aggregate of six quarterly
               dividends payable on the Series A Preferred Stock are in arrears
               (which shall, with respect to any such quarterly dividend, mean
               that any such dividend has not been paid in full), whether or not
               (i) such dividends are declared, (ii) the Corporation is
               contractually prohibited from paying such dividends or (iii)
               there shall be assets of the Corporation legally available for
               the payment of such dividends, the number of directors then
               constituting the Board of Directors shall be increased by one and
               the Board of Directors shall appoint a Series A Preferred Nominee
               to fill the vacancy thus created.  A "Series A Preferred Nominee"
               means a person that the holders of a majority of the Series A
               Preferred Stock, by written consent of such 

                                       9
<PAGE>
 
               holders or by vote at a special meeting of the holders of Series
               A Preferred Stock, have formally nominated to be appointed to the
               Board of Directors to fill such vacancy, provided that the Board
               of Directors shall only be obligated to appoint a Series A
               Preferred Nominee to fill such vacancy if:

                    (A)  The holders of Series A Preferred Stock nominate three
                    Series A Preferred Nominees, from which the Board of
                    Directors may select one such person to fill such vacancy,
                    and

                    (B)  Each Series A Preferred Nominee (other than any Series
                    A Preferred Nominee that is an employee of Prudential or an
                    affiliate of Prudential) is reasonably acceptable to the
                    Board of Directors, and

                    (C)  Each such Series A Preferred Nominee submits to the
                    Board of Directors a duly-executed, binding and enforceable
                    letter of resignation from the Board, to be effective
                    immediately upon the date on which all arrears in dividends
                    on the Series A Preferred Stock shall have been paid and
                    dividends thereon for the current quarterly dividend period
                    shall have been paid or declared and set apart for payment.

               (III) Whenever all arrears in dividends on the Series A Preferred
               Stock shall have been paid and full dividends thereon for the
               current quarterly dividend period shall have been paid or
               declared and set apart for payment, then the right of the holders
               of the Series A Preferred Stock to have a Series A Preferred
               Nominee appointed to, and remain on, the Board of Directors shall
               cease (but subject always to the same provision for the vesting
               of  the rights set forth in this subparagraph (j) in the case of
               any similar future arrearages in six quarterly dividends), and
               the term of office of the Series A Preferred Nominee that was
               appointed to the Board of Directors shall forthwith terminate and
               the number directors constituting the Board of Directors shall be
               reduced accordingly.

               (IV) At any time after the rights of the holders of Series A
               Preferred Stock set forth in this subparagraph (j) shall be in
               effect, the Secretary of the Corporation shall upon the written
               request of any holder of Series A Preferred Stock (addressed to
               the Secretary at the principal office of the Corporation), call a
               special meeting of the holders of the Series A Preferred Stock
               for the election of three Series A Preferred Nominees.

               (V)  The Series A Preferred Nominee that is appointed to the
               Board of Directors shall hold office until the next annual
               meeting of the stockholders if such office shall not have
               previously terminated as above 

                                       10
<PAGE>
 
               provided. At such annual meeting, the holders of the Series A
               Preferred Stock may (i) reelect such Series A Preferred Nominee
               by majority consent or vote or (ii) repeat the procedures
               described above to have a successor appointed by the Board of
               Directors. If any vacancy shall occur in the office reserved for
               the Series A Preferred Nominee, a successor shall be appointed by
               the Board of Directors after repeating the procedures described
               above.

(4)  Liquidation Preference.
     ---------------------- 

     (a)  In the event of any liquidation, dissolution or winding up of the
          Corporation, whether voluntary or involuntary, before any payment or
          distribution of the assets of the Corporation (whether capital or
          surplus) shall be made to the holders of Junior Stock, the holders of
          the Series A Preferred Stock shall be entitled to receive Fifty
          Dollars ($50.00) per share of Series A Preferred Stock (the
          "Liquidation Preference") or, if greater, the amount which each holder
          would receive in respect of the Common Stock and Other Securities and
          property it would receive upon conversion of its shares of Series A
          Preferred Stock if all shares of Series A Preferred Stock were
          converted pursuant to Section 7 immediately prior to the distribution
          of liquidation proceeds, plus an amount equal to all dividends
          (whether or not earned or declared) accrued and unpaid thereon
          pursuant to Section 3 to the date of final distribution to such
          holder; but such holders of Series A Preferred Stock shall not be
          entitled to any further payment.  If, upon any such liquidation,
          dissolution or winding up of the Corporation, the assets of the
          Corporation, or proceeds thereof, distributable among the holders of
          Series A Preferred Stock shall be insufficient to pay in full the
          preferential amount aforesaid and liquidating payments on any other
          Parity Stock, then such assets, or the proceeds thereof, shall be
          distributed among the holders of such Series A Preferred Stock and any
          such other Parity Stock ratably in accordance with the respective
          amounts that would be payable on such Series A Preferred Stock and any
          such other Parity Stock if all amounts payable thereon were paid in
          full.

     (b)  Upon any liquidation, dissolution or winding up of the Corporation,
          after payment shall have been made in full to the holders of the
          Series A Preferred Stock and Parity Stock, as provided in this Section
          4, any series or class or classes of Junior Stock shall, subject to
          any respective terms and provisions applying thereto, be entitled to
          receive any and all assets remaining to be paid or distributed.

     (c)  After payment of the full amount of the liquidating distributions to
          which they are entitled pursuant to Sections 4(a) and (b), the holders
          of Series A Preferred Stock will have no right or claim to any of the
          remaining assets of the Corporation.

                                       11
<PAGE>
 
     (d)  The consolidation or merger of the Corporation with or into any other
          corporation, partnership, trust or entity or of any other corporation,
          partnership, trust or entity with or into the Corporation, or an
          exchange of capital stock, or the sale, lease or conveyance of all or
          substantially all of the property or business of the Corporation
          (unless the net proceeds of any of the foregoing transactions shall be
          distributed to the holders of capital stock rather than reinvested),
          shall not be deemed to constitute a liquidation, dissolution or
          winding up of the Corporation.

