



<PAGE>
                                                                  EXHIBIT C


                                     FORM OF
                              AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                              GREYHOUND LINES, INC.

                     Pursuant to Section 151 of the Delaware
                             General Corporation Law


               I, Mark E. Southerst, Vice President, General Counsel and
     Secretary, of GREYHOUND LINES, INC., a corporation organized and
     existing under the Delaware General Corporation Law (the "Company"),
     in accordance with the provisions of Section 151 of such law, DO
     HEREBY CERTIFY that pursuant to the authority conferred upon the Board
     of Directors by the Restated Certificate of Incorporation of the
     Company, the Board of Directors on March 11, 1997 adopted the
     following resolution, which amended and restated the powers,
     preferences and relative, participating, optional and other special
     rights of its series of Preferred Stock designated as Series A Junior
     Preferred Stock, which series had been created pursuant to a
     resolution adopted by the Board of Directors on March 22, 1994 and no
     shares of which series have been issued, as follows:
               RESOLVED, that pursuant to Section 151(g) of the Delaware
     General Corporation Law and the authority vested in the Board of
     Directors of the Company in accordance with the provisions of ARTICLE
     IV, paragraph I.B. of the Restated












































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     Certificate of Incorporation of the Company, the powers, preferences
     and relative, participating, optional or other special rights of the
     series of Preferred Stock of the Company designated as the Series A
     Junior Preferred Stock, and the qualifications, limitations or
     restrictions thereof, be, and hereby are, amended and restated as
     follows:

               Section 1.  Designation and Amount.  The shares of such
                           ----------------------
     series shall be designated as "Series A Junior Preferred Stock" (the
     "Series A Preferred Stock") and the number of shares constituting such
     series shall be 1,500,000.

               Section 2.  Dividends and Distributions.
                           ---------------------------
               (A)  Subject to the provisions for adjustment hereinafter
     set forth, the holders of shares of Series A Preferred Stock shall be
     entitled to receive, when, as and if declared by the Board of
     Directors out of funds legally available for the purpose, (i) cash
     dividends in an amount per share (rounded to the nearest cent) equal
     to 1,000 times the aggregate per share amount of all cash dividends
     declared or paid on the common stock, $0.01 par value per share, of
     the Company (the "Common Stock") and (ii) a preferential cash dividend
     (the "Preferential Dividends"), if any, in preference to the holders
     of any class of Common Stock, on the first day of February, May,
     August and November of each year (each a "Quarterly Dividend Payment
     Date"), commencing on the first Quarterly Dividend

















































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     Payment Date after the first issuance of a share or fraction of a
     share of Series A Preferred Stock, payable in an amount (except in the
     case of the first Quarterly Dividend Payment if the date of the first
     issuance of Series A Preferred Stock is a date other than a Quarterly
     Dividend Payment date, in which case such payment shall be a prorated
     amount of such amount) equal to $100.00 per share of Series A
     Preferred Stock less the per share amount of all cash dividends
     declared on the Series A Preferred Stock pursuant to clause (i) of
     this sentence since the immediately preceding Quarterly Dividend
     Payment Date or, with respect to the first Quarterly Dividend Payment
     Date, since the first issuance of any share or fraction of a share of
     Series A Preferred Stock.  In the event the Company shall, at any time
     after the issuance of any share or fraction of a share of Series A
     Preferred Stock, make any distribution on the shares of Common Stock
     of the Company, whether by way of a dividend or a reclassification of
     stock, a recapitalization, reorganization or partial liquidation of
     the Company or otherwise, which is payable in cash or any debt
     security, debt instrument, real or personal property or any other
     property (other than cash dividends subject to the immediately
     preceding sentence, a distribution of shares of Common Stock or other
     capital stock of the Company or a distribution of rights or warrants
     to acquire any such share, including any debt security convertible
     into or exchangeable for



















































