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                                                                    Exhibit 3(f)

                           CERTIFICATE OF DESIGNATION

                                       OF

                              PERPETUAL CONVERTIBLE
                            PREFERRED STOCK, SERIES C

                                       OF

                              UNITED RENTALS, INC.

                             ----------------------

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

                             ----------------------

                  United Rentals, Inc., a Delaware corporation (the "Company"),
certifies that pursuant to the authority contained in its Restated Certificate
of Incorporation, as amended (the "Certificate of Incorporation"), and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Company at a meeting duly
called and held on September 28, 2001, duly approved and adopted the following
resolution, which resolution remains in full force and effect on the date
hereof:

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors by the Certificate of Incorporation, the Board of Directors does
hereby designate, create, authorize and provide for the issue of a series of
preferred stock having a par value of $.01 per share, with a liquidation
preference of $1,000 per share (the "Liquidation Preference"), which shall be
designated as Series C Perpetual Convertible Preferred Stock (the "Preferred
Stock"), consisting of 300,000 shares having the following voting powers,
preferences and relative, participating, optional and other special rights, and
qualifications, limitations and restrictions:

                  1. Ranking. The Preferred Stock shall, with respect to
distributions upon the liquidation, winding-up and dissolution of the Company,
rank (i) senior to all classes of Common Stock of the Company and to each other
class of capital stock

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or series of preferred stock established after December 21,1998, by the Board of
Directors, the terms of which do not expressly provide that it ranks senior to
or on a parity with the Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the Company
(collectively referred to with the Common Stock of the Company as "Junior
Securities"); (ii) on a parity with any additional shares of Preferred Stock
issued by the Company in the future and any other class of capital stock or
series of preferred stock issued by the Company established after December 21,
1998, by the Board of Directors, the terms of which expressly provide that such
class or series will rank on a parity with the Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Company (collectively referred to as "Parity Securities"); and (iii)
junior to each class of capital stock or series of preferred stock issued by the
Company established after December 21, 1998, by the Board of Directors, the
terms of which expressly provide that such class or series will rank senior to
the Preferred Stock as to dividend distributions and/or distributions upon the
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Senior Securities"). Notwithstanding the foregoing, a security shall not be
deemed to be a "Senior Security" solely because such security has a stated
dividend or interest coupon.

                  2. Participating Dividends. In the event that the Company
declares or pays any dividends or other distributions upon the Common Stock,
(whether payable in cash, securities or other property) other than (i) dividends
and distributions referred to in paragraph 3(vi), (ii) rights, options or
warrants referred to in paragraph 3(viii) and (iii) tender or exchange offers
referred to in paragraph 3(x), the Company shall also declare and pay to the
holders of the Preferred Stock at the same time that it declares and pays such
dividends or other distributions to the holders of the Common Stock (and with
the same record date), the dividends or distributions which would have been
declared and paid with respect to the Common Stock issuable upon conversion of
the Preferred Stock had all of the outstanding Preferred Stock been converted
immediately prior to the record date for such dividend or distribution, or if no
record date is fixed, the date as of which the record holders of Common Stock
entitled to such dividends or distributions are determined.

                  Dividends in the event of a Non-Approved Change in Control.

                  Certain Definitions.

                  "Non-Approved Change in Control" means the occurrence of the
following events: (a) any "person" or "group" (as such terms are used in
Sections


                                       2

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13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total voting capital stock of the Company (a "50% Condition"); and (b) as of
the time of occurrence of such 50% Condition, (i) no Pre-Change in Control Grant
Date shall have occurred and (ii) the Company and the Board (which term shall
include any committee of the Board) shall have disapproved (and recommended
against, if applicable) such person or group becoming such a beneficial owner of
more than 50% of the total voting capital stock of the Company; provided,
however, that if the Company or the Board shall have, without the prior written
consent of the holders of a majority of the shares of Preferred Stock then
outstanding (a "Majority of the Holders"), (1) failed to maintain in force and
effect at all times, without lapse, the Rights Agreement and the Rights, with
only such amendments or modifications thereto as shall be approved by a Majority
of the Holders, or (2) amended the Rights Agreement in any manner that reduces
the rights it affords to the Company's shareholders or reduces the exercise
price of Rights under the Rights Agreement, or (3) waived any provision of the
Rights or the Rights Agreement with respect to any person or group that is or
becomes the person or group described in clause (a), exempted any person or
group that is or becomes the person or group described in clause (a) in whole or
in part from the operation or effect of the Rights or the Rights Agreement, or
exempted any person or group that is or becomes the person or group described in
clause (a) from the applicability of Section 203 of the Delaware General
Corporation Law or any successor provision, or entered into any agreement,
arrangement or understanding with respect to any of the foregoing, or (4)
facilitated or suffered to exist any mitigation or circumvention of the intended
effects of the Rights or the Rights Agreement, or (5) failed, within 20 days
after receipt of a written request therefor by a Majority of the Holders, to
increase the exercise price of Rights under the Rights Agreement to the extent
necessary so that immediately after such increase the ratio of such exercise
price to the average of the closing prices of the Common Stock, as reported by
the principal securities exchange upon which the Common Stock is listed, for the
30 trading days immediately preceding the date of such request is not less than
three-to-one, then the occurrence of a 50% Condition shall be deemed to
constitute a Change in Control unless a Pre-Change in Control Grant Date shall
have occurred.

                  The "Pre-Change in Control Grant Date" shall be the date, if
any, before the occurrence of a 50% Condition, on which the Company grants to
all holders of shares of Preferred Stock and the "Series D Preferred the
immediately exercisable right to require the Company to redeem their shares of
Preferred Stock


                                       3

<PAGE>
and Series D Preferred at the price and terms which would then apply in respect
of a Change in Control; provided, however, that the holders of shares of
Preferred Stock and Series D Preferred may exercise such rights at any time
during the five-Business-Day period following the occurrence of the 50%
Condition; and provided, further, that the holders shall have received an
opinion of counsel to the Company that such right to require the Company to
redeem their shares is a valid and enforceable obligation of the Company and is
not limited by any law or other obligation to which the Company is subject.

                  "Start Date" means the date and time upon which a Non-Approved
Change in Control shall have occurred, provided that unless and until Bradley S.
Jacobs shall have sold, transferred or otherwise disposed of more than 6 million
shares of Common Stock after September 24, 2001, no Start Date shall be deemed
to have occurred unless a 50% Condition shall have occurred without taking into
account for the purposes of such defined term any shares of Common Stock
beneficially owned by Apollo Investment Fund IV, L.P., or Apollo Overseas
Partners IV, L.P. or their respective successors.