(5)  Redemption.
     ---------- 

     (a)  Subject to adjustment as provided in this Section 5, on each of [each
          of those Business Days which is six months after the tenth, eleventh,
          twelfth, thirteenth, fourteenth and fifteenth anniversary of the
          Closing Date of the transactions contemplated in the Master
          Transaction Agreement] (each an "Option Strike Date") (i) each of the
          holders of Series A Preferred Stock, upon giving prior written notice
          as provided below, shall have the right (the "Redemption Right") to
          require that the Corporation redeem for cash, at a redemption price of
          $50 per share of Series A Preferred Stock, shares of Series A
          Preferred Stock held by such holder; provided that the maximum number
          of shares of Series A Preferred Stock that may be required to be
          redeemed from all such holders is equal to the Target Amount;
          provided, further, that a holder may not exercise the Redemption Right
          for less than one thousand (1,000) shares of Series A Preferred Stock
          or, if such holder holds less than one thousand shares of Series A
          Preferred Stock, all of the shares of Series A Preferred Stock held by
          such holder; and (ii) the Corporation, upon giving prior written
          notice as provided below, shall have the Redemption Right to require
          the redemption for cash, at a redemption price of $50 per share of
          Series A Preferred Stock, of a number of shares of Series A Preferred
          Stock equal to, but not in excess of, the Target Amount (in the
          aggregate from all holders); provided, however, that the Corporation
          may not require the redemption on any Option Strike Date of more than
          the lesser of (A) the Target Amount in respect of such Option Strike
          Date or (B) such number of shares of Series A Preferred Stock as shall
          have an aggregate Liquidation Preference equal to the excess of (i)
          the aggregate Liquidation Preference of the sum of the Target Amounts
          for all prior Option Strike Dates and the currently applicable Option
          Strike Date over (ii) the aggregate Liquidation Preference of all
          shares of Series A Preferred Stock previously converted (including
          Forced Conversions), noticed for conversion on such Option Strike
          Date, previously redeemed, and noticed for redemption on such Option
          Strike Date.

          The exercise of a Redemption Right on any Option Strike Date shall not
          be cumulative (i.e., the Target Amount with respect to any Option
          Strike Date is the maximum number of shares of Series A Preferred
          Stock subject to 

                                       12
<PAGE>
 
          mandatory redemption by either the Corporation or the holders of
          Series A Preferred Stock on each Option Strike Date); any shares of
          Series A Preferred Stock that are not converted pursuant to Section 7
          or redeemed pursuant to this Section 5 on or before ______ [the last
          Option Strike Date] shall remain outstanding and shall have all of the
          rights and preferences set forth in this Certificate except that the
          provisions of this Section 5 shall not apply to any shares of Series A
          Preferred Stock outstanding after such date.

     (b)  In order to exercise its Redemption Right, a holder of Series A
          Preferred Stock shall deliver a notice (a "Redemption Notice," such
          term to also include the notice required to be delivered by the
          Corporation upon exercise of its Redemption Right) in the form
          attached hereto as Exhibit B to the Corporation not less than 40 nor
          more than 70 days prior to an Option Strike Date.  If a holder of
          Series A Preferred Stock who has delivered a Redemption Notice
          pursuant to this Section 5 converts the shares tendered for redemption
          prior to the redemption date, the Redemption Notice shall be deemed
          revoked.  The Corporation may exercise its Redemption Right by
          delivering in writing a Redemption Notice, containing the information
          provided in subsection (d), to each holder of record of Series A
          Preferred Stock, not less than 30 nor more than 70 days prior to an
          Option Strike Date.

          If, pursuant to the exercise of a Redemption Right by holders of the
          Series A Preferred Stock, with such redemption to be effective on an
          Option Strike Date, holders tender for redemption a number of shares
          of Series A Preferred Stock having an aggregate Liquidation Preference
          greater than the Target Amount, the Corporation may redeem all such
          shares tendered for redemption or a lesser number of shares, as the
          Corporation determines in its sole discretion, but not less than the
          Target Amount; provided, however, that if the Corporation does not
          redeem all shares of Series A Preferred Stock so tendered for
          redemption, the Corporation shall redeem shares ratably from each
          tendering holder in proportion to the respective number of shares
          tendered.  If the holders have tendered for redemption a number of
          shares of Series A Preferred Stock less than the Target Amount and the
          Corporation delivers a Redemption Notice to redeem a number of shares
          of Series A Preferred Stock greater than the number of shares tendered
          for redemption by the holders, the Corporation shall first redeem the
          shares of Series A Preferred Stock of those holders exercising their
          Redemption Right pursuant to this Section 5 and shall then redeem, on
          a pro rata basis, shares of Series A Preferred Stock from all holders
          who hold shares after giving effect to such redemption; provided,
          however, that in such case, (i) the Corporation shall deliver a
          separate notice at least 30 days prior to the Option Strike Date,
          containing the information provided in subsection (d), to all holders
          of the shares of Series A Preferred Stock to be so redeemed indicating
          the number of shares to be so redeemed, and (ii) the total number of
          shares to be 

                                       13
<PAGE>
 
          redeemed (upon notice by the Corporation and the holders,
          collectively) shall not exceed the Target Amount.

          If the Corporation delivers a Redemption Notice to the holders of the
          Series A Preferred Stock, the holders shall have the right, subject to
          Section 7(a), to convert their shares of Series A Preferred Stock into
          Common Stock, pursuant to Section 7, on or before the Option Strike
          Date.  To the extent that such shares of Series A Preferred Stock are
          so converted, the right of the Corporation to require the redemption
          of Series A Preferred Stock shall be reduced by the aggregate
          Liquidation Preference of the shares of Series A Preferred Stock so
          converted (and the reduction in the number of shares of Series A
          Preferred Stock to be redeemed from each holder shall be allocated
          first to the holders who so elected to convert their shares and second
          pro rata among all other holders).

          Within two Business Days of a redemption of Series A Preferred Stock,
          the Corporation shall pay the redemption price by certified check to
          or on the order of those holders whose shares of Series A Preferred
          Stock have been redeemed.

     (c)  Immediately prior to any redemption of Series A Preferred Stock and as
          a condition to such redemption, the Corporation shall pay, in cash,
          all accumulated and unpaid dividends, including the further
          preferential dividend provided in Section 3(f), through the Option
          Strike Date in respect of all shares of Series A Preferred Stock,
          including those shares to be redeemed.  Unless full cumulative
          dividends on all shares of Series A Preferred Stock have been paid,
          the Corporation may not require the shares of Series A Preferred Stock
          to be redeemed.

     (d)  A Redemption Notice shall be provided in the manner provided in
          Section 11. Any defect in a Redemption Notice or in the mailing
          thereof to any particular holder or the Corporation shall not affect
          the sufficiency of the notice or the validity of the proceedings for
          redemption with respect to the other holders. Any notice that was
          mailed in the manner herein provided shall be conclusively presumed to
          have been duly given on the date of deemed delivery provided in
          Section 11, whether or not the holder receives the notice.  Each of
          the Corporation's Redemption Notices shall state, as appropriate: (1)
          the Option Strike Date; (2) the number of shares of Series A Preferred
          Stock to be redeemed in the aggregate from all holders and, if fewer
          than all the shares of Series A Preferred Stock held by such holder
          are to be redeemed, the number of such shares of Series A Preferred
          Stock to be redeemed from such holder; and (3) that dividends on the
          shares of Series A Preferred Stock to be redeemed shall cease to
          accrue on such Option Strike Date except as otherwise provided herein.
          Notice having been delivered as aforesaid, from and after the Option
          Strike Date (unless the Corporation shall fail to pay the redemption
          price on the date 

                                       14
<PAGE>
 
          required), (i) except as otherwise provided herein, dividends on the
          shares of Series A Preferred Stock so called for redemption shall
          cease to accrue, (ii) said shares shall no longer be deemed to be
          outstanding, and all rights of the holders thereof as holders of
          Series A Preferred Stock of the Corporation shall cease (except the
          right to receive the redemption price and the amounts required to be
          paid under subsection (c)).

