CERTIFICATE OF DESIGNATIONS, PREFERENCES
   AND RIGHTS OF SERIES C MANDATORY CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

         The undersigned, pursuant to the provisions of Sections 103 and 151 of
the General Corporation Law of the State of Delaware, do hereby certify that,
pursuant to the authority expressly vested in the Board of Directors of Jarden
Corporation, a Delaware corporation (the "CORPORATION"), by the Corporation's
Certificate of Incorporation, the Board of Directors has duly provided for the
issuance of and created a series of Preferred Stock of the Corporation, par
value $0.01 per share (the "PREFERRED STOCK"), and in order to fix the
designation and amount and the voting powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock,
has duly adopted this Certificate of Designations, Preferences and Rights of
Preferred Stock (the "CERTIFICATE").

         Each share of such series of Preferred Stock shall rank equally in all
respects and shall be subject to the following provisions:

         1. NUMBER OF SHARES AND DESIGNATION. 300,000 shares of Preferred Stock
of the Corporation shall constitute a series of Preferred Stock designated as
Series C Mandatory Convertible Participating Preferred Stock (the "SERIES C
PREFERRED STOCK"). The number of shares of Series C Preferred Stock may be
increased (to the extent of the Corporation's authorized and unissued Preferred
Stock) or decreased (but not below the number of shares of Series C Preferred
Stock then outstanding) by further resolution duly adopted by the Board of
Directors and the filing of a certificate of increase or decrease, as the case
may be, with the Secretary of State of Delaware.

         2. RANK. The Series C Preferred Stock shall, with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise (i) rank senior and prior to
the Common Stock, and each other class or series of equity securities of the
Corporation, whether currently issued or issued in the future, that by its terms
ranks junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities, including the Common Stock, are collectively referred to herein as
the "JUNIOR SECURITIES"), (ii) rank on a parity with each other class or series
of equity securities of the Corporation, whether currently issued or issued in
the future, that does not by its terms expressly provide that it ranks senior to
or junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities are collectively referred to herein as the "PARITY SECURITIES"), and
(iii) rank junior to each other class or series of equity securities of the
Corporation, whether currently



issued or issued in the future, that by its terms ranks senior to the Series C
Preferred Stock (whether with respect to payment of dividends, redemption
payments, rights upon liquidation, dissolution or winding up of the affairs
of the Corporation, or otherwise) (all of such equity securities are
collectively referred to herein as the "SENIOR SECURITIES"). The respective
definitions of Junior Securities, Parity Securities and Senior Securities shall
also include any rights or options exercisable or exchangeable for or
convertible into any of the Junior Securities, Parity Securities or Senior
Securities, as the case may be. Shares of Series B Preferred Stock issued in
accordance with the terms of the Purchase Agreement are Parity Securities. At
the date of the initial issuance of the Series C Preferred Stock there will be
no Parity Securities other than the Series B Preferred Stock and no Senior
Securities authorized or outstanding.

         3. DIVIDENDS.

         (a) The holders of shares of Series C Preferred Stock shall be entitled
to receive out of funds legally available for the payment of dividends,
dividends on the terms described below:

               (i) Holders of shares of Series C Preferred Stock shall be
         entitled to participate equally and ratably with the holders of shares
         of Common Stock and holders of shares of Series B Preferred Stock in
         all dividends and distributions paid (whether in the form of cash,
         stock or otherwise, and including any dividend or distribution of
         shares of stock or other equity of any Person other than the
         Corporation, evidences of indebtedness of any Person including without
         limitation the Corporation or any Subsidiary and any other assets) on
         the shares of Common Stock as if immediately prior to each record date
         for the Common Stock, shares of Series C Preferred Stock then
         outstanding were converted into shares of Common Stock and Series B
         Preferred Stock (in the manner described in Section 7 without regard to
         any limitations contained therein) and such shares of Series B
         Preferred Stock were converted into shares of Common Stock (in the
         manner described in the Certificate of Designations relating to the
         Series B Preferred Stock without regard to any limitations contained

         therein); provided, however, that the holders of shares of Series C
         Preferred Stock shall not be entitled to participate in any such
         dividend or distribution if an adjustment to the Mandatory Conversion
         Price shall be required with respect to such dividend or distribution
         pursuant to Section 7(c) hereof and a similar adjustment is made with
         respect to the Series B Preferred Stock;

               (ii) In addition to any dividends paid pursuant to Section
         3(a)(i), in respect of each three-month period beginning with the
         three-month period ending January 8, 2010, the Corporation shall pay,
         when and as declared by the Board of Directors, out of funds legally
         available therefor a quarterly cash dividend on each share of Series C
         Preferred Stock at an annual rate, subject to clause (iii) below, equal
         to 9.50% of the Base Liquidation Value then in effect (such rate, the
         "DIVIDEND RATE");

               (iii) If the Corporation shall have failed to pay (in whole or in
         part) any dividend contemplated by Section 3(a)(ii) hereof, the
         Dividend Rate referred to in Section 3(a)(ii) above shall be increased
         to 10.00% of the Base Liquidation Value then in effect, beginning on
         the first day of the Dividend Period (as defined below) after the
         Dividend Period with respect to which the failure to pay (in whole or
         in part) dividends relates and continuing thereafter until the first
         day of the Dividend Period succeeding the

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         Dividend Period as of which all dividends contemplated by Section
         3(a)(ii) and this Section 3(a)(iii) have been paid in full; and

               (iv) Dividends payable pursuant to Section 3(a)(i) shall be
         payable on the same date that such dividends are payable to holders of
         shares of Common Stock, and no dividends shall be payable to holders of
         shares of Common Stock unless dividends contemplated by Section 3(a)(i)
         are also paid at the same time in respect of the Series C Preferred
         Stock. Dividends payable pursuant to Section 3(a)(ii) shall be payable
         quarterly in arrears on January 8, April 8, July 8 and October 8 of
         each year with the first payment to be made on January 8, 2010 (unless
         such day is not a Business Day (as defined below), in which event such
         dividends shall be payable on the next succeeding Business Day) (each
         such payment date being a "DIVIDEND PAYMENT DATE" and the period from
         the fifth anniversary of the Initial Funding Date until the first
         Dividend Payment Date and each such quarterly period thereafter being a
         "DIVIDEND PERIOD"). The amount of dividends payable on any shares of
         the Series C Preferred Stock for any period in which such shares are
         outstanding that is shorter or longer than a full Dividend Period,
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. As used herein, the term "BUSINESS DAY" means any day except a
         Saturday, Sunday or day on which banking institutions are legally
         authorized to close in the City of New York.

         (b) Dividends on the Series C Preferred Stock provided for in Section
3(a)(ii) and Section 3(a)(iii) shall be cumulative and shall accrue on a daily
basis whether or not declared and whether or not in any fiscal year there shall
be funds legally available therefor, so that if in any Dividend Period,
dividends contemplated by Section 3(a)(ii) and Section 3(a)(iii) in whole or in
part are not paid upon the Series C Preferred Stock, unpaid dividends shall
accumulate as against the holders of Parity Securities and Junior Securities.

         (c) Each dividend shall be payable to the holders of record of shares
of Series C Preferred Stock as they appear on the stock records of the
Corporation at the close of business on such record dates (each, a "DIVIDEND
PAYMENT RECORD DATE"), which (i) with respect to dividends payable pursuant to
Section 3(a)(i), shall be the same day as the record date for the payment of
dividends to the holders of shares of Common Stock and, (ii) with respect to
dividends payable pursuant to Section 3(a)(ii), shall be not more than 30 days
nor less than 10 days preceding the applicable Dividend Payment Date.

         (d) From and after the time, if any, that (x) a holder of any shares of
Series C Preferred Stock has delivered notice to the Corporation pursuant to
Section 6(a) of its intention to exercise its redemption rights under Section 5,
(y) the Corporation shall have failed to pay any dividend contemplated by
Section 3(a) hereof, or (z) the Corporation shall have failed to make any
payment contemplated by Section 8 hereof, (a) no dividends shall be declared or
paid or set apart for payment, or other distribution declared or made, upon any
Junior Securities, nor shall any Junior Securities be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition of
shares of Common Stock made for purposes of any employee or director incentive
or benefit plans or arrangements of the Corporation or any subsidiary of the
Corporation or the payment of cash in lieu of fractional shares in connection
therewith) for any consideration (nor shall any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such Junior
Securities) by the Corporation, directly or indirectly

                                       3


(except by conversion into or exchange for Junior Securities or the payment
of cash in lieu of fractional shares in connection therewith) and (b) the
Corporation shall not, directly or indirectly, make any payment on account
of any purchase, redemption, retirement or other acquisition of any Parity
Securities (other than redemption of shares of Series B Preferred Stock on a pro
rata basis with shares of Series C Preferred Stock, and other than for
consideration payable solely in Junior Securities or the payment of cash in lieu
of fractional shares in connection therewith) until, in the event of clauses (x)
and (z), no shares of Series C Preferred Stock remain outstanding, and in event
of clause (y), all such dividends have been paid in full.

