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                                                                    EXHIBIT 3.2

                                    EXHIBIT A

                      Restated Certificate of Designations,
                     Preferences, Rights and Limitations of
                      Series A Convertible Preferred Stock
                                       of
                            Sterling Chemicals, Inc.

                  Section 1. Number of Shares and Designation. This class of the
Corporation's preferred stock shall be designated as Series A Convertible
Preferred Stock (the "Preferred Stock") and the number of shares of Preferred
Stock constituting such class shall be 25,000.

                  Section 2. Definitions. For purposes of the Preferred Stock,
the following terms shall have the meanings indicated:

                  "Additional Shares" has the meaning specified in Section 3(a)
         hereof.

                  "Affiliate" shall mean (a) when used with reference to any
         partnership or limited liability company, any Person that, directly or
         indirectly, owns or controls 10% or more of either the capital or
         profit interests of such partnership or limited liability company or is
         a partner of such partnership or a member of such limited liability
         company or is a Person in which such partnership or limited liability
         company has a 10% or greater direct or indirect equity interest and (b)
         when used with reference to any corporation, any Person that, directly
         or indirectly, owns or controls 10% or more of the outstanding voting
         securities of such corporation or is a Person in which such corporation
         has a 10% or greater direct or indirect equity interest. In addition,
         the term "Affiliate," when used with reference to any Person, shall
         also mean any other Person that, directly or indirectly, controls or is
         controlled by or is under common control with such Person. As used in
         the preceding sentence, (x) the term "control" means the possession,
         directly or indirectly, of the power to direct or cause the direction
         of the management and policies of the entity referred to, whether
         through ownership of voting securities, by contract or otherwise and
         (y) the terms "controlling" and "controls" shall have meanings
         correlative to the foregoing. Notwithstanding the foregoing, except
         solely for purposes of the definition of "Independent Financial Expert,
         the Company will not be deemed to be an Affiliate of RAM or any of its
         partners or assignees.

                  "Applicable Percentage" has the meaning assigned to such term
         in Section 6(c).

                  "Applicable Redemption Value" has the meaning assigned to such
         term in Section 6(c).

                  "Beneficially Own" means, with respect to any equity security,
         to be the "beneficial owner" of such equity security within the meaning
         of Rule 13d-3 or Rule 13d-5 under the Exchange Act.

                  "Board" means the board of directors of the Corporation.

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                  "Business Day" means any day which is not a day on which
         banking institutions in New York City, New York or Houston, Texas are
         authorized or obligated by law or executive order to close.

                  "Capital Stock" means shares of any class or series of capital
         stock of the Corporation.

                  "Cause" means (i) conviction of any crime (whether or not
         involving the Corporation) constituting a felony in the jurisdiction
         involved, the time for appeal having expired; (ii) engaging in any
         substantiated act involving moral turpitude; or (iii) misappropriation
         of any Corporation assets.

                  "Change of Control" means (A) any sale, lease, exchange or
         other transfer any sale, lease, exchange or other transfer of all or
         substantially all of the property and assets of the Corporation, (B)
         any merger or consolidation to which the Corporation is a party and
         which the holders of the voting securities of the Company immediately
         prior thereto own less than a majority of the outstanding voting
         securities of the surviving entity immediately following such
         transaction, or (C) any Person or group of Persons (as such term is
         used in Section 13(d) of the Exchange Act), other than RAM, shall
         Beneficially Own securities of the Corporation representing 50% or more
         of the voting securities of the Corporation then outstanding. For
         purposes of the preceding sentence, "voting securities" shall mean
         securities, the holders of which are ordinarily, in the absence of
         contingencies, entitled to elect the corporate directors (or Persons
         performing similar functions).

                  "Charter" means the Amended and Restated Certificate of
         Incorporation of the Corporation, as the same may hereafter be amended
         or restated.

                  "Common Stock" shall mean any capital stock of any class or
         series of the Corporation (including, on the Effective Date, the Common
         Stock, par value $0.01 per share, of the Corporation) which has no
         preference in respect of dividends or of amounts payable in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the Corporation and which is not subject to redemption by the
         Corporation. However, subject to the provisions of Section 4(d), shares
         into which shares of Preferred Stock are convertible shall include only
         shares of the class of capital stock of the Corporation designated as
         Common Stock, par value $.0l per share, of the Corporation on the
         Effective Date or shares of any class or classes resulting from any
         reclassification or reclassifications thereof involving solely a change
         in par value or from par value to no par value or from no par value to
         par value and which have no preference in respect of dividends or of
         amounts payable in the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation and which are
         not subject to redemption by the Corporation; provided, however, that
         if at any time there shall be more than one such resulting class, the
         shares of each such class into which shares of Preferred Stock are then
         convertible shall be substantially in the proportion which the total
         number of shares of such class resulting from all such
         reclassifications bears to the total number of shares of all such
         classes resulting from all such reclassifications.

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                  "Conversion Date" has the meaning assigned to such term in
         Section 4(g)(ii).

                  "Conversion Factor" has the meaning assigned to such term in
         Section 4(b).

                  "Corporation" means Sterling Chemicals, Inc., a Delaware
         corporation.

                  "Current Equity Value" has the meaning assigned to such term
         in Section 6(c).

                  "Current Market Value" means, with respect to any security
         (including Common Stock), as of a specified date (the "date of
         calculation"): (i) if such security is not registered under the
         Exchange Act, the value of such security as determined by an
         Independent Financial Expert selected by the Board of Directors of the
         Corporation; or (ii)if such security is registered under the Exchange
         Act, the average of the daily market prices of such security for the
         five consecutive trading days commencing not more than 20 trading days
         before, and ending not later than, the earlier of the date of
         calculation and the day before the "ex" date with respect to the event
         requiring such calculation or, if such security has been registered
         under the Exchange Act for less than five consecutive trading days
         before such earlier date, then the average of the daily market prices
         for all of the trading days before such earlier date for which daily
         market prices are available; provided, however, that if the market
         price cannot be calculated (as provided below), the Current Market
         Value of such security shall be determined as if such security were not
         registered under the Exchange Act.

                  "Designation of Rights" means this designation of terms,
         limitations, rights and preferences of the Preferred Stock, as the same
         may hereafter be amended, modified or supplemented.

                  "Dividend Payment Date" means the first Business Day after the
         last day of each Dividend Period.

                  "Dividend Period" means the three-month period beginning on
         each January 1, April 1, July 1 and October 1 of each year; provided,
         however, that the final Dividend Period with respect to any share of
         Preferred Stock shall end on the date that such share of Preferred
         Stock is redeemed by the Corporation in accordance with the terms of
         this Designation of Rights.

                  "Dividend Rate" has the meaning specified in Section 3(a)
         hereof.

                  "ESOP" has the meaning assigned to such term in Section 7(b).

                  "Effective Date" means December 19, 2002, the effective date
         of the Plan.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, or any similar Federal statute, and the rules and regulations
         of the Securities and Exchange Commission thereunder, all as the same
         shall be in effect at the time. Reference to a

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         particular section of the Securities Exchange Act of 1934, as amended,
         shall include reference to the comparable section, if any, of any such
         similar Federal statute.

                  The term "`ex' date," when used with respect to any
         distribution, shall mean the first date on which the security trades
         regular way on such exchange or in such market without the right to
         receive such distribution.