                  "Determination Date" means each March 15, June 15, September
15 and December 15 (unless such day is not a Business Day, in which event the
Determination Date shall mean the first succeeding Business Day), commencing on
the first Determination Date succeeding the Start Date.

                  If any shares of Preferred Stock are outstanding as of the
close of business on the day in which the Start Date occurs, then the holders
shall be entitled, if, as and when unanimously declared by all directors of the
Company then in office, to a per share cumulative cash dividend in an amount
equal to 10% per annum of the Liquidation Preference, accruing daily commencing
from the Start Date, computed on the basis of a 365-day year, compounded
annually. If, on or prior to any Determination Date, the Company shall not have
declared and paid to a holder of Preferred Stock the full cumulative cash
dividends accruing as aforesaid for such shares for the quarterly (or other, as
the case may be) period ending on such Determination Date (a "Missed Payment"),
each Missed Payment shall be added to the Liquidation Preference until paid in
full in cash in accordance with Section 4.

                  From and after the date of any one or more Missed Payments,
the holders shall additionally be entitled, if, as and when unanimously declared
by all directors then in office, to a penalty dividend at a rate of 8% per annum
of the Liquidation Preference, accruing daily commencing from the date of such
Missed Payment, computed on the basis of a 365-day year, compounded annually,
until all Missed Payments are paid in cash in full (the "Penalty Dividend").
Each Penalty


                                       4

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Dividend not declared and paid in cash when due will be added to the Liquidation
Preference until paid in full in cash in accordance with Section 4.

                  Whenever quarterly dividends payable on shares of Preferred
Stock are in arrears (or any Penalty Dividend is owed), thereafter and until all
accrued and unpaid dividends (including Penalty Dividends), whether or not
declared, on the outstanding shares of Preferred Stock shall have been paid in
full, or whenever the Company shall not have redeemed shares of Preferred Stock
at a time required by this Certificate of Designations, thereafter and until all
redemption obligations which have come due shall have been satisfied, the
Company shall not: (i) declare or pay dividends, or make any other
distributions, on any shares of capital stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred
Stock; (ii) declare or pay dividends, or make any other distributions, on any
shares of capital stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Stock, except
dividends paid ratably on the Preferred Stock and all capital stock ranking on a
parity with the Preferred Stock and on which dividends are payable or in
arrears, in proportion to the total amounts to which the holders of all such
shares are then entitled; or (iii) redeem or purchase or otherwise acquire for
consideration any shares of capital stock ranking (either as to dividends or
upon liquidation, dissolution or winding up) junior to, or on a parity with the
Preferred Stock. The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of capital stock of
the Company unless the Company could, pursuant to this paragraph, purchase such
shares at such time and in such manner.

                  The dividends that would be due as a result of a Start Date
under this Section 2 (for clarity, that refers to the 10% dividends accruing
from the Start Date and any Penalty Dividends) shall cease to accrue from and
after the Repurchase Grant Date (as hereinafter defined). The "Repurchase Grant
Date" shall be the earliest date, if any, on which the Company by, unanimous
approval of all directors then in office, grants to all holders of shares of
Preferred Stock the right to require the Company to redeem their shares of
Preferred Stock at the price and terms which would then apply in respect of a
Change in Control; provided, however, that the holders of shares of Preferred
Stock may exercise such rights at any time during the two-year period following
the Repurchase Grant Date , and (for the avoidance of doubt and without
duplication) the repurchase price shall be increased by the dividends (including
any Penalty Dividends owed) which shall have accrued from the Start Date through
and including the Repurchase Grant Date, whether or not declared; and provided,
further, that the holders shall have received an opinion of counsel to the
Company that such right to require the Company to redeem their


                                       5

<PAGE>
shares is a valid and enforceable obligation of the Company and is not limited
by any law or other obligation to which the Company is subject.

               3. Conversion Rights.

                  (a) A holder of shares of Preferred Stock may convert such
shares into Common Stock at any time, unless previously redeemed, at the option
of the holder thereof. For the purposes of conversion, each share of Preferred
Stock shall be valued at the Liquidation Preference, which shall be divided by
the Conversion Price in effect on the Conversion Date to determine the number of
shares issuable upon conversion. Immediately following such conversion, the
rights of the holders of converted Preferred Stock shall cease and the persons
entitled to receive the Common Stock upon the conversion of Preferred Stock
shall be treated for all purposes as having become the owners of such Common
Stock.

                  (b) To convert Preferred Stock, a holder must (A) surrender
the certificate or certificates evidencing the shares of Preferred Stock to be
converted, duly endorsed in a form satisfactory to the Company, at the office of
the Company or Transfer Agent for the Preferred Stock, (B) notify the Company at
such office that he elects to convert Preferred Stock and the number of shares
he wishes to convert, (C) state in writing the name or names in which he wishes
the certificate or certificates for shares of Common Stock to be issued, and (D)
pay any transfer or similar tax if required by clause (iv) below. In the event
that a holder fails to notify the Company of the number of shares of Preferred
Stock which he wishes to convert, he shall be deemed to have elected to convert
all shares represented by the certificate or certificates surrendered for
conversion. The date on which the holder satisfies all those requirements is the
"Conversion Date." As soon as practical, the Company shall deliver a certificate
for the number of full shares of Common Stock issuable upon the conversion, and
a new certificate representing the unconverted portion, if any, of the shares of
Preferred Stock represented by the certificate or certificates surrendered for
conversion. The person in whose name the Common Stock certificate is registered
shall be treated as the stockholder of record on and after the (b) Conversion
Date. No payment or adjustment will be made for accrued and unpaid dividends on
converted shares of Preferred Stock or for dividends on any Common Stock issued
upon such conversion. The holder of record of a share of Preferred Stock at the
close of business on a record date with respect to the payment of dividends on
the Preferred Stock in accordance with paragraph 2 hereof will be entitled to
receive such dividends with respect to such share of Preferred Stock on the
corresponding dividend payment date, notwithstanding the conversion of such


                                       6

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share after such record date and prior to such dividend payment date. If a
holder of Preferred Stock converts more than one share at a time, the number of
full shares of Common Stock issuable upon conversion shall be based on the total
Liquidation Preferences of all shares of Preferred Stock converted.