         4. LIQUIDATION PREFERENCE.

         (a) "BASE LIQUIDATION VALUE" means (x) $1,000.00 per share (the
"ORIGINAL LIQUIDATION VALUE"), which amount shall thereafter accrete daily at
the annual rate of 3.50%, compounded annually, provided that such rate shall
increase to 5.00% as of the seventh month anniversary of the Initial Funding
Date and shall thereafter increase at the end of each successive six month
period thereafter by adding 50 basis points to the rate then in effect if any
shares of Series C Preferred Stock shall then be outstanding (such rate, the
"ACCRETION RATE"), computed on the basis of a 360-day year of twelve 30-day
months from the Initial Funding Date through but not including the fifth
anniversary of the Initial Funding Date plus (y) any accrued but unpaid
dividends thereon. As used herein, "accrued" dividends means dividends declared
or contemplated to be declared or paid pursuant to Section 3 hereof on the
Preferred Stock, but not yet paid.

         (b) "LIQUIDATION VALUE" means (1) in the event of a Change in Control
prior to the fifth anniversary of the Initial Funding Date providing for the
payment of an amount per share of Common Stock below the applicable Change in
Control Threshold Price, the amount by which the Original Liquidation Value
would have otherwise equaled had it accreted at the annual rate of 10.00%,
compounded annually, computed on the basis of a 360-year of twelve 30-day months
from the Initial Funding Date through but not including the date of consummation
of the Change in Control plus any declared but unpaid dividends on the Common
Stock that, if paid prior to the Change in Control, would be payable to holders
of shares of Series B Preferred Stock pursuant to Section 3(a)(i) hereof, (2)
from and after the fifth anniversary of the Initial Funding Date, (x) the Base
Liquidation Value less (y) Base Liquidation Value on the fifth anniversary of
the Initial Funding Date plus (z) $2,100 per share and (3) otherwise, the Base
Liquidation Value; provided, however, that for purposes of determining the
number of shares of Series B Preferred Stock and Common Stock into which the
Series C Preferred Stock may be converted pursuant to Section 7 hereof,
Liquidation Value shall always mean the Base Liquidation Value.

         (c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock shall be entitled to receive the greater of (i) the Liquidation
Value of such shares in effect on the date of such liquidation, dissolution or
winding up or (ii) the payment such holders would have received had such
holders, immediately prior to such liquidation, dissolution or winding up,
converted their shares of Series C Preferred Stock into shares of Common Stock
and Series B Preferred Stock (in the manner described in Section 7 without
regard to any limitations contained therein) and such shares of Series B
Preferred Stock were converted into shares of Common Stock (in the manner
described

                                       4


in the Certificate of Designations relating to the Series B Preferred Stock
without regard to any limitations contained therein).

         (d) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock (i) shall not be entitled to receive the Liquidation Value of
such shares until payment in full or provision has been made for the payment in
full of all claims of creditors of the Corporation and the liquidation
preferences for all Senior Securities, and (ii) shall be entitled to receive the
Liquidation Value of such shares before any payment or distribution of any
assets of the Corporation shall be made or set apart for holders of any Junior
Securities. Subject to clause (i) above, if the assets of the Corporation are
not sufficient to pay in full the Liquidation Value payable to the holders of
shares of Series C Preferred Stock and the liquidation preference payable to the
holders of any Parity Securities, then such assets, or the proceeds thereof,
shall be distributed among the holders of shares of Series C Preferred Stock and
any such other Parity Securities ratably in accordance with the Liquidation
Value and the liquidation preference for the Parity Securities, respectively.

         (e) Neither a consolidation or merger of the Corporation with or into
any other entity, nor a merger of any other entity with or into the Corporation,
nor a sale or transfer of all or any part of the Corporation's assets for cash,
securities or other property shall by itself be considered a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
4.

         5. CHANGE IN CONTROL.

         Upon a Change in Control, holders of the outstanding shares of Series C
Preferred Stock may, at their election:

         (a) if the Conversion Approval has been obtained, convert the Series C
Preferred Stock into Common Stock in accordance with the provisions of Section 7
hereof and receive the Change in Control Consideration upon conversion;

         (b) exercise the holder's right to have the Series C Preferred Stock
specially redeemed in accordance with the provisions of Section 8 hereof
(without regard to whether such Change in Control occurs prior to the
seven-month anniversary of the consummation of the AHI Acquisition);

         (c) in lieu of receiving any liquidation preference in respect of such
Series C Preferred Stock upon such Change in Control, continue to hold the
Series C Preferred Stock in any surviving entity resulting from such Change in
Control or, in the case of a sale of the Corporation's assets which results in a
Change in Control, the entity purchasing such assets, provided, however, that
the provisions hereof (including but not limited to the provisions of Sections 7
and 8 following the date of such Change in Control) shall continue to remain in
effect with respect to such Series C Preferred Stock; or

         (d) within sixty days after the Change in Control Date, request, in
lieu of receiving the Change in Control Consideration, that the Corporation
redeem, out of funds lawfully available for the redemption of shares, the Series
C Preferred Stock (the "REDEMPTION REQUEST") for an amount in cash equal to the
Liquidation Value as of the Redemption Date and after giving effect to the
Change in Control; provided, that the Corporation may, in lieu of

                                       5


making the redemption so requested, effect a Remarketing pursuant to Section
6(b). Promptly but in any event within five days after receipt of the
Redemption Request, the Corporation shall provide a written notice to all
holders of the Series C Preferred Stock setting forth whether it will redeem the
Series C Preferred Stock or effect a Remarketing. In the event the Corporation
elects to redeem the Series C Preferred Stock, the Series C Preferred Stock
shall be redeemed in accordance with Section 6(a). In the event the Corporation
elects to effect a Remarketing, the Remarketing shall be effected in accordance
with Section 6(b) (as long as such Remarketing is effected within 120 days after
making a Redemption Request).

         (e) As used in this Section 5, "CHANGE IN CONTROL CONSIDERATION" means
the shares of stock, securities, cash or other property issuable or payable (as
part of any reorganization, reclassification, consolidation, merger or sale in
connection with the Change in Control) with respect to or in exchange for such
number of outstanding shares of Common Stock as would have been received upon
conversion of the shares of Series C Preferred Stock into shares of Common Stock
and Series B Preferred Stock (in the manner described in Section 7 without
regard to any limitations contained therein) and such shares of Series B
Preferred Stock were converted into shares of Common Stock (in the manner
described in the Certificate of Designations relating to the Series B Preferred
Stock without regard to any limitations contained therein).

         6. PROCEDURES FOR REDEMPTION AND REMARKETING.

         (a) (i) In the event of a redemption of shares of Series C Preferred
Stock pursuant to Section 5, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 10 days nor more than 20 days
prior to the Redemption Date, to the office of the Corporation, in the event of
redemption pursuant to Section 5(d). Such notice shall state the date on which
the holder is to surrender to the Corporation the certificates for any shares to
be redeemed (such date, or if such date is not a Business Day, the first
Business Day thereafter, the "REDEMPTION DATE"). Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Corporation receives the notice.

               (ii) Upon surrender in accordance with the notice of redemption
         of the certificates for any shares so redeemed, such shares shall be
         redeemed by the Corporation at the redemption price aforesaid with
         payment of such redemption price being made on the Redemption Date by
         wire transfer of immediately available funds to the account specified
         by the holder of the shares redeemed. Such redemption shall be
         effective on the Redemption Date, notwithstanding any failure of such
         holders to deliver such certificates, provided that the Redemption
         Price has either been paid to each holder on or prior to such date or
         deposited in a bank in a separate trust account for the sole benefit of
         the holders.

         (b) (i) In the event the Corporation shall elect to effect a
Remarketing, the Corporation shall adjust the dividend rate on the Preferred
Stock to the rate (as of the date of the Remarketing) necessary in the opinion
of a nationally recognized investment banking firm (selected by the Corporation
and reasonably acceptable to the holders of at least a majority of the
outstanding shares of Series C Preferred Stock) (the "REMARKETING AGENT") to
allow the Remarketing Agent to resell all of the Preferred Stock on behalf of
all holders who have delivered a Redemption Request (such resale, the
"REMARKETING") at a price of not less than

                                       6


100% (after deduction of fees for the Remarketing Agent) of the Liquidation
Value then in effect (such adjusted dividend rate, the "ADJUSTED Rate").

               (ii) In the event the Corporation elects to effect a Remarketing:

                     (A) notwithstanding any provision in this Certificate of
               Designations to the contrary, the Adjusted Rate shall be
               effective as of the Redemption Request:

                     (B) the Corporation shall cause the Remarketing Agent to
               effect the Remarketing within 120 days of the Redemption Request;
               and

                     (C) the Corporation shall use its reasonable best efforts
               (together with the Remarketing Agent) to facilitate a Remarketing
               in accordance with the terms hereof.