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     any such share, at a price less than the Fair Market Value, as
     hereinafter defined, of such share), then, and in each such event, the
     Company shall simultaneously pay on each then outstanding share of
     Series A Preferred Stock of the Company a distribution, in like kind,
     of 1,000 times such distribution paid on a share of Common Stock
     (subject to the provisions for adjustment hereinafter set forth).  The
     dividends and distributions on the Series A Preferred Stock to which
     holders thereof are entitled pursuant to clause (i) of the first
     sentence of this paragraph and pursuant to the second sentence of this
     paragraph are hereinafter referred to as "Dividends" and the multiple
     of such cash and non-cash dividends on the Common Stock applicable to
     the determination of the Dividends, which shall be 1,000 initially but
     shall be adjusted from time to time as hereinafter provided, is
     hereinafter referred to as the "Dividend Multiple".  In the event the
     Company shall at any time after the date hereof declare or pay any
     dividend or make any distribution on Common Stock payable in shares of
     Common Stock, or effect a subdivision or split or a combination,
     consolidation or reverse split of the outstanding shares of Common
     Stock into a greater or lesser number of shares of Common Stock, then
     in each such case the Dividend Multiple thereafter applicable to the
     determination of the amount of Dividends which holders of shares of
     Series A Preferred Stock shall be entitled to receive shall be the




















































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     Dividend Multiple applicable immediately prior to such event
     multiplied by a fraction the numerator of which is the number of
     shares of Common Stock outstanding immediately after such event and
     the denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.
               (B)  The Company shall declare each Dividend at the same
     time it declares any cash or non-cash dividend or distribution on the
     Common Stock in respect of which a Dividend is required to be paid. 
     No cash or non-cash dividend or distribution on the Common Stock in
     respect of which a Dividend is required to be paid shall be paid or
     set aside for payment on the Common Stock unless a Dividend in respect
     of such dividend or distribution on the Common Stock shall be
     simultaneously paid, or set aside for payment, on the Series A
     Preferred Stock.
               (C)  Preferential Dividends shall begin to accrue on
     outstanding shares of Series A Preferred Stock from the Quarterly
     Dividend Payment Date next preceding the date of issuance of any
     shares of Series A Preferred Stock.  Accrued but unpaid Preferential
     Dividends shall cumulate but shall not bear interest.  Preferential
     Dividends paid on the shares of Series A Preferred Stock in an amount
     less than the total amount of such dividends at the time accrued and
     payable on such shares shall be allocated pro rata on a share-by-share
     basis among all such shares at the time outstanding.



















































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               Section 3.  Voting Rights.  The holders of shares of Series
                           -------------
     A Preferred Stock shall have the following voting rights:
               (A)  Each share of Series A Preferred Stock shall entitle
     the holder thereof to one vote on all matters submitted to a vote of
     the stockholders of the Company. 
               (B)  Except as otherwise provided herein, in the Restated
     Certificate of Incorporation or By-laws, the holders of shares of
     Series A Preferred Stock and the holders of shares of Common Stock
     shall vote together as one class on all matters submitted to a vote of
     stockholders of the Company.
               (C)  In the event that the Preferential Dividends accrued on
     the Series A Preferred Stock for four or more quarterly dividend
     periods, whether consecutive or not, shall not have been declared and
     paid or irrevocably set aside for payment, the holders of record of
     Preferred Stock of the Company of all series (including the Series A
     Preferred Stock), other than any series in respect of which such right
     is expressly withheld by the Restated Certificate of Incorporation or
     the authorizing resolutions included in any Certificate of
     Designations therefor, shall have the right, at the next meeting of
     stockholders called for the election of directors, to elect two
     members to the Board of Directors, which directors shall be in
     addition to the number required by the By-laws prior to such event, to
     serve until the next Annual Meeting and until their successors are
     elected and

















































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     qualified or their earlier resignation, removal or incapacity or until
     such earlier time as all accrued and unpaid Preferential Dividends
     upon the outstanding shares of Series A Preferred Stock shall have
     been paid (or irrevocably set aside for payment) in full.  The holders
     of shares of Series A Preferred Stock shall continue to have the right
     to elect directors as provided by the immediately preceding sentence
     until all accrued and unpaid Preferential Dividends upon the
     outstanding shares of Series A Preferred Stock shall have been paid
     (or set aside for payment) in full.  Such directors may be removed and
     replaced by such stockholders, and vacancies in such directorships may
     be filled only by such stockholders (or by the remaining director
     elected by such stockholders, if there be one) in the manner permitted
     by law; provided, however, that any such action by stockholders shall
     be taken at a meeting of stockholders and shall not be taken by
     written consent thereto.
               (D)  Except as otherwise required by the Restated
     Certificate of Incorporation or By-laws or set forth herein, holders
     of Series A Preferred Stock shall have no other special voting rights
     and their consent shall not be required (except to the extent they are
     entitled to vote with holders of Common Stock as set forth herein) for
     the taking of any corporate action.





















































