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                              AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATION
                                       OF
                            5% SENIOR PREFERRED STOCK
                                       OF
                            FANNIE MAY HOLDINGS, INC.

                     Pursuant to Section 151 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 5% Senior 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 5%
Senior Preferred Stock, no par value, of the Company (such series being
hereinafter sometimes called the Senior 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 as set forth in that certain
Certificate of Designation dated October 28, 1991 (the "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; and

     WHEREAS, the Company desires to amend certain provisions of the Certificate
of Designation to incorporate changes to, among other things, extend the
mandatory redemption date, and modify the required redemption payments, of the
Senior Preferred Stock; and

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

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

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1.1  DESIGNATION AND AMOUNT

     The shares of such series shall be designated 5% Senior Preferred Stock and
the number of shares constituting such series shall initially be 1,500.

1.2  DIVIDENDS

     The holders of shares of Senior 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 $500 per share
per annum, payable annually on the last business day of the month of August in
each year, (each a "Dividend Payment Date") commencing August 31, 1992 to
Stockholders of record as of each such date until August 31, 2000 (the "Final
Dividend Date").

     At the option of the Company and except as provided below, 50% 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 Senior 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 $10,000 per share with a liquidation value of $10,000 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 to the
extent of 50% of such dividends in Additional Shares in lieu of cash on any or
all Dividend Payment Dates.

     Dividends shall accrue until the Final Dividend Date from the date of
original issue of the Senior 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, to the extent of 50% of such accumulated dividends, 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
Senior Preferred Stock held, or deemed to be held, of record by each holder)
then such amount shall be paid in cash based on a value of $10,000 per share or
shall be paid in fractions of Additional Shares. Notwithstanding anything herein
to the contrary, no dividends shall accrue and no dividends shall cumulate
subsequent to the Final Dividend Date.

     No dividend may be paid or declared and set apart for payment on any share
of Senior Preferred Stock unless at the same time a ratable dividend in cash

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or Additional Shares is paid or set apart for payment on all shares of Senior
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 (as defined below), the holders of shares of
Senior Preferred Stock not then redeemed shall be entitled to receive payment of
$10,000 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
Senior Preferred Stock shall be insufficient to pay in full the respective
preferential amounts on shares of Senior Preferred Stock, then such assets, or
the proceeds thereof, shall be distributed among the holders of Senior 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, such holders will not be entitled to any further
participation in any distribution of assets of the Company. For the purposes of
this paragraph 1.3, none of the merger or the consolidation of the Company into
or with another corporation or the merger or consolidation of any other
corporation 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 Senior 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) [Intentionally Deleted]

     (b) Shares of Senior Preferred Stock not theretofore redeemed, subject to
the applicable provisions of law, shall be redeemed by payment of cash (each a
"Redemption Payment") in the amounts and on the dates (each a "Redemption Date")
as specified below:

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<Table>
<Caption>
                                                          REDEMPTION
       REDEMPTION DATE                                      PAYMENT
       <S>                                              <C>
       January 15, 2002.............................    $ 3,000,000
       January 15, 2003.............................      3,000,000
       January 15, 2004.............................      3,000,000
       January 15, 2005.............................      2,000,000
       January 15, 2006.............................      2,500,000
</Table>

Any Redemption Payment not paid on or prior to the respective Redemption Date
shall bear interest at 8.0% per annum until paid. Each Redemption Payment
(including any prepayment made in accordance with the following sentence) shall
be applied to redeem shares of Senior Preferred Stock, at the Redemption Price
(as defined below) per share, on a pro rata basis, among all holders of shares
of Senior Preferred Stock. The Company may at any time, at the Company's sole
option, redeem shares of Senior Preferred Stock not theretofore redeemed in
advance of the schedule described above by paying the Redemption Price therefor;
provided, if such full redemption occurs on or prior to December 31, 2004, the
total amount to be paid by the Company in redemption of all such shares of
Senior Preferred Stock shall equal $13,000,000 less the aggregate redemption
payments made prior to the date thereto, and if such full redemption occurs
after December 31, 2004, the total amount to be paid by the Company shall equal
$13,500,000 less the aggregate redemption payments made prior to the date
thereto. Any payment made in advance of a Redemption Date shall be applied to
the then remaining Redemption Payments in chronological order.


     The "Redemption Price" shall equal (i) either (A) if with respect to a
redemption in full on or prior to December 31, 2004 of all shares of Senior
Preferred Stock then outstanding, $13,000,000 less the aggregate amount of all
redemption payments made prior to such date or (B) if with respect to any other
redemption, $13,500,000 less the aggregate amount of all redemption payments
made prior to such date, in either case, divided by (ii) the total number of
shares of Senior Preferred Stock outstanding immediately prior to the date of
such redemption.

     (c) In the event that (i) the Company shall fail to discharge its
obligation to redeem all shares of Senior Preferred Stock to be redeemed
pursuant to this Section 1.5 within 30 days of the designated Redemption Date,
(ii) any Change of Control, as defined below, shall occur, or (iii) the Company
shall violate its obligations set forth in clause (g) of this paragraph 1.5, all
Redemption Payments not yet made shall immediately be due and payable to the
holders of shares of Senior Preferred Stock.