               (iii) Any Remarketing shall be on such terms that (A) provide for
         the immediate disbursement of proceeds from the Remarketing in an
         amount of not less than 100% (after deduction of fees for the
         Remarketing Agent) of the Liquidation Value then in effect to the
         holders of Series C Preferred Stock in cash, without any escrows,
         holdbacks or similar arrangements and (B) do not contain any
         representations (other than with respect to ownership of the shares of
         Series C Preferred Stock), indemnities, liabilities or other provisions
         imposing any obligation on the holders of the Series C Preferred Stock,
         other than the obligation to tender the certificates representing the
         shares of Series C Preferred Stock to the Remarketing Agent. Each such
         certificate shall bear a legend to the effect that each share of Series
         C Preferred Stock shall be subject to the remarketing provisions
         contained in this Section 6.

         7. MANDATORY CONVERSION.

         (a) Mandatory Conversion. Subject to the provisions of this Section 7,
upon receipt by the Corporation of both (1) the Conversion Approval (as defined
in the Purchase Agreement) and (2) (A) the Charter Amendment Approval (as
defined in the Purchase Agreement) or (B) written waivers of the requirement to
receive the Charter Amendment Approval from holders of shares of Series C
Preferred Stock representing at least a majority of the then outstanding shares
of Series C Preferred Stock; provided that such waivers shall be deemed to have
been granted on the 31-month anniversary of the Initial Funding Date if the
Conversion Approval shall have been obtained even though the Charter Amendment
Approval has not been approved, each share of Series C Preferred Stock shall
automatically convert into fully paid and non-assessable shares of both (x)
Series B Preferred Stock and (y) Common Stock, as set forth in the following
sentences. The number of shares of Series B Preferred Stock into which a share
of the Series C Preferred Stock shall be convertible (calculated to the nearest
1/1,000,000th of a share) shall be determined by multiplying the Liquidation
Value in effect at the time of conversion by 0.857143 (the "PREFERRED RATIO")
and dividing by $1,000.00. The number of shares of Common Stock into which a
share of Series C Preferred Stock shall be convertible (calculated to the
nearest 1/1,000th of a share) shall be determined by multiplying the Original
Liquidation Value by 0.142857 (the "COMMON RATIO") and dividing by the Mandatory
Conversion Price. The "MANDATORY CONVERSION PRICE" shall be equal to $30.00,
subject to the adjustment as described in Section 7(c).

                                       7


         (b) Mechanics of Mandatory Conversion.

               (i) In the event of mandatory conversion pursuant to Section
         7(a), the Corporation shall deliver as promptly as practicable written
         notice to each holder specifying: (A) the Mandatory Conversion Date;
         (B) the number of shares of Common Stock and Series B Preferred Stock
         to be issued in respect of each share of Series C Preferred Stock that
         is converted; (C) the place or places where certificates for such
         shares are to be surrendered for issuance of certificates representing
         shares of Common Stock and Series B Preferred Stock which date shall be
         as soon as practicable following the Mandatory Conversion Date; and (D)
         that dividends on the shares to be converted will cease to accrue on
         such Mandatory Conversion Date.

         Unless the shares issuable upon mandatory conversion are to be issued
         in the same name as the name in which such shares of Series C Preferred
         Stock are registered, each share surrendered for mandatory conversion
         shall be accompanied by instruments of transfer, in form satisfactory
         to the Corporation, duly executed by the holder thereof or such
         holder's duly authorized attorney and an amount sufficient to pay any
         transfer or similar tax in accordance with Section 7(b)(vi). Within two
         Business Days after the surrender by the holder of the certificates for
         shares of Series C Preferred Stock as aforesaid, the Corporation shall
         issue and shall deliver to such holder, or on the holder's written
         order to the holder's transferee, a certificate or certificates for the
         whole number of shares of Common Stock and Series B Preferred Stock
         issuable upon the mandatory conversion of such shares and a check
         payable in an amount corresponding to any fractional interest in a
         share of Common Stock or Series B Preferred Stock as provided in
         Section 7(b)(vii).

               (ii) The mandatory conversion shall be deemed to have been
         effected at the close of business on the date of receipt by the
         Corporation of the last to be received of (1) the Conversion Approval
         (as defined in the Purchase Agreement) and (2) (A) the Charter
         Amendment Approval (as defined in the Purchase Agreement) or (B)
         written waivers of the requirement to receive the Charter Amendment
         Approval from holders of shares of Series C Preferred Stock
         representing at least a majority of the then outstanding shares of
         Series C Preferred Stock (the "MANDATORY CONVERSION DATE"). At such
         time on the Mandatory Conversion Date:

                     (A) the person in whose name or names any certificate or
               certificates for shares of Common Stock and Series B Preferred
               Stock shall be issuable upon such mandatory conversion shall be
               deemed to have become the holder of record of the shares of
               Common Stock and Series B Preferred Stock represented thereby at
               such time; and

                     (B) such shares of Series C Preferred Stock so converted
               shall no longer be deemed to be outstanding, and all rights of a
               holder with respect to such shares shall immediately terminate
               except the right to receive the Common Stock and Series B
               Preferred Stock and other amounts payable pursuant to this
               Section 7.

                                       8


         All shares of Common Stock and Series B Preferred Stock delivered upon
         mandatory conversion of the Series C Preferred Stock will, upon
         delivery, be duly and validly authorized and issued, fully paid and
         nonassessable, free from all preemptive rights and free from all taxes,
         liens, security interests and charges (other than liens or charges
         created by or imposed upon the holder or taxes in respect of any
         transfer occurring contemporaneously therewith).

               (iii) Holders of shares of Series C Preferred Stock at the close
         of business on a Dividend Payment Record Date shall be entitled to
         receive the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the mandatory conversion thereof
         following such Dividend Payment Record Date and prior to such Dividend
         Payment Date. A holder of shares of Series C Preferred Stock on a
         Dividend Payment Record Date who (or whose transferee) tenders any such
         shares for mandatory conversion into shares of Common Stock on such
         Dividend Payment Date will be entitled to receive the dividend payable
         by the Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         mandatory conversion.

               (iv) The Corporation will at all times reserve and keep
         available, free from preemptive rights, out of its authorized but
         unissued Common Stock and Series B Preferred Stock, solely for the
         purpose of effecting mandatory conversions of the Series C Preferred
         Stock, the aggregate number of shares of Common Stock and Series B
         Preferred Stock issuable upon mandatory conversion of the Series C
         Preferred Stock. The Corporation will procure, at its sole expense, the
         listing of the shares of Common Stock, subject to issuance or notice of
         issuance, on the principal domestic stock exchange on which the Common
         Stock is then listed or traded. The Corporation will take all
         commercially reasonable action as may be necessary to ensure that the
         shares of Common Stock and Series B Preferred Stock may be issued
         without violation of any applicable law or regulation or of any
         requirement of any securities exchange on which the shares of Common
         Stock are listed or traded.

               (v) Issuances of certificates for shares of Common Stock and
         Series B Preferred Stock upon mandatory conversion of the Series C
         Preferred Stock shall be made without charge to any holder of shares of
         Series C Preferred Stock for any issue or transfer tax (other than
         taxes in respect of any transfer occurring contemporaneously therewith
         or as a result of the holder being a non-U.S. person) or other
         incidental expense in respect of the issuance of such certificates, all
         of which taxes and expenses shall be paid by the Corporation; 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
         issuance or delivery of shares of Common Stock or Series B Preferred
         Stock in a name other than that of the holder of the Series C Preferred
         Stock to be converted, and no such issuance or delivery shall be made
         unless and until the person requesting such issuance 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.

               (vi) In connection with the mandatory conversion of shares of
         Series C Preferred Stock,

                                       9


                     (A) no fractions of shares of Common Stock shall be issued,
               but in lieu thereof the Corporation shall pay a cash adjustment
               in respect of such fractional interest in an amount equal to such
               fractional interest multiplied by the Market Price per share of
               Common Stock on the Mandatory Conversion Date.

                     (B) no fractions of shares of Series B Preferred Stock
               shall be issued, but in lieu thereof the Corporation shall pay a
               cash adjustment in respect of such fractional interest in an
               amount equal to such fractional interest multiplied by the
               Liquidation Value then in effect per share of Series B Preferred
               Stock on the Mandatory Conversion Date.

         (c) Adjustments to Mandatory Conversion Price. The Mandatory Conversion
Price shall be adjusted from time to time as follows:

               (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Mandatory Conversion Price in effect immediately prior to
         each such issuance or sale will immediately (except as provided below)
         be reduced to the price determined by multiplying (A) the Mandatory
         Conversion Price at which shares of Series C Preferred Stock were
         theretofore convertible by (B) a fraction of which the numerator shall
         be the sum of (1) the number of shares of Common Stock outstanding
         immediately prior to such issuance or sale and (2) the number of
         additional shares of Common Stock that the aggregate consideration
         received by the Corporation for the number of shares of Common Stock so
         offered would purchase at the Market Price per share of Common Stock on
         the last Trading Day immediately preceding such issuance or sale, and
         of which the denominator shall be the number of shares of Common Stock
         outstanding immediately after such issuance or sale. For the purposes
         of any adjustment of the Mandatory Conversion Price pursuant to this
         Section 7(c), the following provisions shall be applicable:

                     (A) In the case of the issuance of Common Stock for cash,
               the amount of the consideration received by the Corporation shall
               be deemed to be the amount of the cash proceeds received by the
               Corporation for such Common Stock before deducting therefrom any
               discounts or commissions allowed, paid or incurred by the
               Corporation for any underwriting or otherwise in connection with
               the issuance and sale thereof.

