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                                                                    EXHIBIT 4.25

                     CERTIFICATE OF RESOLUTION ESTABLISHING
                     DESIGNATION, PREFERENCES AND RIGHTS OF
                        $100 REDEEMABLE PREFERRED STOCK

                                       of

                             STATION CASINOS, INC.

           Pursuant to Section 78.195 of the Nevada Revised Statutes.

           RESOLVED, that pursuant to the authority vested in the Board of
Directors of Station Casinos, Inc., a Nevada corporation (the "Corporation"),
by the Amended and Restated Articles of Incorporation of the Corporation, a
series of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of
the Corporation, be and hereby is created, and that the number of shares
thereof and the voting powers, designations, preferences, limitations,
restrictions, relative rights and distinguishing designation of the shares of
such series are as follows:

                 Section 1.       Designation and Amount. The designation of
such series of Preferred Stock authorized by this resolution shall be the $100
Redeemable Preferred Stock (herein the "$100 Preferred Stock"). The number of
shares of $100 Preferred Stock shall be 115,000, which number may be increased
or decreased by the Board of Directors of the Corporation from time to time;
provided that no decrease shall reduce such number of shares below the aggregate
number of shares then outstanding plus the number of shares reserved for
issuance. The purchase price for each share of $100 Preferred Stock shall be
$1,000.

                 Section 2.       Rank. All shares of $100 Preferred Stock
shall rank prior, both as to payment of dividends and as to distributions of
assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, to all of the Corporation's now or hereafter issued
Common Stock. The term "Common Stock" shall mean the Common Stock, $.01 par
value per share, of the Corporation as the same exists at the date hereof or as
such stock may be constituted from time to time. All shares of $100 Preferred
Stock shall rank on parity with, both as to payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, to all of the Corporation's
outstanding shares of $3.50 Convertible Preferred Stock.

                 Section 3.       Dividends. The holders of $100 Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors of the Corporation out of funds of the Corporation at the time
legally available therefor, dividends on
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any shares of Preferred Stock at the annual rate of $100 per share and no more,
which shall be fully cumulative, shall accrue without interest from January
___, 1998 (or if issued after March 15, 1998, then from the day after the
quarterly dividend payment date last preceding the issuance date) and shall be
payable in cash quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year, commencing on the first such quarterly date following
the issuance of such share (except that if any such date is a Saturday, Sunday
or legal holiday, then such dividend shall be payable on the next succeeding
day that is not a Saturday, Sunday or legal holiday) to holder of records as
they appear on the stock transfer books of the Corporation on such record
dates, not more than 60 nor less than 10 days preceding the payment dates for
such dividends, as are fixed by the Board of Directors. For purposes hereof,
the term "legal holiday" shall mean any day on which banking institutions are
authorized to close in New York, New York or in Las Vegas, Nevada.

                 Subject to the next paragraph of this Section 3, dividends on
account of arrears for any past dividend period may be declared and paid at any
time, without reference to any regular dividend payment date. The amount of
dividends payable per share of $100 Preferred Stock for each quarterly dividend
period shall be computed by dividing the annual amount by four. The amount of
dividends payable for the initial dividend period and any period shorter than a
full quarterly dividend period shall be computed on the basis of a 365-day
year. Holders of $100 Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of the full cumulative
dividends on such shares of $100 Preferred Stock.

                 On each dividend payment date all dividends which shall have
accrued on each share of $100 Preferred Stock outstanding on such dividend
payment date shall accumulate and be deemed to become "due" whether or not
there shall be funds legally available for the payment thereof. Any dividend
which shall not be paid on the dividend payment date on which it shall become
due shall be deemed to be "past due" until such dividend shall be paid or until
the share of $100 Preferred Stock with respect to which such dividend became
due shall no longer be outstanding, whichever is the earlier to occur. No
interest, sum of money in lieu of interest, or other property or securities
shall be payable in respect of any dividend payment or payments which are past
due. Dividends paid on shares of $100 Preferred Stock in an amount less than
the total amount of such dividends at the time accumulated and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.

                 No dividends or other distributions, other than dividends
payable solely in shares of Common Stock or other capital

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stock of the Corporation ranking junior as to dividends and as to liquidation
rights to the $100 Preferred Stock which is neither convertible into, nor
exchangeable or exercisable for, any securities of the Corporation other than
Common Stock or other capital stock of the Corporation ranking junior as to
dividends and as to liquidation rights to the $100 Preferred Stock, shall be
paid, or declared and set apart for payment, and no purchase, redemption or
other acquisition shall be made by the Corporation of, any shares of Common
Stock or other capital stock of the Corporation ranking junior as to dividends
or as to liquidation rights to the $100 Preferred Stock (the "Junior Dividend
Stock") unless and until all accrued and unpaid dividends on the $100 Preferred
Stock, including the full dividend for the then current dividend period, shall
have been paid or declared and set apart for payment and the Corporation is
not in default in respect of the optional redemption of any shares of $100
Preferred Stock.