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               Section 4.  Certain Restrictions.
                           --------------------
               (A)  Whenever Preferential Dividends or Dividends are in
     arrears or the Company shall be in default of payment thereof,
     thereafter and until all accrued and unpaid Preferential Dividends and
     Dividends, whether or not declared, on shares of Series A Preferred
     Stock outstanding shall have been paid or set irrevocably aside for
     payment in full, and in addition to any and all other rights which any
     holder of shares of Series A Preferred Stock may have in such
     circumstances, the Company shall not
               (i)  declare or pay dividends on, make any other
          distributions on, or redeem or purchase or otherwise acquire for
          consideration, any shares of stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series A Preferred Stock;
              (ii)  declare or pay dividends on or make any other
          distributions on any shares of stock ranking on a parity as to
          dividends with the Series A Preferred Stock, unless dividends are
          paid ratably on the Series A Preferred Stock and all such parity
          stock on which dividends are payable or in arrears in proportion
          to the total amounts to which the holders of all such shares are
          then entitled if the full dividends accrued thereon were to be
          paid;
             (iii)  except as permitted by subparagraph (iv) of this
          paragraph 4(A), redeem or purchase or otherwise acquire for

















































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          consideration shares of any stock ranking on a parity (either as
          to dividends or upon liquidation, dissolution or winding up) with
          the Series A Preferred Stock, provided that the Company may at
          any time redeem, purchase or otherwise acquire shares of any such
          parity stock in exchange for shares of any stock of the Company
          ranking junior (both as to dividends and upon liquidation,
          dissolution or winding up) to the Series A Preferred Stock; or
              (iv)  purchase or otherwise acquire for consideration any
          shares of Series A Preferred Stock, or any shares of stock
          ranking on a parity with the Series A Preferred Stock (either as
          to dividends or upon liquidation, dissolution or winding up),
          except in accordance with a purchase offer made to all holders of
          such shares upon such terms as the Board of Directors, after
          consideration of the respective annual dividend rates and other
          relative rights and preferences of the respective series and
          classes, shall determine in good faith will result in fair and
          equitable treatment among the respective series or classes.
               (B)  The Company shall not permit any Subsidiary (as
     hereinafter defined) of the Company to purchase or otherwise acquire
     for consideration any shares of stock of the Company unless the
     Company could, under paragraph (A) of this Section 4, purchase or
     otherwise acquire such shares at such time and in




















































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     such manner.  A "Subsidiary" of the Company shall mean any corporation
     or other entity of which securities or other ownership interests
     having ordinary voting power sufficient to elect a majority of the
     board of directors of such corporation or other entity or other
     persons performing similar functions are beneficially owned, directly
     or indirectly, by the Company or by any corporation or other entity
     that is otherwise controlled by the Company.
               (C)  The Company shall not issue any shares of Series A
     Preferred Stock except upon exercise of Rights issued pursuant to that
     certain Amended and Restated Rights Agreement between the Company and
     Mellon Securities Trust Company, as Rights Agent, a copy of which is
     on file with the Secretary of the Company at its principal executive
     office and shall be made available to stockholders of record without
     charge upon written request therefor addressed to said Secretary. 
     Notwithstanding the foregoing sentence, nothing contained in the
     provisions hereof shall prohibit or restrict the Company from issuing
     for any purpose any series of Preferred Stock with rights and
     privileges similar to, different from, or greater than, those of the
     Series A Preferred Stock.

               Section 5.  Reacquired Shares.  Any shares of Series A
                           -----------------
     Preferred Stock purchased or otherwise acquired by the Company in any
     manner whatsoever shall be retired and cancelled promptly



















































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     after the acquisition thereof.  All such shares upon their retirement
     and cancellation shall become authorized but unissued shares of
     Preferred Stock, without designation as to series, and such shares may
     be reissued as part of a new series of Preferred Stock to be created
     by resolution or resolutions of the Board of Directors.

