<PAGE>

                                                                   EXHIBIT 3.2




                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RIGHTS OF 14.25% SENIOR EXCHANGEABLE
                            PREFERRED STOCK DUE 2007

                                       OF

                              DPC TRANSITION CORP.

             PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

         We, the undersigned, George B. Kelly, President, and Kenneth B.
Fenelon, Assistant Secretary, of DPC Transition Corp., a Delaware corporation
(hereinafter called the "CORPORATION"), pursuant to the provisions of Sections
103 and 151 of the General Corporation Law of the State of Delaware, do hereby
make this Certificate of Designations and do hereby state and certify that
pursuant to the authority expressly vested in the Board of Directors of the
Corporation by the Certificate of Incorporation, the Board of Directors duly
adopted the following resolution:

         RESOLVED, that, pursuant to Article FOURTH of the Certificate of
Incorporation (which authorizes ten million shares of preferred stock, $0.01 par
value ("PREFERRED STOCK"), of which no shares of Preferred Stock are currently
issued and outstanding), the Board of Directors hereby fixes the powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions, of a
series of Preferred Stock.

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

         (1) NUMBER AND DESIGNATION. 3,000,000 shares of the Preferred Stock of
the Corporation shall be designated as 14.25% Senior Exchangeable Preferred
Stock Due 2007 (the "SENIOR PREFERRED STOCK").

         (2) RANK. The Senior Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up, rank prior to all
classes of the or series of common stock of the Corporation, including the




                                     - 1 -
<PAGE>

Corporation's Class A or Class B common stock, $0.0001 par value ("COMMON
STOCK") and each other class of capital stock of the Corporation, the terms of
which provide that such class shall rank junior to the Senior Preferred Stock or
the terms of which do not specify any rank relative to the Senior Preferred
Stock. All equity securities of the Corporation to which the Senior Preferred
Stock ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding up or otherwise), including the Common Stock, are
collectively referred to herein as the "JUNIOR SECURITIES." All equity
securities of the Corporation with which the Senior Preferred Stock ranks on a
parity (whether with respect to dividends or upon liquidation, dissolution or
winding up) are collectively referred to herein as the "PARITY SECURITIES." The
respective definitions of Junior Securities and Parity Securities shall also
include any rights or options exercisable for or convertible into any of the
Junior Securities and Parity Securities, as the case may be. The Senior
Preferred Stock shall be subject to the creation of Junior Securities and Parity
Securities.


         (3) DIVIDENDS. (a) (i) The holders of shares of Senior Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available for the payment of dividends,
dividends (subject to Sections 3(a)(ii) and (iii) hereof) at the rate of 14.25%
per annum (computed on the basis of a 360 day year) (the "DIVIDEND RATE") on the
Liquidation Value of each share of Senior Preferred Stock on and as of the most
recent Dividend Payment Date (as defined below). In the event the Corporation is
unable or shall fail to discharge its obligation to redeem all outstanding
shares of Senior Preferred Stock pursuant to paragraph 5(c) or 5(d) hereof, the
Dividend Rate shall increase by .25 percent per quarter (each, a "DEFAULT
DIVIDEND") for each quarter or portion thereof following the date on which such
redemption was required to be made until cured, provided that the aggregate
increase shall not exceed 3%. Such dividends shall be payable in the manner set
forth below in Sections 3(a)(ii) and (iii) quarterly on March 31, June 30,
September 30, and December 31 of each year (unless such day is not a business
day, in which event on the next succeeding business day) (each of such dates
being a "DIVIDEND PAYMENT DATE" and each such quarterly period being a "DIVIDEND
PERIOD"). Such dividends shall be cumulative from the date of issue, whether or
not in any Dividend Period or Periods there



                                     - 2 -
<PAGE>
shall be funds of the Corporation legally available for the payment of such
dividends.

                  (ii) Prior to the fifth anniversary of the issuance of the
         Senior Preferred Stock (the "CASH PAY DATE"), dividends shall not be
         payable in cash to holders of shares of Senior Preferred Stock but
         shall, subject to Section 3(b) hereof, accrete to the Liquidation Value
         in accordance with Section 4(a) hereof.

                  (iii) Following the Cash Pay Date, each such dividend shall be
         payable in cash on the Liquidation Value per share of the Senior
         Preferred Stock, in equal quarterly amounts, (to which the Default
         Dividend, if any, shall be added) to the holders of record of shares of
         the Senior Preferred Stock, as they appear on the stock records of the
         Corporation at the close of business on such record dates, not more
         than 60 days or less than 10 days preceding the payment dates thereof,
         as shall be fixed by the Board of Directors. Accrued and unpaid
         dividends for any past Dividend Periods may be declared and paid at any
         time, without reference to any Dividend Payment Date, to holders of
         record on such date, not more than 45 days preceding the payment date
         thereof, as may be fixed by the Board of Directors.