                  (c) The Company shall not issue any fractional shares of
Common Stock upon conversion of Preferred Stock. Instead the Company shall pay a
cash adjustment based upon the closing price of the Common Stock on the
principal securities exchange on which the Common Stock is then listed on the
Business Day prior to the Conversion Date.

                  (d) If a holder converts shares of Preferred Stock, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the holder
shall pay any such tax that is due because the shares are issued in a name other
than the holder's name.

                  (e) The Company has reserved and shall continue to reserve out
of its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of the Preferred Stock in
full. All shares of Common Stock that may be issued upon conversion of Preferred
Stock shall be fully paid and nonassessable. The Company shall endeavor to
comply with all securities laws regulating the offer and delivery of shares of
Common Stock upon conversion of Preferred Stock and shall endeavor to list such
shares on each national securities exchange or automated quotation system on
which the Common Stock is listed.

                  (f) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company in Common Stock, the
Conversion Price in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such Conversion
Price by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for


                                       7

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such determination and the denominator of which shall be the sum of such number
of shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination of the
holders entitled to such dividends and distributions. For the purposes of this
paragraph 3(vi), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.

                  (g) In case any person other than the Company or a subsidiary
of the Company, purchases in a tender offer not opposed by the Company more than
20% but less than 50% of the Company's outstanding Common Stock, and such tender
offer price is less than the Conversion Price in effect at the opening of
business on the day the tender offer is concluded, then the Conversion Price
shall be adjusted by multiplying it by a fraction, the numerator of which shall
be one and the denominator of which shall be 1.0625 to the power of x, where x
is the number of years (expressed to the nearest one hundredth) which have
passed since the issuance of the Company's Perpetual Convertible Preferred
Stock, Series A, but x shall not be greater than five.

                  (h) In case the Company shall issue rights, options or
warrants to all holders of its Common Stock entitling them (for a period not
exceeding 45 days) to subscribe for, purchase or acquire shares of Common Stock
at a price per share less than the current market price per share (determined as
provided below) of the Common Stock on the date fixed for the determination of
stockholders entitled to receive such rights, options or warrants, the
Conversion Price in effect at the opening of business on the day following the
date fixed for such determination shall be reduced by multiplying such
Conversion Price by a fraction the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription, purchase or acquisition would purchase at such current
market price and the denominator of which shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription, purchase or acquisition, such reduction to become effective
immediately after the opening of business on the day following the date fixed
for such determination of the holders entitled to such rights, options or
warrants. However, upon the expiration of any right, option or warrant to
purchase Common Stock, the issuance of which resulted in an adjustment in the
Conversion Price pursuant to this paragraph 3(viii), if any such right, option
or warrant shall expire and shall not have been exercised, the Conversion Price
shall be recomputed

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immediately upon such expiration and effective immediately upon such expiration
shall be increased to the price it would have been (but reflecting any other
adjustments to the Conversion Price made pursuant to the provisions of this
paragraph 3 after the issuance of such rights, options or warrants) had the
adjustment of the Conversion Price made upon the issuance of such rights,
options or warrants been made on the basis of offering for subscription or
purchase only that number of shares of Common Stock actually purchased upon the
exercise of such rights, options or warrants. No further adjustment shall be
made upon exercise of any right, option or warrant if any adjustment shall be
made upon the issuance of such security. For purposes of this paragraph 3(viii),
the current market price per share of Common Stock on any day shall be deemed to
be the average of the closing prices of the Common Stock for the 20 consecutive
Trading Days ending the day before the day in question. For the purposes of this
paragraph 3(viii), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not issue any rights, options or warrants in respect of shares of Common Stock
held in the treasury of the Company.

                  (i) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion Price
in effect at the opening of business on the day following the day upon which
such subdivision becomes effective shall be reduced, and, conversely, in case
the outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be increased to equal the product of the Conversion Price in
effect on such date and a fraction the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such subdivision or
combination, as the case may be, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such subdivision
or combination, as the case may be. Such reduction or increase, as the case may
be, shall become effective immediately after the opening of business on the day
following the day upon which such subdivision or combination becomes effective.

                  (j) In case a tender or exchange offer made by the Company or
any subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer shall involve the payment by the
Company or such subsidiary of consideration per share of Common Stock having a
fair market value (as determined by the Board of Directors or, to the extent
permitted by applicable law, a duly authorized committee thereof, whose
determination shall be


                                       9

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conclusive and described in a resolution of the Board of Directors or such duly
authorized committee thereof, as the case may be) at the last time (the
"Expiration Time") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the current market
price per share of the Common Stock on the Trading Day next succeeding the
Expiration Time, the Conversion Price shall be reduced so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the Expiration Time by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) on the Expiration Time multiplied by the current
market price per share of the Common Stock on the Trading Day next succeeding
the Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares) on the Expiration Time and the current market price per share of the
Common Stock on the Trading Day next succeeding the Expiration Time, such
reduction to become effective immediately prior to the opening of business on
the day following the Expiration Time. For purposes of this paragraph 3(x), the
current market price per share of Common Stock on any day shall be deemed to be
the average of the closing prices of the Common Stock for the 20 consecutive
Trading Days ending the day before the day in question. For the purposes of this
paragraph 3(x), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company.

                  (k) In case the Company shall issue to one or more Affiliates
(other than (a) persons or entities who become Affiliates only as a result of
such issuance, (b) directors, officers or employees of the Company under bona
fide compensation or benefit arrangements or (c) upon the exercise of options or
warrants or the conversion of convertible securities, issued for fair value at
the time of any such issuance of options, warrants or convertible securities)
Common Stock at a price per share less than the current market price per share
(determined as provided below) of the Common Stock on the date of such issuance
(the "Issue Date"), the Conversion Price in effect at the opening of business on
the day following the Issue Date shall be reduced by multiplying such Conversion
Price by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on the Issue Date plus the
number of shares of Common Stock which the aggregate of the offering price of
the total number of shares of Common


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Stock so issued would purchase at such current market price and the denominator
of which shall be the number of shares of Common Stock outstanding at the close
of business on the Issue Date plus the number of shares of Common Stock so
issued, such reduction to become effective immediately after the opening of
business on the day following the Issue Date. For purposes of this paragraph
3(xi), the current market price per share of Common Stock on any day shall be
deemed to be the average of the closing prices of the Common Stock for the 20
consecutive Trading Days ending the day before the day in question. For the
purposes of this paragraph 3(xi), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company.
The Company will not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Company.

