CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                        OF SERIES D PREFERRED STOCK

                                    OF

                          BPC HOLDING CORPORATION

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

          I, James M. Kratochvil, Executive Vice President, Chief Financial
Officer, Treasurer and Secretary of BPC Holding Corporation (the
"CORPORATION"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions
of Section 151 thereof, DO HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board of
Directors by the Restated Certificate of Incorporation of the Corporation
(as it may be further amended or restated from time to time, the "RESTATED
CERTIFICATE"), the Board of Directors on May 9, 2001, adopted the following
resolution creating a series of 100,000 shares of Preferred Stock
designated as Series D Preferred Stock:

          RESOLVED, that pursuant to the authority vested in the Board by
ARTICLE FOURTH of the Restated Certificate and out of the Preferred Stock
authorized therein, the Board hereby authorizes that a series of Preferred
Stock of the Corporation be, and it hereby is, created and that the
designation and amount thereof and the voting powers (full or limited, or
no voting powers), preferences and relative participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

               *  DESIGNATION AND AMOUNT; RANK.

          (a)The shares of such series of Preferred Stock shall be
designated as the "SERIES D PREFERRED STOCK" (the "SERIES D PREFERRED
STOCK") and the number of shares initially constituting such series shall
be 100,000, which number may be decreased (but not increased) by the Board
of Directors of the Corporation (the "BOARD OF DIRECTORS") without a vote
of stockholders; PROVIDED, HOWEVER, that such number may not be decreased
below the number of then currently outstanding shares of Series D Preferred
Stock.  The stated value and liquidation preference per share (the
"LIQUIDATION PREFERENCE") of the Series D Preferred Stock shall be $100.00,
as adjusted from time to time pursuant to the terms of the Merger
Agreement.

          (b)The Series D Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up of the Corporation, junior to the Series A
Preferred Stock, the Series B Preferred Stock and the Series C Preferred
Stock, and prior to all other Capital Stock of the Corporation (such other
Capital Stock, other than the Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock, being herein referred to as the "JUNIOR
STOCK").

               *   DEFINITIONS.

          Capitalized terms used herein shall have the meanings set forth
in this Section 2:

          "AFFILIATE" means, with respect to any specified Person, any
other Person which, directly or indirectly, controls, is under common
control with, or is owned or controlled by, such specified Person.  For
purposes of this definition, (i) "control" means, with respect to any
specified Person, either (x) the beneficial ownership of more than 30
percent of any class of equity securities or (y) the power to direct the
management or policies of the specified Person through the ownership of
voting securities, by contract, voting agreement or otherwise and (ii) the
terms "controlling", "control with" and "controlled by", etc., shall have
meanings correlative to the foregoing.

          "BERRY" means Berry Plastics Corporation.

          "BERRY CREDIT FACILITY" means the credit facility provided
pursuant to the Third Amended and Restated Financing and Security Agreement
dated as of May 9, 2000, by and among Berry, Bank of America, N.A. and the
other Lenders thereunder, as amended, modified, renewed, refunded, replaced
or refinanced from time to time which includes the addition, substitution
or replacement of any or all lenders thereunder under the same or any
replacement agreement.

          "BOARD OF DIRECTORS" has the meaning ascribed to such term in
Section 1(a).

          "BPC SENIOR SUBORDINATED NOTES" means the 12-1/4% Senior
Subordinated Notes due 2004 and the 11% Senior Subordinated Notes due 2007
issued pursuant to the BPC Senior Subordinated Notes Indentures.

          "BPC SENIOR SUBORDINATED NOTES INDENTURES" means, collectively,
(i) the Indenture dated as of April 21, 1994, among the Corporation and the
other Guarantors thereunder, Berry and United States Trust Corporation of
New York, as Trustee (the "Trustee"), (ii) the Indenture dated as of August
24, 1998, among the Corporation and the other Guarantors thereunder, Berry
and the Trustee, and (iii) the Indenture dated as of July 6, 1999, among
the Corporation and the other Guarantors thereunder, Berry and the Trustee,
as each such Indenture may be amended and supplemented from time to time.