                     (B) In the case of the issuance of Common Stock (otherwise
               than upon the conversion of shares of Capital Stock or other
               securities of the Corporation) for a consideration in whole or in
               part other than cash, including securities acquired in exchange
               therefor (other than securities by their terms so exchangeable),
               the consideration other than cash shall be deemed to be the fair
               value thereof as determined by the Board of Directors, provided,
               however, that such fair value as determined by the Board of
               Directors shall not exceed the aggregate Market Price of the
               shares of Common Stock being issued as of the date the Board of
               Directors authorizes the issuance of such shares.

                                       10


                     (C) In the case of the issuance of (a) options, warrants or
               other rights to purchase or acquire Common Stock (whether or not
               at the time exercisable) or (b) securities by their terms
               convertible into or exchangeable for Common Stock (whether or not
               at the time so convertible or exchangeable) or options, warrants
               or rights to purchase such convertible or exchangeable securities
               (whether or not at the time exercisable):

                           (1) the aggregate maximum number of shares of Common
                     Stock deliverable upon exercise of such options, warrants
                     or other rights to purchase or acquire Common Stock shall
                     be deemed to have been issued at the time such options,
                     warrants or rights are issued and for a consideration equal
                     to the consideration (determined in the manner provided in
                     Section 7(c)(i) (A) and (B)), if any, received by the
                     Corporation upon the issuance of such options, warrants or
                     rights plus the minimum purchase price provided in such
                     options, warrants or rights for the Common Stock covered
                     thereby;

                           (2) the aggregate maximum number of shares of Common
                     Stock deliverable upon conversion of or in exchange for any
                     such convertible or exchangeable securities, or upon the
                     exercise of options, warrants or other rights to purchase
                     or acquire such convertible or exchangeable securities and
                     the subsequent conversion or exchange thereof, shall be
                     deemed to have been issued at the time such securities were
                     issued or such options, warrants or rights were issued and
                     for a consideration equal to the consideration, if any,
                     received by the Corporation for any such securities and
                     related options, warrants or rights (excluding any cash
                     received on account of accrued interest or accrued
                     dividends), plus the additional consideration (determined
                     in the manner provided in Section 7(c)(i) (A) and (B)), if
                     any, to be received by the Corporation upon the conversion
                     or exchange of such securities, or upon the exercise of any
                     related options, warrants or rights to purchase or acquire
                     such convertible or exchangeable securities and the
                     subsequent conversion or exchange thereof;

                           (3) on any change in the number of shares of Common
                     Stock deliverable upon exercise of any such options,
                     warrants or rights or conversion or exchange of such
                     convertible or exchangeable securities or any change in the
                     consideration to be received by the Corporation upon such
                     exercise, conversion or exchange, but excluding changes
                     resulting from the anti-dilution provisions thereof (to the
                     extent comparable to the anti-dilution provisions contained
                     herein), the Mandatory Conversion Price as then in effect
                     shall forthwith be readjusted to such Mandatory Conversion
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants or rights
                     not exercised prior to such change, or of such convertible
                     or exchangeable securities not converted or exchanged prior
                     to such change, upon the basis of such change;

                                       11


                           (4) on the expiration or cancellation of any such
                     options, warrants or rights (without exercise), or the
                     termination of the right to convert or exchange such
                     convertible or exchangeable securities (without exercise),
                     if the Mandatory Conversion Price shall have been adjusted
                     upon the issuance thereof, the Mandatory Conversion Price
                     shall forthwith be readjusted to such Mandatory Conversion
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants, rights or
                     such convertible or exchangeable securities on the basis of
                     the issuance of only the number of shares of Common Stock
                     actually issued upon the exercise of such options, warrants
                     or rights, or upon the conversion or exchange of such
                     convertible or exchangeable securities; and

                           (5) if the Mandatory Conversion Price shall have been
                     adjusted upon the issuance of any such options, warrants,
                     rights or convertible or exchangeable securities, no
                     further adjustment of the Mandatory Conversion Price shall
                     be made for the actual issuance of Common Stock upon the
                     exercise, conversion or exchange thereof.

               (ii) Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Mandatory Conversion
         Price in effect at the time of the record date for such dividend or
         distribution or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Mandatory Conversion Price at which the shares of
         Series C Preferred Stock were theretofore convertible by a fraction,
         the numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

               (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Mandatory Conversion Price shall be reduced to the price determined by
         multiplying the Mandatory Conversion Price in effect immediately prior
         to the effective date of such Pro Rata Repurchase by a fraction of
         which the numerator shall be the product of the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the Trading Day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all shares validly tendered or exchanged and not
         withdrawn as of such effective date (the shares deemed so accepted, up
         to any maximum, being referred to as the "PURCHASED SHARES") and (B)
         the product of the number of shares of Common Stock outstanding (less
         any Purchased Shares) at such effective date and the Market Price per
         share of Common Stock on the Trading Day next succeeding such effective
         date, such reduction

                                       12


         to become effective immediately prior to the opening of business on the
         day following such effective date.

               (iv) Successive Adjustments. Successive adjustments in the
         Mandatory Conversion Price shall be made, without duplication, whenever
         any event specified in Sections 7(c)(i), (ii) or (iii) or Section 13
         shall occur.

               (v) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 7(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment in the Mandatory Conversion
         Price is required if the amount of such adjustment would be less than
         $0.01; provided, however, that any adjustments which by reason of this
         Section 7(c)(v) are not required to be made will be carried forward and
         given effect in any subsequent adjustment.

               (vi) Adjustment for Unspecified Actions. If the Corporation takes
         any action affecting the Common Stock, other than action described in
         this Section 7(c), which in the opinion of the Board of Directors would
         materially adversely affect the conversion rights of the holders of
         shares of Series C Preferred Stock, the Mandatory Conversion Price may
         be adjusted, to the extent permitted by law, in such manner, if any,
         and at such time, as such Board of Directors may determine in good
         faith to be equitable in the circumstances. Failure of the Board of
         Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

               (vii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the Series C
         Preferred Stock, reduce the then current Mandatory Conversion Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Mandatory
         Conversion Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 7(c).

               (viii) Statement Regarding Adjustments. Whenever the Mandatory
         Conversion Price shall be adjusted as provided in this Section 7(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Mandatory Conversion Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

               (ix) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 7(c) (but only if the
         action of the type described in this Section 7(c) would result in an
         adjustment in the Mandatory Conversion Price or a change in the type of
         securities or property to be delivered upon conversion of the Series C
         Preferred Stock), the Corporation shall, at the time of such notice or
         announcement, and in the case of any

                                       13


         action which would require the fixing of a record date, at least 10
         days prior to such record date, give notice to each holder of shares
         of Series C Preferred Stock, in the manner set forth in Section
         7(c)(ix), which notice shall specify the record date, if any, with
         respect to any such action and the approximate date on which such
         action is to take place. Such notice shall also set forth the facts
         with respect thereto as shall be reasonably necessary to indicate the
         effect on the Mandatory Conversion Price and the number, kind or class
         of shares or other securities or property which shall be deliverable
         upon conversion of the Series C Preferred Stock. Failure to give such
         notice, or any defect therein, shall not affect the legality or
         validity of any such action.

               (x) Miscellaneous. Except as provided in Section 7(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of Series C Preferred Stock of securities
         issuable upon the conversion of the Series C Preferred Stock will be
         made during the term of the Series C Preferred Stock or upon the
         conversion of the Series C Preferred Stock. In addition,
         notwithstanding any of the foregoing, no such adjustment will be made
         for the issuance or conversion of any Securities (as defined in the
         Purchase Agreement).

         8. SPECIAL REDEMPTION.

         (a) Right to Special Redemption.

               (i) From and after the seven-month anniversary of the
         consummation of the AHI Acquisition, subject to the provisions of this
         Section 8, to the extent permitted under the Corporation's senior
         credit facility (including pursuant to refinancings thereof that do not
         contain provisions that restrict the payments pursuant to this Section
         8 that are materially more restrictive than the provisions in the
         Corporation's senior credit facility), each holder of a share of Series
         C Preferred Stock shall have the right, at any time and from time to
         time, at such holder's option, to require the Corporation to redeem any
         or all of such holder's shares of Series C Preferred Stock, in whole or
         in part, at a price per share of Series C Preferred Stock equal to (x)
         the Liquidation Value in effect on the Special Redemption Date (as
         defined herein) times (y) the Market Price of a share of Common Stock
         on the date such holder transmits to the Corporation the notice
         required by Section 8(b)(i)(A) divided by (z) the Special Redemption
         Price. The "SPECIAL REDEMPTION PRICE" shall initially be equal to
         $31.71; provided that as of the seven-month anniversary of the Initial
         Funding Date the Special Redemption Price shall be reduced by 10.00%.
         In any event, the Special Redemption Price shall be subject to
         adjustment as described in Section 8(c).