         (b) At the written request of the holders of a majority of the shares
of Senior Preferred Stock (provided, that at the time such request is made, DLJ
Merchant Banking Funding, Inc. or any of its affiliates shall not own any shares
of Senior Preferred Stock), the Corporation shall, commencing on the first
Dividend Payment Date after such request and ending on the Cash Pay Date, be
required to pay all dividends on shares of Senior Preferred Stock by the
issuance of additional shares of Senior Preferred Stock ("ADDITIONAL SHARES").
The Additional Shares shall be identical to all other shares of Senior Preferred
Stock, except as set forth in Section 4. For the purposes of determining the
number of Additional Shares to be issued as dividends pursuant to this Paragraph
(b), such Additional Shares shall be valued at their Applicable Liquidation
Value as provided in Section 4(c).

         (c) Holders of shares of Senior Preferred Stock shall not be entitled
to any dividends, whether payable in cash, property or stock, in excess of the
cumulative dividends, as herein provided, on the Senior Preferred Stock.



                                     - 3 -

<PAGE>


Except as provided in this Section 3, no interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on the
Senior Preferred Stock that may be in arrears.

         (d) So long as any shares of the Senior Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Parity Securities, for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on the Senior Preferred Stock for all Dividend Periods
terminating on or prior to the date of payment of the dividend on such class or
series of Parity Securities. When dividends are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon shares of the Senior Preferred Stock and all dividends declared
upon any other class or series of Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
Senior Preferred Stock and accumulated and unpaid on such Parity Securities.

         (e) So long as any shares of the Senior Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Junior Securities) shall be declared or paid or set apart for payment or other
distribution declared or made upon 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 an employee incentive or benefit plan of the Corporation or any
subsidiary) (all such dividends, distributions, redemptions or purchases being
hereinafter referred to as a "JUNIOR SECURITIES DISTRIBUTION") for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation, directly or
indirectly (except by conversion into or exchange for Junior Securities), unless
in each case (i) the full cumulative dividends on all outstanding shares of the
Senior Preferred Stock and any other Parity Securities shall have been paid or
set apart for payment for all past Dividend Periods with respect to the Senior
Preferred Stock and all past dividend periods with respect to such Parity
Securities and (ii) sufficient funds shall have been paid or set apart for the
payment of the dividend for the current Dividend Period with respect to the
Senior Preferred Stock and the current dividend period with respect to such
Parity Securities.


                                     - 4 -
<PAGE>


         (4) LIQUIDATION PREFERENCE. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Securities, the holders of the shares of Senior Preferred Stock shall be
entitled to receive an amount equal to the Liquidation Value of such share plus
any accrued and unpaid cash dividends to the date of distribution. "LIQUIDATION
VALUE" on any date means, with respect to (x) any share of Senior Preferred
Stock other than any Additional Shares, the sum of (1) $25.00 and (2) the
aggregate of all dividends accreted on such share until the most recent Dividend
Payment Date upon which an accretion to Liquidation Value has occurred (or if
such date is a Dividend Payment Date upon which an accretion to Liquidation
Value has occurred, such date), provided that in the event of an actual
liquidation, dissolution or winding up of the Corporation the amount referred to
in (2) shall be calculated by including dividends accreting to the actual date
of such liquidation, dissolution or winding up, rather than the Dividend Payment
Date referred to above and provided further that in no event will dividends
accrete beyond the earlier of (i) the Cash Pay Date and (ii) the most recent
Dividend Payment Date prior to the Dividend Payment Date on which dividends on
the Senior Preferred Stock are payable in Additional Shares and (y) any
Additional Share, the Applicable Liquidation Value. All accretions to
Liquidation Value will be calculated using compounding on a quarterly basis.
Except as provided in the preceding sentences, holders of shares of Senior
Preferred Stock shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of the
shares of Senior Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity Securities,
then such assets, or the proceeds thereof, shall be distributed among the
holders of shares of Senior Preferred Stock and any such other Parity Securities
ratably in accordance with the respective amounts that would be payable on such
shares of Senior Preferred Stock and any such other stock if all amounts payable
thereon were paid in full. For the purposes of this paragraph (4), (i) a
consolidation or merger of the Corporation with one or more corporations, or
(ii) a sale or transfer of all or substantially all of the Corporation's assets,
shall not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.



                                     - 5 -
<PAGE>

         (b) Subject to the rights of the holders of any Parity Securities,
after payment shall have been made in full to the holders of the Senior
Preferred Stock, as provided in this paragraph (4), any other series or class or
classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Senior Preferred
Stock shall not be entitled to share therein.