                  "Fully-Diluted Basis" means the number of shares of Common
         Stock that would be issued and outstanding assuming, for such purposes,
         the full conversion or exchange into Common Stock of all securities and
         other instruments convertible or exchangeable into Common Stock without
         payment of any further consideration, whether or not such securities or
         other instruments are then convertible in accordance with their terms
         but excluding the exercise of all options, warrants and rights
         exercisable into Common Stock requiring payment of any consideration
         upon such exercise.

                  "Independent Financial Expert" means any Financial Expert
         selected by the Corporation that either (i) is reasonably acceptable to
         the holders of a majority of the outstanding shares of Preferred Stock
         or (ii) is a firm (x) which does not (and whose directors, officers,
         employees and affiliates, to the knowledge of the Corporation, do not)
         have a material direct or indirect financial interest in the
         Corporation or any of its Affiliates (other than by virtue of
         compensation paid for advice or opinions referred to in the exception
         to clause (z)), as determined by the Board of Directors of the
         Corporation in its reasonable good faith judgment, (y) which has not
         been, within the last two years, and, at the time it is called upon to
         give independent financial advice to the Corporation or any of its
         Affiliates, is not (and none of whose directors, officers, employees or
         affiliates, to the knowledge of the Corporation, is) a promoter,
         director or officer of the Corporation or any of its Affiliates or an
         underwriter with respect to any of the securities of the Corporation or
         any of its Affiliates and (z) which does not provide any advice or
         opinions to the Corporation or Affiliates except as an independent
         financial expert in connection with this Designations of Rights or any
         warrant agreement executed pursuant to the Plan.

                  "Initial Common Stock" has the meaning assigned to such term
         in Section 6(c).

                  "Initial Equity Value" has the meaning assigned to such term
         in Section 6(c).

                  "Issue Date" means, (i) with respect to any share of Preferred
         Stock other than an Additional Share, the actual original date of
         issuance of such share, and (ii) with respect to any Additional Share,
         the Dividend Payment Date on which such Additional Share was issued.

                  "Junior Stock" means the Common Stock and any other Capital
         Stock ranking junior to the Preferred Stock with respect to payments of
         dividends or with respect to distributions of assets, including any
         distribution of assets upon Liquidation.

                  "Liquidation" means any dissolution, liquidation (complete or
         partial) or winding up of the Corporation, whether voluntary or
         involuntary.

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                  "Liquidation Payment" has the meaning specified in Section
         5(a) hereof.

                  "Liquidation Value" means, with respect to any share of
         Preferred Stock, $13,793.11.

                  The term "market price" means, with respect to any security
         for any trading day, (A) in the case of a security listed or admitted
         to trading on any national securities exchange, the closing sales
         price, regular way, on such day, or if no sale takes place on such day,
         the average of the closing bid and asked prices on such day on the
         principal national securities exchange on which such security is listed
         or admitted, (B) in the case of a security not then listed or admitted
         to trading on any national securities exchange, the last reported sales
         price on such day, or if no sale takes place on such day, the average
         of the closing bid and asked prices on such day, as reported by a
         reputable quotation source designated by the Corporation, or (C) in the
         case of a security not then listed or admitted to trading on any
         national securities exchange and as to which no such reported sales
         price or bid and asked prices are available, the average of the
         reported high bid and low asked prices on such day, as reported by a
         reputable quotation service, or a newspaper of general circulation in
         the Borough of Manhattan, City and State of New York customarily
         published on each Business Day, designated by the Corporation, or, if
         there shall be no bid and asked prices on such day, the average of the
         high bid and low asked prices, as so reported, on the most recent day
         (not more than 30 days prior to the date in question) for which prices
         have been so reported.

                  "Notice Period" has the meaning assigned to such term in
         Section 6(a)(iii).

                  "Obligations" has the meaning assigned to such term in the
         Senior Indenture.

                  "Original Equity Securities" has the meaning assigned to such
         term in Section 6(c).

                  "Parity Stock" means any Capital Stock ranking on a parity
         with the Preferred Stock with respect to payments of dividends or with
         respect to distributions of assets, including any distribution of
         assets upon Liquidation.

                  "Permitted Transferee" means RAM, any Affiliate of RAM, and
         any fund or account managed by RAM or any Affiliate of RAM.

                  "Person" means any individual, limited liability company,
         corporation, partnership, joint venture, association, joint-stock
         company, trust, unincorporated organization, governmental authority or
         other entity or enterprise

                  "Plan" means the Amended Plan of Reorganization of the
         Corporation confirmed by order of the United States Bankruptcy Court
         for the Southern District of Texas, Houston Division entered on
         November 21, 2002.

                  "Preferred Stock" has the meaning specified in Section 1
         hereof, such term to include any Additional Shares issued pursuant to
         Section 3(a).

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                  "Prior Stock" means any Capital Stock ranking prior to the
         Preferred Stock with respect to payments of dividends or with respect
         to distributions of assets, including distribution of assets upon
         Liquidation.

                  "Qualifying Holder" and "Qualifying Holders" have the meaning
         assigned to such terms in Section 8(b).

                  "RAM" means, collectively, Resurgence Asset Management,
         L.L.C., a Delaware limited liability company, together with its or its
         Affiliates' managed funds and accounts.

                  "Record Date" means, with respect to any Dividend Period, the
         date which is 15 days prior to the last day of such Dividend Period.

                  "Redemption Date" has the meaning assigned to such term in
         Section 6(b).

                  "Redemption Notice" has the meaning assigned to such term in
         Section 6(b).

                  "Redemption Price" has the meaning assigned to such term in
         Section 6(c).

                  "Senior Secured Notes Indenture" means that certain Indenture,
         dated as of the Effective Date, relating to the Company's Senior
         Secured Notes due 2007, between the Company and National City Bank, as
         trustee.

                  "Special Dividend" shall mean any payment by the Corporation
         to all holders of its Common Stock of any dividend, or any other
         distribution by the Corporation to such holders, of any shares of
         capital stock of the Corporation, evidences of indebtedness of the
         Corporation, cash or other assets (including rights, warrants,
         convertible securities or other securities (of the Corporation or any
         other Person)), other than any dividend or distribution (i) upon a
         capital reorganization, reclassification, merger or consolidation to
         which Section 4(d) applies, (ii) of any Common Stock referred to in
         Section 4(c)(i), (iii) pursuant to the Plan or (iv) which is paid in
         cash out of the retained earnings of the Corporation for the current or
         previous fiscal year.

                  "Trading Day" has the meaning assigned to such term in Section
         6(c).

                  "Trading Period" has the meaning assigned to such term in
         Section 6(b).

                  "Voting Right Termination Date" has the meaning assigned to
         such term in Section 8(b)(vi).

                  Section 3. Dividends. (a) So long as any shares of Preferred
Stock shall be outstanding, dividends with respect to each share of Preferred
Stock shall be cumulative (whether or not earned) and shall accrue (whether or
not declared) at the Dividend Rate from the Issue Date of such share until such
share is redeemed or converted in accordance with this Designation of Rights.
Each holder of record of each share of Preferred Stock on the Record

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Date for any Dividend Period shall be entitled to receive on the relevant
Dividend Payment Date, when and as declared by the Board, out of funds legally
available for the payment of dividends, dividends on such share, payable in
additional shares of Preferred Stock ("Additional Shares"), at a rate per
quarter (the "Dividend Rate") equal to 4% of the Liquidation Value and no more;
provided, however, that in the event that any share of Preferred Stock shall
have an Issue Date other than on the first day of any Dividend Period, the
Dividend Rate with respect to such share during the Dividend Period in which
such Issue Date occurs shall be calculated for the period commencing with the
Issue Date to and including the last day of such Dividend Period. The
Corporation shall, with respect to any outstanding share of Preferred Stock in
respect of which a dividend is payable under this Designation of Rights, pay
such dividend in that number of Additional Shares (including any fractions
thereof) equal to (i) the amount of such dividend thereof divided by (ii)
$13,793.11.