               (ii) From and after the fifth anniversary of the Initial Funding
         Date, the Corporation shall have the right, at the Corporation's
         option, to redeem outstanding shares of Series C Preferred Stock, from
         time to time, in whole or in part (on a pro rata basis), at a price per
         share of Series C Preferred Stock equal to (x) the Liquidation Value on
         the Special Redemption Date times (y) the Market Price of a share of
         Common Stock on the date on which the Corporation transmits to the
         holders of shares of Series C Preferred Stock to be redeemed the notice
         required by Section 8(b)(i)(B) divided by (z) the Special Redemption
         Price, but only if at the time the Corporation exercises this

                                       14


         option, (A) the average Market Price of the Common Stock for each
         Trading Day during a period of 30 consecutive Trading Days ended within
         10 days prior to the date the Corporation exercises this option exceeds
         210% of the Conversion Price and (B) the Market Price of the Common
         Stock during such period exceeds 210% of the Conversion Price for 15
         consecutive Trading Days during the period referred to in clause (A).

         (b) Mechanics of Special Redemption. A holder of shares of Series C
Preferred Stock or the Corporation, as the case may be, that elects to exercise
its rights to special redemption pursuant to Section 8(a) shall provide notice
to the other party as follows:

               (i) (A) Holder's Notice and Surrender. To exercise its right to
         special redemption pursuant to Section 8(a)(i), a holder of shares of
         Series C Preferred Stock shall surrender the certificate or
         certificates representing such shares of Series C Preferred Stock at
         the office of the Corporation (or any transfer agent of the Corporation
         previously designated in writing by the Corporation to the holders of
         shares of Series C Preferred Stock for this purpose) with a written
         notice of election to be specially redeemed, completed and signed,
         specifying the number of shares to be so redeemed.

              (B) Corporation's Notice. To exercise its right to special
         redemption pursuant to Section 8(a)(ii), the Corporation shall deliver
         written notice to such holder, at least 5 days and no more than 10
         days prior to the Special Redemption Date, specifying: (1) the number
         of shares of Series C Preferred Stock to be redeemed and, if fewer
         than all the shares held by such holder are to be redeemed, the number
         of shares of Series C Preferred Stock to be redeemed by such holder;
         (2) the Special Redemption Date; (3) the consideration per share to be
         received in respect of each share of Series C Preferred Stock to be
         redeemed and the calculation, in accordance with Section 8(a)(ii), of
         such amount; and (4) the place or places where certificates for such
         shares of Series C Preferred Stock are to be surrendered in exchange
         for payment.

               (ii) The "SPECIAL REDEMPTION DATE" is the date that (A) the
         payment of the Redemption Price to each holder with respect to the
         shares to be redeemed is made or (B) such amounts are irrevocably
         deposited in trust with a bank or trust company in good standing for
         the pro rata benefit of the holders of the shares to be redeemed;
         provided that (x) in the case of special redemption pursuant to Section
         8(a)(i), the notice required by Section 8(b)(i)(A) has been transmitted
         to the Corporation and (y) in the case of special redemption pursuant
         to Section 8(a)(ii), the notice required by Section 8(b)(i)(B) has been
         transmitted to the holders of shares of Series C Preferred Stock to be
         redeemed. Each special redemption shall be deemed to have been effected
         immediately prior to the close of business on the Special Redemption
         Date.

               (iii) Notwithstanding any delay by, or failure of, the
         Corporation to pay the Redemption Price to each holder of shares of
         Series C Preferred Shares, or to deposit such amounts in a bank in a
         separate trust account for the sole benefit of the holders, the Market
         Price of a share of Common Stock to be used in calculating any payment
         due to holders of shares of Series C Preferred Stock pursuant to
         Section 8(a) shall be determined as of (x) in the case of special
         redemption pursuant to Section 8(a)(i), the day on which the notice
         required by Section 8(b)(i)(A) shall have transmitted to the
         Corporation and (y)

                                       15


         in the case of special redemption pursuant to Section 8(a)(ii), the
         day on which the notice required by Section 8(b)(i)(B) shall have
         been transmitted to the holders of shares of Series C Preferred Stock
         to be redeemed.

               (iv) The Liquidation Value shall continue to accrete in
         accordance with Section 4 and dividends shall continue to accrue and
         shall be payable in accordance with Section 3 and the holders of Series
         C Preferred Stock shall continue to have all rights as a holder of such
         shares until the Special Redemption Price has either (x) been paid to
         each holder with respect to the shares to be redeemed or (y)
         irrevocably deposited in trust with a bank or trust company in good
         standing for the pro rata benefit of the holders of the shares to be
         redeemed.

               (v) If the Corporation shall have failed to make all payments
         required by this Section 8 to a holder of shares of Series C Preferred
         Stock in respect of shares of Series C Preferred Stock surrendered for
         special redemption in accordance with this Section 8 (x) in the case of
         special redemption pursuant to Section 8(a)(i), then (i) the holders of
         a majority of the then outstanding shares of Series C Preferred Stock
         voting as a single class shall have the right to appoint one director
         to the Corporation's Board of Directors in addition to the Board
         Representative, (ii) the Dividend Rate as set forth in the Certificate
         of Designations with respect to the Series C Preferred Stock shall be
         increased to 10.00%, and (iii) each holder of shares of Series C
         Preferred Stock shall have the right to require the Corporation, by
         giving written notice (the "DEFAULT NOTICE"), to effect a Remarketing;
         provided that all references in Section 6(b) to the "Redemption
         Request" shall be deemed to be changed to "Default Notice" and all
         references to "Liquidation Value" shall be to the "value such Series C
         Preferred Stock would have assuming such Series C Preferred Stock were
         to be converted into shares of Common Stock and Series B Preferred
         Stock (in the manner described in Section 7 without regard to any
         limitations contained therein) and such shares of Series B Preferred
         Stock were converted into shares of Common Stock (in the manner
         described in the Certificate of Designations relating to the Series B
         Preferred Stock without regard to any limitations contained therein)
         based on the Market Price as of the Remarketing."

               (vi) Holders of shares of Series C Preferred Stock at the close
         of business on a Dividend Payment Record Date shall be entitled to
         receive the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the special redemption thereof
         following such Dividend Payment Record Date and prior to such Dividend
         Payment Date. A holder of shares of Series C Preferred Stock on a
         Dividend Payment Record Date who (or whose transferee) tenders any such
         shares for special redemption into shares of Common Stock on such
         Dividend Payment Date will be entitled to receive the dividend payable
         by the Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         special redemption.

               (vii) If fewer than all of the outstanding shares of Series C
         Preferred Stock are specially redeemed pursuant to Section 8(a)(ii),
         the shares shall be specially redeemed on

                                       16


         a pro rata basis (according to the number of shares of Series C
         Preferred Stock held by each holder, with any fractional shares rounded
         to the nearest whole share).

         (c) Adjustments to Special Redemption Price. Special Redemption Price
shall be adjusted from time to time as follows:

               (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Special Redemption Price in effect immediately prior to each
         such issuance or sale will immediately (except as provided below) be
         reduced to the price determined by multiplying (A) the Special
         Redemption Price at which shares of Series C Preferred Stock were
         theretofore deemed to be redeemable by (B) a fraction of which the
         numerator shall be the sum of (1) the number of shares of Common Stock
         outstanding immediately prior to such issuance or sale and (2) the
         number of additional shares of Common Stock that the aggregate
         consideration received by the Corporation for the number of shares of
         Common Stock so offered would purchase at the Market Price per share of
         Common Stock on the last trading day immediately preceding such
         issuance or sale, and of which the denominator shall be the number of
         shares of Common Stock outstanding immediately after such issuance or
         sale. For the purposes of any adjustment of the Special Redemption
         Price pursuant to this Section 8(c), the following provisions shall be
         applicable:

                     (A) In the case of the issuance of Common Stock for cash,
               the amount of the consideration received by the Corporation shall
               be deemed to be the amount of the cash proceeds received by the
               Corporation for such Common Stock before deducting therefrom any
               discounts or commissions allowed, paid or incurred by the
               Corporation for any underwriting or otherwise in connection with
               the issuance and sale thereof.

                     (B) In the case of the issuance of Common Stock (otherwise
               than upon the conversion of shares of Capital Stock or other
               securities of the Corporation) for a consideration in whole or in
               part other than cash, including securities acquired in exchange
               therefor (other than securities by their terms so exchangeable),
               the consideration other than cash shall be deemed to be the fair
               value thereof as determined by the Board of Directors, provided,
               however, that such fair value as determined by the Board of
               Directors shall not exceed the aggregate Market Price of the
               shares of Common Stock being issued as of the date the Board of
               Directors authorizes the issuance of such shares.