                  (l) The reclassification or change of Common Stock into
securities, including securities other than Common Stock (other than any
reclassification upon a consolidation or merger to which paragraph 3(xix) below
shall apply) shall be deemed to involve (A) a distribution of such securities
other than Common Stock to all holders of Common Stock, and (B) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of Common
Shares outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective,"
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph 3(ix) above).

                  (m) No adjustment in the Conversion Price need be made until
all cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted. Any adjustments that are not made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this paragraph
3 shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th
of a share, as the case may be.

                  (n) For purposes of this paragraph 3, "Common Stock" includes
any stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which is not subject
to redemption by the Company. However, subject to the provisions of paragraph
3(xix)


                                       11

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below, shares issuable on conversion of shares of Preferred Stock shall include
only shares of the class designated as Common Stock of the Company on the
Preferred Stock Issue Date or shares of any class or classes resulting from any
reclassification thereof and which have no preferences in respect of dividends
or amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided that, if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

                  (o) No adjustment in the Conversion Price shall reduce the
Conversion Price below the then par value of the Common Stock.

                  (p) Whenever the Conversion Price is adjusted, the Company
shall promptly mail to holders of Preferred Stock, first class, postage prepaid,
a notice of the adjustment. The Company shall file with the Transfer Agent for
the Preferred Stock, if any, a certificate from the Company's chief financial
officer briefly stating the facts requiring the adjustment and the manner of
computing it. In the event of any dispute thereon, the opinion of the Company's
independent public accountants, if accepted by the Board of Directors of the
Company, shall be conclusive and binding on the holders of the Preferred Stock
absent manifest error.

                  (q) The Company from time to time may reduce the Conversion
Price if it considers such reductions to be advisable in order that any event
treated for federal income tax purposes as a dividend of stock or stock rights
will not be taxable to the holders of Common Stock by any amount.

                  (r) If:

                       (A) the Company takes any action which would require an
adjustment in the Conversion Price pursuant to paragraph 3(x) above;

                       (B) the Company consolidates or merges with, or transfers
all or substantially all of its assets to, another corporation, and stockholders
of the Company must approve the transaction; or


                                       12

<PAGE>

                       (C) there is a dissolution or liquidation of the Company;

the Company shall mail to holders of the Preferred Stock, first class, postage
prepaid, a notice stating the proposed record or effective date, as the case may
be. The Company shall mail the notice at least 10 days before such date.
However, failure to mail the notice or any defect in it shall not affect the
validity of any transaction referred to in clause (A), (B) or (C) of this
paragraph 3(xviii).

                  (s) In the case of any consolidation of the Company or the
merger of the Company with or into any other entity or the sale or transfer of
all or substantially all the assets of the Company pursuant to which the
Company's Common Stock is converted into other securities, cash or assets, then,
except with respect to shares the Company shall become obligated to purchase
upon due acceptance of an offer made by the Company pursuant to paragraph 5(i)
or unless the Preferred Stock shall be automatically converted into Common Stock
pursuant to paragraph 5(i), upon consummation of such transaction, each share of
Preferred Stock shall automatically become convertible into the kind and amount
of securities, cash or other assets receivable upon the consolidation, merger,
sale or transfer by a holder of the number of shares of Common Stock into which
such share of Preferred Stock might have been converted immediately prior to
such consolidation, merger, transfer or sale (assuming such holder of Common
Stock failed to exercise any rights of election and received per share the kind
and amount of consideration receivable per share by a plurality of non-electing
shares). Appropriate adjustment (as determined by the Board of Directors of the
Company) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holders of Preferred
Stock, to the end that the provisions set forth herein (including provisions
with respect to changes in and other adjustment of the Conversion Price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other securities or property thereafter deliverable upon the
conversion of Preferred Stock. If this paragraph 3(xix) applies, paragraphs
3(vi), 3(ix) and 3(xii) do not apply.

                  (t) In any case in which this paragraph 3 shall require that
an adjustment as a result of any event becomes effective from and after a record
date, the Company may elect to defer until after the occurrence of such event
the issuance to the holder of any shares of Preferred Stock converted after such
record date and before the occurrence of such event of the additional shares of
Common Stock issuable upon such conversion over and above the shares issuable on
the basis of the


                                       13

<PAGE>
Conversion Price in effect immediately prior to adjustment; provided, however,
that if such event shall not have occurred and authorization of such event shall
be rescinded by the Company, the Conversion Price shall be recomputed
immediately upon such rescission to the price that would have been in effect had
such event not been authorized, provided that such rescission is permitted by
and effective under applicable laws.

                    (u) No adjustment to the Conversion Price shall be made as a
result of the issuance by the Company of the rights (the "Rights") to acquire
Series E Junior Participating Preferred Stock of the Company to be issued
pursuant to the Rights Agreement, dated as of September 28, 2001, between the
Company and American Stock Transfer & Trust Co. (the "Rights Agreement") to
holders of Common Stock and Preferred Stock. Any such adjustment to the
Conversion Price, if applicable, will be made only upon the Rights becoming
exercisable.

                 4. Liquidation Preference. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company or reduction or decrease
in its capital stock resulting in a distribution of assets to the holders of any
class or series of the Company's capital stock, each holder of shares of the
Preferred Stock will be entitled to payment out of the assets of the Company
available for distribution of an amount equal to the Liquidation Preference per
share of Preferred Stock held by such holder, plus accrued and unpaid dividends
thereon, whether or not declared (including Penalty Dividends), if any, to the
date fixed for liquidation, dissolution, winding-up or reduction or decrease in
capital stock, plus if a Start Date shall have occurred, an additional amount
equal to 6.25% of the Liquidation Preference, compounded annually from the date
of issuance of the Company's Perpetual Convertible Preferred Stock, Series A up
to (and ending on) the Start Date, before any distribution is made on any Junior
Securities, including, without limitation, Common Stock of the Company. After
payment in full of the Liquidation Preference and all other amounts aforesaid to
which holders of Preferred Stock are entitled in preference to holders of Common
Stock, such holders will not be entitled to any further participation in any
distribution of assets of the Company; provided, however, that, if a
Non-Approved Change in Control shall have occurred, after payment in full of the
Liquidation Preference and all other amounts aforesaid to which holders


                                       14

<PAGE>
of Preferred Stock and Series D Preferred are entitled in preference to holders
of Common Stock, such holders will be entitled to participate with the holders
of Common Stock on an as-converted basis in any distribution of assets of the
Company, but only after the holders of Common Stock have received a distribution
per share equal to the distribution per as-converted share that the holders of
Preferred Stock and the Series D Preferred received as payment in full of such
Liquidation Preference and all other amounts aforesaid. If, upon any voluntary
or involuntary liquidation, dissolution or winding-up of the Company, the
amounts payable with respect to the Preferred Stock and all other Parity
Securities are not paid in full, the holders of the Preferred Stock and the
Parity Securities will share equally and ratably in any distribution of assets
of the Company in proportion to the full liquidation preference and accumulated
and unpaid dividends, if any, and other amounts payable in such event, to which
each is entitled. However, neither the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Company nor the
consolidation or merger of the Company with or into one or more Persons will be
deemed to be a voluntary or involuntary liquidation, dissolution or winding-up
of the Company or reduction or decrease in capital stock, unless such sale,
conveyance, exchange or transfer shall be in connection with a liquidation,
dissolution or winding-up of the business of the Company or reduction or
decrease in capital stock.

