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                                                                     EXHIBIT 3.4

                                                        Series D Preferred Stock

                             LIBERTY DIGITAL, INC.

                          CERTIFICATE OF DESIGNATIONS

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                      SETTING FORTH A COPY OF A RESOLUTION
                     CREATING AND AUTHORIZING THE ISSUANCE
                  OF A SERIES OF PREFERRED STOCK DESIGNATED AS
                          "PREFERRED STOCK, SERIES D"
                       ADOPTED BY THE BOARD OF DIRECTORS
                            OF LIBERTY DIGITAL, INC.

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          The undersigned, a Vice President of LIBERTY DIGITAL, INC., a Delaware
corporation (this "Corporation"), HEREBY CERTIFIES that the Board of Directors
of this Corporation on September 29, 2000, duly adopted the following
resolutions creating a new series of this Corporation's Series Preferred Stock:

          "BE IT RESOLVED, that pursuant to authority expressly granted by the
provisions of Article IV, Section B of the Certificate of Incorporation of this
Corporation, the Board of Directors hereby creates and authorizes the issuance
of a new series of this Corporation's Series Preferred Stock, par value $.01 per
share ("Series Preferred Stock"), and hereby fixes the powers, designations,
dividend rights, voting powers, rights on liquidation, conversion rights,
redemption rights and other preferences and relative, participating, optional or
other special rights and the qualifications, limitations or restrictions of the
shares of such series (in addition to the powers, designations, preferences and
relative, participating, optional or other special rights and the
qualifications, limitations or restrictions thereof set forth in the Certificate
of Incorporation that are applicable to each class and series of this
Corporation's preferred stock, par value $.01 per share ("Preferred Stock")), as
follows:

          1.   Designation and Number.  The designation of the series of Series
Preferred Stock, par value $.01 per share, of this Corporation authorized hereby
is "Preferred Stock, Series D" (the "Series D Preferred Stock"). The number of
shares constituting the Series D Preferred Stock


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shall be 8,105.688 shares initially, which shares are being issued in accordance
with the Exchange Agreement, and such number of additional shares as are
authorized from time to time by resolution of the Board of Directors for
issuance in payment of dividends on outstanding Shares and/or on the Series C
Preferred Stock in accordance with the terms hereof and thereof.

          2.   Certain Definitions. Unless the context otherwise requires, the
terms defined in this paragraph 2 shall, for all purposes of this Certificate of
Designations, have the meanings herein specified:

          "Board of Directors": The Board of Directors of this Corporation and,
to the extent permitted by law, unless the context indicates otherwise, any
committee thereof authorized with respect to any particular matter to exercise
the power of the Board of Directors of this Corporation with respect to such
matter.

          "Business Day": Any day other than a Saturday, Sunday or a day on
which banking institutions in Denver, Colorado are not required to be open.

          "Capital Stock": Any and all shares, interests, participations or
other equivalents (however designated) of corporate stock of this Corporation.

          "Closing Price": Of any security for any day, the last reported sale
price of such security regular way or, in case no such reported sale takes place
on such day, the average of the reported closing bid and asked prices regular
way, in either case on the composite tape, or if such security is not quoted on
the composite tape, on the principal United States securities exchange
registered under the Exchange Act on which such security is listed or admitted
to trading, or if such security is not listed or admitted to trading on any such
exchange, the last reported sale price (or the average of the quoted closing bid
and asked prices if there were no reported sales) on The Nasdaq Stock Market or
any comparable quotation system, or if such security is not quoted on The Nasdaq
Stock Market or any comparable system, the average of the closing bid and asked
prices as furnished by any member of the National Association of Securities
Dealers, Inc. selected from time to time by this Corporation for that purpose
or, in the absence of such quotations, such other method of determining market
value as the Board of Directors shall from time to time deem to be fair.

          "Debt Instrument": Any bond, debenture, note, indenture, guarantee or
other instrument or agreement evidencing any Indebtedness, whether existing at
the Issue Date or thereafter created, incurred, assumed or guaranteed.

