<PAGE>
                                      
                CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND
             RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL
                RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS,
                    LIMITATIONS AND RESTRICTIONS THEREOF
                                     OF
             REDEEMABLE EXCHANGEABLE CUMULATIVE PREFERRED STOCK
                                     OF
                        AFTERMARKET TECHNOLOGY CORP.

                       ______________________________

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


     Aftermarket Technology Corp., a Delaware corporation (the "Corporation"), 
certifies that pursuant to the authority contained in Article IV of its 
Certificate of Incorporation, and in accordance with the provisions of 
Section 151 of the General Corporation Law of the State of Delaware, its 
Board of Directors, by unanimous written consent of the Board of Directors 
dated as of December 13, 1996, adopted the following resolution creating a 
series of its Preferred Stock, par value $0.01 per share, designated as 
Redeemable Exchangeable Cumulative Preferred Stock:

     WHEREAS, in connection with the future merger of Aftermarket Technology 
Holdings Corp., a Delaware corporation and the Corporation's parent 
("Holdings"), with and into the Corporation with the Corporation as the 
surviving corporation (the "Merger"), each outstanding share of preferred 
stock of Holdings will be converted into one share of preferred stock of the 
Corporation; and

     WHEREAS, the Certificate of Incorporation of the Corporation authorizes 
a class of shares known as Preferred Stock, par value $0.01 per share, to be 
issuable from time to time in one or more series; 

     RESOLVED, that pursuant to the authority expressly granted to and vested 
in the Board of Directors of the Corporation by the provisions of the 
Certificate of Incorporation, the Board hereby creates a series of the class 
of authorized Preferred Stock of the Corporation, and hereby fixes 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 
follows:

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     1.  DESIGNATION, ISSUANCE AND STATED VALUE.  The designation of the 
series of Preferred Stock authorized by this resolution shall be "Redeemable 
Exchangeable Cumulative Preferred Stock" (the "Redeemable Preferred Stock").  
The number of shares of Redeemable Preferred Stock issuable hereunder shall 
be 200,000.  The shares of Redeemable Preferred Stock shall be issued by the 
Corporation in such amounts, at such times and to such persons as shall be 
specified by the Corporation's Board of Directors, from time to time.  For 
the purposes hereof, the "Stated Value" of each share of Redeemable Preferred 
Stock (regardless of its par value) shall be $100 plus an amount equal to the 
accrued but unpaid dividends with respect to a share of Redeemable Exchange 
Cumulative Preferred Stock, par value $0.01 per share, of Holdings as of the 
effective date of the Merger, which Stated Value shall be proportionately 
increased or decreased for any stock consolidation or stock split, 
respectively, of the outstanding shares of Redeemable Preferred Stock.

     2.  RANK.  The Redeemable Preferred Stock shall, with respect to 
dividend rights and rights on liquidation, winding up and dissolution, rank 
junior to all classes and series of stock of the Corporation now or hereafter 
authorized, issued or outstanding (collectively, the "Senior Securities") 
other than the Corporation's "Junior Securities."  For the purposes hereof, 
"Junior Securities" means all series and classes of common stock, $.01 par 
value per share (the "Common Stock"), of the Corporation, and such classes or 
series of stock of the Corporation as shall be designated as junior to the 
Redeemable Preferred Stock. The Corporation shall not issue any series or 
class of stock ranking senior to the Redeemable Preferred Stock without the 
affirmative vote of a majority of the outstanding shares of Redeemable 
Preferred Stock.

     3.  DIVIDENDS.

         (a)  AMOUNT.  On the last business day of June in each calendar year 
(the "Dividend Accrual Date"), the holder of record of each share of the 
Redeemable Preferred Stock as their names appear in the stock register of the 
Corporation on such date shall become entitled to receive (when, as and if 
declared by the Board of Directors of the Corporation) a dividend (the 
"Annual Dividend") equal to the sum of (i) ten percent (10%) of the Stated 
Value of such share (pro-rated for any portion of a full year that such share 
shall have been issued and outstanding) plus (ii) ten percent (10%) of the 
Unpaid Dividend Amount (as defined below) as of the previous Dividend Accrual 
Date.  The Unpaid Dividend Amount with respect to each share of the 
Redeemable Preferred Stock shall be equal to the aggregate of all Annual 
Dividends that the holder of such share shall have theretofore become 
entitled to receive for such share but that shall not have been declared and 
paid by the Board of Directors of the Corporation.