          After the redemption of Series A Preferred Stock as aforesaid, the
          Corporation shall deliver to such holder, upon his written request, a
          certificate of the Corporation certifying the number of shares of
          Common Stock and Series A Preferred Stock held by such person
          immediately after such redemption.  The Corporation shall also advise
          each holder as to the number of shares of Series A Preferred Stock
          redeemed and the number of shares of Series A Preferred Stock which
          remain outstanding.

     (e)  Each holder of Series A Preferred Stock covenants and agrees with the
          Corporation that all shares of Series A Preferred Stock delivered for
          redemption pursuant to this Section 5 shall be delivered to the
          Corporation free and clear of all liens, and, notwithstanding anything
          contained herein to the contrary, the Corporation shall not be under
          any obligation to acquire shares of Series A Preferred Stock which are
          subject to any liens.

(6)  Intentionally Omitted.

(7)  Conversion.  Holders of Series A Preferred Stock shall have the right (the
     ----------                                                                
     "Conversion Right") to convert all or a portion of their shares of Series A
     Preferred Stock into shares of Common Stock (provided, however, that a
     holder may not exercise the Conversion Right for less than one thousand
     (1,000) shares of Series A Preferred Stock or, if such holder holds less
     than one thousand shares of Series A Preferred Stock, all of the shares of
     Series A Preferred Stock held by such holder), and the Corporation shall
     have the right on each Option Strike Date to cause a conversion of shares
     of Series A Preferred Stock into shares of Common Stock, subject, in each
     case, to the following conditions and procedures:

     (a)  Subject to and upon compliance with the provisions of this Section 7,
          a holder of Series A Preferred Stock shall have the right, at his or
          her option, at any time and from time to time during the period on or
          after the earlier of (i) __________ [the last Business Day of the
          calendar year of the fourth anniversary of the Closing Date of the
          transactions contemplated in the Master Transaction Agreement] and
          (ii) the effective time of a Cash Business Combination (the period
          beginning on and after the earlier of such dates, the "Conversion
          Period"), to convert its shares of Series A Preferred Stock into the
          number of fully paid and non-assessable shares of Common Stock
          obtained by dividing the aggregate Liquidation Preference of such
          shares of Series A Preferred Stock by 

                                       15
<PAGE>
 
          the Conversion Price as in effect as of such time (i.e. after
          adjustment as described in subsection (g)) by delivering a Conversion
          Notice in the form attached hereto as Exhibit A within the time period
          specified in paragraph (d) below and in the manner provided in Section
          11; provided, however, that the right to deliver a conversion notice
          with respect to shares of Series A Preferred Stock called or tendered
          for redemption pursuant to Section 5 hereof shall terminate on that
          day which is the fifth business day prior to the applicable Option
          Strike Date on which such shares are to be redeemed, unless the
          Corporation shall default in making any cash payment required upon a
          redemption on such date as provided in Section 5 hereof. A conversion
          of shares of Series A Preferred Stock specified in the Conversion
          Notice shall occur automatically at the close of business on the
          applicable Conversion Date without any action on the part of the
          holders of Series A Preferred Stock, and immediately after the close
          of business on the Conversion Date the holders of Series A Preferred
          Stock who had all or a portion of their shares of Series A Preferred
          Stock converted shall be credited on the books and records of the
          Corporation with the issuance as of the opening of business on the
          next day of the shares of Common Stock issuable upon such conversion.

     (b)  If, as of an applicable Option Strike Date, the Target Amount for such
          Option Strike Date has not been redeemed and/or converted (or noticed
          for conversion and/or redemption on such Option Strike Date) as a
          result of holders of Series A Preferred Stock and/or the Corporation
          exercising Redemption Rights pursuant to Section 5 and/or such holders
          exercising their conversion rights pursuant to this Section 7, the
          Corporation, subject to and upon compliance with the provisions of
          this Section 7, may convert (a "Forced Conversion") not more than the
          lesser of (A) the Target Amount in respect of such Option Strike Date
          or (B) such number of shares of Series A Preferred Stock as shall have
          an aggregate Liquidation Preference equal to the excess of (i) the
          aggregate Liquidation Preference of the sum of the Target Amounts for
          all prior Option Strike Dates and the currently applicable Option
          Strike Date over (ii) the aggregate Liquidation Preference of all
          shares of Series A Preferred Stock previously converted, noticed for
          conversion by the holders on such Option Strike Date, previously
          redeemed, and noticed for redemption on such Option Strike Date (the
          "Forced Conversion Amount") of Series A Preferred Stock into a number
          of shares of Common Stock determined in accordance with the Conversion
          Price in effect on such date as determined in accordance with
          subsection (a) by transmitting for delivery a Conversion Notice, in
          the manner prescribed in Section 11 within one business day after the
          applicable Option Strike Date, to the holders of the shares of Series
          A Preferred Stock which are to be so converted (the "Forced Conversion
          Option") ratably in proportion to the shares of Series A Preferred
          Stock then outstanding from the holders thereof (after giving effect
          to the redemptions and conversions otherwise noticed to occur on such
          Option Strike Date); provided, further, however, that such 

                                       16
<PAGE>
 
          Forced Conversion Option may only be exercised by the Corporation if
          the value of a share of Common Stock, calculated on its weighted
          average closing price during the 10 Trading Days prior to the second
          Trading Day preceding the exercise of the Forced Conversion Option, is
          equal to or greater than 110% of the Conversion Price.

     (c)  Immediately prior to any conversion of shares of Series A Preferred
          Stock, the Corporation shall pay, in cash, all accumulated and unpaid
          dividends including the further preferential dividends provided in
          Section 3(f) through the Conversion Date on all shares of Series A
          Preferred Stock.  A holder of shares of Series A Preferred Stock shall
          have no right with respect to any shares of Series A Preferred Stock
          so converted to receive any distributions paid after the Conversion
          Date with respect to such shares and his interest in the Corporation
          as to such converted shares shall be terminated; provided, however,
          that in the event the Corporation is legally or contractually
          prohibited from paying, or fails for any other reason to pay, such
          accumulated and unpaid dividends prior to any conversion and such
          holder elects to continue with and permit such conversion after notice
          from the Corporation of such inability or failure, such holder shall
          still be entitled to receive all such accumulated and unpaid
          dividends, if any, that remain unpaid after such conversion, as well
          as a further preferential dividend on such unpaid dividends as
          provided in Section 3(f), which dividends shall be paid by the
          Corporation as soon as it is legally and contractually permitted to do
          so.