Redemptions.

                    (a) If a Change in Control has occurred or the Company
enters into a binding agreement to effect a Change in Control, the Company shall
give prompt written notice of such Change in Control describing in reasonable
detail the material terms and date or anticipated date of consummation thereof
to each holder of Preferred Stock, and the Company shall give each holder of
Preferred Stock prompt written notice of any material change in the terms or
timing of such transaction. In respect of an actual or proposed Change in
Control that is not an acquisition which is accounted for under the
"pooling-of-interests" method of generally accepted accounting principles, the
Company shall be obligated, by notice given at any time before the Change in
Control or not more than 10 Business Days after the Change in Control, to offer
to purchase within 10 Business Days after the Change in Control all of the then
outstanding Preferred Stock tendered under this paragraph at a purchase price in
cash per Share equal to the Liquidation Preference thereof plus an amount equal
to 6.25% of the Liquidation Preference, compounded annually from the date of
issuance of the Company's Perpetual Convertible Preferred Stock, Series A to the
purchase date, plus all accrued and unpaid dividends (including Penalty
Dividends), if any, thereon (whether or not declared) to the purchase date (the
"Call Price"). The Company shall in its Change in Control offer afford to the
Holders of Preferred Stock at least five Business Days after the mailing or
delivery of the Change in Control offer in which to accept such offer by written


                                       15

<PAGE>
notice to the Company; the failure by any Holder to accept such offer shall be
deemed a rejection of such offer. Upon the occurrence of a Change in Control
that is an acquisition which is accounted for as a "pooling-of-interests" method
of accounting under generally accepted accounting principles, all of the
outstanding Preferred Stock on the date of the Change in Control will be
automatically converted into Common Stock having a market value equal to 109.5%
of the Call Price, valued at the closing price of business on the Business Day
prior to the date of the Change in Control. The Company shall not consummate any
such transaction until the Common Stock to be issued to the Preferred
Stockholders has been registered under the Securities Act of 1933, as amended
(the "Securities Act"). Notwithstanding anything to the contrary herein, offers
by the Company under this paragraph 5 shall comply with all procedural and other
requirements of federal and state securities laws then in effect, but no such
provisions shall negate the obligation of the Company to purchase Shares under
this paragraph 5 which are validly tendered and not withdrawn at the price set
forth herein.

                    "Change in Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting capital stock of the Company, and such event is not
a Non-Approved Change in Control; or (b) the Company consolidates with, or
merges with or into, another Person or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, the Company, in
any such event in a transaction in which the outstanding voting capital stock of
the Company is converted into or exchanged for cash, securities or other
property, provided that following such transaction the holders of voting stock
of the Company immediately prior to such transaction do not own more than 50% of
the voting stock of the company surviving such transaction or to which such
assets are transferred.

                 (b) If, after 2-1/2 years following the date of issuance of the
Company's Perpetual Convertible Preferred Stock, Series A of the Preferred
Stock, the Company issues for cash common stock or a series of preferred stock
convertible into Common Stock, in either a public offering (a "Public Offering")
or a bona fide private financing (a "Private Offering"), for a price ("Sales
Price") for the Common Stock (including any amount payable upon conversion of
Preferred Stock) below the


                                       16

<PAGE>
Conversion Price (each such offering being referred to herein as a "Reduced
Price Offering"), then the Company shall be obligated to make an offer
("Purchase Offer") to apply towards the purchase of Preferred Stock at the Call
Price the Call Percentage (as hereinafter defined) of the amount by which the
net cash proceeds from any such Reduced Price Offering and for all other Reduced
Price Offerings consummated during the preceding 12 months (but excluding any
Reduced Price Offerings prior to June 30, 2001) exceeds an aggregate of $50
million, less a credit for all amounts theretofore paid to the holders of the
Preferred Stock and the Series D Preferred Stock for such purchases during such
12-month period. Net cash proceeds shall be computed after deducting all
discounts, underwriters' commissions and other reasonable expenses. The Purchase
Offer in respect of any Reduced Price Offering shall be made by notice from the
Company given at any time no earlier than ten Business Days before the Company
has received such proceeds and no later than 10 days after the receipt of the
net cash proceeds which require the making of such offer. The Purchase Offer
shall be an offer by the Company to purchase on a date no later than 10 Business
Days after the receipt of the net cash proceeds which require the making of such
offer Shares tendered by holders of Preferred Stock at a price equal to the Call
Price. If Shares are validly tendered with an aggregate purchase price in excess
of the amount of proceeds the Company is required to apply to such purchase, the
Shares shall be purchased on a pro rata basis. Holders shall have no less than
five Business Days from the date of receipt of the notice to accept such offer
by notice to the Company; the failure to accept such offer shall be deemed a
rejection thereof. Notwithstanding the foregoing, the issuance of shares to
employees under bona fide customary compensation or benefit arrangements to
directors, officers or employees of the Company shall not constitute a Reduced
Price Offering.