                 No full dividends shall be paid or declared and set apart for
payment on any class or series of the Corporation's capital stock ranking, as
to dividends, on a parity with the $100 Preferred Stock (the "Parity Dividend
Stock") for any period unless full cumulative dividends have been, or
contemporaneously are, paid or declared and set apart for such payment on the
$100 Preferred Stock for all dividend payment periods terminating on or prior
to the date of payment of such full cumulative dividends. No full dividends
shall be paid or declared and set apart for payment on the $100 Preferred Stock
for any period unless full cumulative dividends have been, or contemporaneously
are, paid or declared and set apart for payment on the Parity Dividend Stock
for all dividend periods terminating on or prior to the date of payment of such
full cumulative dividends. When dividends are not paid in full upon the $100
Preferred Stock and the Parity Dividend Stock, all dividends paid or declared
and set aside for payment upon shares of $100 Preferred Stock and the Parity
Dividend Stock shall be paid or declared and set aside for payment pro rata so
that the amount of dividends paid or declared and set aside for payment per
share on the $100 Preferred Stock and the Parity Dividend Stock shall in all
cases bear to each other the same ratio that accrued and unpaid dividends per
share on the shares of $100 Preferred Stock and the Parity Dividend Stock bear
to each other.

                 The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
the stock of the Corporation unless the Corporation could, under this Section
3, purchase or otherwise acquire such shares at such time and in such manner.

                 Any reference to "distribution" contained in this Section 3
shall not be deemed to include any distribution made in

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connection with any liquidation dissolution or winding up of the Corporation,
whether voluntary or involuntary.

                 Section 4.       Liquidation Preference. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of $100 Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets are stated capital or
surplus of any nature, an amount equal to the dividends accrued and unpaid
thereon to the date of final distribution to such holders, whether or not
declared, without interest, and a sum equal to $1,000 per share, and no more,
before any payment shall be made or any assets distributed to the holders of
Common Stock or any other class or series of the Corporation's capital stock
ranking junior to the liquidation rights of the $100 Preferred Stock (the
"Junior Liquidation Stock"). In the event the assets of the Corporation
available for distribution to stockholders upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full the amounts payable with respect to the $100
Preferred Stock, the $3.50 Convertible Preferred Stock and any other class or
series of the Corporation's capital stock which may hereafter be created having
parity as to liquidation rights with the $100 Preferred Stock (the "Parity
Liquidation Stock"), the holders of the $100 Preferred Stock and the holders of
the Parity Liquidation Stock shall share ratably in any distribution of assets
of the Corporation in proportion to the full respective preferential amounts to
which they are entitled (but only to the extent of such preferential amounts).
After payment in full of the liquidation preferences of the shares of $100
Preferred Stock, the holders of such shares shall not be entitled to any
further participation in any distribution of assets by the Corporation. Neither
a merger, consolidation, or other business combination of the Corporation with
or into another corporation or other entity nor a sale or transfer of all or
part of the Corporation's assets for cash, securities or other property shall
be considered a liquidation, dissolution or winding up of the Corporation for
purposes of this Section 4 (unless in connection therewith the liquidation of
the Corporation is specifically approved).

                 The holder of any shares of $100 Preferred Stock shall not be
entitled to receive any payment owned for such shares under this Section 4 until
such holder shall cause to be delivered to the Corporation (i) the
certificate(s) representing such shares of $100 Preferred Stock and (ii)
transfer instrument(s) satisfactory to the Corporation and sufficient to
transfer such shares of $100 Preferred Stock to the Corporation free of any
adverse interest. As in the case of the Redemption Price referred to below, no
interest shall accrue on any payment upon liquidation after the due date
thereof.

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                 Section 5.       Redemption at Option of the Corporation. The
Corporation, at its option, may at any time after the date of first issuance
redeem for cash or shares of Common Stock (as provided below) the $100
Preferred Stock, in whole or from time to time in part, on any date set by the
Board of Directors at the liquidation preference per share, plus, in each case,
an amount equal to all dividends on the $100 Preferred Stock accrued and unpaid
thereon, whether or not declared or due, to the date fixed for redemption
(subject to the right of the holder of record of shares of $100 Preferred Stock
on a record date for the payment of a dividend on the $100 Preferred Stock to
receive the dividend due on such shares of $100 Preferred Stock on the
corresponding dividend payment date), such sum being hereinafter referred to as
the "Redemption Price".