                  (b)      In the event that, as of the last day of any Dividend
Period, there shall exist any accrued but unpaid dividends (whether or not
declared) on any share of Preferred Stock with respect to any prior Dividend
Periods, the holder of record of such share of Preferred Stock shall also be
entitled to receive on the related Dividend Payment Date, when and as declared
by the Board, out of funds legally available for the payment of dividends,
dividends payable in Additional Shares in an amount equal to the amount of
dividends which the holder of such share of Preferred Stock would have been
entitled to receive if the Corporation had issued to such holder, on the date
that each such accrued but unpaid dividend became payable, that number of
additional shares of Preferred Stock (including any fractions thereof) equal to
(i) the amount of such accrued but unpaid dividends divided by (ii) $13,793.11.
Dividends payable under this Section 3(b) on any Dividend Payment Date may be
paid prior to such Dividend Payment Date.

                  (c)      The amount of dividends accrued on any share of
Preferred Stock at the end of any Dividend Period shall be the amount of any
unpaid dividends accrued thereon to and including the last day of such Dividend
Period, whether or not declared. The amount of dividends accrued on any share of
Preferred Stock at any date other than the last day of any Dividend Period shall
be the sum of (i) the amount of any unpaid dividends accrued thereon (including
any additional dividends accrued pursuant to Section 3(b) above) to and
including the last day of the immediately preceding Dividend Period, whether or
not declared, plus (ii) an amount calculated for the period commencing with the
first day of such Dividend Period to and including the date of calculation,
based upon the actual number of days elapsed in such Dividend Period. For
purposes of this Section 3(c), dividends shall be deemed to accrue daily.

                  (d)      To the extent that the amount of any dividend paid on
the Preferred Stock for any Dividend Period shall be less than the total amount
of dividends due and payable with respect to such Dividend Period as provided in
Section 3(a) and 3(b) above, such amounts shall be paid pro rata to each record
holder of shares of Preferred Stock in the proportion that the total number of
shares of Preferred Stock owned by such record holder bears to the total number
of shares of Preferred Stock then outstanding.

                  Section 4. Conversion. (a) Subject to and upon compliance with
the provisions of this Section 4, the holders of the Preferred Stock shall be
entitled, at their option, at any time to convert all or any whole number of
such shares of Preferred Stock into a number of fully paid

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and non-assessable shares (calculated as to each conversion to the nearest
1/100,000th of a share) of Common Stock. Each share of Preferred Stock shall be
convertible into a number of shares of Common Stock equal to 1,000 divided by
the Conversion Factor in effect at the close of business on the Conversion Date.
Upon any conversion of any shares of Preferred Stock, the Corporation shall pay
the holder thereof (or, in the case of any shares surrendered for conversion
during the period after any Record Date for the payment of any dividend on the
shares of Preferred Stock and before the date of payment of such dividend, the
holder thereof as of such Record Date) all accrued and unpaid dividends owing in
respect of such shares so converted.

                  (b)      Conversion Factor. The conversion factor (the
"Conversion Factor") shall initially be 1.0, subject to adjustment from time to
time in accordance with Sections 4(c), (d) or (e).

                  (c)      Adjustments to Conversion Rate. The Conversion Rate
shall be subject to adjustment from time to time as follows:

                  (i)      Upon Stock Dividends, Subdivisions or Splits. If, at
         any time after the Effective Date, the number of shares of Common Stock
         outstanding is increased by a stock dividend or distribution on the
         outstanding shares of Common Stock payable in shares of Common Stock or
         by a subdivision or split-up of shares of Common Stock, other than, in
         any such case, upon a capital reorganization, reclassification,
         consolidation or merger to which Section 4(d) applies, then, following
         the record date for the determination of the holders of Common Stock
         entitled to receive such stock dividend, or to be affected by such
         subdivision or split-up, the Conversion Factor shall be decreased so
         that the number of shares of Common Stock issuable on conversion of
         Preferred Stock shall be increased in proportion to such increase in
         outstanding shares. The adjustment made pursuant to this clause (i)
         shall become effective (x) in the case of any such dividend or
         distribution, immediately after the close of business on the record
         date for the determination of holders of shares of Common Stock
         entitled to receive such dividend or distribution or (y) in the case of
         such subdivision or split-up, at the close of business on the day upon
         which such corporate action becomes effective.

                  (ii)     Upon Combinations. If, at any time after the
         Effective Date, the number of shares of Common Stock outstanding is
         decreased by a combination or reverse split of the outstanding shares
         of Common Stock into a smaller number of shares of Common Stock, other
         than, in any such case, upon a capital reorganization,
         reclassification, consolidation or merger to which Section 4(d)
         applies, then the Conversion Factor in effect immediately prior to the
         date of such combination or reverse split shall be increased so that
         the number of shares of Common Stock issuable on conversion of each
         share of Preferred Stock shall be decreased in proportion to such
         decrease in outstanding shares. The adjustment made pursuant to this
         clause (ii) shall become effective at the close of business on the day
         upon which such combination or reverse split becomes effective.

                  (iii)    For purposes of this Section 4(c), the number of
         shares of Common Stock at any time outstanding shall not include any
         shares of Common Stock then owned or held by or for the account of the
         Corporation.

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                  (d)      Convertibility upon Reclassifications,
Reorganizations, Consolidations or Mergers. In the event of any capital
reorganization of the Corporation, any reclassification of the stock of the
Corporation (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination or reverse split of shares), or any
consolidation or merger of the Corporation with or into another corporation
(where the Corporation is not the surviving corporation or where there is a
change in or distribution with respect to the Common Stock), each share of
Preferred Stock, effective at the close of business on the date such
reorganization, reclassification, consolidation, or merger shall become
effective, shall thereafter be convertible into the kind and number of shares of
stock or other securities or property (including cash) receivable upon the
consummation of such reorganization, reclassification, consolidation or merger
by a holder of the number of shares of Common Stock deliverable (immediately
prior to the time of such reorganization, reclassification, consolidation or
merger) upon conversion of such Preferred Stock and otherwise shall have the
same terms and condition applicable immediately prior to such time of such
reorganization, reclassification, consolidation or merger. The provisions of
this Section 4(d) shall similarly apply to successive reorganizations,
reclassifications, consolidations, or mergers. The Corporation shall not effect
any such reorganization, reclassification, consolidation or merger unless, prior
to the consummation thereof, the successor corporation (if other than the
Corporation) resulting from such reorganization, reclassification,
consolidation, or merger shall assume, by written instrument, the obligation to
deliver to the holders of the Preferred Stock such shares of stock, securities
or property, which, in accordance with the foregoing provisions, such holders
shall be entitled to receive upon such conversion.