                     (C) In the case of the issuance of (a) options, warrants or
               other rights to purchase or acquire Common Stock (whether or not
               at the time exercisable) or (b) securities by their terms
               convertible into or exchangeable for Common Stock (whether or not
               at the time so convertible or exchangeable) or options, warrants
               or rights to purchase such convertible or exchangeable securities
               (whether or not at the time exercisable):

                                       17


                           (1) the aggregate maximum number of shares of Common
                     Stock deliverable upon exercise of such options, warrants
                     or other rights to purchase or acquire Common Stock shall
                     be deemed to have been issued at the time such options,
                     warrants or rights are issued and for a consideration equal
                     to the consideration (determined in the manner provided in
                     Section 8(c)(i) (A) and (B)), if any, received by the
                     Corporation upon the issuance of such options, warrants or
                     rights plus the minimum purchase price provided in such
                     options, warrants or rights for the Common Stock covered
                     thereby;

                           (2) the aggregate maximum number of shares of Common
                     Stock deliverable upon conversion of or in exchange for any
                     such convertible or exchangeable securities, or upon the
                     exercise of options, warrants or other rights to purchase
                     or acquire such convertible or exchangeable securities and
                     the subsequent conversion or exchange thereof, shall be
                     deemed to have been issued at the time such securities were
                     issued or such options, warrants or rights were issued and
                     for a consideration equal to the consideration, if any,
                     received by the Corporation for any such securities and
                     related options, warrants or rights (excluding any cash
                     received on account of accrued interest or accrued
                     dividends), plus the additional consideration (determined
                     in the manner provided in Section 8(c)(i) (A) and (B)), if
                     any, to be received by the Corporation upon the conversion
                     or exchange of such securities, or upon the exercise of any
                     related options, warrants or rights to purchase or acquire
                     such convertible or exchangeable securities and the
                     subsequent conversion or exchange thereof;

                           (3) on any change in the number of shares of Common
                     Stock deliverable upon exercise of any such options,
                     warrants or rights or conversion or exchange of such
                     convertible or exchangeable securities or any change in the
                     consideration to be received by the Corporation upon such
                     exercise, conversion or exchange, but excluding changes
                     resulting from the anti-dilution provisions thereof (to the
                     extent comparable to the anti-dilution provisions contained
                     herein), the Special Redemption Price as then in effect
                     shall forthwith be readjusted to such Special Redemption
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants or rights
                     not exercised prior to such change, or of such convertible
                     or exchangeable securities not converted or exchanged prior
                     to such change, upon the basis of such change;

                           (4) on the expiration or cancellation of any such
                     options, warrants or rights (without exercise), or the
                     termination of the right to convert or exchange such
                     convertible or exchangeable securities (without exercise),
                     if the Special Redemption Price shall have been adjusted
                     upon the issuance thereof, the Special Redemption Price
                     shall forthwith be readjusted to such Special Redemption
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants,

                                       18


                     rights or such convertible or exchangeable securities on
                     the basis of the issuance of only the number of shares
                     of Common Stock actually issued upon the exercise of such
                     options, warrants or rights, or upon the conversion or
                     exchange of such convertible or exchangeable securities;
                     and

                           (5) if the Special Redemption Price shall have been
                     adjusted upon the issuance of any such options, warrants,
                     rights or convertible or exchangeable securities, no
                     further adjustment of the Special Redemption Price shall be
                     made for the actual issuance of Common Stock upon the
                     exercise, conversion or exchange thereof.

               (ii) Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Special Redemption
         Price in effect at the time of the record date for such dividend or
         distribution or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Special Redemption Price at which the shares of Series
         C Preferred Stock were theretofore redeemable by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

               (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Special Redemption Price shall be reduced to the price determined by
         multiplying the Special Redemption Price in effect immediately prior to
         the effective date of such Pro Rata Repurchase by a fraction of which
         the numerator shall be the product of (x) the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the trading day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all Purchased Shares and (B) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at such effective date and the Market Price per share of Common
         Stock on the trading day next succeeding such effective date, such
         reduction to become effective immediately prior to the opening of
         business on the day following such effective date.

               (iv) Successive Adjustments. Successive adjustments in the
         Special Redemption Price shall be made, without duplication, whenever
         any event specified in Sections 8(c)(i), (ii) or (iii) or Section 13
         shall occur.

               (v) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 8(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment

                                       19


         in the Special Redemption Price is required if the amount of such
         adjustment would be less than $0.01; provided, however, that any
         adjustments which by reason of this Section 8(c)(v) are not required to
         be made will be carried forward and given effect in any subsequent
         adjustment.

               (vi) Adjustment for Unspecified Actions. If the Corporation takes
         any action affecting the Common Stock, other than action described in
         this Section 8(c), which in the opinion of the Board of Directors would
         materially adversely affect the special redemption rights of the
         holders of shares of Series C Preferred Stock, the Deemed Conversion
         Price may be adjusted, to the extent permitted by law, in such manner,
         if any, and at such time, as such Board of Directors may determine in
         good faith to be equitable in the circumstances. Failure of the Board
         of Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

               (vii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the shares of Series
         C Preferred Stock, reduce the then current Special Redemption Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Special
         Redemption Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 8(c).

               (viii) Statement Regarding Adjustments. Whenever the Special
         Redemption Price shall be adjusted as provided in this Section 8(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Special Redemption Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

               (ix) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 8(c) (but only if the
         action of the type described in this Section 8(c) would result in an
         adjustment in the Special Redemption Price), the Corporation shall, at
         the time of such notice or announcement, and in the case of any action
         which would require the fixing of a record date, at least 10 days prior
         to such record date, give notice to each holder of shares of Series C
         Preferred Stock, in the manner set forth in Section 8(c)(viii), which
         notice shall specify the record date, if any, with respect to any such
         action and the approximate date on which such action is to take place.
         Such notice shall also set forth the facts with respect thereto as
         shall be reasonably necessary to indicate the effect on the Special
         Redemption Price and the number, kind or class of shares or other
         securities or property, if any, which shall be deliverable upon special
         redemption of the shares of Series C Preferred Stock. Failure to give
         such notice, or any defect therein, shall not affect the legality or
         validity of any such action.

                                       20


               (x) Miscellaneous. Except as provided in Section 8(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of shares of Series C Preferred Stock of
         amounts payable upon the special redemption of the shares of Series C
         Preferred Stock will be made during the term of the shares of Series C
         Preferred Stock or upon the special redemption of the shares of Series
         C Preferred Stock. In addition, notwithstanding any of the foregoing,
         no such adjustment will be made for the issuance or conversion of any
         Securities (as defined in the Purchase Agreement).

         9. STATUS OF SHARES. All shares of Series C Preferred Stock that are at
any time redeemed pursuant to Section 5, converted pursuant to Section 7 or
specially redeemed pursuant to Section 8 and all shares of Series C Preferred
Stock that are otherwise reacquired by the Corporation shall (upon compliance
with any applicable provisions of the laws of the State of Delaware) have the
status of authorized but unissued shares of preferred stock, without designation
as to series, subject to reissuance by the Board of Directors as shares of any
one or more other series.

         10. VOTING RIGHTS.

         (a) The holders of record of shares of Series C Preferred Stock shall
not be entitled to any voting rights except as hereinafter provided in this
Section 10 or as otherwise provided by law.

         (b) The holders of the shares of Series C Preferred Stock shall be
entitled to notice of all stockholders' meetings in accordance with the
Certificate of Incorporation and Bylaws of the Corporation as if they are
holders of Common Stock.

         (c) So long as at least one-third of the aggregate outstanding shares
of Series C Preferred Stock issued prior to the date of determination remain
outstanding, the Corporation shall not, without the written consent or
affirmative vote at a meeting called for that purpose by holders of at least a
majority of the outstanding shares of Series C Preferred Stock:

               (i) (x) amend, alter or repeal any provision of the Corporation's
         By-laws or Certificate of Incorporation (by merger or otherwise) so as
         to adversely affect the rights, privileges or economics of the Series C
         Preferred Stock; provided that the creation, authorization or issuance
         of any Junior Securities shall not by itself be deemed to have any such
         adverse effect or (y) adopt or permit to be effective any "share
         purchase rights plan" or similar instrument that would have the effect
         of diluting the economic or voting interest in the Corporation of the
         Investor or any holder of Series B Preferred Stock or Series C
         Preferred Stock;

               (ii) create, authorize or issue any Senior Securities or any
         Parity Securities or increase the issued and authorized number of
         shares of Series B Preferred Stock or Series C Preferred Stock, or any
         security convertible into, or exchangeable or exercisable for, shares
         of Senior Securities or Parity Securities, in each case other than the
         creation and issuance of the Series B Preferred Stock pursuant to the
         Purchase Agreement;

               (iii) split, reverse split, subdivide, reclassify or combine the
         Series C Preferred Stock;

