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                                                                   Exhibit 10.34

                           CERTIFICATE OF DESIGNATION
                                       OF
                       JUNIOR CLASS B 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 B 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 B 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 series, 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 B PIK Preferred Stock and the
                           number of shares constituting such series shall
                           initially be 62.

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                           1.2      DIVIDENDS

                                    The holders of shares of Junior Class B 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 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 15, 1992 to
                           Stockholders of record as of each such date until the
                           Junior Class B PIK Preferred Stock is redeemed as
                           hereinafter provided.

                                    All of such dividends shall be paid, instead
                           of in cash, in whole or in part, on declaration of
                           the Board of Directors, in additional shares of
                           Junior Class B 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.

                                    Dividends shall accrue from the date of
                           original issue of the Junior Class B 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 B PIK Preferred Stock held, or deemed to be
                           held, of record by each holder) then such amount
                           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 B PIK
                           Preferred Stock unless at the same time a ratable
                           dividend in cash or


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                           Additional Shares is paid or set apart for payment on
                           all shares of Senior Preferred Stock and 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 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 and Junior Class A PIK
                           Preferred Stock shall have been redeemed in cash in
                           full, the holders of shares of Junior Class B PIK
                           Preferred Stock not then redeemed shall be entitled
                           to receive payment of $25,000 per share hold 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 B 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 B 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 and then
                           the Junior Class A PIK Preferred Stock are entitled
                           and then payment of the full amount of the
                           liquidation preference to which the holders of the
                           Junior Class B PIK .Preferred Stock are entitled, the
                           holders of the Junior Class B 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.


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                           1.4      RETIREMENT OF SHARES

                                    Shares of Junior Class B 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 and the Junior Class A PIK
                           Preferred Stock have theretofore been redeemed in
                           full 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 B PIK Preferred Stock may
                           be redeemed at any time at the Company's option, at
                           $25,000 per share, plus in each case all accrued and
                           unpaid dividends thereon, whether or not declared, to
                           date of redemption. If less than all the shares of
                           Junior Class B PIK Preferred Stock are to be
                           redeemed, the shares to be redeemed will be redeemed,
                           at the Company's option, (a) by lot or (b) on a pro
                           rata basis.

                                    (b)      All shares of Junior Class B 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 B 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 B PIK Preferred
                           Stock which have been redeemed shall surrender their
                           certificates representing such shares to the Company
                           at its principal


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                           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 B 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.

                           1.6      VOTING RIGHTS

                                    Except as required by law or any other
                           provision of the Certificate of Incorporation of the
                           Company, the holder of each outstanding share of
                           Junior Class B 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 B PIK Preferred Stock (voting as a
                           class) at a meeting of the holders of Junior Class B
                           PIK Preferred Stock called far 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 B PIK Preferred
                           Stock with respect to any dividend oar distribution
                           or any liquidation, distribution of assets,
                           dissolution or winding-up of the Company, including
                           without limitation the 1,500 shares of Senior
                           Preferred Stock and the 650 shares of Junior Class A
                           PIK Preferred Stock, each as described in the
                           respective Certificates 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 B PIK Preferred Stock
                           including any such amendment that reduces the amount
                           of dividend payable on or the liquidation or
                           redemption price of shares of Junior Class B PIK
                           Preferred Stock none of which amendments or


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                           actions shall require the vote or written consent of
                           the holders of Junior Class B PIK Preferred Stock.

                           1.8      ISSUANCE

                                    The Company will not issue more than 30
                           shares of Junior Class B 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

                                    (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 B 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, of the Company or any
                           other series of stock issued by the Company ranking
                           junior to the Junior Class B 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.


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                  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 B 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 B PIK Preferred Stock so
         that, as amended, Paragraph 1.5(b) thereof shall be and read as
         follows:

                           "All shares of Junior Class B 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 B 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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