                  (e)      Certain Other Dividends and Distributions. In case at
any time or from time to time after the Effective Date the Corporation shall
effect a Special Dividend (other than a dividend or distribution upon a capital
reorganization, reclassification, consolidation or merger to which Section 4(d)
applies), then, and in each such case, effective immediately prior to the
opening of business on the day after the date for the determination of the
holders of Common Stock entitled to receive such distribution, the Conversion
Factor shall be adjusted to that number determined by dividing the Conversion
Factor in effect immediately prior to the close of business on such date of
determination by a fraction, (i) the numerator of which shall be the Current
Market Value per share of Common Stock on such date for determination and (ii)
the denominator of which shall be such Current Market Value per share of Common
Stock minus the portion applicable to one share of Common Stock of the fair
market value (as determined in good faith by the Board of Directors of the
Corporation) of such securities, cash or other assets so distributed.

                  (f)      Deferral in Certain Circumstances. If the Corporation
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution, and shall thereafter, and
before the distribution to stockholders thereof, legally abandon its plan to pay
or deliver such dividend or distribution, then thereafter no adjustment in the
number of shares of Common Stock issuable upon exercise of the right of
conversion granted by this Section 4 or in the Conversion Factor then in effect
shall be required by reason of the taking of such record and, as to any shares
of Preferred Stock that remain outstanding, any adjustment previously made in
respect thereof shall be rescinded and annulled. In any case in

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which the provisions of this Section 4 shall require that an adjustment to the
Conversion Rate shall become effective immediately after a record date of an
event, the Corporation may defer, until the occurrence of such event, issuing to
the holder of any Preferred Stock converted after such record date and before
the occurrence of such event the shares of capital stock issuable upon such
conversion by reason of the adjustment required by such event and issuing to
such holder only the shares of capital stock issuable upon such conversion
before giving effect to such adjustments, and paying to such holder any amount
in cash in lieu of any fractional shares of capital stock pursuant to Section
4(n); provided, however, that the Corporation shall deliver to such holder an
appropriate instrument or due bill evidencing such holder's right to receive
such additional shares and such cash on the date of the occurrence of such
event.

                  (g)      Exercise of Conversion Privilege.

                  (i)      In order to convert shares of Preferred Stock, a
         holder must (A) notify the Corporation in writing that such holder
         elects to convert Preferred Stock and the number of shares such holder
         wishes to convert and (B) surrender the certificate or certificates
         evidencing such holder's Preferred Stock to be converted, duly endorsed
         in a form reasonably satisfactory to the Corporation, at the office of
         the Corporation. Such notice referred to in clause (A) above shall be
         delivered substantially in the following form:

                      "NOTICE TO EXERCISE CONVERSION RIGHT

                                    The undersigned, being a holder of the
                  Series A Convertible Preferred Stock of Sterling Chemicals,
                  Inc. (the "Preferred Stock"), irrevocably exercises the right
                  to convert ____________ outstanding shares of Preferred Stock
                  on _______________ ___, ______ into shares of Common Stock of
                  Sterling Chemicals, Inc., in accordance with the terms of the
                  shares of Preferred Stock, and directs that the shares
                  issuable and deliverable upon the conversion be issued and
                  delivered in the denominations indicated below to the
                  registered holder hereof unless a different name has been
                  indicated below.

                  Dated:____________________

                  Fill in for registration of
                  shares of Common Stock
                  if to be issued other than
                  to the registered holder:

                  ______________________________
                  Name

                  ______________________________
                  Address

                                                 _______________________________
                  Please print name and                   (Signature)
                  address, including postal
                  code number

                  Denominations:________________"

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                  (ii)     Preferred Stock shall be deemed to have been
         converted immediately prior to the close of business on the day (the
         "Conversion Date") of receipt by the Corporation of notice of
         conversion in accordance with the foregoing provisions, and at such
         time the rights of the holder of such shares of Preferred Stock as
         holder shall cease, and the Person or Persons entitled to receive the
         Common Stock issuable upon conversion shall be treated for all purposes
         as the record holder or holders of such Common Stock as and after such
         time. As promptly as practicable on or after the Conversion Date, the
         Corporation shall issue and shall deliver at any office or agency of
         the Corporation maintained for the surrender of Preferred Stock a
         certificate or certificates for the number of full shares of Common
         Stock issuable upon conversion.

                  (iii)    In the case of any certificate evidencing shares of
         Preferred Stock which is converted in part only, upon such conversion
         the Corporation shall execute and deliver a new certificate
         representing an aggregate number of shares of Preferred Stock equal to
         the unconverted portion of such certificate.

                  (h)      Taxes. The Corporation shall pay all expenses in
connection with, and all taxes and other governmental charges (other than income
taxes) that may be imposed with respect to, the issuance or delivery of any
share of Common Stock issuable upon the conversion of Preferred Stock, unless
such tax or charge is imposed by law upon a holder thereof, in which case such
taxes or charges shall be paid by such holder. The Corporation shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issuance of any certificate evidencing shares of Common
Stock or other securities or property issuable upon conversion of Preferred
Stock in any name other than that of the holder thereof, and in such case the
Corporation shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been established to the
reasonable satisfaction of the Corporation that no such tax or other charge is
due.

                  (i)      Reservation. The Corporation shall at all times
reserve, and keep available for issuance upon the conversion of the Preferred
Stock, such number of its authorized but unissued shares of Common Stock as will
from time to time be sufficient to permit the conversion in full of all
outstanding shares of Preferred Stock, and shall take all action required to
increase the authorized number of shares of Common Stock if necessary to permit
the issuance of Additional Shares, when and as necessary, and to permit the
conversion of all outstanding shares of Preferred Stock.

                  (j)      De Minimis Adjustments. No adjustment in the number
of shares of Common Stock issuable upon conversion of any shares of Preferred
Stock shall be required unless such adjustment would require an increase or
decrease of at least one percent in the number of shares of Common Stock
issuable upon conversion of such shares of Preferred Stock; provided, however,
that any adjustments which are not required to be made by reason of this Section
4(j) shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 4(j) shall be made to the
nearest 1/100,000th of a share.

                  (k)      Determination of Current Market Value and Related
Deliveries. If at any time the Current Market Value of any security is required
to be calculated pursuant to the terms of this

                                      A-xi
<PAGE>

Designation of Rights, the determination of such Current Market Value, if
calculated in accordance with the terms of this Designation of Rights, absent
manifest error, shall be conclusive and binding on all Persons. If at any time
the Current Market Value of any security is required to be calculated pursuant
to the terms of this Designation of Rights, and such Current Market Value is
determined as if such security is not registered under the Exchange Act, the
Corporation shall, upon request of any holder of shares of Preferred Stock,
deliver to such holder a report of an Independent Financial Expert specifying
the amount of such Current Market Value as determined by such Independent
Financial Expert of the Corporation and containing a brief description on the
factors on which such determination was based.

                  (l)      Notice of Adjustment. Whenever the number of shares
of Common Stock or other stock or property issuable upon the conversion of
shares of Preferred Stock is required to be adjusted pursuant to Section 4, the
Corporation shall deliver to each holder of shares of Preferred Stock a
certificate setting forth (i) the number of shares of Common Stock or other
stock or property issuable upon conversion of each share of Preferred Stock
after such adjustment, (ii) a brief statement of the facts requiring such
adjustment and (iii) the computation by which such adjustment was made. Such
certificate shall be conclusive evidence of the correctness of such adjustment
absent manifest error.