          "Default":  The occurrence of any of the following events:

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          (a) there shall be entered a decree or order for relief in respect of
the Corporation under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy law or
other similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator, or similar official of the Corporation or of any
substantial part of its properties, or ordering the winding-up or liquidation of
the affairs of the Corporation or an involuntary petition shall be filed against
the Corporation and a temporary stay entered, and (i) such petition and stay
shall not be diligently contested, or (ii) any such petition and stay shall
continue undismissed for a period of sixty (60) consecutive days; or

          (b) the Corporation shall file a petition, answer, or consent seeking
relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy law or other
similar law, or the Corporation shall consent to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment or taking
of possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official, of the Corporation or of any
substantial part of its properties, or the Corporation shall fail generally to
pay its debts as they become due, or shall take any action in furtherance of any
such action.

          "Dividend Payment Date": The last day of each March, June, September
and December, commencing with December 31, 2000, or the next succeeding Business
Day if any such date is not a Business Day.

          "Dividend Period": The period from and including the October 1, 2000
to but excluding the first Dividend Payment Date and, thereafter, each quarterly
period from and including a Dividend Payment Date to but excluding the next
Dividend Payment Date.

          "Exchange Act": The Securities Exchange Act of 1934, as amended.

          "Exchange Agreement": The Exchange Agreement between this Corporation
and Liberty Media Corporation, a Delaware corporation, dated as of September 27,
2000, providing for the issuance of shares of Series C Preferred Stock and
Series D Preferred Stock in exchange for shares of the Corporation's Convertible
Preferred Stock, Series B, $.01 par value per share.

          "Indebtedness":  Any: (i) liability, contingent or otherwise, of this
Corporation (x) for borrowed money whether or not the recourse of the lender is
to the whole of the assets of this Corporation or only to a portion thereof),
(y) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given other than in connection with the acquisition of
inventory or similar property in the ordinary course of business, or (z) for the
payment of money relating to an obligation under a lease that is required to be
capitalized for financial accounting purposes in accordance with generally
accepted accounting principles; (ii) liability of others

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described in the preceding clause (i) which this Corporation has guaranteed or
which is otherwise its legal liability; and (iii) obligations secured by a
mortgage, pledge, lien, charge or other encumbrance to which the property or
assets of this Corporation are subject whether or not the obligations secured
thereby shall have been assumed by or shall otherwise be this Corporation's
legal liability.

          "Issue Date": September 30, 2000, such date being the first date on
which any shares of the Series D Preferred Stock are first issued or deemed to
have been issued.

          "Junior Securities": All shares of Series A Preferred Stock, Series A
Common Stock, Series B Common Stock, and any class or series of stock of this
Corporation, whether now existing or hereafter created, to the extent that it
ranks junior to the Series D Preferred Stock as to dividend rights or rights on
liquidation. A class or series of Junior Stock shall rank junior to the Series D
Preferred Stock as to dividend rights or rights on liquidation if the holders of
shares of Series D Preferred Stock shall be entitled to dividend payments or
payments of amounts distributable upon liquidation, dissolution or winding up of
the affairs of this Corporation, as the case may be, in preference or priority
to the holders of shares of such class or series.

          "Liquidation Preference": Measured per Share of the Series D Preferred
Stock as of any date in question (the "Relevant Date") shall mean an amount
equal to the sum of (a) the Stated Value of such Share, plus (b) an amount equal
to all dividends accrued on such Share which pursuant to paragraph 3(c) of this
Certificate of Designations have been added to and remain a part of the
Liquidation Preference as of the Relevant Date, plus (c) for purposes of
paragraph 4 and paragraph 5 of this Certificate of Designations and the
definition of Redemption Price, an amount equal to all unpaid dividends accrued
on the sum of the amounts specified in clauses (a) and (b) above during the
period from and including the immediately preceding Dividend Payment Date (or
October 1, 2000 if the Relevant Date is on or prior to the first Dividend
Payment Date) to but excluding the Relevant Date, and, in the case of clauses
(b) and (c) hereof, whether or not such unpaid dividends have been declared or
there are any unrestricted funds of the Corporation legally available for the
payment of dividends. In connection with the determination of the Liquidation
Preference of a Share of Series D Preferred Stock upon redemption, or upon
liquidation, dissolution or winding up of the Corporation, the Relevant Date
shall be the applicable date of redemption or the date of distribution of
amounts payable to stockholders in connection with any such liquidation,
dissolution or winding up.