          "BUSINESS DAY" means any day other than Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

          "BY-LAWS" means the by-laws of the Corporation, as they may be
amended or restated from time to time.

          "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized on a balance
sheet prepared in accordance with GAAP.

          "CAPITAL STOCK" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including, without limitation, any preferred stock, and with respect to
partnerships, partnership interests (whether general or limited) and any
other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets
of, such partnership, but excluding any debt securities convertible into
such equity.

          "CLOSING DATE" has the meaning ascribed to such term in the
Merger Agreement.

          "COMMON STOCK" means the Common Stock, of all classes, of the
Corporation.

          "CORPORATION" means BPC Holding Corporation, a Delaware
corporation.

          "DGCL" means the General Corporation Law of the State of
Delaware, as in effect from time to time.

          "DISQUALIFIED STOCK" has the meaning set forth in the BPC Senior
Subordinated Notes Indenture which is dated July 6, 1999.

          "DIVIDEND ACCRUAL DATE" means the last day of March, June,
September and December in each year.

          "DIVIDEND PERIOD" means each quarterly period ending on a
Dividend Accrual Date.

          "DIVIDEND RATE" means, with respect to each share of Series D
Preferred Stock, a rate of 14.00% per annum.

          "EVENT OF NONCOMPLIANCE" means the failure of the Corporation to
perform, observe, or comply with any covenant, agreement, obligation, or
restriction required hereunder, after giving effect to any grace period
provided herein.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          "EXISTING INDEBTEDNESS" means Indebtedness of the Corporation and
its Subsidiaries (including, without limitation, the Berry Credit Facility,
the Senior Secured Notes and the BPC Senior Subordinated Notes) in
existence on the Closing Date, and including any Indebtedness incurred in
connection with the refinancing, substitution or replacement of any such
Indebtedness in existence on the Closing Date.

          "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect on the Issue
Date.

          "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters
of credit and reimbursement agreements in respect thereof), of all or any
part of any Indebtedness.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and
(ii) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.

          "INDEBTEDNESS" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of
borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof) or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness
(other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of such Person prepared in accordance with
GAAP, and also includes, to the extent not otherwise included, the
Guarantee of any Indebtedness of such Person or any other Person.

          "INTERNATIONAL" means Atlantic Equity Partners International II,
L.P.

          "ISSUE DATE" means the date on which the applicable shares of
Series D Preferred Stock were originally issued by the Corporation.

          "JUNIOR PAYMENT" has the meaning ascribed to such term in
Section 6.1(a).

          "JUNIOR STOCK" has the meaning ascribed to such term in
Section 1(b).

          "LIQUIDATION PREFERENCE" has the meaning ascribed to such term in
Section 1(a).

          "MERGER AGREEMENT" means the Agreement and Plan of Reorganization
dated as of the Closing Date among the Corporation, Pescor, Inc., a
Delaware corporation, Pescor Plastics, Inc., a Texas corporation, and its
shareholders.

          "OFFICER" means the President, any Executive Vice President, any
Vice President, the Treasurer, the Assistant Treasurer, the Secretary or
the Assistant Secretary of the Corporation, as applicable.

          "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers.

          "PERSON" means any individual, corporation, general or limited
partnership, joint venture, association, limited liability company, joint
stock company, trust, business trust, bank, trust company, estate
(including any beneficiaries thereof), unincorporated organization,
cooperative, association or governmental branch, authority, agency or
political subdivision thereof.

          "PREFERRED STOCK" means the preferred stock, par value $0.01 per
share, of the Corporation.

          "REDEMPTION DATE" means the date of any redemption of the Series
D Preferred Stock pursuant to Section 7.

          "SALE OF THE CORPORATION" means the sale of the Corporation to
one or more Persons that are not Affiliates of any of the Corporation's
stockholders or the Corporation in a single or series of related
transactions pursuant to which the acquiring Person or Persons acquire (i)
all of the outstanding capital stock of the Corporation (whether by way of
sale, transfer, merger, consolidation or otherwise) or (ii) all or
substantially all of the assets of the Corporation and its subsidiaries,
taken as a whole.