                    The term "Call Percentage" for any Reduced Price Offering
(i) shall mean 40%, if the Series D Preferred Stock shall not be entitled to a
portion of the cash proceeds of such Reduced Price Offering and (ii) for all
other Reduced Price Offerings, shall be determined by reference to the following
table, in which "Liquidation Amount" means the aggregate liquidation amount of
all shares of Preferred Stock and Series D Preferred Stock then outstanding:

Aggregate Liquidation Amount                                  Call Percentage

up to and including $500 million                                       40%
more than $500 to and including 550 million                   43
more than $550 to and including 600 million                   46
more than $600 to and including 650 million                   50

                                       17

<PAGE>
more than $650 to and including 700 million                   53
more than $700 to and including 750 million                   56
more than $750 million                                                 60

Notwithstanding the foregoing, in the event that the Series D Preferred Stock
shall also be entitled to a portion of the net cash proceeds of a Reduced Price
Offering, then the net cash proceeds of such Reduced Price Offering shall be
applied towards the purchase pro rata, based on their respective liquidation
amounts, between the Preferred Stock and up to $500,000,000 liquidation amount
of the Series D Preferred Stock, and no portion of such net cash proceeds shall
be applied to Series D Preferred Stock in excess of such $500,000,000
liquidation amount.

                    If the Company shall file a registration statement
containing a preliminary prospectus under the Securities Act with respect to a
Reduced Price Offering, then the Company shall not mail or deliver a Purchase
Offer in respect thereof prior to the tenth Business Day next preceding the date
(the "Filing Date") of such filing, and the closing price of the Common Stock on
the third Business Day next preceding the Filing Date on the principal
securities exchange on which the Common Stock is then listed shall be deemed to
be the Sales Price for such Reduced Price Offering. In such event,
notwithstanding the provisions of the prior paragraph, the Purchase Offer must
be accepted by the holders of Preferred Stock no later than the second Business
Day prior to the Filing Date, provided that Holders shall in all events have no
less than three Business Days from the date of receipt of the notice to accept
such offer.

                 5. Voting Rights.

                    (a) The holders of Preferred Stock shall be entitled to
notice of all stockholders meetings in accordance with the Company's bylaws and
the Delaware General Corporation Law (the "DGCL"), and except as set forth in
paragraph 6(ii) below and as otherwise required by applicable law, the holders
of the Preferred Stock shall be entitled to vote on all matters submitted to the
stockholders for a vote, voting together with the holders of the Common Stock as
a single class, with each share of Common Stock entitled to one vote per share
and each share of Preferred Stock entitled to one vote for each share of Common
Stock issuable upon conversion of the Preferred Stock as of the record date for
such vote or, if no record date is specified, as of the date of such vote.


                                       18

<PAGE>
                    (b) In the election of directors of the Company, the holders
of the Preferred Stock, voting separately as a single class to the exclusion of
all other classes of the Company's capital stock and with each share of
Preferred Stock entitled to one vote, shall be entitled to elect: (i) two
directors to serve on the Company's Board of Directors until such directors'
successors are duly elected by the holders of the Preferred Stock or such
directors are removed from office, provided that on the record date for such
vote Apollo Management IV, L.P., Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P. or their respective Affiliates (collectively,
"Apollo") hold the equivalent of at least 8 million shares of Common Stock which
were issued, or are issuable, upon conversion of the Preferred Stock as
presently constituted), and provided further that the initial two directors so
elected shall be Leon Black and Michael Gross; or (ii) one director to serve on
the Company's Board of Directors until such directors' successors are duly
elected by the holders of the Preferred Stock or such directors are removed from
office, provided that on the record date for such vote, Apollo holds the
equivalent of at least 4 million shares of Common Stock but less than 8 million
shares of Common Stock which were issued, or are issuable, upon conversion of
the Preferred Stock as presently constituted. If on the record date relating to
the election of directors, Apollo holds less than the equivalent of 4 million
shares of Common Stock (including Common Stock and shares of Common Stock
issuable upon conversion of the Preferred Stock as presently constituted), the
holders of Preferred Stock shall be entitled to vote for the election of
directors on the basis set forth in paragraph 6(i). A person may be a director
nominee or a successor director nominee of the holders of Preferred Stock only
if he or she is acceptable to the Company, provided, however, that Leon Black
and Michael Gross shall always be deemed acceptable to the Company.

                    (ii)(A) If there shall have been a Start Date, and as of the
Start Date there are outstanding shares of Preferred Stock and Series D
Preferred collectively having a Liquidation Preference of not less than $25
million, the Board of Directors shall automatically be increased by the
Applicable Number (as hereinafter defined), and the holders of the Preferred
Stock shall, automatically, and without any further action by the Board or any
stockholder or stockholders of the Company, in addition to any other voting
rights, have the right, voting separately as a class on a one vote per share
basis (pro rated for fractional shares), in person, by proxy or by written
consent in lieu of a meeting, to elect the Applicable Number of additional
directors. Whenever such right of the holders of the Preferred Stock shall have
vested, such right may be exercised initially either by written consent or at a
special meeting of such holders or at any annual meeting of stockholders held
for the purpose of electing directors, and thereafter at such annual meetings.
The Company


                                       19

<PAGE>
shall comply with Section 14(f) of the Securities and Exchange Act and Rule
14f-1 promulgated thereunder. The "Applicable Number" means at any time that
number of directors, which when added to the number of directors, if any, that
were elected by the holders of the Preferred Stock pursuant to Section 6(ii) and
that are then in office, shall equal the minimum number that will constitute a
majority of the entire Board after the Applicable Number of additional directors
are appointed. Such additional directors (and any replacement or successor
directors from time to time elected by the holders of the Preferred Stock) shall
serve until the later of (i) the first to occur of (A) the Repurchase Grant
Date, if any, and (B) the third anniversary of the Start Date, or (ii) the date
on which the Company by unanimous approval of the Board has declared and paid in
full all accrued dividends (including Penalty Dividends) on all shares of
Preferred Stock and Series D Preferred.

                    The directors elected by the holders of the Preferred Stock
shall be appointed to and shall constitute a majority of directors of each
committee of the Board, and from and after the Start Date any action by any
committee of the Board shall require therefor the affirmative vote of a majority
of the members thereof, after giving effect to the appointments to be made
pursuant to this sentence.

                    So long as the designees of the Preferred Stock are entitled
to serve on the Board under this Section 6(ii)A, (i) the Company will not
without the unanimous approval of each director then in office grant to any
holder of Preferred Stock or Series D Preferred the right, directly or
indirectly, to cause such holder's Preferred Stock or Series D Preferred, as
applicable (or any stock for which such preferred stock is exchanged) to be
redeemed, or to declare, or pay, or change the accrual rate of, any dividends
(including Penalty Dividends) on any Preferred Stock or Series D Preferred, as
applicable (or any stock for which such preferred stock is exchanged), (ii) the
size of the Board shall be subject to increase or decrease only by approval of
the Board and the holders of the Preferred Stock, and any action by the Board of
Directors shall require therefor the affirmative vote of the Applicable Number
of directors (irrespective of whether elected by the Preferred Stock or
otherwise), (iii) directors elected by the holders of Preferred Stock may only
be removed from office by the Preferred Stock, and (iv) the directors (other
than directors elected pursuant to Section 6(ii)) who shall be in office at the
time of the Non-Approved Change in Control (and their successors) shall act as a
nominating committee with the exclusive authority to nominate their successors.