     (d)  After the conversion of shares of Series A Preferred Stock as
          aforesaid, the Corporation shall deliver to such holder, upon his
          written request, a certificate of the Corporation certifying the
          number of shares of Common Stock and Series A Preferred Stock held by
          such person immediately after such conversion.

          Each conversion shall be deemed to have been effected immediately
          prior to the close of business on the date (the "Conversion Date")
          specified in the Conversion Notice (which shall not be earlier than 5
          days after mailing of the Conversion Notice nor later than sixty (60)
          days after such date) or upon the Option Strike Date in the case of a
          Forced Conversion pursuant to Section 7(b) and the shares of Series A
          Preferred Stock so presented for conversion shall be deemed converted
          into shares of Common Stock at the close of business on such date, and
          such conversion shall be in accordance with the Conversion Price in
          effect on such date (unless such day is not a Business Day, in which
          event such conversion shall be deemed to have become effective at the
          close of business on the next succeeding Business Day) as determined
          in accordance with subsection (a).

     (e)  No fractions of shares of Common Stock shall be issued upon conversion
          of shares of Series A Preferred Stock.  Instead of any fractional
          interest in a share 

                                       17
<PAGE>
 
          of Common Stock that would otherwise be deliverable upon the
          conversion of a share of Series A Preferred Stock, the Corporation
          shall pay to the holder of such share of Series A Preferred Stock an
          amount in cash based upon the Current Market Price of the Common Stock
          on the Trading Day immediately preceding the date of conversion. If
          more than one share of Series A Preferred Stock shall be surrendered
          for conversion at one time by the same holder, the number of full
          shares of Common Stock issuable upon conversion thereof shall be
          computed on the basis of the aggregate number of shares of Series A
          Preferred Stock so surrendered.

     (f)  Intentionally Omitted.

     (g)  The Conversion Price shall be adjusted from time to time as follows:

          (i)  If the Corporation shall after the Issue Date (A) pay a dividend
               or make a distribution to holders of its Common Stock in shares
               of Common Stock, (B) subdivide its outstanding Common Stock into
               a greater number of shares of Common Stock, (C) combine its
               outstanding Common Stock into a smaller number of shares of
               Common Stock or (D) issue any shares of Common Stock by
               reclassification of its Common Stock, the Conversion Price in
               effect at the opening of business on the day following the date
               fixed for the determination of holders of Common Stock entitled
               to receive such dividend or distribution or at the opening of
               business on the day following the day on which such subdivision,
               combination or reclassification becomes effective, as the case
               may be, shall be adjusted so that the holder of any share of
               Series A Preferred Stock thereafter surrendered for conversion
               shall be entitled to receive the number of shares of Common Stock
               that such holder would have owned or have been entitled to
               receive after the happening of any of the events described above
               had such share of Series A Preferred Stock been converted
               immediately prior to the record date in the case of a dividend or
               distribution or the effective date in the case of a subdivision,
               combination, or reclassification. An adjustment made pursuant to
               this subsection (g)(i) shall become effective immediately after
               the opening of business on the day next following the record date
               in the case of a dividend or distribution and shall become
               effective immediately after the opening of business on the day
               next following the effective date in the case of a subdivision,
               combination, or reclassification and automatically without any
               further required action of the Corporation or the holders of
               Series A Preferred Stock.

          (ii) If the Corporation shall issue after the Issue Date rights,
               options or warrants to all holders of Common Stock entitling them
               to subscribe for or purchase Common Stock (or securities
               convertible into or 

                                       18
<PAGE>
 
               exchangeable for Common Stock) at a price per share of Common
               Stock less than the Fair Market Value per share of Common Stock
               on the record date for the determination of holders of Common
               Stock entitled to receive such rights, options or warrants, then
               the Conversion Price in effect at the opening of business on the
               day next following such record date shall be adjusted to equal
               the price determined by multiplying (I) the Conversion Price in
               effect immediately prior to the opening of business on the day
               following the record date fixed for such determination by (II) a
               fraction, the numerator of which shall be the sum of (A) the
               number of shares of Common Stock outstanding on the close of
               business on the record date fixed for such determination and (B)
               the number of shares of Common Stock that the aggregate proceeds
               to the Corporation from the exercise of such rights, options or
               warrants for Common Stock would purchase at such Fair Market
               Value, and the denominator of which shall be the sum of (A) the
               number of shares of Common Stock outstanding on the close of
               business on the date fixed for such determination and (B) the
               number of additional shares of Common Stock offered for
               subscription or purchase pursuant to such rights, options or
               warrants. Such adjustment shall become effective immediately upon
               the opening of business on the day next following such record
               date (subject to paragraph (l) below). In determining whether any
               rights, options or warrants entitle the holders of Common Stock
               to subscribe for or purchase Common Stock at less than such Fair
               Market Value, there shall be taken into account any consideration
               received by the Corporation upon issuance and upon exercise of
               such rights, options or warrants, the value of such
               consideration, if other than cash, to be determined in good faith
               by the Board of Directors.

         (iii) If the Corporation shall distribute to all holders of its Common
               Stock any shares of capital stock of the Corporation (other than
               Common Stock) or evidence of its indebtedness or assets
               (excluding (x) cash dividends and distributions that were taken
               into account in calculating the dividend payable under Section
               3(a), and (y) cash dividends and cash distributions to the extent
               that after giving effect to such dividends and distributions the
               fair market value of the assets of the Corporation exceed the sum
               of the liabilities of the Corporation, as determined in good
               faith by the Board of Directors) or rights or warrants to
               subscribe for or purchase any of its securities (excluding those
               rights and warrants issued to all holders of Common Stock
               entitling them to subscribe for or purchase Common Stock or
               securities convertible into or exchangeable for Common Stock,
               which rights and warrants and convertible or exchangeable
               securities are referred to in and treated under subparagraph (ii)
               above) (any of the foregoing being hereinafter in this
               subparagraph (iii) called the "Securities"), then in each case
               the Conversion Price shall 