               Section 6.  Liquidation, Dissolution or Winding Up.  Upon
                           --------------------------------------
     any voluntary or involuntary liquidation, dissolution or winding up of
     the Company, no distribution shall be made (i) to the holders of
     shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred
     Stock unless the holders of shares of Series A Preferred Stock shall
     have received, subject to adjustment as hereinafter provided, (A)
     $1,000.00 per share plus an amount equal to accrued and unpaid
     dividends and distributions thereon, whether or not declared, to the
     date of such payment or, (B) if greater than the amount specified in
     clause (i)(A) of this sentence, an amount equal to 1,000 times the
     aggregate amount to be distributed per share to holders of Common
     Stock, as the same may be adjusted as hereinafter provided and (ii) to
     the holders of stock ranking on a parity upon liquidation, dissolution
     or winding up with the Series A Preferred Stock, unless simultaneously
     therewith distributions are made ratably on the Series A Preferred
     Stock and all other shares of such parity



















































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     stock in proportion to the total amounts to which the holders of
     shares of Series A Preferred Stock are entitled under clause (i)(A) of
     this sentence and to which the holders of such parity shares are
     entitled, in each case upon such liquidation, dissolution or winding
     up.  The amount to which holders of Series A Preferred Stock may be
     entitled upon liquidation, dissolution or winding up of the Company
     pursuant to clause (i)(B) of the foregoing sentence is hereinafter
     referred to as the "Participating Liquidation Amount" and the multiple
     of the amount to be distributed to holders of shares of Common Stock
     upon the liquidation, dissolution or winding up of the Company
     applicable pursuant to said clause to the determination of the
     Participating Liquidation Amount, as said multiple may be adjusted
     from time to time as hereinafter provided, is hereinafter referred to
     as the "Liquidation Multiple".  In the event the Company shall at any
     time after the date hereof declare or pay any dividend on Common Stock
     payable in shares of Common Stock, or effect a subdivision or split or
     a combination, consolidation or reverse split of the outstanding
     shares of Common Stock into a greater or lesser number of shares of
     Common Stock, then, in each such case, the Liquidation Multiple
     thereafter applicable to the determination of the Participating
     Liquidation Amount to which holders of Series A Preferred Stock shall
     be entitled after such event shall be the Liquidation Multiple
     applicable immediately prior to such



















































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     event multiplied by a fraction the numerator of which is the number of
     shares of Common Stock outstanding immediately after such event and
     the denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

               Section 7.  Certain Reclassifications and Other Events.
                           ----------------------------------- ------
               (A)  In the event that holders of shares of Common Stock of
     the Company receive after the date hereof in respect of their shares
     of Common Stock any share of capital stock of the Company (other than
     any share of Common Stock of the Company), whether by way of
     reclassification, recapitalization, reorganization, dividend or other
     distribution or otherwise (a "Transaction"), then, and in each such
     event, the dividend rights and rights upon the liquidation,
     dissolution or winding up of the Company of the shares of Series A
     Preferred Stock shall be adjusted so that after such event the holders
     of Series A Preferred Stock shall be entitled, in respect of each
     share of Series A Preferred Stock held, in addition to such rights in
     respect thereof to which such holder was entitled immediately prior to
     such adjustment, to (i) such additional dividends as equal the
     Dividend Multiple in effect immediately prior to such Transaction
     multiplied by the additional dividends which the holder of a share of
     Common Stock shall be entitled to receive by virtue of the receipt in
     the Transaction of such capital stock



















































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     and (ii) such additional distributions upon liquidation, dissolution
     or winding up of the Company as equal the Liquidation Multiple in
     effect immediately prior to such Transaction multiplied by the
     additional amount which the holder of a share of Common Stock shall be
     entitled to receive upon liquidation, dissolution or winding up of the
     Company by virtue of the receipt in the Transaction of such capital
     stock, as the case may be, all as provided by the terms of such
     capital stock.
               (B)  In the event that holders of shares of Common Stock of
     the Company receive after the date hereof in respect of their shares
     of Common Stock any right or warrant to purchase Common Stock
     (including as such a right, for all purposes of this paragraph, any
     security convertible into or exchangeable for Common Stock) at a
     purchase price per share less than the Fair Market Value of a share of
     Common Stock on the date of issuance of such right or warrant, then
     and in each such event the dividend rights, voting rights and rights
     upon the liquidation, dissolution or winding up of the Company of the
     shares of Series A Preferred Stock shall each be adjusted so that
     after such event the Dividend Multiple and the Liquidation Multiple
     shall each be the product of the Dividend Multiple and the Liquidation
     Multiple, as the case may be, in effect immediately prior to such
     event multiplied by a fraction the numerator of which shall be the
     number of shares of Common Stock outstanding immediately



















