         (b)  ACCUMULATION AND TIME OF PAYMENT.  Dividends on each share of 
the Redeemable Preferred Stock shall be cumulative and shall accrue from day 
to day, whether or not earned or declared, commencing with the date of issue 
of such share. Dividends shall be payable annually, when, as and if declared 
by the Board of Directors of the Corporation.

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<PAGE>

         (c)  PAYMENT OF ACCUMULATED DIVIDENDS.  Accumulated dividends not 
paid on prior Dividend Accrual Dates may be declared by the Board of 
Directors and paid to the holders of record of outstanding shares of 
Redeemable Preferred Stock as their names shall appear on the stock register 
of the Corporation on a record date to be established by the Board of 
Directors, which record date shall be not more than sixty (60) nor less than 
thirty (30) days preceding the date of payment, whether or not such date is a 
Dividend Accrual Date.  Holders of outstanding shares of Redeemable Preferred 
Stock shall not be entitled to receive any dividends in excess of the full 
cumulative dividends to which such holders are entitled as provided in this 
Section 3.

         (d)  RESTRICTIONS ON PAYMENT OF DIVIDENDS.  Notwithstanding anything 
contained herein to the contrary, no dividends on shares of Redeemable 
Preferred Stock shall be declared by the Board of Directors or paid or set 
apart for payment by the Corporation: (i) unless, prior to or concurrently 
with such declaration, payment or setting apart, all accrued and unpaid 
dividends, if any, on shares of Senior Securities shall have been paid or 
declared and set apart for payment through the dividend payment period with 
respect to such Senior Securities which next precedes or coincides with the 
Dividend Accrual Date; or (ii) at such time as such declaration, payment or 
setting apart is prohibited by the Delaware General Corporation Law (the 
"DGCL"); or (iii) at such time as the terms and provisions of any contract or 
other agreement of the Corporation or any of its subsidiaries entered into or 
assumed providing financing (including acquisition financing) or working 
capital to the Corporation or any of its subsidiaries (whether or not entered 
into prior to, at or after the issuance of the Redeemable Preferred Stock), 
specifically prohibits such declaration, payment or setting apart for payment 
or provides that such declaration, payment or setting apart for payment would 
constitute a breach thereof or a default thereunder.

     4.  RESTRICTIONS ON JUNIOR PAYMENTS.  So long as any shares of 
Redeemable Preferred Stock are outstanding, the Corporation shall not (a) 
declare, pay or set apart for payment any dividend on, or make any 
distribution in respect of, Junior Securities or any warrants, rights, calls 
or options exercisable or convertible into any Junior Securities, either 
directly or indirectly, whether in cash, obligations or shares of the 
Corporation or other property (other than distributions or dividends solely 
in the form of a particular class or series of Junior Securities, or 
warrants, rights or options exercisable for such Junior Securities, to 
holders of such Junior Securities), (b) make any payment on account of, or 
set apart for payment money for a sinking or other similar fund for, the 
purchase, redemption, retirement or other acquisition for value of any of, or 
redeem, purchase, retire or otherwise acquire for value any of, the Junior 
Securities (other than as a result of a reclassification of Junior Securities 
or the exchange or conversion of one class or series of Junior Securities for 
or into another class or series of Junior Securities) or any warrants, 
rights, calls or options exercisable for or convertible into any of the 
Junior Securities, or (c) permit any corporation or other entity directly or 
indirectly controlled by the Corporation to purchase, redeem, retire or 
otherwise acquire for value any of the Junior Securities or any warrants, 
rights, calls or options exercisable for or convertible into any Junior 
Securities; PROVIDED, HOWEVER, that the restrictions of this Section 4 may be 
waived by the affirmative vote of a majority of the 

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outstanding shares of Redeemable Preferred Stock; PROVIDED FURTHER, HOWEVER, 
that the restrictions of this Section 4 shall not apply to the repurchase or 
redemption of shares of Common Stock or Redeemable Preferred Stock under that 
certain Stockholders Agreement dated as of July 18, 1994 among Holdings and 
certain of its stockholders, optionholders and warrantholders, to which the 
Corporation will become a party at the effective time of the Merger, as the 
same may be supplemented, amended or otherwise modified from time to time, 
(i) out of the net cash proceeds derived by the Corporation out of a prior or 
substantially contemporaneous issuance of Junior Securities or (ii) for an 
aggregate purchase price not to exceed the lesser of (A) 25% of the net 
income of Holdings and its subsidiaries for the period commencing July 1, 
1994 through the effective time of the Merger plus 25% of the net income of 
the Corporation and its subsidiaries for the period commencing at the 
effective time of the Merger through the date of determination, in each case 
determined on a consolidated basis in accordance with generally accepted 
accounting principles consistently applied for such periods, and (B) 
$1,000,000.