         (c) The Applicable Liquidation Value of any Additional Shares shall be
the Liquidation Value of Senior Preferred Stock outstanding immediately prior to
the first Dividend Payment Date occurring after a request for payment in
Additional Shares has been made in accordance with Section 3(b).

         (5) REDEMPTION. (a) Redemption Upon Consummation of Initial Public
Offering. The Corporation may, at is option, to the extent it shall have funds
legally available for such payment, redeem, prior to September 30, 1998, in
whole or in part, shares of Senior Preferred Stock, at a redemption price per
share equal to 114% of the Liquidation Value, in cash, plus accrued and unpaid
cash dividends on such share to the date fixed for redemption, without interest,
provided that the Corporation shall not redeem any shares of Senior Preferred
Stock pursuant to this Paragraph 5(a) unless (i) prior to such redemption an
Initial Public Offering shall have been consummated, (ii) following such
redemption, at least two-thirds of the number of shares of Senior Preferred
Stock issued and outstanding as of the Closing Date (adjusted to reflect stock
splits, stock dividends, recapitalizations or similar events) shall remain
issued and outstanding following such redemption and (iii) the aggregate
redemption price of the shares of Senior Preferred Stock redeemed pursuant to
this Section 5(a) does not exceed the net proceeds received by the issuer in
such Initial Public Offering.

                  "INITIAL PUBLIC OFFERING" shall have the meaning ascribed to
such term in the Investors' Agreement and shall, in addition, for the purposes
of Section 5(a) hereof, include any sale following the Closing Date of any
equity securities by any affiliate of the Corporation, the net proceeds of which
are contributed or loaned to the Corporation in such a manner that such proceeds
may lawfully be used for the redemption of the Senior Preferred Stock.

                  "CLOSING DATE" shall have the meaning ascribed to such term in
the Investors' Agreement.



                                     - 6 -
<PAGE>

                  "INVESTORS' AGREEMENT" means the Investors' Agreement dated as
of October 5, 1995, among the Corporation, DPC Acquisition Corp., Summit Capital
Inc., Summit/DPC Partners, L.P., Chase Manhattan Investment Holdings, Inc., DLJ
Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore
Partners, C.V., DLJ Merchant Banking Funding, Inc., and certain other persons
named therein.

         (b) Redemption At the Option of the Corporation. On and after September
30, 2000, to the extent the Corporation shall have funds legally available for
such payment, the Corporation may, at its option, redeem shares of Senior
Preferred Stock, at any time in whole or from time to time in part, at
redemption prices per share in case set forth in the table below, together with
accrued and unpaid cash dividends thereon to the date fixed for redemption,
without interest:

<TABLE>
<CAPTION>

Year Beginning September 30              Percentage of Liquidation Value
---------------------------              -------------------------------
<S>                                      <C>
2000                                     107.125%
2001                                     105.700
2002                                     104.275
2003                                     102.850
2004                                     101.425
2005                                     100.000
2006                                     100.000
2007                                     100.000
</TABLE>

         (c) Redemption In the Event of a Change of Control. In the event of a
Change of Control, the Corporation shall, to the extent it shall have funds
legally available for such payment, offer to redeem all of the shares of Senior
Preferred Stock then outstanding, and shall redeem the shares of Senior
Preferred Stock of any holder of such shares that shall consent to such
redemption, and upon a date no later than 30 days following the Change in
Control, at a redemption price per share equal to 101% of the Liquidation Value,
in cash, plus accrued and unpaid cash dividends thereon to the date fixed for
redemption, without interest.

                  "CHANGE OF CONTROL" means such time as: (a) a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act
of 1934, as amended), other than any person or group comprised solely of the
Initial Investors, has become the beneficial owner, by way of merger,
consolidation or otherwise, of 40% or more of the voting power of all classes of
voting securities of the Corporation or of DPC Acquisition Corp. and such person
or group has become the


                                     - 7 -
<PAGE>


beneficial owner of a greater percentage of the voting power of all classes of
voting securities of the Corporation or of DPC Acquisition Corp. than that
beneficially owned by the Initial Investors; or (b) a sale or transfer of all or
substantially all of the assets of the Corporation or of DPC Acquisition Corp.
to any person or group (other than any group consisting solely of the Initial
Investors or their affiliates) has been consummated; or (c) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Corporation or of DPC Acquisition
Corp. (together with any new directors whose election was approved by a vote of
a majority of the directors then still in office, who either were directors at
the beginning of such period or whose election or nomination for the election
was previously so approved) cease for any reason to constitute a majority of the
directors of the Corporation or of DPC Acquisition Corp. as the case may be,
then in office. The Second Merger (as defined in the Investors' Agreement) shall
not constitute a Change of Control.