                  (m)      Notice of Consolidation, Merger or Sale of
Substantially All Assets, Etc. In the event that, at any time after the date
hereof, (i) the Corporation shall consolidate with, merge with or into or sell,
transfer or otherwise dispose of all or substantially all of its properties,
assets or business (except a merger in which the Corporation is the surviving
corporation and the holders of Common Stock (or other securities or property
purchasable upon conversion of shares of Preferred Stock) receive no
consideration in respect of their shares) or (ii) the Corporation shall
dissolve, liquidate or wind-up its operations, then in any one or more of such
cases, the Corporation shall cause to be mailed to the each holder of shares of
Preferred Stock, at the earliest practicable time (and, in any event, not less
than 20 calendar days before any date set for definitive action), notice of the
date on which such consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also set
forth such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the kind and amount of shares
of Common Stock and other securities, money and other property deliverable upon
conversion of shares of Preferred Stock. Such notice shall also specify the date
as of which the holders of record of shares of Common Stock or other securities
or property issuable upon conversion of shares of Preferred Stock shall be
entitled to exchange their shares for securities, money or other property
deliverable upon such consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.

                  (n)      Fractional Interests. Notwithstanding anything to the
contrary contained in this Designation of Rights, if the number of shares of
Common Stock issuable upon conversion of each share of Preferred Stock is
adjusted pursuant to the provisions of Section 4, the Corporation shall not be
required to issue any fraction of a share of Common Stock or to distribute a
certificate that evidences a fraction of a share of Common Stock up on any
subsequent conversion of shares of Preferred Stock. If certificates evidencing
more than one share of Preferred Stock shall be surrendered for exercise at the
same time by the same holder, the number of full shares of Common Stock which
shall be issuable upon such exercise thereof shall

                                      A-xii
<PAGE>

be computed on the basis of the aggregate number of shares of Preferred Stock so
surrendered. If any fraction of a share of Common Stock would, except for the
provisions of this Section 4(n), be issuable on the exercise of any share of
Preferred Stock (or specified portion thereof), in lieu of the issuance of such
fractional share, the Corporation shall pay the holder of such shares of
Preferred Stock an amount in cash equal to the then Current Market Value per
share of Common Stock multiplied by such fraction (computed to the nearest whole
cent). The holders of shares of Preferred Stock, by their acceptance thereof,
expressly waive their right to receive any fraction of a share of Common Stock
or a stock certificate representing a fraction of a share of Common Stock
instead of such cash.

                  (o)      Concerning All Adjustments. Notwithstanding anything
to the contrary contained in this Designation of Rights, if an adjustment is
made under any provision of Section 4 on account of any event, transaction,
circumstance, condition or happening, no additional adjustment shall be made
under any other provision of Section 4 on account of such event, transaction,
circumstance, condition or happening. Unless otherwise expressly provided in
this Section 4, all determinations and calculations required or permitted under
this Section 4 shall be made by the Corporation or its Board of Directors, as
appropriate, and all such calculations and determinations shall be conclusive
and binding in the absence of manifest error.

                  Section 5. Liquidation. (a) Each share of Preferred Stock
shall be preferred over the shares of Junior Stock so that, in the event of any
Liquidation, each holder of Preferred Stock shall be entitled to receive out of
the assets of the Corporation available for distribution to its stockholders
(whether from capital, surplus or earnings), in preference to the holders of and
before any payment, distribution or declaration is made to, or setting apart for
payment or distribution is effected on behalf of, the holders of shares of
Junior Stock upon such Liquidation, an amount in cash equal to (i) the
Liquidation Value to the date of final distribution multiplied by (ii) the
number of outstanding shares of Preferred Stock owned by such holder (including
any Additional Shares issued pursuant to Section 3(a) hereof and any additional
dividends accrued pursuant to Section 3(b) hereof) (such amounts with respect to
all shares of Preferred Stock, in the aggregate, the "Liquidation Payment") plus
accrued and unpaid dividends thereon and no more. If, upon any Liquidation, the
assets (or proceeds thereof) distributable among the holders of Preferred Stock
are insufficient to pay the Liquidation Payment in full, then such assets (or
the proceeds thereof) shall be distributable among such holders ratably in
accordance with the respective amounts which would be payable on such shares if
all amounts payable thereon were payable in full. If the Liquidation Payment
which the holders of shares of Preferred Stock are entitled to receive in
connection with a Liquidation is less than the amount such holders would receive
had all shares of Preferred Stock been converted to Common Stock, then the
holders of Preferred Stock will receive the same cash or property paid in
connection with such Liquidation that they would have received had all shares of
Preferred Stock been converted into shares of Common Stock immediately prior to
Liquidation.

                  (b)      For the purposes of this Section 5, neither any
merger or consolidation involving the Corporation nor any sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation shall be deemed to be a Liquidation, unless such sale, conveyance,
exchange or

                                     A-xiii
<PAGE>

transfer shall be in connection with a plan of liquidation, dissolution or
winding up of the Corporation.

                  (c)      After the payment in cash to the holders of Preferred
Stock of the full amount of the Liquidation Payment with respect to all
outstanding shares of Preferred Stock, the holders of outstanding shares of
Preferred Stock shall have no right or claim, based solely on their ownership of
shares of Preferred Stock, to any of the remaining assets of the Corporation.

                  Section 6. Redemption of Shares of Preferred Stock.

                  (a)      Redemption Upon Change of Control.

                  (i)      Any holder of outstanding Preferred Stock (as
         exercised pursuant to Section 6(b) below) may require the Company, in
         connection with any Change of Control, to redeem all or any portion of
         the shares of Preferred Stock held by such holder, at a redemption
         price equal to the greater of (A) either (x) if such Change of Control
         is a merger or consolidation the fair market value (at the time of the
         consummation of such merger or consolidation), as determined by an
         Independent Financial Expert, of the securities or other property
         receivable upon such merger or consolidation in respect of the shares
         of Common Stock into which the shares of Preferred Stock to be redeemed
         are convertible immediately prior to consummation of such Change of
         Control or (y) otherwise, the Current Market Value of the Common Stock
         into which the shares of Preferred Stock to be redeemed are convertible
         immediately prior to the consummation of the Change of Control plus the
         accrued and unpaid dividends thereon and (B) the aggregate Liquidation
         Value of the shares of Preferred Stock to be redeemed plus the accrued
         and unpaid dividends thereon.

                  (ii)     The foregoing Section 6(a)(i) notwithstanding, no
         shares of Preferred Stock shall be redeemed by the Company nor shall
         any holder of Preferred Stock have the right to cause any such
         redemption prior to (x) the payment in full of the "Change of Control
         Payment" for payment of all Senior Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer, if any, due and
         payable as a result of a Change of Control under the Senior Indenture
         and (y) consummation of the purchase of Senior Notes by the Company
         validly tendered therefor, if any, pursuant to Sections 4.11 or 4.16
         under the Senior Indenture. For purposes of this Section 6(a)(ii),
         "Change of Control Payment" and "Change of Control Offer" shall have
         the meanings assigned to such terms in the Senior Indenture.

                  (iii)    The Company will give written notice of any Change of
         Control, stating the substance and intended date of consummation
         thereof, not more than 60 Business Days nor less than 20 Business Days
         prior to the date of consummation thereof, to each holder of Preferred
         Stock. The holders of the Preferred Stock shall have 15 Business Days
         (the "Notice Period") from the date of the receipt of such notice to
         demand (by written notice mailed to the Company) redemption of all or
         any portion of the shares of Preferred Stock held by such holder.