                 In payment of the Redemption Price for each share of $100
Preferred Stock to be redeemed, the Corporation shall, at the option of the
Corporation, either (i) pay an amount in cash equal to the Redemption Price or
(ii) issue such number of shares of Common Stock as equals (x) the then-current
Redemption Price of the $100 Preferred Stock, divided by (y) 90% of the Market
Price of the Common Stock; provided that with respect to any said Common Stock
redemption of shares of $100 Preferred Stock owned by Crescent Real Estate
Equities Company or its affiliates, the Corporation may only issue shares of
voting Common Stock in redemption of the $100 Preferred Stock so that after
such issuance said owner(s) will beneficially own no more than 9.9% of the
outstanding Common Stock, and any issuance exceeding such percentage shall be
deemed non-voting Common Stock (other than voting rights required by law) for
all purposes. Prior to the issuance of such non-voting Common stock, the
Corporation shall take any corporate action necessary therefore, including
creating a new class of non-voting Common Stock. The "Market Price" shall be
equal to the average of the daily closing prices of the Common Stock for the 20
consecutive trading days immediately preceding the first business day
immediately preceding the date of the applicable redemption notice. The closing
price of the Common Stock on the trading day immediately preceding the first
business day immediately preceding the date of the applicable redemption
notice. The "closing price" for each day shall be the last reported sales price
or, in case no such reported sales take place on such day, the average of the
closing bid and asked prices for such day, in each case as reported by the New
York Stock Exchange Composite Transaction reporting system (as published in The
Wall Street Journal or, if not published therein, in another authoritative
source) ("NYSE"), or if such last sale price is not so reported by the NYSE, or
if no such sale takes place on such day, the mean between the closing bid and
asked prices for the Common stock as reported by the NYSE. If the shares of
Common Stock are not reported by the NYSE, the "closing price" for each day
shall be the last reported sales price or, in

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case no such reported sales take place on such day, the average of the closing
bid and asked prices for such day, in each case as reported by the national
exchange or national market system on which the Common Stock is traded. If the
shares of Common Stock are neither listed on the NYSE or any other national
exchange nor quoted by a national market system, the determination of Market
Price shall be determined in good faith by the Board of Directors of the
Corporation or, if such determination cannot be made, by a nationally
recognized independent investment banking firm selected in good faith by the
Board of Directors of the Corporation. For the purposes of this Section 5,
trading day shall mean a day on which the securities exchange specified for
purposes of this Section 5 shall be open for business or, if the shares of
Common Stock shall not be listed on such exchange for such period, a day with
respect to which quotation of the character referred to in the next preceding
sentence shall be reported. In lieu of any fractional share of Common Stock
which would otherwise be issued upon any redemption of $100 Preferred Stock,
the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount in cash (computed to the nearest cent) equal to the
Market Price multiplied by the fractional interest that otherwise would have
been deliverable upon such redemption of such $100 Preferred Stock.

                 In case of the redemption of less than all of the then
outstanding $100 Preferred Stock, the shares of $100 Preferred Stock to be
redeemed shall be redeemed pro rata or by lot or in such other manner as the
Board of Directors may determine. Notwithstanding the foregoing, the
Corporation shall not redeem less than all of the $100 Preferred Stock at any
time outstanding until all dividends accrued and in arrears upon all $100
Preferred Stock then outstanding shall have been paid for the current and all
past dividend periods.

                 Not more than 90 nor less than 60 days prior to the redemption
date, notice by first class mail, postage prepaid, shall be given to each
holder of record of the $100 Preferred Stock to be redeemed, at such holders
address as it shall appear upon the stock transfer books of the Corporation.
Each such notice of redemption shall specify the date fixed for redemption, the
Redemption Price, the place or places of payment, that payment will be made
upon presentation and surrender of the certificate(s) evidencing the shares of
$100 Preferred Stock to be redeemed, that on and after the redemption date,
dividends will cease to accrue on such shares.

                 Any notice that is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of the
$100 Preferred Stock receives such notice; and failure to give such notice by
mail, or any defect in such notice,

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to the holders of any shares designated for redemption shall not affect the
validity of the proceedings for the redemption of any other shares of $100
Preferred Stock. On or after the date fixed for redemption as stated in such
notice, each holder of the shares called for redemption shall surrender the
certificate evidencing such shares to the Corporation at the place designated
in such notice and shall thereupon be entitled to receive payment of the
Redemption Price as herein provided. If less than all the shares represented by
any such surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares. If, on the date fixed for
redemption, shares of Common Stock and funds necessary for the redemption shall
be available therefor and shall have been irrecoverably deposited or set aside,
then, notwithstanding that the certificates evidencing any shares so called
for redemption shall not have been surrendered the dividends with respect to
the shares so called shall cease to accrue after the date fixed for redemption,
the shares shall no longer be deemed outstanding, the holders thereof shall
cease to be holders of $100 Preferred Stock, and all rights whatsoever with
respect to the shares so called for redemption (except the right of the holders
to receive payment of the Redemption Price as herein provided without interest
upon surrender of their certificates therefor) shall terminate. At the close of
business on the redemption date, each holder of $100 Preferred Stock so
redeemed (unless the Corporation defaults on its obligations to deliver shares
of Common Stock or cash) shall be, without any further action, deemed, as
applicable, a holder of the number of shares of Common Stock for which such
$100 Preferred Stock is redeemable or a holder of the right to receive from the
Corporation a cash payment for which such $100 Preferred Stock is redeemable.

                 The shares of $100 Preferred Stock shall not be subject to the
operation of any purchase, retirement, mandatory redemption or sinking fund.