          "Parity Securities": Any class or series of stock of this Corporation,
whether now existing or hereafter created, ranking on a parity basis with the
Series D Preferred Stock as to dividend rights or rights on liquidation. The
Series C Preferred Stock shall be Parity Securities. Stock of any class or
series shall rank on a parity basis as to dividend rights or rights on
liquidation with the Series D Preferred Stock, whether or not the dividend
rates, dividend payment dates or

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or liquidation prices per share are different from those of the Series D
Preferred Stock, if the holders of shares of such class or series shall be
entitled to dividend payments or payments of amounts distributable upon
liquidation, dissolution or winding up of the affairs of this Corporation, as
the case may be, in proportion to their respective accumulated and accrued and
unpaid dividends or liquidation prices, respectively, without preference or
priority, one over the other, as between the holders of shares of such class or
series and the holders of Series D Preferred Stock.. No class or series of
capital stock that ranks junior to the Series D Preferred Stock as to rights on
liquidation shall rank or be deemed to rank on a parity basis with the Series D
Preferred Stock as to dividend rights unless the instrument creating or
evidencing such class or series of capital stock otherwise expressly provides.

          "person": A natural person, corporation, limited liability company,
partnership or other legal entity.

          "Record Date": For the dividends payable on any Dividend Payment Date,
the 15th day of the month during which such Dividend Payment Date shall occur as
and if designated by the Board of Directors.

          "Redemption Date": As to any Share, the date, which shall be a
Business Day, fixed for redemption of such Share as specified in the notice of
redemption given in accordance with paragraph 5(c), provided that no such date
will be a Redemption Date unless the applicable Redemption Price is actually
paid on such date or the consideration sufficient for the payment thereof, and
for no other purpose, has been set apart, and if the Redemption Price is not so
paid in full or the consideration sufficient therefor so set apart then the
Redemption Date will be the date, which shall be a Business Day, on which such
Redemption Price is fully paid or the consideration sufficient for the payment
thereof, and for no other purpose, has been set apart.

          "Redemption Price":  As to any Share that is to be redeemed on any
Redemption Date, the Liquidation Preference as in effect on such Redemption
Date.

          "Senior Securities": Any class or series of stock of this Corporation,
whether now existing or hereafter created, ranking senior to the Series D
Preferred Stock as to dividend rights or rights on liquidation. Stock of any
class or series shall rank senior to the Series D Preferred Stock as to dividend
rights or rights on liquidation if the holders of shares of such class or series
shall be entitled to dividend payments or payments of amounts distributable upon
dissolution, liquidation or winding up of the affairs of this Corporation, as
the case may be, in preference or priority to the holders of shares of Series D
Preferred Stock. No class or series of capital stock that ranks on a parity
basis with or junior to the Series D Preferred Stock as to rights on liquidation
shall rank or be deemed to rank prior to the Series D Preferred Stock as to
dividend rights, notwithstanding that the dividend rate or dividend payment
dates thereof are different from those of the Series D Preferred

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Stock, unless the instrument creating or evidencing such class or series of
capital stock otherwise expressly provides.

          "Series A Common Stock": The Series A Common Stock, par value $.01 per
share, of this Corporation, as such exists on the date of this Certificate of
Designations, and Capital Stock of any other class or series into which such
Series Common Stock may thereafter have been changed.

          "Series A Preferred Stock": The Series A Convertible Preferred Stock,
par value $.01 per share, of this Corporation.

          "Series B Common Stock": The Series B Common Stock, par value $.01 per
share, of this Corporation, as such exists on the date of this Certificate of
Designations, and Capital Stock of any other class or series into which such
Series B Common Stock may thereafter have been changed.

