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                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 07/09/1999
                                                          991281582 - 2282086


              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                     SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                            THE COLEMAN COMPANY, INC.


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


                  We, Bobby G. Jenkins, Executive Vice President and Steven
R. Isko, Vice President and General Counsel, of The Coleman Company, Inc.
(the "Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, pursuant to Section 151(g) thereof
and in accordance with the provisions of Section 103 thereof, DO HEREBY
CERTIFY:

                  That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board
of Directors of the Corporation on July 8, 1999 adopted the following
resolution creating a series of 3,000,000 shares of Preferred Stock
designated as Series A Participating Preferred Stock:

                  RESOLVED, that pursuant to the authority vested in the
Board of Directors of this Corporation in accordance with the provisions of
its Certificate of Incorporation, a series of Preferred Stock of the
Corporation be and it hereby is created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:

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                  Section 1. DESIGNATION AND AMOUNT. The shares of such
series shall be designated as "Series A Participating Preferred Stock" and
the number of shares constituting such series shall be 3,000,000.

                  Section 2.  DIVIDENDS AND DISTRIBUTIONS.

                  (A) The holders of outstanding shares of Series A
Participating Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, in preference to any dividends on (i) the Common Stock, par value
$0.01 per share, of the Corporation (the "Common Stock") or (ii) any other
class of capital stock of the Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Participating Preferred Stock, cash dividends in an amount per annum per
share equal to 7.0% of the price per share paid in connection with the first
issuance by the Corporation of shares of Series A Participating Stock (the
"Preferred Per Share Issue Price"). Such dividends shall accrue and be
payable at the earlier of (i) the time any liquidating distribution is made
to the holders of of the Series A Preferred Stock and (ii) the time the
shares of Series A Participating Preferred Stock are exchanged or changed
pursuant to Section 7 hereof in connection with a transaction referred to
therein.

                  (B) In case the Corporation shall at any time or from time
to time declare a dividend or other distribution on the Common Stock (other
than a dividend payable in shares of Common Stock), the holders of shares of
Series A Participating Preferred Stock shall be entitled to receive from the
Corporation, with respect to each share of Series A Participating Preferred
Stock held, the same dividend or other distribution received by a holder of
one (1) share of Common Stock.

                  (C) The Corporation shall declare a dividend or
distribution on the Series A Participating Preferred Stock as provided in
Paragraph (B) above im-

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mediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

                  (D) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Participating Preferred Stock from the date of
issuance by the Corporation of such shares of Series A Participating
Preferred Stock. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Participating Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series A
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30
days prior to the date fixed for the payment thereof.

                  Section 3. VOTING RIGHTS. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:

                  (A) Each share of Series A Participating Preferred Stock
shall entitle the holder thereof to one vote on all matters submitted to a
vote of the stockholders of the Corporation.

                  (B) Except as otherwise provided by law, the holders of
shares of Series A Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

                  (C) Except as otherwise required by law, holders of Series
A Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for the taking of any
corporate action.

                  Section 4.  CERTAIN RESTRICTIONS.

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                  (A) As long as any shares of Series A Participating
Preferred Stock are outstanding, the Corporation shall not issue any shares
of Common Stock as a dividend or distribution on or with respect to, or in
connection with a subdivision or split of, any outstanding shares of Common
Stock unless, at the same time, the Corporation shall issue additional shares
of Series A Participating Preferred Stock to the holders of the outstanding
shares of Series A Participating Preferred Stock such that the percentage of
the total number of outstanding shares of capital stock of the Corporation
(both Preferred Stock and Common Stock) represented by the outstanding shares
of Series A Participating Preferred Stock is the same after such issuance as
it was before such issuance.

                  (B) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as
provided in Section 2 hereof are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on the
shares of Series A Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:

                                        (i) declare or pay dividends on, make
          any other distributions on, or redeem or purchase or otherwise acquire
          for consideration any shares of the Corporation's capital stock
          ranking junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Participating Preferred
          Stock;

                                        (ii) declare or pay dividends on or make
          any other distributions on any shares of the Corporation's capital
          stock ranking PARI PASSU (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series A Participating Preferred
          Stock, except dividends paid ratably on the Series A Participating
          Preferred Stock and all such PARI PASSU stock on which dividends are

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          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled; or

                                        (iii) redeem or purchase or otherwise
          acquire for consideration shares of any stock ranking PARI PASSU
          (either as to dividends or upon liquidation, dissolution or winding
          up) with the Series A Participating Preferred Stock, provided that the
          Corporation may at any time redeem, purchase or otherwise acquire
          shares of any such PARI PASSU stock in exchange for shares of any
          capital stock of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding up) to the
          Series A Participating Preferred Stock.

                   (C) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, under
Paragraph (B) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.

                  Section 5. REACQUIRED SHARES. Any shares of Series A
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued
as part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

                  Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of the
Corporation's capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating
Preferred Stock unless, prior thereto, the

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holders of shares of Series A Participating Preferred Stock shall have
received (a) an amount per share equal to the Preferred Per Share Issue Price
plus (b) an amount per share equal to the accrued and unpaid dividends and
distributions with respect to such share, whether or not declared, to the
date of such payment (collectively, the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation
Preference in respect of all outstanding shares of Series A Participating
Preferred Stock, holders of shares of Common Stock shall be entitled to
receive an amount per share of Common Stock equal to the Preferred Per Share
Issue Price. Following payment of the amounts provided for in the immediately
preceding sentence in respect of all outstanding shares of Common Stock,
holders of shares of Series A Participating Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed, with each outstanding share of Series
A Participating Preferred Stock and each share of Common Stock receiving the
same amount.

                  Section 7. CONSOLIDATION, MERGER, ETC. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction (other than the merger of a wholly owned Sunbeam subsidiary with
and into the Corporation) in which the shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Participating
Preferred Stock shall at the same time be similarly exchanged or changed in
an amount per share equal to the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.





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                  IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of
perjury this 9th day of July, 1999.

                                             /s/ BOBBY G. JENKINS
                                             ----------------------------------
                                             Bobby G. Jenkins
                                             Executive Vice President


Attest:


/s/ STEVEN ISKO
----------------------------------
Steven R. Isko
Vice President and General Counsel










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