                  "INITIAL INVESTORS" means the Shareholders (determined as of
the Closing Date) and their Permitted Transferees, each as defined in the
Investors' Agreement.

         (d) Mandatory Redemption. To the extent the Corporation shall have
funds legally available for such payment, on September 30, 2007, if any shares
of the Senior Preferred Stock shall be outstanding, the Corporation shall redeem
all outstanding shares of the Senior Preferred Stock, at a redemption price
equal to the aggregate Liquidation Value, in cash, together with any accrued and
unpaid cash dividends thereon to the date fixed for redemption, without
interest.

         (e) Status of Redeemed Shares. Shares of Senior Preferred Stock which
have been issued and reacquired in any manner, including shares purchased or
redeemed, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of the
class of Preferred Stock undesignated as to series and may be redesignated and
reissued as part of any series of the Preferred Stock; provided that no such
issued and reacquired shares of Senior Preferred Stock shall be reissued or sold
as Senior Preferred Stock.

         (f) Failure to Redeem. If the Corporation is unable or shall fail to
discharge its obligation to redeem all outstanding shares of Senior Preferred
Stock pursuant to paragraph (5)(c) or 5(d) (each, a "MANDATORY REDEMPTION



                                     - 8 -
<PAGE>


OBLIGATION"), such Mandatory Redemption Obligation shall be discharged as soon
as the Corporation is able to discharge such Mandatory Redemption Obligation. If
and so long as any Mandatory Redemption Obligation with respect to the Senior
Preferred Stock shall not be fully discharged, the Corporation shall not (i)
directly or indirectly, redeem, purchase, or otherwise acquire any Parity
Security or discharge any mandatory or optional redemption, sinking fund or
other similar obligation in respect of any Parity Securities (except in
connection with a redemption, sinking fund or other similar obligation to be
satisfied pro rata with the Senior Preferred Stock) or (ii) in accordance with
paragraph 3(e), declare or make any Junior Securities Distribution, or, directly
or indirectly, discharge any mandatory or optional redemption, sinking fund or
other similar obligation in respect of the Junior Securities.

         (g) Failure to Pay Dividends. Notwithstanding the foregoing provisions
of this paragraph (5), unless full cumulative cash dividends (whether or not
declared) on all outstanding shares of Senior Preferred Stock shall have been
paid or contemporaneously are declared and paid or

set apart for payment for all dividend periods terminating on or prior to the
applicable redemption date, none of the shares of Senior Preferred Stock shall
be redeemed, and no sum shall be set aside for such redemption, unless shares of
Senior Preferred Stock are redeemed pro rata.

         (6) PROCEDURE FOR REDEMPTION. (a) In the event that fewer than all the
outstanding shares of Senior Preferred Stock are to be redeemed pursuant to
Sections 5(a) or (b) hereof, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares so shall be selected pro
rata (with any fractional shares being rounded to the nearest whole share)
according to the number of whole shares held by each holder of the Senior
Preferred Stock.

         (b) In the event the Corporation shall redeem shares of Senior
Preferred Stock pursuant to Sections 5(a), (b) or (d), notice of such redemption
shall be given by first class mail, postage prepaid, mailed not less than 30
days nor more than 60 days prior to the redemption date, to each holder of
record of the shares to be redeemed at such holder's address as the same appears
on the stock register of the Corporation; provided that neither the failure to
give such notice nor any defect therein shall affect the validity of the giving
of notice for the redemption of any share of Senior Preferred Stock to be
redeemed except as to the holder to whom the Corporation has failed to give said
notice or except as to the holder whose notice was defective. Each such notice
shall



                                     - 9 -
<PAGE>


state: (i) the redemption date; (ii) the number of shares of Senior
Preferred Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of shares to be redeemed from such holder;
(iii) the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date.

         (c) In the case of any redemption pursuant to Sections 5(a), (b) or (d)
hereof, notice having been mailed as provided in Section 6 (b) hereof, from and
after the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called for
redemption), dividends on the shares of Senior Preferred Stock so called for
redemption shall cease to accrue, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state) , such share shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

         (d) In the case of a redemption pursuant to Section 5(c) hereof, notice
of such redemption shall be given by first class mail, postage prepaid, mailed
not more than 15 days following the occurrence of the Change of Control and not
less than 30 days prior to the redemption date, to each holder of record of the
shares to be redeemed at such holder's address as the same appears on the stock
register of the Corporation; provided that neither the failure to give such
notice nor any defect therein shall affect the validity of the giving of notice
for the redemption of any share of Senior Preferred Stock to be redeemed except
as to the holder to whom the Corporation has failed to give said notice or
except as to the holder whose notice was defective. Each such notice shall
state: (i) that a Change of Control has occurred; (ii) the redemption date;
(iii) the redemption price; (iv) that such holder may elect to cause the
Corporation to redeem all or any of the shares of Senior Preferred Stock held by
such holder; (v) the place or places where certificates for such shares are to
be surrendered for payment of the redemption price; and (vi) that dividends on
the shares the holder elects to cause


                                     - 10 -
<PAGE>


the Corporation to redeem will cease to accrue on such redemption date.