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     before such issuance of rights or warrants plus the maximum number of
     shares of Common Stock which could be acquired upon exercise in full
     of all such rights or warrants and the denominator of which shall be
     the number of shares of Common Stock outstanding immediately before
     such issuance of rights or warrants plus the number of shares of
     Common Stock which could be purchased, at the Fair Market Value of the
     Common Stock at the time of such issuance, by the maximum aggregate
     consideration payable upon exercise in full of all such rights or
     warrants.
               (C)  In the event that holders of shares of Common Stock of
     the Company receive after the date hereof in respect of their shares
     of Common Stock any right or warrant to purchase capital stock of the
     Company (other than shares of Common Stock), including as such a
     right, for all purposes of this paragraph, any security convertible
     into or exchangeable for capital stock of the Company (other than
     Common Stock), at a purchase price per share less than the Fair Market
     Value of such shares of capital stock on the date of issuance of such
     right or warrant, then and in each such event the dividend rights and
     rights upon liquidation, dissolution or winding up of the Company of
     the shares of Series A Preferred Stock shall each be adjusted so that
     after such event each holder of a share of Series A Preferred Stock
     shall be entitled, in respect of each share of Series A Preferred
     Stock held, in addition to such rights in respect



















































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     thereof to which such holder was entitled immediately prior to such
     event, to receive (i) such additional dividends as equal the Dividend
     Multiple in effect immediately prior to such event multiplied, first,
     by the additional dividends to which the holder of a share of Common
     Stock shall be entitled upon exercise of such right or warrant by
     virtue of the capital stock which could be acquired upon such exercise
     and multiplied again by the Discount Fraction (as hereinafter defined)
     and (ii) such additional distributions upon liquidation, dissolution
     or winding up of the Company as equal the Liquidation Multiple in
     effect immediately prior to such event multiplied, first, by the
     additional amount which the holder of a share of Common Stock shall be
     entitled to receive upon liquidation, dissolution or winding up of the
     Company upon exercise of such right or warrant by virtue of the
     capital stock which could be acquired upon such exercise and
     multiplied again by the Discount Fraction.  For purposes of this
     paragraph, the "Discount Fraction" shall be a fraction the numerator
     of which shall be the difference between the Fair Market Value of a
     share of the capital stock subject to a right or warrant distributed
     to holders of shares of Common Stock of the Company as contemplated by
     this paragraph immediately after the distribution thereof and the
     purchase price per share for such share of capital stock pursuant to
     such right or warrant and the denominator of which shall be the Fair
     Market



















































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     Value of a share of such capital stock immediately after the
     distribution of such right or warrant.
               (D)  For purposes of this Certificate of Designations, the
     "Fair Market Value" of a share of capital stock of the Company
     (including a share of Common Stock) on any date shall be deemed to be
     the average of the daily closing price per share thereof over the 30
     consecutive Trading Days (as such term is hereinafter defined)
     immediately prior to such date; provided, however, that, in the event
     that such Fair Market Value of any such share of capital stock is
     determined during a period which includes any date that is within 30
     Trading Days after (i) the ex-dividend date for a dividend or
     distribution on stock payable in shares of such stock or securities
     convertible into shares of such stock, or (ii) the effective date of
     any subdivision, split, combination, consolidation, reverse stock
     split or reclassification of such stock, then, and in each such case,
     the Fair Market Value shall be appropriately adjusted by the Board of
     Directors of the Company to take into account ex-dividend or
     post-effective date trading.  The closing price for any day shall be
     the last sale price, regular way, or, in case, no such sale takes
     place on such day, the average of the closing bid and asked prices,
     regular way (in either case, as reported in the applicable transaction
     reporting system with respect to securities listed or admitted to
     trading on the New York Stock



















