     5.  LIQUIDATION PREFERENCE.

         (a)  THE LIQUIDATION PREFERENCE.  In the event of any voluntary or 
involuntary liquidation, dissolution or winding up the affairs of the 
Corporation, the holders of shares of Redeemable Preferred Stock then 
outstanding shall be entitled to be paid out of the assets of the Corporation 
available for distribution to its stockholders, whether such assets are 
capital or surplus and whether or not any dividends are declared, an amount 
equal to the Stated Value for each share outstanding plus an amount equal to 
all accrued but unpaid dividends thereon to the date fixed for liquidation, 
dissolution or winding up (the "Liquidation Preference"), before any payment 
shall be made or any assets distributed to the holders of Junior Securities.  
If the assets of the Corporation are not sufficient to pay in full the 
liquidation payments payable to the holders of outstanding shares of the 
Redeemable Preferred Stock and any series of preferred stock or any other 
class of stock on a parity, as to rights on liquidation, dissolution or 
winding up, with the Redeemable Preferred Stock, then the holders of all such 
shares shall share ratably in such distribution of assets in accordance with 
the amount that would be payable on such distribution if the amounts to which 
the holders of outstanding shares of Redeemable Preferred Stock and the 
holders of outstanding shares of such other securities are entitled were paid 
in full.  Nothing herein contained shall be deemed to prevent redemption of 
shares of the Redeemable Preferred Stock by the Corporation in the manner 
provided in Section 6.  The liquidation payment with respect to each 
outstanding fractional share of Redeemable Preferred Stock shall be equal to 
a ratably proportionate amount of the liquidation payment with respect to 
each outstanding share of Redeemable Preferred Stock.  All payments for which 
this Section 5 provides shall be in cash, property (valued at its fair market 
value, as determined by an independent nationally recognized investment 
banking firm) or a combination thereof; PROVIDED, HOWEVER, that no cash shall 
be paid to holders of Junior Securities unless each holder of the outstanding 
shares of  Redeemable Preferred Stock has been paid in cash the full amount 
of the Liquidation Preference to which such holder is entitled as provided 
herein. After payment of the full amount of the Liquidation Preference to 
which each holder is entitled, such holders of shares 

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<PAGE>

of Redeemable Preferred Stock will not be entitled to any further 
participation in any distribution of the assets of the Corporation.

         (b)  EVENTS NOT CONSTITUTING LIQUIDATION.  For the purposes of this 
Section 5, neither the voluntary sale, conveyance, exchange or transfer (for 
cash, shares of stock, securities or other consideration) of all or 
substantially all of the property or assets of the Corporation nor the 
consolidation or merger of the Corporation with or into any other corporation 
shall be deemed to be a voluntary or involuntary liquidation, dissolution or 
winding up of the Corporation.

     6.  REDEMPTION.

         (a)  OPTIONAL REDEMPTION.  Subject to the restrictions set forth in 
Section 6(c) hereof, the Corporation may, at the option of the Board of 
Directors, at any time or from time to time, in whole or in part, redeem the 
shares of Redeemable Preferred Stock at the time outstanding, at a redemption 
price equal to the Stated Value per share, together with an amount equal to 
accrued and unpaid dividends thereon to the date fixed for such redemption.

         (b)  MANNER OF REDEMPTION.  No prior notice of redemption of 
outstanding shares of Redeemable Preferred Stock pursuant to Section 6(a) to 
the holders of record of outstanding shares of Redeemable Preferred Stock 
selected for redemption shall be required.  If, as a result of a redemption, 
a holder would be left with a fraction of a share of Redeemable Preferred 
Stock, the Corporation shall redeem the number of shares of such holder that 
it otherwise would redeem rounded up or down, in the Corporation's sole 
discretion, to the nearest whole number.

         (c)  RESTRICTIONS ON REDEMPTIONS.  No shares of Redeemable Preferred 
Stock shall be redeemed in whole or part under Sections 6(a) or 6(b) hereof: 
(i) at any time that such redemption is prohibited by the DGCL; (ii) at any 
time that the terms and provisions of any contract or other agreement of the 
Corporation or any of its subsidiaries entered into or assumed providing 
financing (including acquisition financing) or working capital to the 
Corporation or any of its subsidiaries (whether or not entered into prior to, 
at or after the issuance of the Redeemable Preferred Stock), specifically 
prohibits such redemption or provides that such redemption would constitute a 
breach thereof or a default thereunder; (iii) unless, prior to or 
concurrently with such redemption, all unpaid and accrued dividends on Senior 
Securities for dividend periods preceding or ending on the redemption date 
have been paid in full or have been declared and set aside for payment in 
full; or (iv) at any time that the Corporation shall be in default in respect 
of any of its redemption obligations on or under Senior Securities.

