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                                                                   Exhibit 10.33

                           CERTIFICATE OF DESIGNATION
                                       OF
                       JUNIOR CLASS A PIK PREFERRED STOCK
                                       OF
                            FANNIE MAY HOLDINGS, INC.

                     Pursuant to Section 151 of the Delaware
                             General Corporation Law

                  The undersigned, Vice President and Assistant 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 creating a series of Preferred Stock of the Company designated as the
Junior Class A PIK Preferred Stock:

                  RESOLVED, by the Board of Directors of Fannie May Holdings,
         Inc., a Delaware corporation (the "Company"), that pursuant to
         authority expressly granted to and vested in the Board of Directors by
         the provisions of the certificate of Incorporation of the Company, the
         Board of Directors hereby creates a series of authorized Preferred
         Stock, without par value, of the Company (such series being hereinafter
         sometimes called the Junior Class A PIK Preferred Stock), and
         authorizes the issuance thereof, 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
         caries, and the qualifications, limitations or restrictions thereof (in
         addition to the designation, preferences and relative, participating
         and other special rights, and the qualifications, limitations or
         restrictions thereof, set forth in the Certificate of Incorporation of
         the Company, which are applicable to the preferred stock of all series)
         as follows:

                  1.1      DESIGNATION AND AMOUNT

                           The shares of such series shall be designated Junior
                  Class A PIK Preferred Stock and the nor of shares constituting
                  such series shall initially be 625.

                  1.2      DIVIDENDS

                           The holders of shares of Junior Class A PIK Preferred
                  Stock shall be entitled to receive, out of the assets of the
                  Company legally available therefor and as and when declared by
                  the Board

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                  of Directors, dividends at the rate of $2,000 per share per
                  annum, payable annually on the first business day of the month
                  of November in each year, (each a "Dividend Payment Date")
                  commencing November 1, 1992 to Stockholders of record as of
                  each such date until the Junior Class A PIK Preferred Stock is
                  redeemed as hereinafter provided.

                           At the option of the Company and except as provided
                  below, all of such dividends may be paid, instead of in cash,
                  in whole or in part, on declaration of the Board of Directors,
                  in additional shares of Junior Class A PIK Preferred Stock
                  (the "Additional Shares") on any or all Dividend Payment
                  Dates. To the extent dividends are paid in Additional Shares,
                  such Additional Shares shall be valued at $25,000 per share
                  with a liquidation value of $25,000 per share and shall have
                  dividends payable annually at the rate specified in the next
                  preceding paragraph, subject to the option of the Company to
                  pay such dividends in Additional Shares in lieu of cash on any
                  or all Dividend Payment Dates.

                           Dividends shall accrue from the date of original
                  issue of the Junior Class A PIK Preferred Stock, except that
                  dividends on Additional Shares shall accrue from the date such
                  Additional Shares are issued. Dividends which are not paid in
                  full will cumulate as if dividends had been paid on the
                  relevant Dividend Payment Date in Additional Shares and such
                  Additional Shares will be deemed to be outstanding on each
                  succeeding Dividend Payment Date until such accumulated annual
                  dividends shall have been declared and paid in cash or in
                  Additional Shares. Any such declaration may be for a portion,
                  or all, of the then accumulated dividends. To the extent that
                  all or any part of dividends in Additional Shares would result
                  in the issuance of a fractional Additional Share (which shall
                  be determined with respect to the aggregate number of shares
                  of Junior Class A PIK Preferred Stock held, or deemed to be
                  held, of record by each holder) then such amount shall be paid
                  in cash or shall be paid in fractions of Additional Shares
                  based on a value of $25,000 per share.

                           No dividend may be paid or declared and set apart for
                  payment on any share of Junior Class A PIK Preferred Stock
                  unless at the same time a ratable dividend in cash or
                  Additional Shares is paid or set apart for payment on all
                  shares of Junior Class A PIK Preferred Stock then outstanding.

                  1.3      LIQUIDATION RIGHTS

                           Preference on Liquidation, etc. In the event of any
                  voluntary or involuntary liquidation, dissolution or
                  winding-up of