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     Exchange), or, if the shares are not listed or admitted to trading on
     the New York Stock Exchange, as reported in the applicable transaction
     reporting system with respect to securities listed on the principal
     national securities exchange on which the shares are listed or
     admitted to trading or, if the shares are not listed or admitted to
     trading on any national securities exchange, the last quoted price or,
     if not so quoted, the average of the high bid and low asked prices in
     the over-the-counter market, as reported by the National Association
     of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
     such other system then in use, or if on any such date the shares are
     not quoted by any such organization, the average of the closing bid
     and asked prices as furnished by a professional market maker making a
     market in the shares selected by the Board of Directors of the
     Company.  The term "Trading Day" shall mean a day on which the
     principal national securities exchange on which the shares are listed
     or admitted to trading is open for the transaction of business or, if
     the shares are not listed or admitted to trading on any national
     securities exchange, on which the New York Stock Exchange or such
     other national securities exchange as may be selected by the Board of
     Directors of the Company is open.  If the shares are not publicly held
     or not so listed or traded on any day within the period of 30 Trading
     Days applicable to the determination of Fair Market Value thereof as




















































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     aforesaid, "Fair Market Value" shall mean the fair market value
     thereof per share as determined in good faith by the Board of
     Directors of the Company.  In either case referred to in the foregoing
     sentence, the determination of Fair Market Value shall be described in
     a statement filed with the Secretary of the Company.

               Section 8.  Consolidation, Merger, etc.  In case the Company
                           ---------------------------
     shall enter into any consolidation, merger, combination or other
     transaction in which the shares of Common Stock are exchanged for or
     changed into other stock or securities, cash and/or any other
     property, then in any such case each outstanding share of Series A
     Preferred Stock shall at the same time be similarly exchanged for or
     changed into the aggregate amount of stock, securities, cash and/or
     other property (payable in like kind), as the case may be, for which
     or into which each share of Common Stock is changed or exchanged
     multiplied by the highest of the Dividend Multiple or the Liquidation
     Multiple in effect immediately prior to such event.

               Section 9.  Effective Time of Adjustments.
                           -----------------------------
               (A)  Adjustments to the Series A Preferred Stock required by
     the provisions hereof shall be effective as of the time at which the
     event requiring such adjustments occurs.
               (B)  The Company shall give prompt written notice to each
     holder of a share of Series A Preferred Stock of the effect


















































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     of any adjustment to the voting rights, dividend rights or rights upon
     liquidation, dissolution or winding up of the Company of such shares
     required by the provisions hereof.  Notwithstanding the foregoing
     sentence, the failure of the Company to give such notice shall not
     affect the validity of or the force or effect of or the requirement
     for such adjustment.

               Section 10.  No Redemption.  The shares of Series A
                            -------------
     Preferred Stock shall not be redeemable at the option of the Company
     or any holder thereof.  Notwithstanding the foregoing sentence of this
     Section, the Company may acquire shares of Series A Preferred Stock in
     any other manner permitted by law, the provisions hereof and the
     Restated Certificate of Incorporation of the Company.

               Section 11.  Ranking.  Unless otherwise provided in the
                            -------
     Restated Certificate of Incorporation of the Company or a Certificate
     of Designations relating to a subsequent series of preferred stock of
     the Company, the Series A Preferred Stock shall rank junior to all
     other series of the Company's preferred stock as to the payment of
     dividends and the distribution of assets on liquidation, dissolution
     or winding up and senior to the Common Stock.
               Section 12.  Amendment.  The provisions hereof and the
                            ---------
     Restated Certificate of Incorporation of the Company shall not be
     amended in any manner which would adversely affect the rights,

















































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     privileges or powers of the Series A Preferred Stock without, in
     addition to any other vote of stockholders required by law, the
     affirmative vote of the holders of two-thirds or more of the
     outstanding shares of Series A Preferred Stock, voting together as a
     single class.
               IN WITNESS WHEREOF, I have executed and subscribed this
     Certificate of Designations this 8th day of April, 1997.



                                   ______________________________
                                   Name:     Mark E. Southerst
                                   Title:    Vice President, General
                                             Counsel and Secretary




























































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