                 The holder of any shares of $100 Preferred Stock redeemed upon
exercise of the Corporation's redemption right shall not be entitled to
receive payment of the Redemption Price for such shares until such holder shall
cause to be delivered to the place specified in the notice given with respect
to such redemption (i) the certificate(s) representing such shares of $100
Preferred Stock redeemed and (ii) transfer instrument(s) satisfactory to the
Corporation and sufficient to transfer such shares of $100 Preferred Stock to
the Corporation free of any adverse interest. No interest shall accrue on the
Redemption Price of any share of $100 Preferred Stock after its redemption
date.

                 All shares of Common Stock which may be delivered upon
redemption of the $100 Preferred Stock will upon delivery be duly and validly
issued and fully paid and non-assessable, free of 

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all liens and charges and not subject to any preemptive rights, and prior to
giving any notice of redemption the Corporation shall take any corporate action
necessary therefor.

                 Section 6.       Mandatory Disposition Pursuant to Gaming
Laws. If a record or beneficial owner of the $100 Preferred Stock is required
by the Nevada Gaming Commission, the Nevada State Gaming Control Board, the
Missouri Gaming Commission or any agency of any state, county, city or other
political subdivision which has, or may at any time after the date of this
Certificate of Resolution have, any jurisdiction over all or any portion of
the gaming activities of the Corporation or any of its subsidiaries or any
successor to such authority ("Gaming Authority") to be found suitable, such
record or beneficial owner shall apply for a finding of suitability within 30
days after the request of such Gaming Authority. The applicant for a finding of
suitability must pay all costs of the investigation for such finding of
suitability. If a record or beneficial owner does not comply with the foregoing
sentence or if such record or beneficial owner is required to be found suitable
and is not found suitable by such Gaming Authority or if the Corporation is
advised by any such Gaming Authority that such owner may not continue to own
its shares, then the record or beneficial owner shall, upon request of the
Corporation, dispose of such owner's $100 Preferred Stock within 30 days or
within that time prescribed by such Gaming Authority, whichever is earlier.

                 Section 7.       Conversion Privilege.

                 (a)      Right of Conversion. Subject to and upon compliance
with the provisions of this Section 7, each share of $100 Preferred Stock
shall, at the option of the holder thereof, be convertible at any time after
January 16, 1999 (unless such share is called for redemption, then to and
including but not after the close of business on the date that is five days
immediately prior to the date fixed for such redemption, unless the Corporation
shall default in payment due upon redemption thereof), into that number of
fully paid and non-assessable shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) obtained by dividing $1,000 by
the Conversion Price in effect at such time and by surrender of such share so
to be converted in the manner provided in Section 7(b); provided that with
respect to any said Common Stock conversion of shares of $100 Preferred Stock
owned by Crescent Real Estate Equities Company or its affiliates, the
corporation will only issue shares of voting Common Stock upon conversion of
the $100 Preferred Stock so that after such conversion said owner(s) will
beneficially own no more than 9.9% of the outstanding Common Stock, and any
issuance of Common Stock upon any conversion that exceeds such percentage shall
be deemed a conversion for non-voting Common Stock (other than voting rights
required by law) for all purposes. Prior to the issuance of any

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non-voting Common Stock, the Corporation shall take any corporate action
necessary therefore, including creating a new class of non-voting Common Stock.

                 (b)      Manner of Exercise of Conversion Privilege. In order
to exercise the conversion privilege, the holder of one or more shares of $100
Preferred Stock to be converted shall surrender such shares at any of the
offices or agencies to be maintained for such purpose by the Corporation
accompanied by the funds, if any, required by the last paragraph of this
Section 7(b) and shall give written notice of conversion in the form provided
on such shares of $100 Preferred Stock (or such other notice as is acceptable
to the Corporation) to the Corporation at such office or agency that the holder
elects to convert the shares of $100 Preferred Stock specified in said notice.
Such notice shall also state the name or names, together with address or
addresses, in which the certificate or certificates for shares of Common Stock
which shall be issuable in such conversion shall be issued. Each share of $100
Preferred Stock surrendered for conversion shall, unless the shares issuable on
conversion are to be issued in the same name as the name in which such share is
registered, be accompanied by instruments of transfer, in form satisfactory to
the Corporation, duly executed by the holder or his duly authorized attorney
and an amount sufficient to pay any transfer or similar tax. As promptly as
practicable after the surrender of such shares of $100 Preferred Stock and the
receipt of such notice, instruments of transfer of such shares of $100
Preferred Stock and the receipt of such notice, instruments of transfer and
funds, if any, as aforesaid, the Corporation shall issue and shall deliver at
such office or agency to such Holder, or on his written order a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of such share of $100 Preferred Stock in accordance with the
provisions of this Section 7 and a check or cash in respect of any fractional
interest in a share of Common Stock arising upon such conversion, as provided
in Section 7(c).