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                  the Company, before any payment or distribution of the assets
                  of the Company (whether capital or surplus) or proceeds
                  thereof, shall be made to or set apart for the holders of
                  shares of any Junior Securities but after all the Senior
                  Preferred Stock shall have been redeemed in cash in full, the
                  holders of shares of Junior Class A PIK Preferred stock not
                  then redeemed shall be entitled to receive payment of $25,000
                  per share held by them, plus an amount equal to all accrued
                  and unpaid dividends thereon, whether or not declared, to the
                  date of such payment. If, upon any liquidation, dissolution or
                  winding-up of the Company, the assets of the Company, or
                  proceeds thereof, distributed among the holders of shares of
                  Junior Class A PIK Preferred Stock shall be insufficient to
                  pay in full the respective preferential amounts on shares of
                  Junior Class A PIK Preferred Stock, then such assets, or the
                  proceeds thereof, shall be distributed among the holders of
                  Junior Class A PIK Preferred Stock ratably in accordance with
                  the respective amounts which would be payable on such shares
                  if all amounts payable thereon were paid in full. After
                  payment of the full amount of the liquidation preference to
                  which the holders of Senior Preferred Stock are entitled and
                  then payment of the full amount of the liquidation preference
                  to which the holders of the Junior Class A PIK Preferred Stock
                  are entitled, the holders of the Junior Class A PIK Preferred
                  Stock will not be entitled to any further participation in any
                  distribution of assets of the Company. For the purposes of
                  this paragraph 1.3, the merger or the consolidation of the
                  Company into or with another corporation or the merger or
                  consolidation of any other corporation (other than a wholly
                  owned subsidiary) into or with the Company or the sale,
                  transfer or other disposition of all or substantially all the
                  assets of the Company, shall be deemed to be a voluntary or
                  involuntary liquidation, dissolution or winding-up of the
                  Company.

                  1.4      RETIREMENT OF SHARES

                           Shares of Junior Class A PIK Preferred Stock which
                  have been issued and have been redeemed, repurchased or
                  reacquired in any manner by the Company shall be retired and
                  not reissued and shall resume the status of authorized but
                  unissued and non-designated shares of Preferred Stock of the
                  Company.

                  1.5      REDEMPTION

                           (a)      Provided all of the shares of Senior
                  Preferred Stock have been redeemed for cash, with all
                  dividends accrued thereon, and such redemption is not then
                  prohibited by any agreement to which the Corporation is then a
                  party, the shares of Junior Class A PIK Preferred Stock (i)
                  may be redeemed at any time at the


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                  Company's option, at $25,000 per share, plus in each case all
                  accrued and unpaid dividends thereon, whether or not declared,
                  to the date of redemption, and (ii) shall be redeemed in
                  accordance with the provisions of Section 2.7 of the
                  Securities Purchase Agreement by and among the Company, FMCAN
                  Acquisition Corp., an Illinois corporation, and the purchasers
                  thereunder pursuant to which the Company initially issued its
                  Junior Class A PIK Preferred Stock, as from time to time
                  amended. If less than all the shares of Junior Class A PIK
                  Preferred Stock are to be redeemed, the shares to be redeemed
                  will be redeemed on a pro rata basis. For purposes of this
                  Section 1.5(a), dividends shall be deemed to accrue at the
                  rate of $5.50 per share per day prior to their declaration.

                           (b)      All shares of Junior Class A PIK Preferred
                  Stock not theretofore redeemed, shall be redeemed by payment
                  of cash on the Dividend Payment Date occurring in 2001 at
                  $25,000 per share plus all accrued and unpaid dividends
                  thereon, whether or not declared, to the date of redemption,
                  subject to the applicable provisions of law.

                           (c)      The Company shall cause to be mailed to each
                  of the holders of Junior Class A PIK Preferred Stock to be
                  redeemed, at their last addresses as they shall appear upon
                  the Preferred Stock Register, at least 15 days and not more
                  than 90 days prior to the record date of such redemption, a
                  notice stating the date on which such redemption is expected
                  to take place (the "Redemption Date") Except as otherwise
                  required by applicable law, the failure to give any such
                  notice, or any defect therein, shall not affect the validity
                  of such a redemption.

                           (d)      On or after the Redemption Date, the holders
                  of shares of Junior Class A PIK Preferred Stock which have
                  been redeemed shall surrender their certificates representing
                  such shares to the Company at its principal place of business
                  or as otherwise notified, and thereupon the redemption price
                  of such shares shall be payable to the order of the person
                  whose name appears on such certificate or certificates as the
                  owner thereof and each surrendered certificate shall be
                  cancelled. From and after the Redemption Date, all rights of
                  the holders of such redeemed shares of Junior Class A PIK
                  Preferred Stock, except the right to receive the redemption
                  price together with an amount equal to all accrued and unpaid
                  dividends to the date of redemption without interest upon
                  surrender of their certificate or certificates, shall cease
                  with respect to such shares, and such shares shall not
                  thereafter be transferred on the books of the Company or be
                  deemed to be outstanding for any purpose whatsoever.


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                  1.6      VOTING RIGHTS

                           Except as required by law or herein or any other
                  provision of the Certificate of Incorporation of the Company,
                  the holder of each outstanding share of Junior Class A PIK
                  Preferred Stock shall not be entitled to vote on any matter
                  submitted to a vote of stockholders.