                                       19
<PAGE>
 
               be adjusted so that it shall equal the price determined by
               multiplying (I) the Conversion Price in effect immediately prior
               to the close of business on the date fixed for the determination
               of stockholders entitled to receive such distribution by (II) a
               fraction, the numerator of which shall be the Fair Market Value
               per share of Common Stock on the record date mentioned below less
               the then fair market value (as determined by the Board of
               Directors in good faith) of the portion of the capital stock or
               assets or evidences of indebtedness so distributed or of such
               rights or warrants applicable to one share of Common Stock, and
               the denominator of which shall be the Fair Market Value per share
               of Common Stock on the record date mentioned below. Such
               adjustment shall become effective immediately upon the opening of
               business on the day next following the record date for the
               determination of stockholders entitled to receive such
               distribution (subject to paragraph (l) below). For the purposes
               of this subparagraph (iii), the distribution of a Security, which
               is distributed not only to the holders of the Common Stock on the
               date fixed for the determination of stockholders entitled to such
               distribution of such Security, but also is required to be
               distributed with each share of Common Stock delivered to a person
               converting a share of Series A Preferred Stock after such
               determination date, shall not require an adjustment of the
               Conversion Price pursuant to this subparagraph (iii); provided
               that on the date, if any, on which a person converting a share of
               Series A Preferred Stock would no longer be entitled to receive
               such Security with a share of Common Stock (other than as a
               result of the termination of all such Securities), a distribution
               of such Securities shall be deemed to have occurred, and the
               Conversion Price shall be adjusted as provided in this
               subparagraph (iii) (and such day shall be deemed to be "the date
               fixed for the determination of the stockholders entitled to
               receive such distribution" and "the record date" within the
               meaning of the two preceding sentences).

          (iv) Notwithstanding the foregoing, no adjustment shall be made
               pursuant to the preceding clauses (ii) and (iii) that would
               result in any increase in the Conversion Price. No adjustment in
               the Conversion Price shall be required unless such adjustment
               would require a cumulative increase or decrease of at least 1% in
               such price; provided, however, that any adjustments that by
               reason of this subsection (g)(iv) are not required to be made
               shall be carried forward and taken into account in any subsequent
               adjustment until made; and provided, further, that any adjustment
               shall be required and made in accordance with the provisions of
               this Section 7 (other than this subsection (g)(iv)) not later
               than such time as may be required in order to preserve the tax-
               free nature of a distribution to the holders of Common Stock.
               Notwithstanding any other provisions of this Section 7, the
               Corporation shall not be required to 

                                       20
<PAGE>
 
               make any adjustment of the Conversion Price for the issuance of
               any shares of Common Stock pursuant to any employee benefit or
               compensation plan or other plan providing for the reinvestment of
               dividends or interest payable on securities of the Corporation
               and the investment of additional optional amounts in shares of
               Common Stock under such plan. All calculations under this Section
               7 shall be made to the nearest cent (with $.005 being rounded
               upward) or to the nearest one-tenth of a share (with .05 of a
               share being rounded upward), as the case may be. Anything in this
               paragraph (g) to the contrary notwithstanding, the Corporation
               shall be entitled, to the extent permitted by law, to make such
               adjustments in the Conversion Price (but without adversely
               affecting the economic value of a share of Series A Preferred
               Stock), in addition to those required by this paragraph (g), as
               it in its discretion shall determine to be advisable in order
               that any Series A Preferred Stock dividends, subdivision of
               shares of Series A Preferred Stock, reclassification or
               combination of shares of Series A Preferred Stock, distribution
               of rights, options or warrants to purchase stock or securities,
               or a distribution of other assets (other than cash dividends)
               hereafter made by the Corporation to the holders of the Series A
               Preferred Stock shall not be taxable.

     (h)  If the Corporation shall be a party to any transaction (including
          without limitation a merger, consolidation, share exchange, self
          tender offer for all or substantially all of the shares of Common
          Stock, sale of all or substantially all of the Corporation's assets or
          recapitalization of the Common Stock and excluding any transaction as
          to which subparagraph (g)(i) of this Section 7 applies) (each of the
          foregoing being referred to herein as a "Transaction"), in each case
          as a result of which shares of Common Stock shall be exchanged for or
          converted into the right, or the holders of such shares shall
          otherwise be entitled, to receive securities or other property
          (including cash or any combination thereof), each share of Series A
          Preferred Stock shall upon the commencement of the Conversion Period
          be convertible into the kind and amount of shares of stock or
          securities and other property (including cash or any combination
          thereof) (the "Series A Preferred Stock Merger Consideration")
          receivable upon the consummation of such Transaction by a holder of
          that number of shares of Common Stock into which one share of Series A
          Preferred Stock was convertible immediately prior to such Transaction
          (unless, in connection with such Transaction, the shares of Series A
          Preferred Stock had been converted into the right to receive such
          consideration (and thus, are no longer outstanding)), assuming such
          holder of Common Stock is not a Person with which the Corporation
          consolidated or into which the Corporation merged or which merged into
          the Corporation or to which such sale or transfer was made, as the
          case may be (a "Constituent Person"), or an affiliate of a Constituent
          Person. In the event that holders of Common Stock have the opportunity
          to 

                                       21
<PAGE>
 
          elect the form or type of consideration to be received upon
          consummation of the Transaction, prior to such transaction the
          Corporation shall give prompt written notice to the holders of Series
          A Preferred Stock of such election, and the holders of Series A
          Preferred Stock shall also have the right to elect, by written notice
          to the Corporation, the form or type of consideration to be received
          upon conversion of shares of Series A Preferred Stock following
          consummation of such Transaction, and after such election the
          consideration thereby elected by holders of a majority of the shares
          of Series A Preferred Stock shall be the "Series A Preferred Stock
          Merger Consideration" for each share of Series A Preferred Stock. If
          holders of a majority of shares of Series A Preferred Stock fail to
          make such an election, the "Series A Preferred Stock Merger
          Consideration" for each share of Series A Preferred Stock shall be the
          consideration that a holder of that number of shares of Common Stock
          into which one share of Series A Preferred Stock was convertible
          immediately prior to such Transaction would receive if such holder of
          Common Stock failed to make such an election.

               The Corporation shall not be a party to any Transaction unless
          the terms of such Transaction are consistent with the provisions of
          this paragraph (h), and it shall not consent or agree to the
          occurrence of any Transaction until the Corporation has entered into
          an agreement with the successor or purchasing entity, as the case may
          be, for the benefit of the holders of the Series A Preferred Stock
          that will contain provisions enabling the holders of the Series A
          Preferred Stock that remains outstanding after such Transaction to
          convert their shares of Series A Preferred Stock into the
          consideration provided for herein and that shall preserve the
          distribution preference, conversion, redemption, and other rights set
          forth in this Certificate.