                                      A-xiv
<PAGE>

                  (b)      Additional Redemption Rights.

                  (i)      The Corporation shall have the right to redeem all
         (but not less than all) of the shares of Preferred Stock (except, prior
         to the Voting Right Termination Date, for a single share of Preferred
         Stock) at any time on or after the third anniversary of the Effective
         Date upon not more than 60 nor less than 30 days' notice (a "Redemption
         Notice"), at a price per share of Preferred Stock in cash equal to the
         Redemption Price on the date fixed for redemption in such notice (the
         "Redemption Date"), if (but only if) both:

                  (x)      on each Trading Day during the period of 60 calendar
                           days ending on the date the Redemption Notice is
                           given (or such longer period as may be required
                           pursuant to the following sentence, the "Trading
                           Period"), the Current Equity Value is greater than
                           the Applicable Redemption Value on each such Trading
                           Day; and

                  (y)      on each Trading Day during the period between the
                           date the Redemption Notice is given and the
                           Redemption Date, there is a reported sales price
                           available for the Original Equity Securities (if the
                           Preferred Stock is then convertible into equity
                           securities) and the Current Equity Value is greater
                           than the Applicable Redemption Value on such Trading
                           Day.

         The Trading Period shall be extended by each Trading Day on which there
         is no reported sales price available for the Original Equity Securities
         (if the Preferred Stock is then convertible into securities).

                  (ii)     The giving of a Redemption Notice shall not affect
         the right of holders of shares of Preferred Stock to convert such
         shares pursuant to Section 4(a) at any time prior to the Redemption
         Date.

                  (iii)    A Redemption Notice, once given, shall be irrevocable
         (unless the condition for redemption pursuant to this Section 6(b) set
         forth in clause (y) of the first sentence of Section 6(b)(i) is not
         satisfied).

                  (iv)     If the Corporation shall have redeemed all but a
         single share of Preferred Stock prior to the Voting Right Termination
         Date, the Corporation shall redeem such single remaining share no later
         than 30 days after the Voting Right Termination Date in cash at 150% of
         the Redemption Price per share previously paid for the other shares of
         Preferred Stock plus accrued and unpaid dividends on such share to the
         Redemption Date; provided, however, that the holder of such single
         remaining share of Preferred Stock may, prior to the date set for such
         redemption, convert such share in accordance with Section 4 hereof.

                  (c)      For purposes of Section 6(b), the following terms
shall have the meanings set forth below:

                                      A-xv
<PAGE>

                  "Applicable Equity Value" means, as to any date:

                           (i)      the product of (A) the Applicable Percentage
                  on such date and (B) the Initial Equity Value, less

                           (ii)     the aggregate fair market value (as
                  determined by an Independent Financial Expert) of all
                  securities or property (including cash but excluding equity
                  securities) (A) paid as dividends or distributions on or
                  received upon a reclassification, reorganization, merger or
                  consolidation in exchange for or otherwise with respect to, or
                  paid for repurchase of, Original Equity Securities or (B)
                  delivered upon conversion of shares of Preferred Stock, in any
                  such case after the Effective Date and prior to such date of
                  determination.

                  "Applicable Percentage" means:

                           (i)      with respect to any date on or after the
                  third, and prior to the sixth, anniversary of the Effective
                  Date, 200%;

                           (ii)     with respect to any date on or after the
                  sixth, and prior to the seventh, anniversary of the Effective
                  Date, 250%; or

                           (iii)    with respect to any date on or after the
                  seventh anniversary of the Effective Date, 300%.

                  "Applicable Redemption Value" means, as to any date, the
         greater of:

                           (i)      the Applicable Equity Value for such date;
                  and

                           (ii)     the aggregate Liquidation Payment for all
                  shares of Preferred Stock then outstanding, plus accrued and
                  unpaid dividends thereon calculated as of such date.

                  Current Equity Value" means the aggregate equity value of the
         Company allocable to Original Equity Securities as of any date of
         determination calculated as the sum of:

                           (i)      the product of (x) (A) in the event Original
                  Equity Securities are listed or admitted to trading on any
                  national securities exchange, the closing sales price, regular
                  way, for such securities on such day or (B) in the event
                  Original Equity Securities are not then listed or admitted to
                  trading on any national securities exchange, the last reported
                  sales price as of the close of business on such day as
                  reported by a reputable quotation source designated by the
                  Corporation and (y) the number of shares of Original Equity
                  Securities outstanding on such date, plus

                           (ii)     the aggregate fair market value (as
                  determined by an Independent Financial Expert) of any
                  securities or property (including cash but excluding equity
                  securities) issuable upon conversion of any shares of
                  Preferred Stock outstanding on such date as a result of a
                  transaction to which Section 4(d) applies.

                                      A-xvi
<PAGE>

                  "Original Equity Securities" means, as of any date of
         determination:

                           (i)      the shares of Common Stock issued on the
                  Effective Date that remain outstanding on such date;

                           (ii)     shares of Common Stock or other equity
                  securities issued after the Effective Date and on or prior to
                  such date as a result of any conversion of Preferred Stock
                  that remain outstanding on such date;

                           (iii)    shares of Common Stock or other equity
                  securities issuable on such date of determination upon the
                  conversion of all Preferred Stock then outstanding (including
                  such shares or other equity securities issuable upon the
                  conversion of any dividends paid, or accrued but unpaid, on
                  shares of Preferred Stock as of such date of determination);
                  and

                           (iv)     any equity securities issued after the
                  Effective Date and on or prior to such date with respect to
                  Original Equity Securities by way of a dividend paid in the
                  form of equity securities or stock split or in connection with
                  a combination, reorganization or reclassification of shares or
                  upon a merger or consolidation that remain outstanding on such
                  date.

                  "Initial Equity Value" means $240,725,155

                  "Redemption Price" means, as to any date, a price per share of
         Preferred Stock equal to the greater of:

                           (i)      the sum of:

                                    (1)  the product of:

                                        (A)  the quotient of:

                                             (x)   (1) the Applicable Equity
                                                   Value on such date less (2)
                                                   the fair market value (as
                                                   determined by an Independent
                                                   Financial Expert) of any
                                                   securities or property
                                                   (including cash but excluding
                                                   equity securities) issuable
                                                   upon conversion of any then
                                                   outstanding shares of
                                                   Preferred Stock as a result
                                                   of a transaction to which
                                                   Section 4(d) applies, divided
                                                   by

                                             (y)   the number of shares of
                                                   Original Equity Securities,
                                                   multiplied by

                                        (B)  the number of shares of Original
                                             Equity Securities into which one
                                             share of Preferred Stock is then
                                             convertible (including the

                                     A-xvii
<PAGE>

                                             number of shares of Original Equity
                                             Securities issuable upon the
                                             conversion of any accrued but
                                             unpaid dividends thereon) plus

                                    (2)  the fair market value (as determined by
                                         an Independent Financial Expert) of any
                                         securities or property (including cash
                                         but excluding equity securities)
                                         issuable upon conversion of such share
                                         of Preferred Stock as a result of a
                                         transaction to which Section 4(d)
                                         applies, and

                           (ii)     the Liquidation Value plus accrued and
                  unpaid dividends on such share of Preferred Stock to the
                  Redemption Date.