         (d)  PRIORITY AS TO JUNIOR SECURITIES.  The Corporation shall take 
no action that would otherwise require the Corporation to redeem any 
outstanding shares of Redeemable Preferred Stock pursuant to Section 6(a) 
hereof (each a "Redemption Obligation") 

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if at such time the Corporation is unable to discharge its Redemption 
Obligation; PROVIDED, HOWEVER, that if the Corporation fails to discharge any 
Redemption Obligation (without regard as to the circumstances pursuant to 
which such Redemption Obligation arose), (x) the Redemption Obligation shall 
be discharged as soon as the Corporation is able to discharge such Redemption 
Obligation, and (y) so long as such Redemption Obligation shall be 
outstanding but shall not be fully discharged, the Corporation shall not (i) 
declare, pay or set apart for payment any dividend on, or make any 
distribution in respect of, the Junior Securities or any warrants, rights, 
calls or options exercisable for or convertible into any of the Junior 
Securities, either directly or indirectly, whether in cash, obligations or 
shares of the Corporation or other property (other than distributions or 
dividends of a particular class or series of Junior Securities, or warrants, 
rights or options exercisable for such Junior Securities, to holders of such 
Junior Securities), or (ii) make any payment on account of, or set apart for 
payment money for a sinking or other similar fund for, the purchase, 
redemption, retirement or other acquisition for value of any of, or redeem, 
purchase, retire or otherwise acquire for value any of, the Junior Securities 
(other than as a result of a reclassification of Junior Securities or the 
exchange or conversion of one class or series of Junior Securities for or 
into another class or series of Junior Securities, other than through the use 
of the proceeds of a substantially contemporaneous sale of other Junior 
Securities) or any warrants, rights, calls or options exercisable for or 
convertible into any of the Junior Securities, or (iii) permit any 
corporation or other entity directly or indirectly controlled by the 
Corporation to purchase, redeem, retire or otherwise acquire for value any of 
the Junior Securities or any warrants, rights, calls or options exercisable 
for or convertible into any of the Junior Securities. Notwithstanding the 
immediately preceding sentence, the restrictions of this Section 6(d) shall 
not apply to the repurchase or redemption of shares of the Corporation's 
capital stock in accordance with Section 4 hereof.

     7.  EXCHANGE.  The Redeemable Preferred Stock is exchangeable to the 
extent of funds legally available for the redemption thereof on the date of 
exchange, at the sole option of the Corporation, in whole or in part from 
time to time, on or after January 1, 1995, for the Corporation's Subordinated 
Exchange Debentures due July 31, 2006 (the "Exchange Debentures").  The 
Exchange Debentures shall be issued pursuant to an indenture, the form of 
which shall have been approved by the Corporation and the holders of a 
majority of the then outstanding shares of Redeemable Preferred Stock.  
Holders of the outstanding shares of Redeemable Preferred Stock will be 
entitled to receive $100.00 principal amount of the Exchange Debentures in 
exchange for each share of Redeemable Preferred Stock held by them at the 
time of exchange and, at the option of the Corporation, cash or such 
principal amount of the Exchange Debentures equal to all accrued but unpaid 
dividend amounts at the time of the exchange.  Such holders may receive 
Exchange Debentures in amounts less than $100.00 as may be necessary due to 
the issuance of fractional shares of Redeemable Preferred Stock.  The 
Corporation will cause the Exchange Debentures to be authenticated as of the 
date on which the exchange is effective and dated the Dividend Accrual Date 
that coincides with the date of exchange.

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     8.  PROCEDURE FOR REDEMPTION OR EXCHANGE.

         (a)  SELECTION.  In the event that fewer than all of the outstanding 
shares of Redeemable Preferred Stock are to be redeemed or exchanged pursuant 
to Section 6 or 7 hereof, the number of shares to be redeemed or exchanged, 
shall be determined by the Board of Directors at its sole option and shall be 
redeemed or exchanged pro rata among all holders of the Redeemable Preferred 
Stock.