          "SENIOR SECURED NOTES" means the 12-1/2% senior secured notes
issued by the Corporation pursuant to the terms of the Senior Secured Notes
Indenture.

          "SENIOR SECURED NOTES INDENTURE" means the Indenture dated as of
June 18, 1996, between the Corporation and First Trust of New York,
National Association, as trustee, regarding the Senior Secured Notes as the
same may be modified and supplemented, and in effect from time to time.

          "SENIOR STOCK" means the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock and any stock of the
Corporation ranking prior to, or on a parity with, the Series D Preferred
Stock either with respect to the payment of dividends or the distribution
of assets, whether upon liquidation or otherwise.

          "SERIES A PREFERRED STOCK" means, collectively, the Series A
Senior Cumulative Exchangeable Preferred Stock of the Corporation and the
Series A-1 Senior Cumulative Preferred Stock of the Corporation.

          "SERIES B PREFERRED STOCK" means the Series B Cumulative
Preferred Stock of the Corporation.

          "SERIES C PREFERRED STOCK" means, collectively, the Series C-1
Preferred Stock, the Series C-2 Preferred Stock, the Series C-3 Preferred
Stock, the Series C-4 Preferred Stock and the Series C-5 Preferred Stock of
the Corporation.

          "SERIES C-1 PREFERRED STOCK" means the Series C-1 Preferred Stock
of the Corporation.

          "SERIES C-2 PREFERRED STOCK" means the Series C-2 Preferred Stock
of the Corporation.

          "SERIES C-3 PREFERRED STOCK" means the Series C-3 Preferred Stock
of the Corporation.

          "SERIES C-4 PREFERRED STOCK" means the Series C-4 Preferred Stock
of the Corporation.

          "SERIES C-5 PREFERRED STOCK" means the Series C-5 Preferred Stock
of the Corporation.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.  Unless otherwise specified herein, each reference to a Subsidiary
shall refer to a Subsidiary of the Corporation.

          "SUCCESSOR CORPORATION" has the meaning ascribed to such term in
Section 6.5(b).

               *  DIVIDENDS AND DISTRIBUTIONS.

          (a)The holders of shares of Series D Preferred Stock, in
preference to the holders of shares of Junior Stock but subject to the
preferences of the Series A Preferred Stock, the Series B Preferred Stock
and the Series C Preferred Stock, shall be entitled to receive cumulative
dividends at the Dividend Rate on the Liquidation Preference plus all
theretofore accrued and unpaid dividends, compounded quarterly, and no
more, when and as declared by the Board of Directors, out of funds legally
available for that purpose.  Such dividends shall accrue quarterly on each
Dividend Accrual Date, commencing on the first such date occurring after
the Issue Date of such shares of Series D Preferred Stock, and shall be
paid in cash only (i) if, when and as declared by the Board of Directors,
out of funds legally available for that purpose, or (ii) upon redemption as
provided in Section 7.

          (b)Dividends payable pursuant to Section 3(a) shall begin to
accrue and be cumulative from the Issue Date, whether or not earned or
declared and whether or not there exists profits, surplus or other funds
legally available for the payment of dividends.  The amount of dividends
payable for any period shorter or longer than a full Dividend Period,
including the first Dividend Period, shall be determined on the basis of
twelve 30-day months and a 360-day year.  Dividends paid on the shares of
Series D Preferred Stock, including dividends paid in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares, shall be allocated PRO RATA on a share-by-share basis among all
such shares at the time outstanding.  The Board of Directors may fix a
record date for the determination of holders of shares of Series D
Preferred Stock entitled to receive payment of a dividend declared thereon,
which record date shall be no more than 60 days nor less than 10 days prior
to the date fixed for the payment thereof.  If no record date is fixed, the
record date for determining holders of shares of Series D Preferred Stock
entitled to receive payment of a dividend declared thereon shall be at the
close of business on the day on which the Board of Directors declares such
dividend.