         As a result of the inclusion of accrued and unpaid dividends in the
         computation pursuant to clause (i)(1)(B), the Redemption Price
         determined pursuant to clause (i) above shall not otherwise include any
         payment of accrued or unpaid dividends on shares of Preferred Stock
         being redeemed.

                  "Trading Day" shall mean each Monday, Tuesday, Wednesday,
         Thursday and Friday, other than any day on which securities are not
         traded on the applicable securities exchange or in the applicable
         securities market.

                  (d)      The following procedures shall be applicable in the
case of any redemptions pursuant to this Section 6(b):

                  (i)      Notice of the redemption of any shares of the
         Preferred Stock shall be mailed by first-class mail to each holder of
         record of such shares at the address for such holder shown on the
         Corporation's records, not less than 30 nor more than 60 days prior to
         the Redemption Date; provided, however, that neither the failure to
         mail any such notice nor any defects contained in any such notice shall
         affect the validity of the proceedings for the redemption of any of the
         shares to be redeemed. Upon making any such notice of redemption, the
         Corporation shall become obligated to redeem at the time of redemption
         specified therein all shares of Preferred Stock (except, prior to the
         Voting Right Termination Date, for a single share of Preferred Stock)
         unless the condition for redemption pursuant to Section 6(b)(i) set
         forth in clause (y) of Section 6(b)(i) is not satisfied.

                  (ii)     If, on the redemption date specified in such notice,
         the funds necessary for such redemption shall have been irrevocably
         (subject to the next sentence) set aside by the Corporation, separate
         and apart from its other funds, in trust for the pro rata benefit of
         the holders of the Preferred Stock, then, notwithstanding that any
         certificates for shares of Preferred Stock shall not have been
         surrendered for cancellation, the shares represented thereby shall no
         longer be deemed outstanding, the right to receive dividends thereon
         shall cease to accrue from and after the Redemption Date so designated
         and all rights of holders of the shares of Preferred Stock shall
         forthwith, after such Redemption Date, cease and terminate, excepting
         only the right of the holders thereof to receive the Redemption Price

                                      A-xviii
<PAGE>

         therefor, without interest. Any moneys so set aside by the Corporation
         and unclaimed at the end of six years from the date designated for such
         redemption shall revert to the general funds of the Corporation, after
         which reversion the holders of such shares so called for redemption
         shall look only to the Corporation for payment of the Redemption Price.
         Any interest accrued on funds so deposited shall be paid to the
         Corporation from time to time.

                  (iii)    If, after the giving of such notice but before the
         Redemption Date specified therein, the Corporation shall irrevocably
         (subject to the next sentence) deposit with a bank or trust company in
         New York, New York having a capital and surplus of at least
         $25,000,000, in trust to be applied to the redemption of the Preferred
         Stock, the funds necessary for such redemption, then from and after the
         date of such deposit all rights of the holders of the Preferred Stock
         shall cease and terminate, excepting only the right to receive the
         Redemption Price therefor, without interest. In case the holders of
         shares of Preferred Stock shall not, within six years after the date
         fixed for redemption, claim the amount deposited with respect to the
         redemption thereof, any such bank or trust company shall, upon demand,
         pay over to the Corporation such unclaimed amounts and thereupon such
         bank or trust company shall be relieved of all responsibility in
         respect thereof to such holder and such holder shall look only to the
         Corporation for the payment of the Redemption Price. Any interest
         accrued on funds so deposited shall be paid to the Corporation from
         time to time.

                  Section 7. Certain Restrictions. (a) So long as any shares of
Preferred Stock remain outstanding, the Corporation shall not, directly or
indirectly:

                  (i)      redeem, purchase or otherwise acquire or retire for
         value any Parity Stock unless a proportionate number of shares of
         Preferred Stock, rounded to the nearest whole share, are redeemed,
         purchased or otherwise acquired or retired for value, ratably,
         according to the respective amounts which would have been payable on
         the Preferred Stock and such Parity Stock upon a Liquidation if all
         amounts payable thereon were paid in full;

                  (ii)     redeem, defease, purchase or otherwise acquire or
         retire for value (whether or not prior to scheduled maturity or
         scheduled sinking fund payment) any mandatory redemption, sinking fund
         or analogous obligation in respect of Parity Stock unless proportionate
         amounts shall be paid on account of all shares of the Preferred Stock,
         ratably, according to the respective amounts which would be payable on
         the Preferred Stock and such Parity Stock upon a Liquidation if all
         amounts payable thereon were paid in full;

                  (iii)    redeem, purchase or otherwise acquire or retire for
         value any Junior Stock or redeem, defease, purchase or otherwise
         acquire or retire for value (whether or not prior to scheduled maturity
         or scheduled sinking fund payment) any mandatory redemption, sinking
         fund or analogous obligation in respect of Junior Stock;

                  (iv)     reclassify (by merger, consolidation or otherwise)
         any Junior Stock as Prior Stock;

                                      A-xix
<PAGE>

                  (v)      merge into or consolidate with any entity where the
         surviving or continuing corporation will have any outstanding Prior
         Stock other than capital stock corresponding to shares of Prior Stock
         of the Corporation issued before any agreement for such merger or
         consolidation; or

                  (vi)     amend, alter or repeal by merger or otherwise any of
         the provisions of this Designation of Rights, the Certificate of
         Incorporation or the Bylaws of the Corporation so as in any such case
         to adversely affect the voting powers, designations, preferences and
         relative, participating, optional or other special rights, and
         qualifications, limitations or restrictions of the shares of Preferred
         Stock;

provided, however, that nothing contained in this Designation of Rights shall be
deemed or construed to prohibit or restrict the right or ability of the
Corporation to issue any Parity Stock or the ability of any employee stock
ownership plan of the Corporation or any of its Subsidiaries to purchase or
otherwise acquire any shares of Junior Stock or any loan or other extension of
credit by the Corporation or any of its Subsidiaries to any such employee stock
ownership plan.

                  (b)      Notwithstanding anything to the contrary contained in
this Section 7, the Corporation may, at any time and from time to time, directly
or indirectly, purchase shares of Junior Stock covered by any employee stock
ownership plan of the Corporation or any of its Subsidiaries (an "ESOP") to the
extent required by those provisions of the ESOP or to the extent required by
law.

                  Section 8. Voting. (a) Voting Generally. Subject to the
special voting rights relating to elections of directors as set forth in Section
8(b) hereof, the holder of each share of Preferred Stock shall have the right to
one vote for each share of Common Stock into which such share of Preferred Stock
is convertible on the record date for such vote, and with respect to such vote,
such holder will have full voting rights and powers equal to the voting rights
and powers of the holders of shares of Common Stock (except as specified in the
following sentence). The Preferred Stock will vote together with the Common
Stock as a single class on any matters presented to a vote of stockholders;
provided, however, the shares of Common Stock shall have the right to vote as
separate class on any amendment to the certificate of incorporation (including
pursuant to a merger or consolidation) which alters or changes the powers,
preferences or special rights of the shares of Common Stock so as to affect such
shares adversely.