         Upon receipt of such notice, the holder shall, within 20 days of
receipt thereof, return such notice to the Corporation indicating the number of
shares of Senior Preferred Stock such holder shall elect to cause the
Corporation to redeem, if any.

         (e) In the case of a redemption pursuant to Section 5(c) hereof, notice
having been mailed as provided in Section 6(d) hereof, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption), dividends on such shares of Senior Preferred Stock as the holder
elects to cause the Corporation to redeem shall cease to accrue, and all rights
of the holders thereof as stockholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall cease. Upon surrender
in accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such share shall be
redeemed by the Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.

         (7) EXCHANGE. (a) Subject to the provisions of this paragraph (7) the
Corporation may, at its option, at any time and from time to time on any
Dividend Payment Date, exchange, to the extent it is legally permitted to do so,
any or all outstanding shares (and fractional shares) of Senior Preferred Stock,
except those shares of Senior Preferred Stock beneficially owned by the DLJ
Entities, the Summit Investors, any of their respective Permitted Transferees
and any of their respective Affiliates in whole or in part, for Exchange
Debentures, provided that (i) on or prior to the date of exchange the
Corporation shall have paid to or declared and set aside for payment to the
holders of outstanding shares of Senior Preferred Stock all accrued and unpaid
cash dividends on shares of Senior Preferred Stock through the exchange date in
accordance with the next succeeding paragraph; and (ii) no event of default
under the indenture (as defined in such indenture) governing the Exchange
Debentures shall have occurred and be continuing. The principal amount of
Exchange Debentures deliverable upon exchange of a share of Senior Preferred
Stock, adjusted as hereinafter provided, shall be



                                     - 11 -
<PAGE>


determined in accordance with the Exchange Ratio (as defined below).

         Cash dividends on any shares of Senior Preferred Stock exchanged for
Exchange Debentures which have accrued but have not been paid as of the date of
exchange shall be paid, at the option of the Corporation, in cash or in
additional Exchange Debentures in an equivalent principal amount of such accrued
and unpaid dividends. In no event shall the Corporation issue Exchange
Debentures in denominations other than $1,000 or in an integral multiple
thereof. Cash will be paid in lieu of any such fraction of an Exchange Debenture
which would otherwise have been issued (which shall be determined with respect
to the aggregate principal amount of Exchange Debentures to be issued to a
holder upon any such exchange). Interest will accrue on the Debentures from the
date of exchange.

         Prior to effecting any exchange hereunder, the Corporation shall
appoint a trustee to serve in the capacity contemplated by an indenture between
the Corporation and such trustee, substantially in the form of Annex A hereto.

         The EXCHANGE RATIO shall be, as of any Dividend Payment Date, $1.00 (or
fraction thereof) of principal amount of Exchange Debenture for each $1.00 of
(i) Liquidation Value plus (ii) accrued and unpaid cash dividends, if any, per
share of Senior Preferred Stock held by a holder on the applicable exchange
date.

                  "AFFILIATES" shall have the meaning ascribed such term in the
Investors' Agreement.

                  "DLJ ENTITIES" shall have the meaning ascribed such term in
the Investors' Agreement.

                  "EXCHANGE DEBENTURES" means 14.25% Junior Subordinated
Exchange Debentures of the Corporation, to be issued pursuant to an indenture
between the Corporation and a trustee, substantially in the form of Annex A
hereto.

                  "PERMITTED TRANSFEREES" shall have the meaning ascribed to
such term in the Investors' Agreement.

                  "SUMMIT-INVESTORS" shall have the meaning ascribed to such
term in the Investors' Agreement.

         (b) Procedure for Exchange. (i) In the event that fewer than all the
outstanding shares of Senior Preferred Stock are to be exchanged, the



                                     - 12 -
<PAGE>


number of shares to be exchanged shall be determined by the Board of Directors
and the shares to be exchanged shall be selected by lot or pro rata (with any
fractional shares being rounded to the nearest whole share) as may be determined
by the Board of Directors.