               *  LIQUIDATION, DISSOLUTION OR WINDING UP.

                 (i) In the event of any liquidation, dissolution or
          winding up of the Corporation, whether voluntary or involuntary,
          the holders of shares of Series D Preferred Stock shall be
          entitled to receive, out of the assets of the Corporation
          available for distribution to its stockholders, subject in all
          events to the prior rights of the Series A Preferred Stock, the
          Series B Preferred Stock and the Series C Preferred Stock, an
          amount equal to the Liquidation Preference per share of such
          series of Series D Preferred Stock plus all accrued and unpaid
          dividends thereon (whether or not declared) to the date of such
          payment, and no distribution shall be made to the holders of
          shares of Junior Stock upon liquidation, dissolution or winding
          up unless, prior thereto, the holders of shares of Series D
          Preferred Stock shall have received the foregoing amount (whether
          or not the declaration or payment of such dividends is legally
          permissible or is prohibited by any agreement or instrument to
          which the Corporation is subject).  If, upon any such
          liquidation, dissolution or winding up, the assets of the
          Corporation available for distribution to the holders of Series D
          Preferred Stock shall be insufficient to pay such holders the
          full amounts to which they shall be entitled pursuant to this
          Section 4, the shares of Series D Preferred Stock shall share
          ratably in any distribution of assets according to the respective
          amounts which would be payable with respect to the shares held by
          them upon such distribution if all amounts payable on or with
          respect to said shares were paid in full.

                 (ii) Neither the consolidation, merger or other business
          combination of the Corporation with or into any other Person or
          Persons nor the sale, lease, exchange or conveyance of all or any
          part of the property, assets or business of the Corporation,
          shall be deemed to be a liquidation, dissolution or winding up of
          the Corporation for purposes of this Section 4.

               *  VOTING RIGHTS.

          Except for any voting rights provided by law, the holders of
shares of Series D Preferred Stock shall have no voting rights and their
consent shall not be required for the taking of any corporate action.

               *  RESTRICTIVE COVENANTS.

          For so long as any shares of Series D Preferred Stock shall be
outstanding, and unless the consent or approval of a greater number of
shares shall then be required by law, without first obtaining the consent
or approval of the holders of at least a majority of the shares of Series D
Preferred Stock then outstanding, voting as a single class:

     1.LIMITATION ON JUNIOR PAYMENTS.

          (a)Subject to Section 6.1(b), the Corporation shall not, directly
or indirectly, (i) declare, pay, or set apart for payment on any Junior
Stock, any dividend or make any distribution on or in respect of Junior
Stock (including any payment in connection with any merger or consolidation
involving the Corporation or any of its Subsidiaries), except dividends or
distributions payable in shares (other than Disqualified Stock) of the
classes or series upon which such dividends are declared or paid, or
payable in shares of Common Stock with respect to Junior Stock other than
Common Stock, together with cash in lieu of fractional shares, or
(ii) purchase, redeem, retire or otherwise acquire for value any Junior
Stock (any such dividend, distribution, purchase, redemption, or other
acquisition being herein referred to as a "JUNIOR PAYMENT").

          (b)The provisions of Section 6.1(a) shall not prohibit:  (i) any
purchase or redemption of Capital Stock of the Corporation made by exchange
for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Corporation (other than Disqualified Stock and other
than Capital Stock issued or sold to a Subsidiary); (ii) the repurchase,
redemption or other acquisition or retirement for value of Capital Stock of
the Corporation pursuant to any management equity subscription, stockholder
or stock option agreement; and (iii) any repurchase of Capital Stock from
an "SBIC HOLDER" pursuant to the Restated Certificate.

     1.AMENDMENT OF FINANCING DOCUMENTS.

          The Corporation will not amend or supplement the Senior Secured
Notes or the Senior Secured Notes Indenture, as in effect on the Closing
Date (or enter into any refinancing or replacement thereof, or any new
financing agreement) if such amended or supplemented or new financing
agreement would contain covenants that are more restrictive with respect to
the ability of the Corporation to perform its obligations set forth herein,
or in the Merger Agreement (only to the extent that such covenants relate
to the Corporation's obligations to the holders of the Preferred Stock),
than those currently set forth under the terms of the Existing Indebtedness
or any document relating to any class of Capital Stock of the Corporation.