     (i)  If:

          (i)  the Corporation shall declare a dividend (or any other
               distribution) on the Common Stock (excluding cash dividends and
               cash distributions to the extent that after giving effect to such
               dividends and distributions the fair market value of the assets
               of the Corporation exceed the sum of the liabilities of the
               Corporation, as determined in good faith by the Board of
               Directors); or

          (ii) the Corporation shall authorize the granting to the holders of
               the Common Stock of rights or warrants to subscribe for or
               purchase any shares of any class or series of capital stock of
               the Corporation or any other rights or warrants; or

                                       22
<PAGE>
 
         (iii) there shall be any reclassification of the Common Stock (other
               than an event to which subparagraph (g)(i) of this Section 7
               applies) or any consolidation or merger to which the Corporation
               is a party and for which approval of any stockholders of the
               Corporation is required, or a share exchange involving the
               conversion or exchange of Common Stock into securities or other
               property, or a self tender offer by the Corporation for all or
               substantially all of its outstanding Common Stock, or the sale or
               transfer of all or substantially all of the assets of the
               Corporation as an entirety and for which approval of any
               stockholders of the Corporation is required; or

         (iv)  if there shall occur the voluntary or involuntary liquidation,
               dissolution or winding up of the Corporation;

         then the Corporation shall cause to be mailed to the holders of the
         Series A Preferred Stock at their addresses as shown on the stock
         records of the Corporation, as promptly as possible, but at least 15
         days prior to the applicable date hereinafter specified, a notice
         stating (A) the date on which a record is to be taken for the purpose
         of such dividend, distribution or granting of rights or warrants, 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
         granting of rights or warrants are to be determined or (B) the date on
         which such reclassification, consolidation, merger, share exchange,
         sale, transfer, liquidation, dissolution 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 shares of
         Common Stock for securities or other property, if any, deliverable upon
         such reclassification, consolidation, merger, share exchange, sale,
         transfer, liquidation, dissolution or winding up. Failure to give or
         receive such notice or any defect therein shall not affect the legality
         or validity of the proceedings described in this Section 7.

     (j) In the event that a Cash Business Combination is to be consummated or
         proposed to the holders of Common Stock, the notice referred to in
         subparagraph (i)(iii) above shall specify such fact and such notice
         shall be mailed to the holders of the Series A Preferred Stock
         simultaneously with the mailing of notice to holders of Common Stock of
         the holding of a meeting or written consent or making of elections with
         respect to the Cash Business Combination. In such event, the holders of
         Series A Preferred Stock shall be permitted to tender their shares for
         conversion, in accordance with Section 7 hereof, and may condition such
         tender upon the consummation of such Cash Business Combination. Any
         such conversion of Series A Preferred Stock shall happen simultaneously
         with the consummation of the Cash Business Combination such that
         holders of Series A Preferred Stock receive, at the 

                                       23
<PAGE>
 
          consummation of the Cash Business Combination, the consideration
          described in Section 7(h).

     (k)  Whenever the Conversion Price is adjusted as herein provided, the
          Corporation shall promptly file in the books and records of the
          Corporation and provide to each holder an officer's certificate
          setting forth the Conversion Price after such adjustment as required
          by the terms hereof and setting forth a brief statement of the facts
          requiring such adjustment, which certificate shall be conclusive
          evidence of the correctness of such adjustment absent manifest error.
          Promptly after filing of such certificate, the Corporation shall
          prepare a notice of such adjustment of the Conversion Price setting
          forth the adjusted Conversion Price and the effective date such
          adjustment becomes effective and shall mail such notice of such
          adjustment of the Conversion Price to the holders of each share of
          Series A Preferred Stock at such holder's last address as shown on the
          stock records of the Corporation.

     (l)  In any case in which paragraph (g) of this Section 7 provides that an
          adjustment shall become effective on the day next following the record
          date for an event, the Corporation may defer until the occurrence of
          such event (A) issuing to the holder of any share of Series A
          Preferred Stock converted after such record date and before the
          occurrence of such event the additional Common Stock issuable upon
          such conversion by reason of the adjustment required by such event
          over and above the Common Stock issuable upon such conversion before
          giving effect to such adjustment and (B) paying to such holder any
          amount of cash in lieu of any fractional share of Common Stock.

     (m)  There shall be no adjustment of the Conversion Price in case of the
          issuance of any capital stock of the Corporation in a reorganization,
          acquisition or other similar transaction except as specifically set
          forth in this Section 7. If any action would require adjustment of the
          Conversion Price pursuant to more than one paragraph of this Section
          7, only one adjustment shall be made, and such adjustment shall be the
          amount of adjustment that has the highest absolute value; provided,
          however, that multiple actions taken at or about the same time shall
          be subject to separate adjustments.

     (n)  If the Corporation shall take any action affecting the Common Stock,
          other than action described in this Section 7, that in the opinion of
          the Board of Directors would materially adversely affect the
          conversion rights of the holders of the Series A Preferred Stock, the
          Conversion Price for the Series A Preferred Stock may be adjusted, to
          the extent permitted by law, in such manner, if any, and at such time,
          as the Board of Directors, in its sole discretion, may determine to be
          equitable in the circumstances.

                                       24
<PAGE>
 
(8)  Voting Rights.
     ------------- 

     (a)  Holders of the Series A Preferred Stock will not have any voting
          rights, except as set forth in Section 3(j) or as set forth below or
          as otherwise from time to time required by law.

     (b)  So long as any shares of Series A Preferred Stock remain outstanding,
          the Corporation shall not, without the affirmative vote of the holders
          of at least a majority of the shares of Series A Preferred Stock
          outstanding at the time, given in person or by proxy, either in
          writing or at a meeting (voting separately as a class), amend, alter
          or repeal the provisions of this Certificate, the Amended and Restated
          Certificate of Incorporation or the amended and Restated Bylaws of the
          Corporation, increase the number of authorized shares of Series A
          Preferred Stock or create any additional class or series of Preferred
          Stock, whether by merger, consolidation or otherwise, so as to
          materially and adversely affect any right, preference, privilege or
          voting power of the Series A Preferred Stock or the holders thereof in
          their capacity as holders of Series A Preferred Stock; but subject, in
          any event, to the following provisions:

          (i)   With respect to the occurrence of any merger, consolidation or
                other business combination or reorganization, so long as shares
                of the Series A Preferred Stock remain outstanding with the
                terms thereof materially unchanged or, if the Corporation is not
                the surviving entity in such transaction, are exchanged for a
                security of the surviving entity with terms that are materially
                the same with respect to rights to dividends, liquidation or
                other distributions, voting, redemption and conversion as the
                Series A Preferred Stock (and with the terms of the Common Stock
                or such other securities for which the Series A Preferred Stock
                (or the substitute security therefor) is convertible materially
                the same with respect to rights to dividends, liquidation or
                other distributions, voting, redemption and conversion), the
                occurrence of any such event shall not be deemed to materially
                and adversely affect such rights, preferences, privileges or
                voting powers of the holders of the Series A Preferred Stock.

          (ii)  Any creation or issuance of any class or series of capital stock
                of the Corporation ranking junior to the Series A Preferred
                Stock with respect to payment of dividends, redemption rights
                and the distribution of assets upon liquidation, dissolution or
                winding up, shall not be deemed to materially and adversely
                affect such rights, preferences, privileges or voting powers of
                the holders of the Series A Preferred Stock.