          "Series C Preferred Stock": The Series C Convertible Preferred Stock,
par value $.01 per share, of this Corporation.

          "Share": A share of Series D Preferred Stock.

          "Stated Value": Of a Share of the Series D Preferred Stock, $1,000.

          "Subsidiary": With respect to any person, any corporation, limited
liability company, partnership or other legal entity more than 50% of whose
outstanding voting securities or membership, partnership or other ownership
interests, as the case may be, are directly or indirectly owned by such person.

          3.   Dividends.

               (a) Subject to the prior preferences and other rights of any
Senior Securities, the holders of Series D Preferred Stock shall be entitled to
receive cumulative dividends, in preference to dividends on any Junior
Securities, which shall accrue as provided herein. Dividends on each Share will
accrue on a daily basis at the rate of 12% per annum of the Liquidation
Preference of such Share from and including October 1, 2000 to but excluding the
date on which the Liquidation Preference or Redemption Price of such Share is
made available pursuant to paragraph 4 or 5, respectively, of this Certificate
of Designations, as applicable, provided, however, that on and after the
occurrence of a Default, the dividend rate shall be 14% per annum, rather than
12% per annum. Dividends shall accrue as provided herein whether or not such
dividends have been declared and whether or not there are any unrestricted funds
of this Corporation legally available for the payment of dividends. Accrued
dividends on the Series D Preferred Stock shall be payable quarterly

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on each Dividend Payment Date to the holders of record of the Series D Preferred
Stock as of the close of business on the applicable Record Date. For purposes of
determining the amount of dividends "accrued" (i) as of the first Dividend
Payment Date and as of any date that is not a Dividend Payment Date, such amount
shall be calculated on the basis of the applicable rate per annum specified
above in this paragraph 3(a) for the actual number of days elapsed from and
including October 1, 2000 (in the case of the first Dividend Payment Date and
any date prior to the first Dividend Payment Date) or the last preceding
Dividend Payment Date (in the case of any other date) to but excluding the date
as of which such determination is to be made, based on a 365-day year, and (ii)
as of any Dividend Payment Date after the first Dividend Payment Date, such
amount shall be calculated on the basis of such rate per annum based on a
360-day year of twelve 30-day months. For so long as the Liquidation Preference
of a Share of Series D Preferred Stock is equal to the Stated Value per Share,
the amount of the dividend payable per Share on the Dividend Payment Date for
each full quarterly Dividend Period shall be $30.00.

               (b) All dividends payable with respect to the Shares shall be
declared and paid, at the Corporation's election, in cash or in additional
shares of Series D Preferred Stock, valued for this purpose at the stated value
thereof, or in any combination of cash and additional Shares. Payment of such
dividends as provided herein shall be deemed to have been made when such payment
has been delivered to the record holders of the Series D Preferred Stock
entitled to receive the same, (i) in the case of cash, by wire transfer of
immediately available funds in accordance with the instructions of such holders
delivered in writing to the Corporation at least two Business Days prior to any
Dividend Payment Date (or if no such instructions are received, by check
delivered by certified mail, return receipt requested, to the address of such
record holder on the books of the Corporation), or (ii) in the case of shares of
Series D Preferred Stock, by delivery of certificates evidencing such Shares
registered in the name of such holder by certified mail, return receipt
requested, to the address of such record holder on the books of the Corporation
(unless otherwise instructed in writing by such holder, provided that such
instructions are delivered to the Corporation at least two Business Days prior
to the applicable Dividend Payment Date). All dividends paid with respect to the
Shares pursuant to this paragraph 3 shall be paid pro rata to all the holders of
Shares outstanding on the applicable Record Date or Special Record Date, as the
case may be.