                 Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which such shares of
$100 Preferred Stock shall have been surrendered and such notice (and any
applicable instruments of transfer and any required taxes) received by the
Corporation as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby at such time on such date, and such
conversion shall be at the Conversion Price in effect at such time on such
date, unless the stock transfer books of the Corporation shall be closed on
that date, in which event such person or persons shall be deemed to have become
such holder or holders of record at the close of business on

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the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such shares of $100 Preferred Stock shall have been surrendered and such notice
received by the Corporation.

                 Any shares of $100 Preferred Stock surrendered for conversion
during the period from the close of business on the record date for any
dividend payment to the opening of business on the related dividend payment
date shall (unless such shares of $100 Preferred Stock shall have been called
for redemption on a date in such period) be accompanied by payment, in funds
acceptable to the Corporation, of an amount equal to the dividend otherwise
payable on such dividend payment date; provided, however, that no such payment
need be made if there shall exist at the time of conversion a default in the
payment of dividends on the shares of $100 Preferred Stock. An amount equal to
such payment shall be paid by the Corporation on such dividend payment date to
the holder of such shares of $100 Preferred Stock at the close of business on
such record date; provided, however, that if the Corporation shall default the
payment of dividends on such dividend payment date, such amount shall be paid
to the person who made such required payment. Except as provided for above in
this Section, no adjustment shall be made for dividends accrued on any shares
of $100 Preferred Stock converted or for dividends on any shares issued upon
the conversion of such shares as provided in this Section.

                 (c)      Cash Payments in Lieu of Fractional Shares. No
fractional shares or scrip representing fractions of shares of Common Stock
shall be issued upon conversion of Convertible Preferred Stock. If more than
one share of Convertible Preferred Stock shall be surrendered for conversion at
one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the
aggregate of $1,000 for each such share so surrendered. In lieu of any
fractional interest in a share of Common Stock which would otherwise be
deliverable upon the conversion of any share of Convertible Preferred Stock,
the Corporation shall pay to the holder of such shares an amount in cash
(computed to the nearest cent) equal to the closing price (as defined in
Section 5 hereof) on the business day next preceding the day of conversion
multiplied by the fractional interest that otherwise would have been
deliverable upon conversion of such share.

                 (d)      Adjustment of Conversion Price. The "Conversion
Price" shall mean and be $16.50, subject to adjustment from time to time by the
Corporation as follows:

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                 (i)      In case the Corporation shall (A) pay a dividend or
make a distribution on its Common Stock in shares of Common Stock, (B)
subdivide its outstanding shares of Common Stock into a greater number of
shares, (C) combine its outstanding shares of Common Stock into a smaller
number of shares, or (D) issue by reclassification of its Common Stock any
shares of capital stock of the Corporation, then in each such case the
Conversion Price in effect immediately prior to such action shall be adjusted
so that the holder of any share of Convertible Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares Of
Common Stock or other capital stock of the Corporation which he would have owned
or been entitled to receive immediately following such action had such share
been converted immediately prior to the occurrence of such event. An adjustment
made pursuant to this subsection (i) shall become effective immediately after
the record date, in the case of a dividend or distribution, or immediately
after the effective date, in the case of a subdivision, combination or
reclassification. If, as a result of an adjustment made pursuant to this
subsection (i), the holder of any share of Convertible Preferred Stock
thereafter surrendered for conversion shall become entitled to receive shares
of two or more classes of capital stock or shares of Common Stock and other
capital stock of the Corporation, the Board of Directors (whose determination
shall be conclusive and shall be described in a statement filed by the
Corporation with the stock transfer or conversion agent, as appropriate) shall
determine the allocation of the adjusted Conversion Price between or among
shares of such classes of capital stock or shares of Common Stock and other
capital stock.

                 (ii)     In case the Corporation shall issue rights or
warrants to all holders of its outstanding shares of Common Stock entitling
them (for a period expiring within 45 days after the record date mentioned
below) to subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share (as determined pursuant to
subsection (iv) of this Section 7(d)) of the Common Stock (other than pursuant
to any stock option, restricted stock or other incentive or benefit plan or
stock ownership or purchase plan for the benefit of employees, directors or
officers or any dividend reinvestment plan of the Corporation in effect at the
time hereof or any other similar plan adopted or implemented hereafter), then
the Conversion Price in effect immediately prior thereto shall be adjusted so
that it shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date of issuance of such rights or warrants by
a fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants (immediately
prior to such issuance) plus the number of shares which the aggregate offering
price of the total number of shares so offered would purchase at such current
market price, and of which the denominator shall be the number of

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shares of Common Stock outstanding on the date of issuance of such rights or
warrants (immediately prior to such issuance) plus the number of additional
shares of Common Stock offered for subscription or purchase. Such adjustment
shall be made successively whenever any rights or warrants are issued, and
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such rights or warrants; provided, however,
in the event that all the shares of Common Stock offered for subscription or
purchase are not delivered upon the exercise of such rights or warrants, upon
the expiration of such rights or warrants the Conversion Price shall be
readjusted to the Conversion Price which would have been in effect had the
numerator and the denominator of the foregoing fraction and the resulting
adjustment been made based upon the number of shares of Common Stock actually
delivered upon the exercise of such rights or warrants rather than upon the
number of shares of Common Stock offered for subscription or purchase. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such current market price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the Corporation
for such rights or warrants, the value of such consideration, if other than
cash, to be determined by the Board of Directors (whose determination shall be
conclusive and shall be described in a statement filed by the Corporation with
the stock transfer or conversion agent, as appropriate).