          (iii) Any creation or issuance of any class or series of Preferred
                Stock (other than an issuance of additional shares of Series A
                Preferred Stock, as to which a class vote shall be required), or
                any increase in the amount of authorized shares of such series,
                in each case ranking on a parity with 

                                       25
<PAGE>
 
               the Series A Preferred Stock with respect to payment of
               dividends, voting, redemption and the distribution of assets upon
               liquidation, dissolution or winding up, shall not be deemed to
               materially and adversely affect such rights, preferences,
               privileges or voting powers of the holders of the Series A
               Preferred Stock if such issuance is done (x) in connection with
               an issuance of Preferred Stock in exchange for non-cash assets
               (including, without limitation, (i) securities, partnership
               interests, membership interests or other interests in an entity
               and (ii) real estate, personal property and intangibles), or (y)
               in connection with a bona fide capital raising transaction.

          (iv) Any creation or issuance of any class or series of Preferred
               Stock ranking senior to the Series A Preferred Stock with respect
               to the payment of dividends, redemption rights and the
               distribution of assets upon liquidation, dissolution or winding
               up, to the extent the issuance of such Preferred Stock was in
               compliance with the standard set forth in Section 9(c) hereof,
               shall not be deemed to materially and adversely affect such
               rights, preferences, privileges or voting powers of the holders
               of the Series A Preferred Stock.

     (c)  The foregoing voting provisions will not apply if, at or prior to the
          time when the act, with respect to which such vote would otherwise be
          required, will be effected, all outstanding shares of Series A
          Preferred Stock shall have been converted and/or redeemed.

(9)  Ranking.  The Series A Preferred Stock shall be deemed to rank:
     -------                                                        

     (a)  Senior to any class or series of capital stock of the Corporation, if
          such class or series shall be Common Stock or if the holders of Series
          A Preferred Stock shall be entitled to receipt of dividends or of
          amounts distributable upon liquidation, dissolution or winding up, as
          the case may be, in preference or priority to the holders of shares of
          such class or series, including Junior Preferred Stock ("Junior
          Stock");

     (b)  On a parity with any other class or series of capital stock of the
          Corporation, if the holders of such other class or series of capital
          stock and the Series A Preferred Stock shall be entitled to the
          receipt of dividends and of amounts distributable upon liquidation,
          dissolution or winding up in proportion to their respective amounts of
          accrued and unpaid distributions per share or liquidation preferences,
          without preference or priority one over the other ("Parity Stock");
          and

     (c)  Junior only to (I) any indebtedness issued by the Corporation and (II)
          senior preferred stock (A) issued only for cash by the Corporation in
          a public offering, 

                                       26
<PAGE>
 
          or (B) issued only for cash or property in an arm's length transaction
          (x) to one or more institutional investors who are (but for the shares
          of preferred stock so issued) not affiliated with the Corporation or
          any Affiliate (as defined in Section 10) thereof and (y) not in
          connection with any other transaction or transactions with any of such
          Affiliates and (z) which would be permitted by Section 10 if such
          shares of preferred stock were Junior Preferred Stock, and (C) in
          either case, the entire cash proceeds (net of any arm's length
          commissions paid to third parties who are not Affiliates) of which are
          contributed by the Corporation to the Partnership and used by the
          Partnership solely for (i) the acquisition of assets to be held in the
          Partnership's business, (ii) capital expenditures or maintenance
          expenses in respect of assets held by the Partnership, (iii) other
          ordinary course expenses of the Partnership, or (iv) repayment of
          indebtedness of the Partnership (including indebtedness convertible
          into preferred units of the Partnership junior to the Series Two
          Preferred Units and the Series Three Preferred Units of the
          Partnership or common units of the Partnership), and (v) none of which
          proceeds are used (AA) to purchase, redeem, retire or otherwise
          acquire directly or indirectly any preferred units of the Partnership
          junior to the Series Two Preferred Units and the Series Three
          Preferred Units of the Partnership or common units of the Partnership,
          or shares of Junior Preferred Stock or Common Stock of the
          Corporation, or options, warrants, rights to purchase or any other
          securities convertible into the foregoing (other than debt repayable
          pursuant to subclause (iv)) or (BB) to make distributions or to pay
          dividends in respect of any securities described in subclause (AA).
          Any references to the term "Affiliate" in this Section 9(c) (including
          by way of the cross-reference and incorporation in clause (z) of the
          preceding sentence) shall have the meaning given thereto in the
          Amended and Restated By-laws of the Corporation as of the date hereof
          (except that the 5% threshold referred to therein shall be deemed for
          these purposes to be a 10% threshold).

(10) Junior Preferred Stock.  The Corporation may, at its option, issue Junior
     ----------------------                                                   
     Preferred Stock in exchange for arm's length consideration, the adequacy of
     such consideration to be determined in good faith by the Board of
     Directors; provided, however, that the Corporation may not, without the
     consent of holders of a majority of the shares of the Series A Preferred
     Stock, (i) issue Junior Preferred Stock to any Affiliate (as such term is
     defined in the Amended and Restated By-Laws of the Corporation as of the
     date hereof) of the Corporation, (ii) distribute Junior Preferred Stock to
     any holder of Common Stock, (iii) issue Junior Preferred Stock ratably to
     holders of Common Stock for cash or any other consideration,  or (iv) issue
     Junior Preferred Stock in exchange for Common Stock.

(11) Notices.  All notices, demand, requests or other communications which may
     -------                                                                    
     be or are required to be given, served or sent hereunder will be in writing
     and delivered by certified U.S. mail, return receipt required, with postage
     prepaid, or by nationally recognized overnight courier service that
     provides tracking and proof of receipt. 

                                       27
<PAGE>
 
     Notices shall be deemed delivered upon the earlier of (i) delivery, (ii)
     refusal of delivery by addressee, (iii) two Business Days after deposit in
     the U.S. Mails in the case of certified U.S. mail, or (iv) one Business Day
     after deposit with a nationally recognized overnight courier. Notices to
     holders of Series A Preferred Stock shall be sent to their address of
     record with the Corporation. Any holder of Series A Preferred Stock may
     change its address of record by written notice as given as aforesaid.
     Notices delivered to the Corporation shall be addressed to Boston
     Properties, Inc. Attn.: Chief Financial Officer, 8 Arlington Street,
     Boston, MA 02116 or to such other address as the Corporation may have
     notified holders in the manner provided in this Section 11.

(12) Certificates.  Notwithstanding anything to the contrary contained in the
     ------------                                                            
     foregoing Sections:

     (a)  In the event of a redemption pursuant to Section 5, on or before the
          applicable Option Strike Date, a holder of shares of Series A
          Preferred Stock subject to such redemption shall surrender
          certificates ("Series A Certificates") representing such shares to the
          place or places designated by the Corporation in writing. The date on
          which the Corporation shall be required to pay to such holder the
          redemption price and the amounts required to be paid under Section
          5(c) shall be the later of (i) the date set forth in the last
          paragraph of Section 5(b) and (ii) two Business Days after the date
          such Series A Certificates have been so surrendered. From and after
          the Option Strike Date, such Series A Certificates shall (subject to
          the last sentence of the first paragraph of Section 5(d)) represent
          only the right to receive the redemption price and the amounts
          required to be paid under Section 5(c), without interest thereon.

