Restated Certificate of Incorporation

PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE PREFERRED STOCK

The Company's Restated Certificate of Incorporation presently authorizes 100,000,000 shares of common stock. For the reasons set forth below, the Board of Directors believes it advisable that the Restated Certificate of Incorporation be amended to authorize the issuance of 8,000,000 shares of preferred stock, which in most instances could be issued upon authority of the Board without further stockholder approval.

The Proposed Amendment would authorize the Board of Directors, without the necessity of further action or authorization by the stockholders (unless required in a specific case by applicable law or regulations or stock exchange rules), to authorize the issuance of preferred stock from time to time in one or more series and to determine all relevant terms of each such series.

The Proposed Amendment, however, would limit the voting rights of holders of a series of preferred stock so that the holders of such series would not be entitled to more than the lesser of one vote per $100 of liquidation value or one vote per share, and will not be entitled to a class vote except as required by law and certain limited circumstances.

The Board of Directors believes that it is highly desirable for the Company to have the flexibility to issue preferred stock as one of the means of providing financing for the Company.

If the Proposed Amendment is adopted, it is the present intention of the Board of Directors not to seek stockholder approval prior to any issuance of preferred stock, unless otherwise required by applicable law or regulations or stock exchange rules.

The Board of Directors recommends a vote "FOR" the approval of the proposed amendment to the Restated Certificate of Incorporation authorizing the Board of Directors to issue preferred stock.

EXHIBIT A

RESOLVED that Article Four of the Restated Certificate of Incorporation of Zenith Electronics Corporation be and the same is hereby amended to read as follows:

ARTICLE FOUR

The total number of shares of all classes of stock which the Corporation shall have the authority to issue shall be one hundred eight million (108,000,000) shares which shall be divided into two classes as follows:

Eight million (8,000,000) shares of preferred stock having a par value of One Dollar ($1) per share, and

One hundred million (100,000,000) shares of common stock having a par value of One Dollar ($1) per share.

The designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of the above classes of stock shall be as follows:

I. PREFERRED STOCK

1. Shares of preferred stock may be issued in one or more series at such time or times, and for such consideration or considerations, as the Board of Directors may determine.

2. The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issue of all or any shares of preferred stock, in one or more series and to fix for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors.

(a) The distinctive designation of, and the number of shares constituting, a series of preferred stock;

(b) The dividend rate or rates on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;

(c) The voting powers, full or limited, if any, of the shares of such series;

Provided that the holders of shares of such series will not be entitled to more than the lesser of one vote per $100 of liquidation value or one vote per share and will not be entitled to vote on any matter separately as a class, except as provided by law and limited circumstances involving unpaid dividends and election of additional directors;

(d) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or any other corporation;

(e) Whether or not the shares of such series shall be redeemable, and, if so, the terms and conditions of such redemption;

(f) Whether or not the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of such series;

(g) The amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(h) Any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation.

3. Shares of preferred stock which have been issued and reacquired in any manner by the Corporation shall have the status of authorized but unissued shares of preferred stock and may be reissued.

II. COMMON STOCK

1. Subject to the preferential rights of the preferred stock, the holders of the common stock shall be entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors.

2. Except as may be otherwise required by law or this Certificate of Incorporation, each holder of common stock shall have one vote in respect of each share of common stock held by such holder of record on the books of the Corporation on all matters voted upon by the stockholders.

3. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, after distribution in full of the preferential amount to be distributed to the holders of shares of the preferred stock, holders of the common stock shall be entitled to receive all the remaining assets of the Corporation ratably in proportion to the number of shares of common stock held by them respectively.

III. OTHER PROVISIONS

1. The number of authorized shares of stock of any class may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of the stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the stock, or any class or series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation or by the General Corporation Law of the State of Delaware.

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