                  (ii) In the event the Corporation shall exchange shares of
         Senior Preferred Stock, notice of such exchange shall be given by first
         class mail, postage prepaid, mailed not less than 30 days nor more than
         60 days prior to the exchange date, to each holder of record of the
         shares to be exchanged at such holder's address as the same appears on
         the stock register of the Corporation; provided that neither the
         failure to give such notice nor any defect therein shall affect the
         validity of the giving of notice for the exchange of any share of
         Senior Preferred Stock to be exchanged except as to the holder to whom
         the Corporation has failed to give said notice or except as to the
         holder whose notice was defective. Each such notice shall state: (A)
         the exchange date; (B) the number of shares of Senior Preferred Stock
         to be exchanged and, if fewer than all the shares held by such holder
         are to be exchanged, the number of shares to be exchanged from such
         holder; (C) the Exchange Ratio; (D) the place or places where
         certificates for such shares are to be exchanged for notes evidencing
         the Exchange Debentures to be received by the exchanging holder; and
         (E) that dividends on the shares to be exchanged will cease to accrue
         on such exchange date.




                  (iii) Prior to giving notice of intention to exchange, the
         Corporation shall execute and deliver with a bank or trust company
         selected by the Corporation an indenture in substantially the form
         filed in Annex A hereto, with the blanks therein appropriately
         completed. The Corporation will cause the Exchange Debentures to be
         authenticated on the Dividend Payment Date on which the exchange is
         effective, and will pay interest on the Exchange Debentures at the rate
         and on the dates specified in such indenture from the exchange rate.

         The Corporation will not give notice of its intention to exchange under
paragraph 6(b) (ii) hereof unless it shall file at the place or places
(including a place in the Borough of Manhattan, The City of New York) maintained
for such purpose an opinion of counsel (who may be an employee of the
Corporation) to the effect that (i) the indenture has been duly authorized,
executed and delivered by the Corporation, has been duly qualified



                                     - 13 -
<PAGE>


under the Trust Indenture Act of 1939 (or that such qualification is not
necessary) and constitutes a valid and binding instrument enforceable against
the Corporation in accordance with its terms (subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles, and
subject to such other qualifications as are then customarily contained in
opinions of counsel experienced in such matters), (ii) the Exchange Debentures
have been duly authorized and, when executed and authenticated in accordance
with the provisions of the indenture and delivered in exchange for the shares of
Preferred Stock, will constitute valid and binding obligations of the
Corporation entitled to the benefits of the indenture (subject as aforesaid),
(iii) neither the execution nor delivery of the indenture or the Exchange
Debentures nor compliance with the terms, conditions or provisions of such
instruments will result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust or agreement or instrument, known to such counsel, to which the
Corporation or any of its subsidiaries is a party or by which it or any of them
is bound, or any decree, judgment, order, rule or regulation, known to such
counsel, of any court or governmental agency or body having jurisdiction over
the Corporation and such subsidiaries or any of their properties, and (iv) the
Exchange Debentures have been duly registered for such exchange with the
Securities and Exchange Commission under a registration statement that has
become effective under the Securities Act of 1933 (the "Act") or that the
exchange of the Exchange Debentures for the shares of Senior Preferred Stock is
exempt from registration under the Act.

                  (iv) Notice having been mailed as aforesaid, from and after
         the exchange date (unless default shall be made by the Corporation in
         issuing Exchange Debentures in exchange for the shares called for
         exchange), dividends on the shares of Senior Preferred Stock so called
         for exchange shall cease to accrue, and all rights of the holders
         thereof as stockholders of the Corporation (except the right to receive
         from the Corporation the Exchange Debentures and any rights such
         holder, upon the exchange, may have as a holder of the Exchange
         Debenture) shall cease. Upon surrender in accordance with said notice
         of the certificates for any shares so exchanged (properly endorsed or
         assigned for transfer, if the Board



                                     - 14 -
<PAGE>


         of Directors of the Corporation shall so require and the notice shall
         so state), such share shall be exchanged by the Corporation for the
         Exchange Debentures at the Exchange Ratio. In case fewer than all the
         shares represented by any such certificate are exchanged, a new
         certificate shall be issued representing the unexchanged shares without
         cost to the holder thereof.

                  (v) Each exchange shall be deemed to have been effected
         immediately prior to the close of business on the date on which the
         certificates for shares of Senior Preferred Stock shall have been
         surrendered, and the person in whose name or names any notes evidencing
         the Exchange Debentures shall be issuable upon such exchange shall be
         deemed to have become the holder of record of the Exchange Debentures
         represented thereby at such time on such date.