                 (iii)    In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its outstanding Common Stock or capital
stock (other than Common Stock), evidences of its indebtedness or assets
(including securities and cash, but excluding any regular periodic cash
dividend of the Corporation and dividends or distributions payable in stock for
which adjustment is made pursuant to subsection (i) of this Section 7(d)) or
rights or warrants to subscribe for or purchase securities of the Corporation
(excluding those referred to in subsection (ii) of this Section 7(d)), then in
each such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the record date of such distribution by a fraction of
which the numerator shall be the current market price per share as determined
pursuant to subsection (iv) of this Section 7(d) of the Common Stock less the
fair market value on such record date (as determined by the Board of Directors,
whose determination shall be conclusive and shall be described in a statement
filed by the Corporation with the stock transfer or conversion agent, as
appropriate) of the portion of the capital stock or assets or the evidences of
indebtedness or assets so distributed to the holder of one share of Common
Stock or of such subscription rights or warrants applicable to one share of
Common Stock, and of which the denominator shall be

                                   - 12 -
<PAGE>   13
such current market price per share of Common Stock. Such adjustment shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.

                 (iv)     For the purpose of any computation under subsections
(ii) and, (iii) of this Section 7 (d), the current market price per share of
Common Stock on any date shall be deemed to be the average of the closing price
(as defined in Section 5) for the shorter of (A) 30 consecutive trading days
(as defined in Section 5) ending on the last full trading day prior to the Time
of Determination or (B) the period commencing on the date next succeeding the
first public announcement of the issuance of such rights or warrants or such
distribution through such last full trading day prior to the Time of
Determination. For purposes of the foregoing, the term "Time of Determination"
shall mean the time and date of the earlier (I) the record date for determining
stockholders entitled to receive the rights, warrants or distributions referred
to in Section 7(d) (ii) and (iii) or (II) the commencement of "ex-dividend"
trading on the exchange or market referred to in the definition of "closing
price."

                 (v)      In any case in which this Section 7(d) shall require
that an adjustment be made immediately following a record date or an effective
date the Corporation may elect to defer (but only until the filing by the
Corporation with the stock transfer or conversion agent, as the case may be, of
the certificate required by subsection (vii) of this Section 7(d)) issuing to
the holder of any share of Convertible Preferred Stock converted after such
record date or effective date the shares of Common Stock issuable upon such
conversion over and above the shares of Common Stock issuable upon such
conversion on the basis of the Conversion Price prior to adjustment, and
paying to such holder any amount of cash in lieu of a fractional share.

                 (vi)     No adjustment in the Conversion Price shall be
required to be made unless such adjustment would require an increase or
decrease of at least one percent of such price; provided, however, that any
adjustments which by reason of this subsection (vi) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 7(d) shall be made to the nearest cent or
to the nearest 1/1000th of a share, as the case may be. Anything in this
Section 7 (d) to the contrary notwithstanding, the Corporation shall be
entitled to make such reduction in the Conversion Price, in addition to those
required by this Section 7(d), as it in its discretion shall determine to be
advisable in order that any stock dividend, subdivision of shares distribution
of rights to purchase stock or securities, or distribution of securities
convertible into or exchangeable for stock hereafter

                                   - 13 -
<PAGE>   14
made by the Corporation to its stockholders shall not be taxable to the
recipients. Except as set forth in subsections (i), (ii) and (iii) above, the
Conversion Price shall not be adjusted for the issuance of Common Stock, or any
securities convertible into or exchangeable for Common Stock or carrying the
right to purchase any of the foregoing, in exchange for cash, property or
services.


                 (vii)    Whenever the Conversion Price is adjusted as herein
provided, (A) the Corporation shall promptly file with the stock transfer or
conversion agent, as appropriate, a certificate setting forth the Conversion
Price after such adjustment and a brief statement of the facts requiring such
adjustment and the manner of computing the same, which certificate shall be
conclusive evidence of the correctness of such adjustment, and (B) the
Corporation shall also mail or cause to be mailed by first class mail, postage
prepaid, as soon as practicable to each holder of record of shares of
$100 Preferred Stock a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price. The stock transfer or
conversion agent, as the case may be, shall not be under any duty or
responsibility with respect to the certificate required by this subsection
(vii) except to exhibit the same to any holder of shares of $100 Preferred
Stock who requests to inspect it.

                 (viii)   In the event that at any time, as a result of an
adjustment made pursuant to subsection (i) of this Section 7(d), the holder of
any share of $100 Preferred Stock thereafter surrendered for conversion shall
become entitled to receive any shares of the Corporation other than shares of
Common Stock, thereafter the Conversion Price of such other shares so
receivable upon conversion of any share of $100 Preferred Stock shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common Stock
contained in this Section.