               (c) If on any Dividend Payment Date this Corporation, pursuant to
applicable law or otherwise, shall be prohibited or restricted from paying the
full dividends to which holders of Series D Preferred Stock, and any Parity
Securities ranking on a parity basis with the Series D Preferred Stock with
respect to the right to receive dividend payments, shall be entitled, the amount
available for such payment pursuant to applicable law and which is not otherwise
restricted (if any) shall be distributed among the holders of Series D Preferred
Stock and any such Parity Securities ratably in proportion to the full amounts
to which they would otherwise be entitled. On each Dividend Payment Date, all
dividends that have accrued on each share of Series D Preferred Stock during the
Dividend Period ending on such Dividend Payment Date shall, to the extent not

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paid on such Dividend Payment Date for any reason (whether or not such unpaid
dividends have been declared or there are any unrestricted funds of this
Corporation legally available for the payment of dividends), be added
cumulatively to the Liquidation Preference of such Share and will remain a part
thereof until such dividends and all dividends accrued thereon are paid. That
portion of the Liquidation Preference of a Share that consists of accrued unpaid
dividends, together with all dividends accrued in respect thereof, may be
declared and paid at any time (subject to the rights of any Senior Securities
and to the concurrent satisfaction of any dividend arrearages then existing with
respect to any Parity Securities that rank on a parity basis with the Series D
Preferred Stock as to the payment of dividends), without reference to any
regular Dividend Payment Date, to holders of record as of the close of business
on such date, not more than 45 days nor less than 10 days preceding the payment
date thereof, as may be fixed by the Board of Directors (the "Special Record
Date"). Notice of each Special Record Date shall be given, not more than 45 days
nor less than 10 days prior thereto, to the holders of record of the Shares. Any
dividend payment made on the Shares shall first be credited against the earliest
accrued but unpaid dividend due with respect to such Shares.

               (d) If at any time this Corporation shall have failed to pay, or
declare and set aside the consideration sufficient to pay, full cumulative
dividends on the Series D Preferred Stock for all Dividend Periods ending on or
before the immediately preceding Dividend Payment Date, and until full
cumulative dividends on the Series D Preferred Stock for all Dividend Periods
ending on or before the immediately preceding Dividend Payment Date are paid, or
declared and the consideration sufficient to pay the same in full is set aside
so as to be available for such purpose and no other purpose, (i) this
Corporation shall not redeem, or discharge any sinking fund obligation with
respect to, any Shares, Parity Securities or Junior Securities, or set aside any
money or assets for any such purpose, unless all then outstanding Shares are
redeemed pursuant to the terms hereof, (ii) this Corporation shall not declare
or pay any dividend on or make any distribution with respect to any Junior
Securities or Parity Securities or set aside any money or assets for any such
purpose, except that this Corporation may declare and pay a dividend on any
Parity Securities ranking on a parity basis with the Series D Preferred Stock
with respect to the right to receive dividend payments, contemporaneously with
the declaration and payment of a dividend on the Series D Preferred Stock,
provided that such dividends are declared and paid pro rata so that the amount
of dividends declared and paid per share of Series D Preferred Stock and such
Parity Securities shall in all cases bear to each other the same ratio that
accumulated and accrued and unpaid dividends per share on the Series D Preferred
Stock and such Parity Securities bear to each other, and (iii) neither this
Corporation nor any Subsidiary thereof shall purchase or otherwise acquire any
Shares, Parity Securities or Junior Securities.

          Nothing contained in the preceding paragraph of this paragraph 3(d)
shall prevent (x) the payment of dividends on any Junior Securities solely in
shares of Junior Securities or the redemption, purchase or other acquisition of
Junior Securities solely in exchange for shares of Junior Securities, (y) the
payment of dividends on any Parity Securities solely in shares of Junior
Securities

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or the redemption, exchange, purchase or other acquisition of Series D Preferred
Stock or Parity Securities solely in exchange for (together with a cash
adjustment for fractional shares, if any) shares of Junior Securities; or (z)
the purchase or acquisition of Shares pursuant to a purchase or exchange offer
or offers made to all holders of outstanding shares of Series D Preferred Stock,
provided that the terms of the purchase or exchange offer shall be identical for
all shares of Series D Preferred Stock and all accrued dividends on such Shares
shall have been paid or shall have been declared and irrevocably set apart in
trust for the benefit of the holders of shares of Series D Preferred Stock and
for no other purpose. The provisions of this paragraph 3(d) are for the benefit
of the holders of Series D Preferred Stock and accordingly the provisions of
this paragraph 3(d) shall not restrict any redemption or purchase by this
Corporation or a Subsidiary thereof of Shares held by any holder, provided that
all other holders of Shares shall have waived in writing the benefits of this
provision with respect to such redemption.