                  (vi) Prior to the delivery of any securities which the
         Corporation shall be obligated to deliver upon exchange of the Senior
         Preferred Stock, the Corporation shall comply with all applicable
         federal and state laws and regulations which require action to be taken
         by the Corporation.

         (c) The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of notes
evidencing Exchange Debentures on exchange of the Senior Preferred Stock
pursuant hereto; provided that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue or
delivery of notes evidencing Exchange Debentures in a name other than that of
the holder of the Senior Preferred Stock to be exchanged and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

         (8) VOTING RIGHTS. (a) The holders of record of shares of Senior
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this paragraph (8), as otherwise provided by law or as provided in
the Investors' Agreement.

         (b) If and whenever (i) six consecutive quarterly cash dividends
payable on the Senior Preferred Stock have not been paid in full, (ii) if, for
any reason (including the reason that funds are not legally available for a
redemption), the Corporation shall have failed to discharge any Mandatory



                                     - 15 -
<PAGE>


Redemption Obligation (including a redemption in the Event of a Change of
Control pursuant to Section 5(c) hereof), (iii) the Corporation shall have
failed to provide the notice required by Section 6(d) hereof within the time
period specified in such section or (iv) the Corporation shall have failed to
comply with Sections 3(d), 3(e) or 8(c) hereof, the number of directors then
constituting the Board of Directors shall be increased by two and the holders of
shares of Senior Preferred Stock, together with the holders of shares of every
other series of preferred stock of the Corporation upon which like rights to
vote for the election of two additional directors have been conferred and are
exercisable (resulting from either the failure to pay dividends or the failure
to redeem) (any such other series is referred to collectively as the "PREFERRED
SHARES"), voting as a single class regardless of series, shall be entitled to
elect the two additional directors to serve on the Board of Directors at any
annual meeting of stockholders or special meeting held in place thereof, or at a
special meeting of the holders of the Senior Preferred Stock and the Preferred
Shares called as hereinafter provided. Whenever (i) all arrears in cash
dividends on the Senior Preferred Stock and the Preferred Shares then
outstanding shall have been paid and cash dividends thereon for the current
quarterly dividend period shall have been paid or declared and set apart for
payment, (ii) the Corporation shall have fulfilled its Mandatory Redemption
Obligation, (iii) fulfilled its obligation to provide notice as specified in
subsection (b)(iii) hereof, or (iv) the Corporation shall have complied with
Sections 3(d), 3(e), or 8(c)) hereof, as the case may be, then the right of the
holders of the Senior Preferred Stock and the Preferred Shares to elect such
additional two directors shall cease (but subject always to the same provisions
for the vesting of such voting rights in the case of any similar future (i)
arrearage in six consecutive quarterly cash dividends, (ii) failure to fulfill
any Mandatory Redemption Obligation, (iii) failure to fulfill the obligation to
provide the notice required by Section 6(d) hereof within the time period
specified in such section or (iv) failure to comply with Sections 3(d), 3(e), or
8(c) and the terms of office of all persons elected as directors by the holders
of the Senior Preferred Stock and the Preferred Shares shall forthwith terminate
and the number of the Board of Directors shall be reduced accordingly. At any
time after such voting power shall have been so vested in the holders of shares
of Senior Preferred Stock and the Preferred Shares, the secretary of the
Corporation may, and upon the written request of any holder of Senior Preferred
Stock (addressed to the secretary at the principal office of the Corporation)
shall, call a special meeting of the holders of the Senior Preferred Stock and
of the Preferred Shares for the election of the two



                                     - 16 -
<PAGE>


directors to be elected by them as herein provided, such call to be made by
notice similar to that provided in the Bylaws of the Corporation for a special
meeting of the stockholders or as required by law. If any such special meeting
required to be called as above provided shall not be called by the secretary
within 20 days after receipt of any such request, then any holder of shares of
Senior Preferred Stock may call such meeting, upon the notice above provided,
and for that purpose shall have access to the stock books of the Corporation.
The directors elected at any such special meeting shall hold office until the
next annual meeting of the stockholders or special meeting held in lieu thereof
if such office shall not have previously terminated as above provided. If any
vacancy shall occur among the directors elected by the holders of the Senior
Preferred Stock and the Preferred Shares, a successor shall be elected by the
Board of Directors, upon the nomination of the then-remaining director elected
by the holders of the Senior Preferred Stock and the Preferred Shares or the
successor of such remaining director, to serve until the next annual meeting of
the stockholders or special meeting held in place thereof if such office shall
not have previously terminated as provided above.