                 (ix)     The Corporation from time to time may decrease the
Conversion Price by any amount for any period of time if the period is at least
20 days and if the decrease is irrevocable during the period. Whenever the
Conversion Price is so decreased, the Corporation shall mail to holders of
record of shares of Convertible Preferred Stock a notice of the decrease at
least 15 days before the date the decreased Conversion Price takes effect, and
such notice shall state the decreased Conversion Price and the period it will
be in effect.

                 (e)      Notice to Holders Prior to Certain Corporate Actions.
In Case:

                                   - 14 -
<PAGE>   15
                 (i)      the Corporation shall take any action which would
         require an adjustment in the Conversion Price pursuant to Section
         7(d); or

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

                 (iii)    there shall be any reorganization or reclassification
         of the Common Stock (other than a subdivision or combination of the
         outstanding Common Stock and other than a change in the par value of
         the Common Stock), or any merger or consolidation to which the
         Corporation is a party or any statutory exchange of securities with
         another corporation and for which approval of any stockholders of the
         Corporation is required, or any sale or transfer of all or
         substantially all of the assets of the Corporation; or

                 (iv)     there shall be a voluntary or involuntary dissolution
         liquidation or winding-up of the Corporation;

then in each such case the Corporation shall cause to be given to the holders
of shares of $100 Preferred Stock and the stock transfer or conversion agent,
as appropriate, as promptly as possible, but in any event at least 20 days
prior to the applicable date hereinafter specified, a notice stating (i) the
date on which a record is to be taken for the purpose of such action or
granting of rights or warrants, or, if a record is not be taken, the date as
of which the holders of Common Stock of record to be entitled to such
distribution, rights or warrants are to be determined, or (ii) the date an
which such reorganization, reclassification, merger, consolidation, sale,
transfer, statutory exchange, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable upon
such reorganization, reclassification, merger, consolidation, sale, transfer,
statutory exchange, dissolution, liquidation or winding up. Failure to give
such notice or any defect therein shall not affect the legality or validity or
the proceedings described in subsection (i), (ii), (iii) or (iv) of this
Section 7(e).

                 (f)      Reservation of Shares of Common Stock. The
Corporation covenants that it will at all times after January __, 1999 reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversions
of shares of $100

                                   - 15 -


<PAGE>   16
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of $100 Preferred Stock not theretofore
converted and on or before (and as a condition of) taking any action that would
cause an adjustment of the Conversion Price resulting in an increase in the
number of shares of Common Stock deliverable upon conversion above the number
thereof previously reserved and available therefor, the Corporation shall take
all such action so required. For purposes of this Section 7(f), the number of
shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of $100 Preferred Stock shall be computed as if at the time
of computation all outstanding shares of $100 Preferred Stock were held by a
single holder.

                 Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value (if any) of the shares
of Common Stock deliverable upon conversion of the shares of $100 Preferred
Stock, the Corporation shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and non-assessable shares of Common Stock at such
adjusted Conversion Price.

                 (g)      Transfer Taxes, Etc. The Corporation shall pay any
and all documentary stamp, issue or transfer taxes, and any other similar taxes
payable in respect of the issue or delivery of shares of Common Stock upon
conversions of shares of $100 Preferred Stock pursuant hereto; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the shares of $100
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

                 (h)      Covenant as to Common Stock. The Corporation
covenants that all shares of Common Stock which may be delivered upon
conversions of shares of $100 Preferred Stock will upon delivery be duly and
validly issued and fully paid and nonassessable, free of all liens and charges
and not subject to any preemptive rights.

                 The Corporation further covenants that if at any time the
Common Stock shall be listed on the New York Stock Exchange or any other
national securities exchange or the Nasdaq National Market, the Corporation
will, if permitted by the rules of such exchange or market, list and keep
listed so long as the Common Stock shall be

                                   - 16 -

<PAGE>   17
so listed on such exchange or market, all Common Stock issuable upon conversion
of the shares of $100 Preferred Stock.

                 Section 8.       Merger or Consolidation or Sale of Assets. In
case of any merger or consolidation to which the Corporation is a party (other
than merger or consolidation in which the Corporation is the continuing
corporation and Common Stock of the Corporation outstanding immediately prior
to the merger or consolidation are not exchanged for cash, or the securities or
other property of another corporation), or in case of any sale or transfer to
another corporation of the property of the Corporation as an entirety or
substantially as an entirety, or in the case of any statutory exchange of
securities with another corporation (other than in connection with a merger or
acquisition), then lawful provision shall be made by the corporation formed by
such consolidation or the corporation whose securities, cash or other property
will immediately after the merger or consolidation be owned, by virtue of the
merger or consolidation, by the holders of Common Stock of the Corporation
immediately prior to the merger or consolidation, or the corporation which
shall have acquired such assets or securities of the Corporation (collectively
the "Formed, Surviving or Acquiring Corporation"), as the case may be,
providing that the holder of each share of $100 Preferred Stock then
outstanding shall have the right thereafter to receive only the kind and
amount of securities, cash or other property receivable upon such merger,
consolidation, sale, transfer or statutory exchange that such holder would have
received had such holder's outstanding shares of $100 Preferred Stock been
redeemed by the Corporation entirely for Common Stock immediately prior to such
merger, consolidation, sale, transfer or statutory exchange.