          4.   Liquidation. Upon any liquidation, dissolution or winding up of
this Corporation, whether voluntary or involuntary, the holders of Series D
Preferred Stock shall be entitled to be paid an amount in cash equal to the
aggregate Liquidation Preference at the date of payment of all Shares
outstanding, which amounts shall be paid (x) before any distribution or payment
upon any such liquidation, dissolution or winding up of this Corporation is made
upon any Junior Securities, (y) on a pari passu basis with any such payment made
to the holders of any Parity Securities, and (z) after any such payment is made
upon any Senior Securities. The holders of Series D Preferred Stock shall be
entitled to no other or further distribution of or participation in any
remaining assets of this Corporation after receiving the full preferential
amounts provided for in the preceding sentence. If upon such liquidation,
dissolution or winding up, the assets of this Corporation to be distributed
among the holders of Series D Preferred Stock and to all holders of Parity
Securities are insufficient to permit payment in full to such holders of the
aggregate preferential amounts which they are entitled to be paid, then the
entire assets of this Corporation to be distributed to such holders shall be
distributed ratably among them based upon the full preferential amounts to which
the shares of Series D Preferred Stock and such Parity Securities would
otherwise respectively be entitled. Upon any such liquidation, dissolution or
winding up, after the holders of Series D Preferred Stock and Parity Securities
have been paid in full the amounts to which they are entitled, the remaining
assets of this Corporation may be distributed to the holders of Junior
Securities. This Corporation shall mail written notice of such liquidation,
dissolution or winding up to each record holder of Series D Preferred Stock not
less than 20 days prior to the payment date stated in such written notice.
Neither the consolidation or merger of this Corporation into or with any other
corporation or corporations, nor the sale, transfer or lease by this Corporation
of all or any part of its assets, shall be deemed to be a liquidation,
dissolution or winding up of this Corporation within the meaning of this
paragraph 4.

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          5.   Redemption.

               (a) Subject to paragraph 5(f), the shares of Series D Preferred
Stock may be redeemed out of funds legally available therefor, at the option of
this Corporation by action of the Board of Directors, in whole or from time to
time in part, on any Business Day after June 30, 2006 at the Redemption Price
per Share as of the applicable Redemption Date. If less than all outstanding
Shares are to be redeemed, Shares shall be redeemed ratably (as nearly as may be
practicable) among the holders thereof.

               (b) Subject to the rights of any Parity Securities and the
provisions of paragraph 5(f) and subject to any prohibitions or restrictions
contained in any Debt Instrument, at any time on or after June 30, 2006 or prior
thereto if a Default has occurred and during the continuance thereof, any holder
shall have the right, at such holder's option, to require redemption by this
Corporation at the Redemption Price per Share as of the applicable Redemption
Date of all or any portion of such holder's Shares, by written notice to this
Corporation stating the number of Shares to be redeemed. This Corporation shall
redeem, out of funds legally available therefor and not restricted in accordance
with the first sentence of this paragraph 5(b), the Shares so requested to be
redeemed on such date within 60 days following this Corporation's receipt of
such notice as this Corporation shall state in its notice given pursuant to
paragraph 5(c). If the funds of this Corporation legally available for
redemption of Shares and not restricted in accordance with the first sentence of
this paragraph 5(b) are insufficient to redeem the total number of Shares
required to be redeemed pursuant to this paragraph 5(b), then, those funds which
are legally available for redemption of such Shares and not so restricted will
be used to redeem the maximum possible number of such Shares ratably among the
holders who have required Shares to be redeemed under this paragraph 5(b). At
any time thereafter when additional funds of this Corporation are legally
available and not so restricted for such purpose, such funds will immediately be
used to redeem the Shares this Corporation failed to redeem on such Redemption
Date until the balance of such Shares are redeemed. Further, if the funds of
this Corporation legally available for redemption of Shares are sufficient to
pay the Redemption Price of the Shares requested to be redeemed in full, then
any portion of such Redemption Price not paid when due as provided in this
paragraph 5(b), notwithstanding that payment thereof is restricted pursuant to
any Debt Instrument in accordance with the first sentence of this paragraph
5(b), shall constitute indebtedness of this Corporation for borrowed money, the
payment of which indebtedness the holders requesting such redemption shall be
entitled to enforce by the exercise of any and all rights at law or in equity.