                  1.7      OTHER RIGHTS AND AMENDMENTS

                           Without the written consent of or the vote of holders
                  of a majority of the outstanding shares of Junior Class A PIK
                  Preferred Stock (voting as a class) at a meeting of the
                  holders of Junior Class A PIK Preferred Stock called for such
                  purpose, the Company will not (i) issue any other class or
                  series of stock which is pari passu with, or entitled to a
                  preference over, the Junior Class A PIK Preferred Stock with
                  respect to any dividend or distribution or any liquidation,
                  distribution of assets, dissolution or winding-up of the
                  Company, except the 1,500 shares of Senior Preferred Stock
                  described in the Certificate of Designation dated October 25,
                  1991 adopted pursuant to Section 151 of the Delaware General
                  Corporation Law by the directors of the Company, or (ii)
                  amend, alter, repeal or waive any provision of the Certificate
                  of incorporation so as to adversely affect the preferences,
                  rights or powers of the Junior Class A PIK Preferred Stock;
                  provided, however, that any such amendment that reduces the
                  amount of dividend payable on or the liquidation or redemption
                  price of shares of Junior Class A PIK Preferred Stock shall
                  require the affirmative vote at a meeting called for such
                  purpose, or written consent of, the holder of each share of
                  Junior Class A PIK Preferred Stock.

                           So long as at least 100 shares of Junior Class A PIK
                  Preferred Stock are outstanding, the Company will furnish to
                  the holders of such Junior Class A PIK Preferred Stock
                  quarterly and annual financial reports if the Company is
                  required to file such with the SEC under the Securities
                  Exchange Act of 1934.

                  1.8      ISSUANCE

                           The Company will not issue more than 300 shares of
                  Junior Class A PIK Preferred Stock, together with such number
                  of Additional Shares as may be issued in lieu of cash
                  dividends in accordance with paragraph 1.2.

                  1.9      GENERAL PROVISIONS


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

                           (b)      Each holder of Junior Class A PIK Preferred
                  Stock, by acceptance thereof, acknowledges and agrees that
                  payments of dividends, and redemption and repurchase of, .such
                  securities by the Company are subject to restrictions and
                  prohibitions contained in certain credit agreements,
                  indentures and other agreements to which the company is a
                  party.

                           (c)      The following terms (except as otherwise
                  expressly provided or unless the context clearly requires) for
                  all purposes of this Certificate shall have the meanings
                  specified below:

                           "Junior Securities" means, collectively, the Common
                  Stock, $.01 par value, and the Junior Class B PIK Preferred
                  Stock, without par value, of the Company or any other series
                  of stock issued by the Company ranking junior to the Junior
                  Class a PIK Preferred stock in payment of dividends or upon
                  dissolution, liquidation or winding up of the Company.

                           "Person" as used herein means any corporation,
                  partnership, trust, organization, association, other entity or
                  individual.

         IN WITNESS WHEREOF, this Certificate has been executed and attested by
the undersigned on October 28, 1991.

                                                 /s/ Adam E. Max
                                               ---------------------------------
                                                    Vice President

Attest:

     /s/ Herbert B. Max
------------------------------------
         Assistant Secretary




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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

         Fannie May Holdings, Inc., a Delaware corporation (the "Corporation"),
does hereby certify as follows:

         FIRST: By Unanimous Written Consent, the Corporation's Board of
Directors adopted resolutions approving a proposed amendment (the "AMENDMENT")
to the Corporation's Certificate of Designation of Junior Class A PIK Preferred
Stock. The resolutions approving the Amendment are as follows:

                  RESOLVED FURTHER, that the Corporation's Certificate of
         Incorporation be amended by amending Paragraph 1.5(b) of the
         Certificate of Designation of Junior Class A PIK Preferred Stock so
         that, as amended, Paragraph 1.5(b) thereof shall be and read as
         follows:

     "All shares of Junior Class A PIK Preferred Stock not theretofore redeemed
     shall be redeemed by payment of cash on March 15, 2006 at $25,000 per share
     plus all accrued and unpaid dividends thereon, whether or not declared, to
     the date of redemption, subject to the applicable provisions of law."; and

                  RESOLVED FURTHER, that the officers of the Corporation are,
         and each of them hereby is, authorized and directed to take or cause to
         be taken all such further actions and to execute and deliver or cause
         to be executed and delivered such other instruments and documents, in
         the name and on behalf of the Corporation, and to pay all fees and
         expenses as they shall deem necessary, proper or advisable in order to
         carry out fully the purpose and intent of the foregoing resolution.

         SECOND: By Unanimous Written Consent, the holders of all of the
outstanding shares of Junior Class A PIK Preferred Stock of the Corporation
approved the Amendment.

         THIRD: The Amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

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         IN WITNESS WHEREOF, the undersigned has caused this certificate to be
signed as of the 28th day of June, 2001.

                                   FANNIE MAY HOLDINGS, INC.

                                   By:      /s/ Ted A. Shepherd
                                      -------------------------------------
                                   Name:  Ted A. Shepherd
                                   Title:  President, Chief Operating Officer

ATTEST:

By:      /s/ Richard J. Anglin
   ---------------------------------------------------
Name:  Richard J. Anglin
Title:  Vice President - Chief Financial Officer




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