                 Notwithstanding the foregoing, in the event that the record or
beneficial owner of shares of $100 Preferred Stock (or an affiliate of such
owner) is the Formed, Surviving or Acquiring Corporation in any such merger,
consolidation, sale, transfer or statutory exchange, then the provisions of the
foregoing paragraph shall not apply to such record or beneficial owner's
shares of $100 Preferred Stock and all rights of such record or beneficial
owner with respect to such shares of $100 Preferred Stock shall be limited
solely those contained in the agreement or plan which implements such merger,
consolidation, sale, transfer or statutory exchange.

                 Section 9.       Voting Rights.


                 (a)      General. The holders of $100 Preferred Stock shall
not have any voting rights except as set forth below or as otherwise from time
to time required by law. In connection with any right to vote, each holder of
$100 Preferred Stock will have one vote for each share held. Any shares of $100
Preferred Stock

                                   - 17 -


<PAGE>   18
held by the Corporation or any entity controlled by the Corporation shall not
have voting rights hereunder and shall not be counted in determining the
presence of a quorum

                 (b)      Class Voting Rights. So long as the $100 Preferred
Stock is outstanding, the Corporation shall not, without the affirmative vote
or consent of the holders of at least 66 2/3 percent of all outstanding $100
Preferred Stock (unless the vote or consent of a greater percentage is required
by applicable law or the Amended and Restated Articles of Incorporation of the
Corporation), voting separately as a class, (i) amend, alter or repeal (by
merger, consolidation or otherwise) any provision of the Amended and Restated
Articles of Incorporation or the Bylaws of the Corporation, as amended, so as
to affect adversely the relative rights, preferences, qualifications,
limitations or restrictions of the $100 Preferred Stock, (ii) authorize or
issue, or increase the authorized amount of, any additional class or series of
stock, or any security convertible into stock of such class or series, ranking
prior to the $100 Preferred Stock in respect of the payment of dividends or
upon liquidation, dissolution or winding up of the Corporation or (iii) effect
any reclassification of the $100 Preferred Stock. A class vote on the part of
the $100 Preferred Stock shall, without limitation, specifically not be deemed
to be required (except as otherwise required by law or resolution of the
Corporation's Board of Directors) in connection with: (a) the authorization,
issuance or increase in the authorized amount of any shares of any other class
or series of stock that ranks junior to, or on a parity with, the $100
Preferred Stock in respect of the payment of dividends and upon liquidation,
dissolution or winding up of the Corporation; or (b) the authorization,
issuance or increase in the amount of any notes, bonds, mortgages, debentures
or other obligations of the Corporation not convertible into or exchangeable,
directly or indirectly, for stock ranking prior to the $100 Preferred Stock in
respect of the payment of dividends or upon liquidation, dissolution or winding
up of the Corporation.

                 Section 10.      Outstanding Shares. For the purposes of this
Certificate of Resolution all shares of $100 Preferred Stock shall be deemed
outstanding from and after the date of issuance of such share except (i) from
the date fixed for redemption pursuant to Section 5, all shares of $100
Preferred Stock that have been so called for redemption under Section 5 if
shares of Common Stock and funds necessary for payment of the redemption price
have been irrevocably set apart, (ii) from the date of surrender of
certificates representing shares of $100 Preferred Stock, all shares of $100
Preferred Stock converted into Common Stock and (iii) from the date of
registration of transfer, all shares of $100 Preferred Stock held of record by
the Corporation or any subsidiary of the Corporation.

                                   - 18 -
<PAGE>   19
                 Section 11.      Status of Redeemed or Acquired Shares. Shares
of $100 Preferred Stock redeemed by the Corporation, received upon conversion
pursuant to Section 7 or otherwise acquired by the Corporation will be restored
to the status of authorized and unissued shares of $100 Preferred Stock.

                 Section 12.      Preemptive Rights. The $100 Preferred Stock
is not entitled to any preemptive or subscription rights in respect of any
securities of the Corporation.

                 Section 13.      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.

                                   - 19 -
<PAGE>   20
                IN WITNESS WHEREOF, Station Casinos, Inc. has caused this
certificate to be signed on its behalf by _______________, its Executive Vice
President and Secretary, and its corporate seal to be hereunto affixed, this
______ day of ___________, 1998.

                                       STATION CASINOS, INC.


                                       By:
                                          ---------------------------
                                          Name:
                                          Title:


STATE OF NEVADA                   )
                                  )   ss:
COUNTY OF CLARK                   )

This instrument was acknowledged before me on ____________, 1998, by __________
as Executive Vice President and Secretary of Station Casinos, Inc.


-----------------------------------
Notary Public
My commission expires:
                      -------------






                                     - 20 -