CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION        OF        JUNIOR CLASS B PIK PREFERRED STOCK        OF        FANNIE MAY HOLDINGS, INC.

Pursuant
to Section 242 of the Delaware
General Corporation Law

The
undersigned, President and Secretary, respectively, of FANNIE MAY HOLDINGS, INC., a Delaware corporation (the "Company"), certify that pursuant to authority granted to and
vested in the Board of Directors of the Company by the provisions of the Certificate of Incorporation of the Company, the Board of Directors has adopted the following resolution amending and restating
the Certificate of Designation of Junior Class B PIK Preferred Stock of the Company:

WHEREAS,
pursuant to the authority granted to and vested in the Board of Directors of the Company (hereinafter the "Board of Directors") in accordance with the provisions of the
Certificate of Incorporation of the Company, the Board of Directors created a series of Preferred Stock designated as the Junior Class B PIK Preferred Stock, without par value, of the Company
(such series being hereinafter sometimes called the Junior Class B PIK Preferred Stock) and fixed 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 as set forth in that certain Certificate of Designation dated
October 28, 1991 (the "Original Certificate of Designation"), and filed in the office of the Secretary of State of the State of Delaware on October 29,
1991, which Certificate of Designation became a part of the Company's Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware;

WHEREAS,
on June 28, 2001, the Company filed an amendment to Section 1.5(b) of the Original Certificate of Designation, pursuant to which the mandatory redemption
date of the Junior Class B PIK Preferred Stock was extended from November 1, 2001 until March 15, 2006;

WHEREAS,
the Company desires to further amend certain other provisions of the Original Certificate of Designation to modify the accrual of dividends on the Junior Class B PIK
Preferred Stock;

WHEREAS,
pursuant to the General Corporation Law of the State of Delaware, such changes require that the Company further amend its Certificate of Incorporation; and

WHEREAS,
the holders of the Junior Class B PIK Preferred Stock have unanimously approved the amendment and restatement of the Certificate of Designation set forth below.

NOW,
THEREFORE, BE IT RESOLVED, that the Company hereby amends its Certificate of Incorporation by amending and restating, in its entirety, the Certificate of Designation, and hereby
fixes the relative rights, preferences, and limitations of the Junior Class B PIK Preferred Stock as follows:



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IN WITNESS WHEREOF, this Certificate of Amendment has been executed and attested by the undersigned on December 18, 2001.

|                                                |  | /s/TED A. SHEPHERDTed A. Shepherd,President
|----------------------------------------------- |  | -------------------------------------------
|Attest:                                         |  |                                            
|/s/RICHARD J. ANGLINRichard J. Anglin,Secretary |  |                                            

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