                    At any time when the right of the holders of the Preferred
Stock to elect directors as provided in this paragraph shall have vested, and if
such right shall not already have been initially exercised within 20 days of the
Start


                                       20

<PAGE>
Date by the holders of the Preferred Stock, a proper officer of the Company may
call a special meeting of such holders for the purpose of electing directors.
Such meeting shall be held at the earliest practicable date upon the same form
of notice as is required for annual meeting of stockholders of the Company at
such suitable place in the City of New York as is designated by such officer.

                    At any meeting held for the purpose of electing directors at
which holders of the Preferred Stock shall have the right, voting together as a
class to elect directors as provided herein, the presence, in person or by
proxy, of the holders of a majority of the aggregate number of shares of the
Preferred Stock at the time outstanding shall be required and be sufficient to
constitute a quorum of such class for the election of directors pursuant hereto.
At any such meeting or adjournment thereof, in the absence of a quorum, a
majority of the holders of the Preferred Stock, present in person or by proxy,
shall have the power to adjourn the meeting for the election of directors whom
they are entitled to elect, from time to time without notice other than
announcement at the meeting or as otherwise required by law, until a quorum
shall be present.

                    During any period when the holders of the Preferred Stock
shall have the right to vote together as a class for directors as provided
herein, the directors so elected by such holders shall continue in office until
their successors shall have been elected by such holders or until termination of
the rights of such holders to vote as a class for directors. Immediately upon
termination of the right of holders of the Preferred Stock to vote as a class
for directors as provided herein, (i) the term of office of the directors so
elected shall terminate, and (ii) the number of directors shall be such number
as may be provided for in the by-laws of the Company irrespective of any
increase pursuant to the provisions of this paragraph.

                    Notwithstanding the foregoing, nothing herein or otherwise
in the Company's Certificate of Incorporation or bylaws shall limit or prevent
the right of the holders of the Preferred Stock from, to the fullest extent
allowed by law, exercising the voting rights provided in this paragraph by
written consent of a majority of the outstanding shares of the Preferred Stock.

                (c) The Company shall not, without the affirmative vote or
consent of the holders of at least a majority of the shares of Preferred Stock
then outstanding voting or consenting as the case may be, as one class:


                                       21

<PAGE>
                    (i) authorize, create (by way of reclassification or
          otherwise) or issue any Senior Securities or any obligation or
          security convertible or exchangeable into or evidencing the right to
          purchase, shares of any class or series of Senior Securities;

                    (ii) authorize, create (by way of reclassification or
          otherwise) or issue any class of capital stock or series of preferred
          stock, or any obligation or security convertible or exchangeable into
          or evidencing the right to purchase shares of any class of capital or
          series of preferred stock, that must be redeemed or may be redeemed at
          the option of the holder thereof, in whole or from time to time in
          part, prior to December 31, 2013;

                    (iii) amend or otherwise alter this Certificate of
          Designation or the Certificate of Incorporation in any manner that
          under the Delaware General Corporation Law requires the prior vote as
          a separate class of the holders of Preferred Stock;

                    (iv) take any action which detracts from the voting powers,
          preferences and relative, participating, optional and other special
          rights, and qualifications, limitations, and restrictions of the
          Preferred Stock;

                    (v) authorize the issuance of any additional shares of the
          Series C Perpetual Convertible Preferred Stock;

                    (vi) waive compliance with any provision of this Certificate
          of Designation; or

                    (vii) declare, pay or make any Extraordinary Dividend.

                (d) Without the consent of each holder affected, an amendment or
waiver of the Company's Certificate of Incorporation or of this Certificate of

                                       22

<PAGE>
Designation may not (with respect to any shares of Preferred Stock held by a
non-consenting holder):

                    (i) alter the voting rights with respect to the Preferred
          Stock or reduce the number of shares of Preferred Stock whose holders
          must consent to an amendment, supplement or waiver;

                    (ii) reduce the Liquidation Preference or alter the
          provisions with respect to the redemption of the Preferred Stock;

                    (iii) alter in any manner the conversion rights of the
          holders of Preferred Stock set forth in paragraph 3 hereof;

                    (iv) reduce the rate of or change the time for payment of
          dividends on any share of Preferred Stock;

                    (v) waive the consequences of any failure to pay dividends
          on the Preferred Stock;

                    (vi) make any share of Preferred Stock payable in any form
          other than that stated in this Certificate of Designation;

                    (vii) make any change in the provisions of this Certificate
          of Designation relating to waivers of the rights of holders of
          Preferred Stock to receive the Liquidation Preference and dividends on
          the Preferred Stock;

                    (viii) waive a redemption payment with respect to any share
          of Preferred Stock; or

                    (ix) make any change in the foregoing amendment and waiver
          provisions.


                                       23

<PAGE>

                (e) The Company in its sole discretion may without the vote or
consent of any holders of the Preferred Stock amend or supplement this
Certificate of Designation:

                    (i) to cure any ambiguity, defect or inconsistency in any
          manner that does not adversely affect the holders of Preferred Stock;


                    (ii) to provide for uncertificated Preferred Stock in
          addition to or in place of certificated Preferred Stock; or


                    (iii) to make any change that would provide any additional
          rights or benefits to the holders of the Preferred Stock or that does
          not adversely affect the rights under this Certificate of Designation
          of any such holder.

                6. Certain Transactions. The Company shall not enter into any
transaction that would give rise to the redemption rights set forth in paragraph
5 hereof, unless the execution, delivery and performance of the agreements
relating to such transaction, and compliance with paragraph 5 in connection
therewith, will not conflict with or result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound.

                7. Merger, Consolidation and Sale of Assets. Except for
transactions which pursuant to paragraph 5 would result in the automatic
conversion of the Preferred Stock into Common Stock, without the vote or consent
of the holders of a majority of the then outstanding shares of Preferred Stock,
the Company may not consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any person unless, if the Company is not the resulting entity, the
Preferred Stock is converted into or exchanged for and becomes shares of such
resulting entity, having in respect of such resulting entity the same (or more
favorable) powers, preferences and relative, participating, optional or other
special rights thereof that the Preferred Stock had immediately prior to such

                                       24

<PAGE>
transaction. The resulting entity of such transaction shall thereafter be deemed
to be the "Company" for all purposes of this Certificate of Designation.