                  (b)      Voting for Directors. For so long as both (x) at
least 10% of the total number of shares of Common Stock deemed to be issued and
outstanding on a Fully-Diluted Basis are Beneficially Owned by RAM and Permitted
Transferees thereof (each a "Qualifying Holder", collectively the "Qualifying
Holders") and (y) at least one share of Preferred Stock is Beneficially Owned by
a Qualifying Holder, the registered holders of the shares of Preferred Stock
shall have the right to elect such number of directors of the Corporation as is
set forth below:

                  (i)      For so long as the Qualifying Holders Beneficially
         Own any combination of Common Stock and Preferred Stock representing an
         aggregate of at least 35% of the total number of shares of Common Stock
         deemed to be issued and outstanding on a Fully-

                                      A-xx
<PAGE>

         Diluted Basis, the holders of Preferred Stock, voting as a class, shall
         be entitled to elect at least a majority of the total number of
         directors (provided, that, such number shall not include directors
         appointed or elected pursuant to or as described in Sections B. and C.
         of Article FIFTH of the Charter).

                  (ii)     For so long as the Qualifying Holders Beneficially
         Own any combination of Common Stock and Preferred Stock representing an
         aggregate of at least 25% but less than 35% of the total number of
         shares of Common Stock deemed to be issued and outstanding on a
         Fully-Diluted Basis, the holders of Preferred Stock, voting as a class,
         shall be entitled to elect 35% of the directors constituting the Board,
         rounded up to the next whole number (provided, that, such number shall
         not include directors appointed or elected pursuant to or in accordance
         with Sections B. and C. of Article FIFTH of the Charter).

                  (iii)    For so long as the Qualifying Holders Beneficially
         Own any combination of Common Stock and Preferred Stock representing at
         least 15% but less than 25% of the total number of shares of Common
         Stock deemed to be issued and outstanding on a Fully-Diluted Basis, the
         holders of Preferred Stock, voting as a class, shall be entitled to
         elect 25% of the directors constituting the Board, rounded up to the
         next whole number (provided, that, such number shall not include
         directors appointed or elected pursuant to or in accordance with
         Sections B. and C. of Article FIFTH of the Charter).

                  (iv)     For so long as the Qualifying Holders Beneficially
         Own any combination of Common Stock and Preferred Stock representing at
         least 10% but less than 15% of the total number of shares of Common
         Stock deemed to be issued and outstanding on a Fully-Diluted Basis, the
         holders of Preferred Stock, voting as a class, shall be entitled to
         elect 15% of the directors constituting the Board, rounded up to the
         next whole number (provided, that such number shall not include
         directors appointed or elected pursuant to, or in accordance with,
         Sections B. and C. of Article FIFTH of the Charter).

                  (v)      Prior to the Voting Right Termination Date the
         directors elected by holders of Preferred Stock pursuant to this
         Section may only be removed or replaced by vote of the majority of the
         Preferred Stock then outstanding or removed for Cause by the vote of a
         majority of the directors then in office (excluding directors so sought
         to be removed).

                  (vi)     Upon the first date, if any, after the Effective Date
         on which the Qualifying Holders cease to Beneficially Own any
         combination of Common Stock and Preferred Stock representing at least
         10% of the shares of Common Stock deemed to be issued and outstanding
         on a Fully-Diluted Basis (the "Voting Right Termination Date"), the
         voting rights of holders of Preferred Stock pursuant to this Section
         8(b) shall cease.

                  Section 9. Ranking. (a) All shares of Preferred Stock shall
rank senior, as to payments of dividends and as to distributions of assets
(including any distribution of assets upon any Liquidation), to all shares of
Junior Stock, whether presently outstanding or issued after the date hereof.

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                  (b)      All shares of Preferred Stock shall rank on a parity,
as to payments of dividends and as to distributions of assets (including any
distribution of assets upon any Liquidation), with all shares of Parity Stock
issued after the date hereof; provided, that nothing in this Designation of
Rights shall preclude the Corporation from establishing a class or series of
Parity Stock having voting rights different from, or inferior to, the voting
rights of the Preferred Stock or (subject to Section D of Article FOURTH of the
Charter) having no voting rights at all.

                  (c)      As of the date on which this Designation of Rights is
filed with the Secretary of State of the State of Delaware, (a) no shares of
Prior Stock or Parity Stock are outstanding and (b) no shares of Junior Stock
are outstanding other than shares of Common Stock.

                  Section 10. Non-Assessability. The shares of Preferred Stock,
when issued, shall be fully-paid and nonassessable.

                  Section 11. Preemptive Rights. The Preferred Stock is not
entitled to any preemptive rights or subscription rights in respect of any
Capital Stock.

                  Section 12. Registration Books, etc. The Corporation will
keep, or cause to be kept, at its principal office (or at the office of its
agent for such purpose) proper books in which the names and addresses of the
holders of shares of Preferred Stock issued by the Corporation shall be
registered and in which transfers of such shares may be registered. The
Corporation may treat the registered holder of any shares of Preferred Stock as
the absolute owner thereof for the purpose of receiving all dividends and
redemption payments thereon and for all other purposes, and the Corporation
shall not be affected by any notice or knowledge to the contrary.

                  Section 13. No Consent for Certain Actions. Anything herein to
the contrary notwithstanding, except to the extent that a vote of the holders of
Common Stock of the Corporation is required to take such action, no consent,
approval or vote of the holders of Preferred Stock shall be required for (a) the
creation of any indebtedness of any kind of the Corporation, (b) the creation of
any class of Junior Stock or Parity Stock, (c) the issuance of shares of Junior
Stock or Parity Stock or (d) any increase or decrease in the amount of
authorized Junior Stock or Parity Stock or any increase, decrease or change in
the par value thereof.

                  Section 14. No Reissuance of Preferred Stock. No Preferred
Stock acquired by the Corporation by reason of redemption, purchase, or
otherwise shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares which the Corporation shall be authorized to issue.

                  Section 15. Enforcement of Rights. Any registered holder of
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this of Designation of Rights or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

                  Section 16. Amendments and Waivers. The affirmative vote of
the holders of a majority of the Preferred Stock then outstanding, voting as a
class, in person or by proxy, at a

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special meeting of the holders of Preferred Stock called for the purpose, or
pursuant to a written consent of the holders of a majority of the shares of
Preferred Stock, shall be necessary to authorize, adopt or approve an amendment
to this Designation of Rights or the Restated Certificate of Incorporation of
the Corporation which would alter or change in any manner the terms, powers,
preferences or special rights of the shares of Preferred Stock or grant waivers
thereof, or which would otherwise adversely affect the rights of the holders of
the Preferred Stock; provided, however, that for so long as any Obligations
under the Senior Notes shall be outstanding, without the approval of the holders
of Senior Notes required generally under the Senior Indenture to waive or amend
a provision thereof, the Corporation shall not make any amendment to the
definition of "Change of Control" or to Section 6(a)(ii) which adversely affects
the rights of the holders of Senior Notes thereunder.

                  Section 17. Severability of Provisions. Whenever possible,
each provision hereof shall be interpreted in a manner as to be effective and
valid under applicable law, but if any provision hereof is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.

                  Section 18. Notices. Any notice required to be given hereunder
shall be sufficient if in writing, sent by courier service (with proof of
service), hand delivery or certified or registered mail (return receipt
requested and first-class postage prepaid), and addressed (a) if to any record
holder of shares of Preferred Stock, to the address of such record holder as
reflected in the transfer records for shares of Preferred Stock maintained by
the Corporation or any transfer agent, or (b) if to the Corporation, at its
principal executive offices to the attention of its Secretary. Any notice given
in accordance with this provision by the Corporation shall be deemed delivered
as of the date receipt or proof of service or delivery is confirmed or on the
third Business Day after the date mailed.

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