     (b)  In the event of a conversion pursuant to Section 7, within 5 days of
          the Conversion Date, a holder of shares of Series A Preferred Stock
          subject to such conversion shall surrender Series A Certificates
          representing such shares to the place or places designated by the
          Corporation in writing. As promptly as practicable after the surrender
          of such Series A Certificates, the Corporation shall cause to be
          issued and delivered to such holder a certificate or certificates
          representing the number of full shares of Common Stock issuable upon
          such conversion. From and after the Conversion Date, such Series A
          Certificates shall represent only the right to receive the number of
          full shares of Common Stock issuable upon such conversion and the
          amounts required to be paid under Sections 7(c) and 7(e) (if such
          amounts have not yet been paid) without interest thereon.

     (c)  A holder of Series A Preferred Stock shall be deemed to have
          surrendered the certificate or certificates representing such stock
          only if (i) the holder surrenders such certificate to the
          Corporation's headquarters, attention Chief Financial Officer, or to
          such other place as the Corporation may specify in writing in its
          Redemption Notice or Conversion Notice, and (ii) such surrendered
          certificate is 

                                       28
<PAGE>
 
          duly endorsed or assigned to the Corporation or in blank and is
          accompanied by any other duly executed instruments of transfer that
          the Corporation or its transfer agent may reasonably specify.


(13) Status of Reacquired Stock.  All shares of Series A Preferred Stock which
     --------------------------                                               
     shall have been issued and reacquired in any manner by the Corporation
     shall be restored to the status of authorized, but unissued, shares or
     Preferred Stock, without designation as to series.

(14) In the event this Certificate of Designations is amended or modified by the
     parties hereto, the holders of the Series Two Preferred Units issued by the
     Partnership and the Series Three Preferred Units issued by the Partnership
     in accordance with the Source Agreements shall each have the right to
     elect, by vote of a majority-in-interest of such securities, to adopt
     amendments or modifications of their respective securities comparable to
     the amendments or modifications of this Certificate, and in the event of
     any modification or amendment of such securities, the holders of Series A
     Preferred Stock shall have the right to elect, by vote of a majority-in-
     interest of the Series A Preferred Stock, to adopt amendments or
     modifications of this Certificate of Designations comparable to amendments
     and modifications of such securities. The Corporation agrees for the
     benefit of the holders of Series A Preferred Stock that the Corporation, as
     the general partner of the Partnership, shall not permit the amendment or
     modification of such other securities without causing this Section 14 to be
     given full effect, and the Corporation shall take such action as is
     reasonably appropriate or necessary to give full effect to this Section 14.

                                       29
<PAGE>
 
 Exhibit A to the Certificate of Designations for the Series A Preferred Stock


                    NOTICE OF ELECTION BY HOLDER TO CONVERT
                  SERIES A PREFERRED STOCK INTO COMMON STOCK


     The undersigned holder of Series A Preferred Stock hereby (i) elects to
convert the number of shares of Series A Preferred Stock in Boston Properties,
Inc. (the "Corporation") set forth below into shares of Common Stock in
accordance with the terms of the Certificate of Designations relating to the
Series A Preferred Stock; and (ii) directs that any cash in lieu of fractional
shares of Common Stock that may be deliverable upon such conversion be delivered
to the address specified below.  The undersigned hereby represents, warrants,
and certifies that the undersigned (a) has title to such shares of Series A
Preferred Stock, free and clear of the rights or interests of any other person
or entity other than the Corporation; (b) has the full right, power, and
authority to cause the conversion of such shares of Series A Preferred Stock as
provided herein; and (c) has obtained the consent or approval of all persons or
entities, if any, having the right to consent or approve such conversion.


Name of holder of Series A Preferred Stock:  ___________________________________
                                             (Please Print: Exact Name as 
                                              Registered with Corporation)


Date of this Notice:_________________________



Date the shares of Series A Preferred Stock are to be converted:_____________/1/


Number of shares of Series A Preferred Stock to be converted:_________________



     _____________________________________________________________________
     (Signature of Holder: Sign Exact Name as Registered with Corporation)


     _____________________________________________________________________
     (Street Address)


     _____________________________________________________________________
     (City)                    (State)                    (Zip Code)



     Signature Guaranteed by:


     _____________________________________________

________________________

/1/  Not earlier than 15 days nor later than 60 days after the date this Notice
is deposited in the U.S. mails (certified mail, postage prepaid, return receipt
requested) or deposited with a nationally recognized overnight courier
guaranteeing next business day delivery.

                                       30
<PAGE>
 
 Exhibit B to the Certificate of Designations for the Series A Preferred Stock


                    NOTICE OF ELECTION BY HOLDER TO REDEEM
                       SERIES A PREFERRED STOCK FOR CASH


     The undersigned holder of Series A Preferred Stock hereby (i) elects to
redeem the number of shares of Series A Preferred Stock in Boston Properties,
Inc. (the "Corporation") set forth below for the redemption price determined in
accordance with the terms of the Certificate of Designations (the "Certificate")
relating to the Series A Preferred Stock; and (ii) directs that such redemption
price be delivered by certified check to the address specified below. The
undersigned hereby represents, warrants, and certifies that the undersigned (a)
has title to such shares of Series A Preferred Stock, free and clear of the
rights or interests of any other person or entity other than the Corporation;
(b) has the full right, power, and authority to cause the redemption of such
shares of Series A Preferred Stock as provided herein; and (c) has obtained the
consent or approval of all persons or entities, if any, having the right to
consent or approve such redemption. The undersigned hereby acknowledges that,
except as provided in the Certificate, dividends on the shares of Series A
Preferred Stock to be redeemed shall cease to accrue on the redemption date
indicated below.


Name of holder of Series A Preferred Stock:  ___________________________________
                                             (Please Print: Exact Name as 
                                              Registered with Corporation)


Date of this Notice:_________________________



Option Strike Date on which the shares of Series A Preferred Stock are to be
redeemed:________________


Number of shares of  Series A Preferred Stock to be redeemed:_________________



     _____________________________________________________________________
     (Signature of Holder: Sign Exact Name as Registered with Corporation)


     _____________________________________________
     (Street Address)


     _____________________________________________
     (City)            (State)      (Zip Code)



     Signature Guaranteed by:


     _____________________________________________


Note:  Redemptions are subject to reduction and proration as provided in the
       Certificate of Designations in respect of the Series A Preferred Stock.

                                      31