     2.SENIOR STOCK.

          Except as may be required in order to comply with the terms and
provisions relating to the Series A Preferred Stock or the Series B
Preferred Stock, the Corporation shall not (i) authorize, create or issue
any class or series, or any shares of any class or series, of Senior Stock,
unless the proceeds from such issuance are used to redeem or repurchase all
(but not less than all) of the then outstanding shares of Series C
Preferred Stock and Series D Preferred Stock pursuant to the terms and
conditions set forth herein and in the Merger Agreement; (ii) reclassify
any shares of capital stock of the Corporation into shares of Senior Stock;
or (iii) authorize or issue any security exchangeable for, convertible
into, or evidencing the right to purchase any shares of Senior Stock.

     3.RESTATED CERTIFICATE; BY-LAWS.

          The Corporation shall not amend, alter or repeal the Restated
Certificate or By-Laws to alter or change the preferences, rights or powers
of the Series D Preferred Stock so as to affect the holders of the Series D
Preferred Stock adversely, to otherwise impair the rights of the holders of
Series D Preferred Stock, or to increase the authorized number of shares of
Series D Preferred Stock.

     4.MERGER AND CONSOLIDATION.

          The Corporation shall not consolidate with or merge with or into,
or convey, transfer, lease or sell all or substantially all its assets to,
any Person, unless:

          (a)  All outstanding shares of Series D Preferred Stock are
purchased as a part of such transaction at a per share price of not less
than the Liquidation Preference of each such share plus all accrued and
unpaid dividends thereon through the date of such purchase; or

          (b) (i) the Corporation is the surviving corporation or, if the
surviving corporation is not the Corporation, the resulting, surviving or
transferee Person (the "SUCCESSOR CORPORATION") shall be a corporation
organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia and (x) the Successor Corporation
(if not the Corporation) shall expressly assume, by an amendment to the
Merger Agreement in form and substance satisfactory to the holders of at
least 51% of all outstanding shares of Series D Preferred Stock as of the
date of such assumption, all the obligations of the Corporation thereunder
relating to the Series D Preferred Stock, and (y) the Series D Preferred
Stock shall be converted or exchanged for and shall become shares of such
Successor Corporation, having in respect of such Successor Corporation the
same powers, preferences and relative participating, optional or other
special rights, and the qualifications, limitations or restrictions
thereto, that the Series C Preferred Stock had immediately prior to such
transaction; and

        (1) the Corporation shall have delivered to the holders of the
          Series D Preferred Stock an Officers' Certificate stating that
          such consolidation, merger, transfer or lease complies with this
          Section 6.5.

The Successor Corporation shall succeed to, and be substituted for, and may
exercise every right and power of, the Corporation to the extent set forth
in the Merger Agreement, but in the case of a lease of all or substantially
all its assets, the Corporation shall not be released from its obligations
with respect to the Series D Preferred Stock.

     1.NOTIFICATION OF CERTAIN EVENTS.

          The Corporation shall mail to each holder of record of the Series
D Preferred Stock, within 30 days after the occurrence thereof, written
notice in the form of an Officers' Certificate of (i) the occurrence of any
Event of Noncompliance, and (ii) any failure by the Corporation to observe
any covenant specified herein or any covenant in the Merger Agreement that
relates to the Preferred Stock.

     2.DISTRIBUTIONS OF JUNIOR STOCK.

          Except as otherwise provided for in SECTION 6.1(B), for so long
as the Common Stock of the Corporation is not registered pursuant to
Section 12 or 15 of the Exchange Act, any dividends, distributions or other
payments made on or in respect of Junior Stock shall be held by holders of
Junior Stock in trust for the benefit of the holders of Series D Preferred
Stock and shall be remitted to the holders of Series D Preferred Stock, on
a pro-rata basis with respect to their respective Liquidation Preference,
until each holder of Series D Preferred Stock has received an amount equal
to its respective per share Liquidation Preference plus all accrued and
unpaid dividends; PROVIDED, HOWEVER, that the provisions of this Section
6.7 shall be subject in all respects to the preferences of the Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as
in effect on the Closing Date including, without limitation, the right of
the holders of Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock to receive distributions or other payments made in
respect of Junior Stock.