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     (d) As used in this paragraph 1.5, the term "Change in Control" shall mean
any sale, transfer, issuance or redemption or series of sales, transfers,
issuances or redemptions (or any combination thereof) of shares of the Company's
Common Stock, by the holders thereof or the Company which results in any person
or group of affiliated persons (other than (i) the owners of the Company's
capital stock as of the date hereof and (ii) stockholders, partners, members,
managers, affiliates, trustees or officers of such owners) owning more than 50%
of the Common Stock of the Company.

     (e) The Company shall cause to be mailed to each of the holders of shares
of Senior 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 each redemption date, a notice stating the terms of such
redemption. 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.

     (f) On or after each redemption date (including each Redemption Date), the
holders of shares of Senior 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 each redemption
date (including each Redemption Date), all rights of the holders of such
redeemed shares of Senior Preferred Stock, except the right to receive the
redemption price 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.

     (g) If and so long as the Company's obligations with respect to the
redemption of the Senior Preferred Stock shall not fully be discharged, the
Company shall not, directly or indirectly, make any cash payments to any holder
(or any affiliate thereof) of, or declare or pay any cash dividend or make any
distributions on, or purchase, redeem or retire, or satisfy any mandatory or
optional redemption, sinking fund or other similar obligation in respect of, any
Junior Securities or warrants, rights or options exercisable for any such Junior
Securities (other than dividends or distributions payable solely in the same
class or series of such Junior Securities, as the case may be, to holders
thereof); provided, however, that nothing contained herein shall prohibit the
Company from taking any such action with respect to Common Stock (or stock
appreciation rights or rights or options exercisable for Common Stock) issued or
granted to officers or other employees of the Company or any of its subsidiaries
pursuant to any employee benefit plan of the Company as in effect on June 28,
2001, but only if such action is in accordance with and pursuant to the
provisions of such plan; and, provided further, that the Company may pay (i)
salaries, bonuses, expense

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reimbursements and other similar payments to its employees in the ordinary
course of business, (ii) directors' fees and expense reimbursements, (iii)
indemnification obligations owing by the Company to its directors and officers
(whether under the Company's organizational documents, indemnification
agreements or applicable law) and (iv) amounts payable under the Company's
Management Consulting Agreement with TJC Management Corp., as in effect on the
date hereof.

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 Senior Preferred Stock shall not be entitled to vote on any matter
submitted to a vote of stockholders. In the event that the Company fails to
redeem the shares of Senior Preferred Stock then subject to redemption in
accordance with paragraph 1.5, whether or not such payment is legally
permissible, the number of directors constituting the Board of Directors shall
automatically be increased by one director and the holders of Senior Preferred
Stock shall have the right, voting separately as a single class with each share
being entitled to one vote, to elect an individual to fill such newly created
directorship and thereafter to fill any vacancy in such directorship. The
director elected by the holders of Senior Preferred Stock shall have 51% of the
total voting power of the Board of Directors. At any time that the conditions
entitling the holders of Senior Preferred Stock to elect such director shall no
longer exist, the Board of Directors shall automatically be reduced in size by
one director and the term of the director elected by the holders of Senior
Preferred Stock shall automatically terminate. The right of the holders of
Senior Preferred Stock to elect an additional member of the Board of Directors
shall continue until such time as all shares of Senior Preferred Stock required
to be redeemed on the applicable Redemption Date shall have been redeemed. The
right of the holders of Senior Preferred Stock to elect an additional member of
the Board of Directors may be exercised by the holders of a majority of the
outstanding shares of Senior Preferred Stock by action taken in writing or at a
meeting of such holders called by any one of them upon the minimum notice
required by law for special meetings 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 Senior Preferred Stock (voting as a class) at a meeting of
the holders of Senior 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 Senior Preferred Stock with respect to any
dividend or distribution or any liquidation, distribution of assets, dissolution
or winding-up 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 Senior Preferred Stock; provided, however,
that any such amendment that reduces the amount of dividend payable on or the
liquidation or redemption price of

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shares of Senior Preferred Stock shall require the affirmative vote at a meeting
called for such purpose, or written consent of, the holder of each share of
Senior Preferred Stock.

     So long as at least 100 shares of Senior Preferred Stock are outstanding,
the Company will furnish to the holders of such Senior 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 1,000 shares of Senior Preferred
Stock, together with such number of Additional Shares as may be issued in lieu
of cash dividends in accordance with paragraph 1.2. The Company may issue
fractional shares of Senior Preferred Stock.

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 Senior 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, the Junior Class
A PIK Preferred Stock and the Junior Class B PIK Preferred Stock of the Company
or any other series of stock issued by the Company ranking junior to the Senior
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.

     (d) Terms used herein and not otherwise defined shall have the same
meanings specified in the Certificate of Incorporation as amended from time to
time.

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     IN WITNESS WHEREOF, this Amended and Restated Certificate has been executed
and attested by the undersigned on June 28, 2001.

                                                     /s/ Ted A. Shepherd
                                                   --------------------------
                                                   Ted A. Shepherd, President
Attest:


      /s/ Richard J. Anglin
----------------------------
Richard J. Anglin, Secretary

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