               (c) Notice of any redemption pursuant to this paragraph 5 shall
be mailed, first class, postage prepaid, not less than 30 days nor more than 60
days prior to the Redemption Date, to the holders of record of the shares of
Series D Preferred Stock to be redeemed, at their respective addresses as the
same appear upon the books of this Corporation or are supplied by them

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in writing to this Corporation for the purpose of such notice; but no failure to
mail such notice or any defect therein or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any shares of the Series D
Preferred Stock. Such notice shall set forth the Redemption Price, the
Redemption Date, the number of Shares to be redeemed and the place at which the
Shares called for redemption will, upon presentation and surrender of the stock
certificates evidencing such Shares, be redeemed. In case fewer than the total
number of shares of Series D Preferred Stock represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Shares will be
issued to the holder thereof without cost to such holder.

               (d) If notice of any redemption by this Corporation pursuant to
this paragraph 5 shall have been mailed as provided in paragraph 5(c) and if on
or before the Redemption Date specified in such notice the consideration
necessary for such redemption shall have been set apart so as to be available
therefor and only therefor, then on and after the close of business on the
Redemption Date, the Shares called for redemption, notwithstanding that any
certificate therefor shall not have been surrendered for cancellation, shall no
longer be deemed outstanding, and all rights with respect to such Shares shall
forthwith cease and terminate, except the right of the holders thereof to
receive upon surrender of their certificates the consideration payable upon
redemption thereof.

               (e) All shares of Series D Preferred Stock redeemed, retired,
purchased or otherwise acquired by this Corporation shall be retired and shall
be restored to the status of authorized and unissued shares of preferred stock
(and may be reissued as part of another series of the preferred stock of this
Corporation, but such shares shall not be reissued as Series D Preferred Stock).

               (f) If and so long as this Corporation shall fail to redeem on a
Redemption Date pursuant to this paragraph 5 all shares of Series D Preferred
Stock required to be redeemed on such date, this Corporation shall not redeem,
or discharge any sinking fund obligation with respect to, any Shares, Junior
Securities or Parity Securities, or set aside any money or assets for any such
purpose, unless all then outstanding Shares required to be redeemed are redeemed
pursuant to the terms hereof, and shall not declare or pay any dividend on or
make any distribution with respect to any Junior Securities or set aside any
money or assets for any such purpose, and neither this Corporation nor any
Subsidiary thereof shall purchase or otherwise acquire any Shares, Parity
Securities or Junior Securities. Nothing contained in this paragraph 5(f) shall
prevent (i) the payment of dividends on any Junior Securities solely in shares
of Junior Securities or the redemption, purchase or other acquisition of Junior
Securities solely in exchange for shares of Junior Securities, (ii) the
redemption, exchange, purchase or other acquisition of Series D Preferred Stock
or Parity Securities solely in exchange for (together with a cash adjustment for
fractional shares, if any), shares of Junior Securities, or (iii) the purchase
or acquisition of shares of Series D Preferred Stock pursuant to a purchase or
exchange offer or offers made to all holders of outstanding shares of Series D
Preferred Stock, provided that the terms of the purchase or exchange offer shall
be identical for

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all Shares and all accrued dividends on such Shares shall have been declared and
irrevocably set apart in trust for the benefit of the holders of Shares and for
no other purpose. The provisions of this paragraph 5(f) are for the benefit of
holders of Series D Preferred Stock and accordingly the provisions of this
paragraph 5(f) shall not restrict any redemption or purchase by this Corporation
or a Subsidiary thereof of Shares held by any holder, provided that all other
holders of Shares shall have waived in writing the benefits of this provision
with respect to such redemption.