               *  REDEMPTION.

          (a)  To the extent permitted under the terms of Existing
Indebtedness, the Series A Preferred Stock, the Series B Preferred Stock
and the Series C Preferred Stock, the Corporation shall redeem the Series D
Preferred Stock in accordance with the terms of Section 7(b) in the event
of (i) the consummation of any transaction that results in International
owning, directly or indirectly, immediately after the consummation of such
transaction, less than two-thirds of the Common Stock of the Corporation
currently held by International, (ii) the sale by Berry of all or
substantially all of its assets to an unrelated third party, (iii) the
consummation of a registered public offering, or a series of such public
offerings, of Common Stock of the Corporation or Berry under the Securities
Act of 1933, as amended, which result in aggregate net cash proceeds to the
Corporation or Berry of $50,000,000 or greater during any one-year period,
or (iv) the redemption in full of the Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock and payment in full of all
dividends payable with respect thereto.  The redemption price shall be at a
price per share equal to the Liquidation Preference plus all accrued and
unpaid dividends thereon through the date of the consummation of the
redemption.

          (b)  Notice of any redemption of shares of Series D Preferred
Stock pursuant to this Section 7 shall be mailed not less than 10 Business
Days nor more than 60 days prior to the Redemption Date to each holder of
shares of Series D Preferred Stock to be redeemed, at such holder's address
as it appears on the transfer books of the Corporation.  Each such notice
shall state:  (A) the Redemption Date, (B) the place or places where the
redemption price will be paid (if other than the principal executive
offices of the Corporation), (C) if less than all the shares held by any
holder are to be redeemed pursuant to paragraph (a), the number of shares
to be redeemed from such holder and (D) that dividends on the shares of
Series D Preferred Stock to be redeemed will cease to accrue on the
Redemption Date.  In order to facilitate the redemption of shares of Series
D Preferred Stock, the Board of Directors may fix a record date for the
determination of shares of Series D Preferred Stock to be redeemed, not
more than 60 days nor less than 30 days prior to the applicable Redemption
Date.  In the case of the redemption of less than all the outstanding
shares of Series D Preferred Stock pursuant to paragraph (a), (1) the
shares to be redeemed shall be selected PRO RATA among all holders of
shares of Series D Preferred Stock on the basis of the number of shares so
held and (2) if fewer than all shares represented by any certificate are
redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder thereof.

          (c)  Notice having been mailed as specified in Section 7(b), and
provided that on or before the Redemption Date specified in such notice all
funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust for the PRO
RATA benefit of the holders of the shares so called for redemption, so as
to be and to continue to be available therefor, then, from and after the
Redemption Date, dividends on the shares of Series D Preferred Stock called
for redemption shall cease to accrue and said shares shall no longer be
deemed to be outstanding, and all rights of the holders thereof set forth
herein and otherwise as stockholders of the Corporation (except the right
to receive from the Corporation the redemption price in accordance with
this Section 7) shall cease.

               *  REACQUIRED SHARES.

          Any shares of Series D Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof, and, if
necessary to provide for the lawful redemption or purchase of such shares,
the capital represented by such shares shall be reduced in accordance with
the DGCL.  All such shares shall upon their cancellation become authorized
but unissued shares of Preferred Stock and may be reissued as part of
another series of Preferred Stock (subject to any applicable limitations
set forth herein).

                             *   *   *   *   *



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<PAGE>


IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Designation, Preferences and Rights and do affirm the foregoing as true
under the penalties of perjury this 27th day of December, 2001.



                              /s/ James M. Kratochvil
                              _________________________________
                              James M. Kratochvil
                              Executive Vice President,
                              Chief Financial Officer
                              Treasurer and Secretary



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