                                       21


               (iv) incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), or permit any
         Subsidiary to incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), any indebtedness,
         distribute or permit any non-wholly owned Subsidiary (it being agreed
         that any Subsidiary that would be wholly owned but for directors'
         qualifying shares or other similar de minimis equity interests shall be
         deemed to be wholly owned for the purposes of this clause (iv)) to
         distribute to any securityholders any asset, purchase or permit any
         Subsidiary to purchase any securities issued by the Corporation or any
         Subsidiary or pay or permit any non-wholly owned Subsidiary to pay any
         dividend, if following such transaction, (A) (x) indebtedness divided
         by (y) pro forma EBITDA would be in excess of 4.1; or, (B) (x) the sum
         of (1) indebtedness and (2) Base Liquidation Value of the outstanding
         preferred stock divided by (y) pro forma EBITDA would be in excess of
         5.35. For purposes of these calculations, the terms "indebtedness," and
         "pro forma EBITDA" shall have the meaning attributed to such terms (or
         their functional equivalent) under the Corporation's most significant
         senior credit agreement as such agreement may exist on the date of
         determination or, if no such agreement shall exist on the date of
         determination, the meaning attributed to such terms (or their
         functional equivalent) in the Corporation's most recent senior credit
         agreement, in each case, for the purposes of evaluating the
         Corporation's compliance with financial covenants and as used in this
         clause (iv) the term "Base Liquidation Value" shall have for the
         purposes of each series of preferred stock the meaning assigned to such
         term in the Certificate of Designations relating to such series;

               (v) increase the number of directors on the Corporation's Board
         of Directors above nine; and

               (vi) take any other action that (A) adversely affects the rights
         or privileges of any holder of Series B Preferred Stock or (B)
         adversely affects the economics of any holder of Series B Preferred
         Stock in a manner that disproportionately affects holders of Series B
         Preferred Stock as compared to holders of the Common Stock, it being
         understood that for purposes of subclause (B) any action approved by
         the Designated Director shall not be deemed to have any such adverse
         effect, and provided, further, that operating the business of the
         Corporation in the ordinary course, as determined in good faith by the
         Board of Directors, which shall include including making acquisitions
         or incurring further indebtedness, does not require any approval under
         this clause (vi)(B) so long as such action would not expressly require
         approval of holders of Series C Preferred Stock under any of the
         foregoing clauses (i) through (v) above;

provided that no such consent or vote of the holders of Series C Preferred Stock
shall be required if at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such securities is to be
made, as the case may be, all shares of Series C Preferred Stock at the time
outstanding shall have been converted by the Corporation in accordance with
Section 7(a) hereof.

         (d) The consent or votes required in Section 10(c) shall be in addition
to any approval of stockholders of the Corporation which may be required by law
or pursuant to any provision of

                                       22


the Corporation's Certificate of Incorporation or Bylaws, which approval shall
be obtained by vote of the stockholders of the Corporation in the manner
provided in Section 10(b).

         11. DEFINITIONS.

         Unless the context otherwise requires, when used herein the following
terms shall have the meaning indicated.

         "ACQUISITION" means the closing of the acquisitions by the Corporation
         of AHI, in accordance with the terms of the AHI Acquisition Agreement.

         "AFFILIATE" means with respect to any Person, any other Person
         directly, or indirectly through one or more intermediaries,
         controlling, controlled by or under common control with such Person.
         For purposes of this definition, the term "control" (and correlative
         terms "controlling," "controlled by" and "under common control with")
         means possession of the power, whether by contract, equity ownership or
         otherwise, to direct the policies or management of a Person.

         "AHI" means American Household, Inc.

         "AHI ACQUISITION AGREEMENT" means the Securities Purchase Agreement,
         dated as of September 19, 2004, among the Corporation and the Sellers
         identified therein in the form in which it exists on the date hereof as
         such may be amended in accordance with Section 3.1(d) of the Purchase
         Agreement.

         "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" is defined in Rules 13d-3
         and 13d-5 of the Exchange Act, but without taking into account any
         contractual restrictions or limitations on voting or other rights.

         "BOARD OF DIRECTORS" means the board of directors of the Corporation.

         "BUSINESS COMBINATION" means (i) any reorganization, consolidation,
         merger, share exchange or similar business combination transaction
         involving the Corporation with any Person or (ii) the sale, assignment,
         conveyance, transfer, lease or other disposition by the Corporation of
         all or substantially all of its assets.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
         corporation or company, any and all shares, interests, participations
         or other equivalents (however designated) of capital or capital stock
         of such Person and (ii) with respect to any Person that is not a
         corporation or company, any and all partnership or other equity
         interests of such Person.

         "CHANGE IN CONTROL" shall mean the happening of any of the following
         events:

              (a) The acquisition by any Person (other than Warburg Pincus LLC
         or any of its Affiliates) of Beneficial Ownership of 50% or more of
         either (A) the then-outstanding shares of Common Stock of the
         Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (B) the
         combined voting power of the then-outstanding voting securities of the
         Corporation entitled to vote generally in the election of directors
         (the "OUTSTANDING

                                       23


         CORPORATION VOTING SECURITIES"); provided, however, that, for purposes
         of this definition, the following acquisitions shall not constitute a
         Change in Control: (i) any acquisition directly from the Corporation,
         (ii) any acquisition by the Corporation, (iii) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Corporation or any company that is an Affiliate of the Corporation or
         (iv) any acquisition by any corporation pursuant to a transaction that
         complies with (c)(A) and (c)(B) in this definition; or

              (b) Individuals who, as of the date hereof, constitute the Board
         of Directors (the "INCUMBENT BOARD") cease for any reason to constitute
         at least a majority of the Board of Directors; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Corporation's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board; or

              (c) Consummation of a Business Combination, in each case, unless,
         following such Business Combination, (A) all or substantially all of
         the individuals and entities that were the Beneficial Owners of the
         Outstanding Corporation Common Stock and the Outstanding Corporation
         Voting Securities immediately prior to such Business Combination
         Beneficially Own, directly or indirectly, not less than 50% of the
         then-outstanding shares of common stock and the combined voting power
         of the then-outstanding voting securities entitled to vote generally in
         the election of directors, as the case may be, of the corporation
         resulting from such Business Combination (including, without
         limitation, a corporation that, as a result of such transaction, owns
         the Corporation or all or substantially all of the Corporation's assets
         either directly or through one or more subsidiaries) in substantially
         the same proportions as their ownership immediately prior to such
         Business Combination of the Outstanding Corporation Common Stock and
         the Outstanding Corporation Voting Securities, as the case may be, and
         (B) no Person (excluding any corporation resulting from such Business
         Combination or any employee benefit plan (or related trust) of the
         Corporation or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 50% or more of,
         respectively, the then-outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then-outstanding voting securities of such
         corporation; or

              (d) Approval by the shareholders of the Corporation of a complete
         liquidation or dissolution of the Corporation.

         "CHANGE IN CONTROL THRESHOLD PRICE" means (a) during the period
         beginning on the Initial Funding Date and ending on the day immediately
         preceding the first anniversary of the Initial Funding Date, $34.10 per
         share of Common Stock, (b) during the period beginning on the first
         anniversary of the Initial Funding Date and ending on the day
         immediately preceding the second anniversary of the Initial Funding
         Date, $36.25 per share of Common Stock, (c) during the period beginning
         on the second anniversary of the Initial Funding Date and ending on the
         day immediately preceding the third anniversary of the Initial Funding
         Date, $39.20 per share of Common Stock, (d) during the period

                                       24


         beginning on the third anniversary of the Initial Funding Date and
         ending on the day immediately preceding the fourth anniversary of the
         Initial Funding Date, $42.10 per share of Common Stock and (e) during
         the period beginning on the fourth anniversary of the Initial Funding
         Date and ending on the day immediately preceding the fifth anniversary
         of the Initial Funding Date, $45.40 per share of Common Stock; provided
         that in the event the Corporation shall (A) declare a dividend on the
         Common Stock payable in Common Stock, (B) subdivide the outstanding
         Common Stock, (C) combine the outstanding Common Stock into a smaller
         number of Common Stock or (D) issue any shares of its capital stock in
         a reclassification of the Common Stock (including any such
         reclassification in connection with a share exchange, consolidation or
         merger in which the Corporation is the continuing or surviving
         corporation) (whether or not permitted by this Certificate) the
         aforementioned prices in effect at the time of the record date for such
         dividend or of the effective date of such subdivision, combination or
         reclassification shall be proportionately adjusted.

         "COMMON STOCK" means the Common Stock of the Corporation, par value
         $0.01 per share.

         "CORPORATION COMPETITOR" shall mean any person that derives more than
         10% of such persons' total annual revenues for its most recently
         completed fiscal year from a business that competes in a material way
         with a business that represents more than 5% of the consolidated
         revenues of the Corporation and its Subsidiaries for its most recently
         completed fiscal year.

         "DESIGNATED DIRECTOR" shall mean the Person, if any, designated as
         "Board Representative" in accordance with Section 4.4 of the Purchase
         Agreement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
         or any successor statute, and the rules and regulations promulgated
         thereunder.