          6.   Voting Rights. The holders of the Series D Preferred Stock shall
have no voting rights whatsoever, except as required by law and except that, for
so long as any Shares remain outstanding, this Corporation will not, either
directly or indirectly, without the consent of the holders of record of at least
66 2/3% of the number of Shares then outstanding, take any action (including by
merger, consolidation or binding share exchange with any other corporation or
entity) to amend, alter or repeal (i) any of the provisions hereof, (ii) any of
the provisions of the Certificate of Incorporation of this Corporation so as to
affect adversely any preference or any relative or other right given to the
Series D Preferred Stock, or (iii) any of paragraphs 3 or 4 or the first
sentence of paragraph 2 of Section A of Article IV of the Certificate of
Incorporation of this Corporation.

          7.   Waiver. Any provision of this Certificate of Designations which,
for the benefit of the holders of Series D Preferred Stock, prohibits, limits or
restricts actions by the Corporation, or imposes obligations on the Corporation,
including but not limited to provisions relating to the obligation of the
Corporation to redeem or convert such Shares, may be waived in whole or in part,
or the application of all or any part of such provision in any particular
circumstance or generally may be waived, in each case by the affirmative vote or
with the consent of the holders of record of at least 66 2/3% of the number of
Shares then outstanding (or such greater percentage thereof as may be required
by this Certificate of Designations, applicable law or any applicable rules of
any national securities exchange or national interdealer quotation system),
either in writing or by vote at an annual meeting or a special meeting called
for such purpose at which the holders of Series D Preferred Stock shall vote as
a separate class.

          8.   Preemptive Rights. The holders of the Series D Preferred Stock
will not have any preemptive right to subscribe for or purchase any shares of
stock or any other securities which may be issued by this Corporation.

          9.   Senior Securities. The Series D Preferred Stock shall not rank
junior to any other classes or series of stock of this Corporation in respect of
the right to receive dividends or the right to participate in any distribution
upon liquidation, dissolution or winding up of this Corporation. Without the
prior consent of the holders of record of at least 66 2/3% of the number of
Shares then outstanding, this Corporation shall not issue any Senior Securities.

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          10.  Claims.  In the event of any action at law or suit in equity with
respect to the Series D Preferred Stock, this Corporation, in addition to all
other sums which it may be required to pay, will pay a reasonable sum for
attorney's fees incurred by the holders of the Series D Preferred Stock in
connection with such action or suit and all other costs of collection. The
Corporation shall not assert its right to trial by jury in any action, suit or
proceeding arising from or related to this Series D Preferred Stock.

          11.  Exclusion of Other Rights. Except as may otherwise be required by
law and for the equitable rights and remedies that may otherwise be available to
holders of Series D Preferred Stock, the shares of Series D Preferred Stock
shall not have any designations, preferences, limitations or relative rights,
other than those specifically set forth in these resolutions (as such
resolutions may, subject to paragraph 6, be amended from time to time) and in
the Certificate of Incorporation of this Corporation.

          12.  Headings. The headings of the various paragraphs and
subparagraphs hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

          FURTHER RESOLVED, that the appropriate officers of this Corporation
are hereby authorized to execute and acknowledge a certificate setting forth
these resolutions and to cause such certificate to be filed and recorded, in
accordance with the requirements of Section 151(g) of the General Corporation
Law of the State of Delaware."

          The undersigned has signed this Certificate of Designations on this
29th day of September, 2000.

                                    /s/ Mark D. Rozells
                                    -----------------------------------------
                                    Name:  Mark D. Rozells
                                    Title: Vice President


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