                8. Reports. The Company will, within three Business Days after
their filing with the Commission, deliver to the holders of the Preferred Stock
all documents filed by it with the Commission pursuant to the Securities Act or
the Exchange Act, including exhibits thereto. The Company will also deliver to
such holders: (a) promptly upon receipt thereof, copies of all final reports
submitted to the Company or any of its subsidiaries by independent certified
public accountants in connection with each annual, interim or (but only if the
holders of the Preferred Stock are then entitled under this Certificate of
Designation to elect as a class a member of the Company's Board of Directors)
special audit of the books of the Company made by such accountants, including,
without limitation, any final comment letter submitted by such accountants to
management in connection with their annual audit; and (b) promptly upon their
becoming available, copies of all financial statements, reports, notices and
proxy statements sent or made available generally by the Company to its security
holders in their capacity as such or by any subsidiary of the Company to the
Company's security holders.

                9. Amendment. This Certificate of Designation shall not be
amended, either directly or indirectly, or through merger or consolidation with
another entity, in any manner that would alter or change the powers, preferences
or special rights of the Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority or more of the outstanding
Preferred Stock, voting separately as a class.

                10. Exclusion of Other Rights. Except as may otherwise be
required by law, the shares of Preferred Stock shall not have any voting powers,
preferences and relative, participating, optional or other special rights, other
than those specifically set forth in this resolution (as such resolution may be
amended from time to time) and in the Certificate of Incorporation. The shares
of Preferred Stock shall have no preemptive or subscription rights.

                11. Headings of Subdivisions. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.


                                       25

<PAGE>

                12. Severability of Provisions. If any voting powers,
preferences and relative, participating, optional and other special rights of
the Preferred Stock and qualifications, limitations and restrictions thereof set
forth in this resolution (as such resolution may be amended from time to time)
is invalid, unlawful or incapable of being enforced by reason of any rule of law
or public policy, all other voting powers, preferences and relative,
participating, optional and other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional or other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof shall, nevertheless, remain
in full force and effect and no voting powers, preferences and relative,
participating, optional or other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed herein.

                13. Re-issuance of Preferred Stock. Shares of Preferred Stock
that have been issued and reacquired in any manner, including shares purchased
or redeemed or exchanged or converted, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized but
unissued shares of preferred stock of the Company undesignated as to series and
may be designated or re-designated and issued or reissued, as the case may be,
as part of any series of preferred stock of the Company, provided that any
issuance of such shares as Preferred Stock must be in compliance with the terms
hereof.

                14. Mutilated or Missing Preferred Stock Certificates. If any of
the Preferred Stock certificates shall be mutilated, lost, stolen or destroyed,
the Company shall issue, in exchange and in substitution for and upon
cancellation of the mutilated Preferred Stock certificate, or in lieu of and
substitution for the Preferred Stock certificate lost, stolen or destroyed, a
new Preferred Stock certificate of like tenor and representing an equivalent
amount of shares of Preferred Stock, but only upon receipt of evidence of such
loss, theft or destruction of such Preferred Stock certificate and indemnity, if
requested, satisfactory to the Company and the Transfer Agent (if other than the
Company).


                                       26

<PAGE>
                15. Certain Definitions. As used in this Certificate of
Designation, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:


         "Affiliate" shall have the meaning attributed thereto under Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

         "Business Day" means any day except a Saturday, a Sunday, or any day on
which banking institutions in New York, New York are required or authorized by
law or other governmental action to be closed.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Common Stock, par value $.01 per share, of the
Company as presently constituted.

         "Conversion Price" shall initially mean $25.00 per share and thereafter
shall be subject to adjustment from time to time pursuant to the terms of
paragraph 3 hereof.

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

         "Extraordinary Dividend" means (i) all dividends and other
distributions made on, (whether payable in cash, securities or other property),
optional redemptions of, and tender offers for, the capital stock of the Company
(collectively, "Dividend Transactions") made within the preceding 12 months, the
aggregate fair market value of which (when added to the amount of any
repurchases of capital stock of the Company made during such 12-month period)
exceeds 5% of the Company's market capitalization (being the product of the
then-current market price per share of the Common Stock (determined as provided
below) times the aggregate number of shares of Common Stock then outstanding)
and (ii) repurchases of capital stock of the Company made within the preceding
12 months (but before the 15th anniversary of the date of issuance of the
Company's Perpetual Convertible Preferred Stock, Series A), the aggregate fair
market value of which (when added to the amount of any Dividend Transactions
made during such 12-month period) exceeds the following percentages of the
Company's market capitalization: 5% during the first five years after the date
of issuance of the Company's Perpetual Convertible Preferred Stock, Series A,
7.5% during the second five years after the date of issuance of the Company's
Perpetual Convertible Preferred Stock, Series A


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<PAGE>
and 10% during the third five years after the date of issuance of the Company's
Perpetual Convertible Preferred Stock, Series A. The current market price per
share of Common Stock on any day shall be deemed to be the average of the
closing prices of the Common Stock on the principal securities exchange on which
the Common Stock is then traded for the 20 consecutive Trading Days ending the
day before the day in question.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any Agency or political subdivision thereof or any other entity.

         "Preferred Stock Issue Date" means the date on which the Preferred
Stock is originally issued by the Company under this Certificate of Designation.

         "Series D Preferred" or "Series D Preferred Stock" shall mean the
Perpetual Convertible Preferred Stock, Series D, par value $.01 per share, of
the Corporation.

         "Trading Day" means any day on which the New York Stock Exchange or
other applicable stock exchange or market is open for business.

         "Transfer Agent" shall be American Stock Transfer Company unless and
until a successor is selected by the Company.


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<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this certificate to
be duly executed by Bradley S. Jacobs, Chairman and Chief Executive Officer of
the Company and attested by Michael J. Nolan, Assistant Secretary of the
Company, this September 28, 2001.

                                          UNITED RENTALS,  INC.



                                             By:  /s/ Bradley S. Jacobs
                                                 ------------------------------
                                             Name:  Bradley S. Jacobs

                                             Title: Chairman and Chief Executive
                                             Officer

ATTEST:

By: /s/ Michael J. Nolan
    ----------------------------
    Name:  Michael J. Nolan
    Title: Assistant Secretary

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