         (b)  NOTICE.  If the Corporation exchanges shares of Redeemable 
Preferred Stock, notice of every exchange of shares of Redeemable Preferred 
Stock shall be mailed by first class mail, postage prepaid, not less than 
thirty (30) days nor more than sixty (60) days prior to the exchange date 
addressed to the holders of record of the shares to be exchanged at their 
respective last addresses as they shall appear on the books of the 
Corporation; PROVIDED, HOWEVER, that the failure to give such notice or any 
defect therein or in the mailing thereof shall not affect the validity of the 
exchange of any shares so to be exchanged except as to the holder to whom the 
Corporation has failed to give such notice or except as to the holder to whom 
such notice was defective.  Each such notice shall state: (i) the exchange 
date; (ii) that shares of Redeemable Preferred Stock are to be exchanged and, 
if less than all the shares held by such holder are to be exchanged, the 
number of such shares to be exchanged; (iii) the exchange price; (iv) the 
place or places where certificates for such shares are to be surrendered for 
payment of the exchange price; and (v) that dividends on the shares to be 
exchanged will cease to accrue on such redemption date.

         (c)  EFFECT OF REDEMPTION OR EXCHANGE.  From and after the 
redemption date or as of the exchange date, dividends on the shares of 
Redeemable Preferred Stock so called for redemption or exchange shall cease 
to accrue, and said shares shall no longer be deemed to be outstanding and 
shall be retired and shall have the status of authorized but unissued shares 
of preferred stock, unclassified as to series, and shall not be reissued as 
shares of Redeemable Preferred Stock, and all rights of the holders thereof 
as stockholders of the Corporation (except the right to receive from the 
Corporation the redemption price as provided in Section 6 or the Exchange 
Debentures upon exchange and any accrued and unpaid dividends, in cash or 
Exchange Debentures as provided in Section 7) shall cease and terminate.  In 
the event of redemption, if prior to the date of redemption all said funds 
necessary for such redemption shall have been irrevocably deposited in trust, 
for the account of the holders of the shares of the Redeemable Preferred 
Stock to be redeemed (and so as to be and continue to be available therefor), 
with a bank or trust company thereupon and without awaiting the redemption 
date, all shares of the Redeemable Preferred Stock with respect to which such 
deposit shall have been so made, shall be deemed to be no longer outstanding 
and all rights with respect to such shares of the Redeemable Preferred Stock 
shall forthwith upon such deposit in trust cease and terminate (except the 
right of the holders thereof on or after the redemption date to receive from 
such deposit the amount payable upon the redemption).  In case the holders of 
shares of the Redeemable Preferred Stock that shall have been called for 
redemption shall not within two years (or any longer period if required by 
law) after the redemption date claim any amount so deposited in trust for the 
redemption of such shares, such 

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bank or trust company shall, upon demand and if permitted by applicable law, 
pay over to the Corporation any such unclaimed amount so deposited with it 
and shall thereupon be relieved of all responsibility in respect thereof, and 
thereafter the holders of such shares shall, subject to applicable escheat 
laws, look only to the Corporation for payment of the redemption price 
thereof.  Upon surrender of the certificates for any shares so redeemed or 
exchanged (properly endorsed or assigned for transfer, if the Board of 
Directors of the Corporation shall so require), the redemption price provided 
in Section 6 or the Exchange Debentures and any cash to be delivered by the 
Corporation pursuant to Section 6 shall be delivered to the registered holder 
of such certificates.  In case fewer than all the shares represented by any 
such certificate are redeemed or exchanged, a new certificate shall be issued 
representing the unredeemed or unexchanged shares without cost to the holder 
thereof.

     9.  VOTING RIGHTS.  Except as specifically set forth herein or in the 
DGCL, the holders of shares of Redeemable Preferred Stock shall not be 
entitled to any voting rights with respect to any matters voted upon by 
stockholders of the Corporation.

     10. SECTION HEADINGS.  Section headings are for convenience of reference 
only and shall not constitute a part of this Certificate or be referred to in 
connection with the interpretation or construction hereof.





























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     IN WITNESS WHEREOF, the Corporation has caused this certificate to be 
executed, signed and acknowledged by Mark C. Hardy, its Vice President, and 
to be attested by John C. Kent, its Secretary, this 13th day of December, 
1996.

                                                   /s/  MARK C. HARDY
                                         ------------------------------------- 
                                              Mark C. Hardy, Vice President    

Attest:  /s/  JOHN C. KENT     
------------------------------------- 
      John C. Kent, Secretary


























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