         (c) Without the written consent of a majority of the outstanding shares
of Senior Preferred Stock or the vote of holders of a majority of the
outstanding shares of Senior Preferred Stock at a meeting of the holders of
Senior Preferred Stock called for such purpose, the Corporation will not (i)
amend, alter or repeal any provision of the Certificate of Incorporation (by
merger or otherwise) so as to adversely affect the preferences, rights or powers
of the Senior Preferred Stock; provided that any such amendment that changes the
dividend payable on or the Liquidation Value of the Senior Preferred Stock shall
require the affirmative vote of holders of each share of Senior Preferred Stock
at a meeting of holders of Senior Preferred Stock called for such purpose or
written consent of the holder of each share of Senior Preferred Stock; (ii)
create, authorize or issue any class of stock ranking prior to, or on a parity
with, the Senior Preferred Stock with respect to dividends or upon liquidation,
dissolution, winding up or otherwise, or increase the authorized number of
shares of any such class or series, or reclassify any authorized stock of the
Corporation into any such prior or parity shares or create, authorize or issue
any obligation or security convertible into or evidencing the right to purchase
any such prior or parity shares, except that the Corporation may, without such
approval, create, authorize and issue Parity Securities for the purpose of (A)
exchanging such Parity Securities for shares of Senior Preferred Stock or (B)
utilizing the proceeds from the issuance of such Parity



                                     - 17 -
<PAGE>



Securities for the redemption or repurchase of any or all shares of Senior
Preferred Stock in accordance with the terms hereof or of the Investors'
Agreement; or (iii) merge or consolidate, or sell, exchange or convey all or
substantially all of the assets, property or business of the Corporation unless,
in the case of a merger or consolidation, the surviving corporation has a
Consolidated Net Worth (immediately following any such transaction but prior to
any purchase price accounting adjustments resulting from the transaction) at
least equal to that of the Corporation immediately prior to such transaction;
notwithstanding the foregoing, the Second Merger (as defined in the Investors'
Agreement) shall not be prohibited by this clause (iii).

                  "CONSOLIDATED NET WORTH" means at any date and with respect to
any Person, the consolidated stockholders' equity of such Person and its
consolidated subsidiaries less their consolidated Intangible Assets, all
determined as of such date. For purposes of this definition "Intangible Assets"
means the amount (to the extent reflected in determining such consolidated
stockholders' equity) of (i) all write-ups (other than write-ups of assets of a
going concern business made within twelve months after the acquisition of such
business) subsequent to October 5, 1995 in the book value of any asset owned by
such Person or a consolidated subsidiary, (ii) all investments in unconsolidated
subsidiaries and all equity investments in Persons which are not subsidiaries
and (iii) all unamortized debt discount and expense, unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, anticipated
future benefit of tax loss carry-forwards, copyrights, organization or
developmental expenses and other intangible assets.

         (d) In exercising the voting rights set forth in this paragraph (8),
each share of Senior Preferred Stock shall have one vote per share, except that
when any other series of preferred stock shall have the right to vote with the
Senior Preferred Stock as a single class on any matter, then the Senior
Preferred Stock and such other series shall have with respect to such matters
one vote per $25.00 of Liquidation Value or other liquidation preference. Except
as otherwise required by applicable law or as set forth herein, the shares of
Senior Preferred Stock shall not have any relative, participating, optional or
other special voting rights and powers and the consent of the holders thereof
shall not be required for the taking of any corporate action.

         (9) REPORTS. So long as any of the Senior Preferred Stock is
outstanding, the Corporation will furnish the holders thereof with the quarterly
and annual financial reports that



                                     - 18 -
<PAGE>


the Corporation is required to file with the Securities and Exchange Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or, in the event the Corporation is not required to file such reports, reports
containing the same information as would be required in such reports.

         (10) GENERAL PROVISIONS. (a) The term "PERSON" as used herein means any
corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

         (b) The term "OUTSTANDING," when used with reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation or a
subsidiary.

         (c) The headings of the paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designations are for convenience of reference
only and shall not define, limit or affect any of the provisions hereof.

         (d) Each holder of Senior Preferred Stock, by acceptance thereof,
acknowledges and agrees that payments of dividends, interest, premium and
principal on, and exchange, redemption and repurchase of, such securities by the
Corporation are subject to restrictions on the Corporation contained in certain
credit and financing agreements.

         IN WITNESS WHEREOF, DPC Transition Corp. has caused this Certificate of
Designations to be signed and attested by the undersigned this 4th day of
October, 1995.


                                              DPC Transition Corp.

                                              By  /s/ George B. Kelly
                                                  -----------------------------
                                              Name:  George B. Kelly
                                              Title: President


ATTEST:

/s/ Kenneth B. Fenelon
----------------------------------
Name:  Kenneth B. Fenelon
Title: Assistant Secretary






                                     - 19 -