         "EXCLUDED STOCK" means (i) shares of Common Stock issued by the
         Corporation as a stock dividend payable in shares of Common Stock, or
         upon any subdivision or split-up of the outstanding shares of Capital
         Stock in each case which is subject to the provisions of Section
         7(c)(ii), or upon conversion of shares of Capital Stock (but not the
         issuance of such Capital Stock which will be subject to the provisions
         of Section 7(c)(i)(C)), (ii) the issuance of shares of Common Stock in
         any bona fide underwritten public offering, (iii) the issuance of
         shares of Common Stock (including upon exercise of options) to
         directors, advisors, employees or consultants of the Corporation
         pursuant to a stock option plan, restricted stock plan or other
         agreement approved by the Board of Directors or the Corporation's
         employee stock purchase plan, (iv) the issuance of shares of Common
         Stock in connection with acquisitions of assets or securities of
         another Person (other than issuances to Persons that were affiliates of
         the Corporation at the time that the agreement with respect to such
         issuance was entered into), (v) the issuance of shares of Common Stock
         upon exercise of the Series C Preferred Stock and the Series B
         Preferred Stock and (vi) warrants issued to lenders of non-convertible
         debt and the Common Stock issuable upon the exercise of such warrants;
         provided, that the Common Stock issuable in respect of such warrants
         does not exceed, in the aggregate with respect to all such

                                       25


         issuances of such warrants, 2.00% of the issued and outstanding shares
         of Common Stock.

         "INITIAL FUNDING DATE" means the date on which the Cash Proceeds (as
         defined in the Purchase Agreement) are delivered to the Escrow Agent
         (as defined in the Purchase Agreement) in accordance with the Purchase
         Agreement.

         "MARKET PRICE" means, with respect to a particular security, on any
         given day, the volume weighted average price or, in case no such
         reported sales take place on such day, the average of the highest asked
         and lowest bid prices regular way, in either case on the principal
         national securities exchange on which the applicable security is listed
         or admitted to trading, or if not listed or admitted to trading on any
         national securities exchange, (i) the average of the highest and lowest
         sale prices for such day reported by the Nasdaq Stock Market if such
         security is traded over-the-counter and quoted in the Nasdaq Stock
         Market, or (ii) if such security is so traded, but not so quoted, the
         average of the highest reported asked and lowest reported bid prices of
         such security as reported by the Nasdaq Stock Market or any comparable
         system, or (iii) if such security is not listed on the Nasdaq Stock
         Market or any comparable system, the average of the highest asked and
         lowest bid prices as furnished by two members of the National
         Association of Securities Dealers, Inc. selected from time to time by
         the Corporation for that purpose. If such security is not listed and
         traded in a manner that the quotations referred to above are available
         for the period required hereunder, the Market Price per share of Common
         Stock shall be deemed to be the fair value per share of such security
         as determined in good faith by the Board of Directors.

         "PERSON" means an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act).

         "PRO RATA REPURCHASES" means any purchase of shares of Common Stock by
         the Corporation or any Affiliate thereof pursuant to any tender offer
         or exchange offer subject to Section 13(e) of the Exchange Act, or
         pursuant to any other offer available to substantially all holders of
         Common Stock, whether for cash, shares of capital stock of the
         Corporation, other securities of the Corporation, evidences of
         indebtedness of the Corporation or any other person or any other
         property (including, without limitation, shares of capital stock, other
         securities or evidences of indebtedness of a Subsidiary of the
         Corporation), or any combination thereof, effected while any shares of
         Series C Preferred Stock are outstanding; provided, however, that "Pro
         Rata Repurchase" shall not include any purchase of shares by the
         Corporation or any Affiliate thereof made in accordance with the
         requirements of Rule 10b-18 as in effect under the Exchange Act. The
         "Effective Date" of a Pro Rata Repurchase shall mean the date of
         acceptance of shares for purchase or exchange under any tender or
         exchange offer which is a Pro Rata Repurchase or the date of purchase
         with respect to any Pro Rata Repurchase that is not a tender or
         exchange offer.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
         September 19, 2004, among the Corporation and the purchasers named
         therein, including all schedules and exhibits thereto, as the same may
         be amended from time to time.

                                       26


         "SERIES B PREFERRED STOCK" shall mean the Series B Preferred Stock of
         the Corporation issued or to be issued, in accordance with the Purchase
         Agreement.

         "SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
         stock with voting power, under ordinary circumstances, to elect
         directors is at the time of determination, directly or indirectly,
         owned by such Person or by one or more Subsidiaries of such Person, or
         (ii) any other entity (other than a corporation) in which such Person
         or one or more Subsidiaries of such Person, directly or indirectly, at
         the date of determination thereof has at least a majority ownership
         interest.

         "TRADING DAY" means any day that the New York Stock Exchange, Inc. is
         open for trading.

         "TRANSFER" shall mean any sale, transfer, assignment, pledge or other
         disposition or encumbrance.

         12. MERGER OR CONSOLIDATION OF THE CORPORATION.

         The Corporation will not merge or consolidate into, or sell, transfer
or lease all or substantially all of its property to, any other corporation
unless the successor, transferee or lessee corporation, as the case may be (if
not the Corporation), (a) expressly assumes the due and punctual performance and
observance of each and every covenant and condition of this Certificate to be
performed and observed by the Corporation and (b) expressly agrees to exchange,
at the holder's option, shares of Series C Preferred Stock for shares of the
surviving corporation's capital stock on terms substantially similar to the
terms under this Certificate. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock
referred to in Section 7(c)(ii)), lawful provision shall be made as part of the
terms of such Business Combination or reclassification whereby the holder of
each share of Series C Preferred Stock then outstanding shall have the right
thereafter to convert such share only into the kind and amount of securities,
cash and other property receivable upon the Business Combination or
reclassification by a holder of the number of shares of Common Stock into which
a share of Series C Preferred Stock would have been convertible immediately
prior to the Business Combination or reclassification. The Corporation, the
Person formed by the consolidation or resulting from the merger or which
acquires such assets or which acquires the Corporation's shares, as the case may
be, shall make provisions in its certificate or articles of incorporation or
other constituent documents to establish such rights and to ensure that the
dividend, voting and other rights of the holders of Series C Preferred Stock
established herein are unchanged, except as required by applicable law. The
certificate or articles of incorporation or other constituent documents shall
provide for adjustments, which, for events subsequent to the effective date of
the certificate or articles of incorporation or other constituent documents,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in Section 7 and in Section 8.

         13. RESTRICTIONS ON TRANSFER.

         Without the prior written consent of the Corporation, a holder of
shares of Series C Preferred Stock may not transfer such shares of Series C
Preferred Stock to any person if such

                                       27


person (i) is a Corporation Competitor or (ii) has not executed a joinder
agreement pursuant to which it has agreed to be bound by the Purchase Agreement
provided that the foregoing transfer restrictions shall not apply to Permitted
Transfers (as defined in the Purchase Agreement).

         14. NO OTHER RIGHTS.

         The shares of Series C Preferred Stock shall not have any relative,
participating, optional or other special rights and powers except as set forth
herein or as may be required by law.

         This Certificate shall become effective upon the filing thereof with
the Secretary of State of the State of Delaware.

                                       28


         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
19th day of January, 2005.

                                             JARDEN CORPORATION


                                             By: /s/ Ian Ashken
                                                 -------------------------------
                                                 Name:  Ian Ashken
                                                 Title: Chief Financial Officer
                                                        and Secretary









                            CERTIFICATE OF CORRECTION
                                       OF
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
   AND RIGHTS OF SERIES C MANDATORY CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION


                        Pursuant to Section 103(f) of the
                General Corporation Law of the State of Delaware

         This certificate of correction is being duly executed and filed by the
undersigned to correct the certificate of designations of a domestic corporation
under the provisions of Section 103(f) of the Delaware General Corporation Law.
It is hereby certified as follows:

         1.   The name of the corporation (the "CORPORATION") is: Jarden
              Corporation.

         2.   The title and date of filing of the Corporation's certificate to
              be corrected by virtue of this certificate of correction is as
              follows: Certificate of Designations, Preferences and Rights of
              Series C Mandatory Convertible Participating Preferred Stock of
              the Corporation (the "CERTIFICATE OF DESIGNATIONS"), filed with
              the Secretary of State of the State of Delaware on January 19,
              2005.

         3.   The inaccuracy or defect of the Certificate of Designations to be
              corrected is as follows: in the second line of Section 13 of the
              Certificate of Designations, the term "transfer" is not
              capitalized.

         4.   In order to correct the foregoing inaccuracy or defect, the word
              "transfer" in the second line of Section 13 of the Certificate of
              Designations is corrected to read "Transfer".



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
24th day of January, 2005.

                                  JARDEN CORPORATION


                                  By: /s/ Desiree DeStefano
                                     ------------------------------------------
                                     Name: Desiree DeStefano
                                     Title: Senior Vice President