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                                                                    Exhibit 3(g)


                           CERTIFICATE OF DESIGNATION

                                       OF

                              PERPETUAL CONVERTIBLE

                            PREFERRED STOCK, SERIES D

                                       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 D
Perpetual Convertible Preferred Stock (the "Preferred Stock" or the "Series D
Preferred Stock"), consisting of 500,000 shares, of which 450,000 shares are
designated as Class D-1 Perpetual Convertible Preferred Stock (the "D-1
Preferred Stock") and 50,000 shares are designated as Class D-2 Perpetual
Convertible Preferred Stock (the "D-2 Preferred Stock"), having the following
voting powers, preferences and relative, participating, optional and other
special rights, and qualifications, limitations and restrictions:

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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 or series
of preferred stock established after June 28, 1999, 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 the Series C Perpetual Convertible Preferred Stock, par value
$.01 per share (the "Series C Preferred Stock") and 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 June 28, 1999, 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 June 28, 1999, 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. The D-1
Preferred Stock shall rank on a parity with the D-2 Preferred Stock with respect
to distributions upon the liquidation, winding-up and dissolution of the
Company.

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(d)(v), (ii) rights, options or warrants referred to in paragraph
3(d)(vii) and (iii) tender or exchange offers referred to in paragraph 3(d)(ix),
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.


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<PAGE>

         "Non-Approved Change in Control" means the occurrence 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 (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 Series C Preferred Stock the
immediately exercisable right to require the Company to redeem their shares of
Preferred Stock and Series C 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 and Series C Preferred Stock 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

                                        3

<PAGE>

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
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 the 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)

                                        4

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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 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) Conversion of D-1 Preferred Stock into D-2 Preferred Stock.

Subject to and in compliance with the applicable provisions of this Section 3,
any Regulated Stockholder shall be entitled, without the payment of any
additional consideration, to convert at any time and from time to time any or
all shares of D-1 Preferred Stock held by such Regulated Stockholder into the
same number of fully paid and nonassessable shares of D-2 Preferred Stock.

In addition, if at any time any Regulated Stockholder owns more than 4.99% of
the then outstanding D-1 Preferred Stock (or such other maximum percentage
ownership of voting securities permitted under Regulation Y) (such amount of
shares in excess of such percentage being the "Excess Shares"), then, without
the payment of any additional consideration or any other action by such
Regulated Stockholder, the Excess Shares shall be automatically converted into
the same number of fully paid and nonassessable shares of D-2 Preferred Stock.
The


                                        5

<PAGE>

Company shall notify any Regulated Stockholder that becomes the owner or more
than 4.99% of the then outstanding D-1 Preferred Stock (or such other maximum
percentage ownership of voting securities permitted under Regulation Y), within
15 days of the Company's having knowledge of such event. Such Regulated
Stockholder shall surrender the certificates representing the Excess Shares
thereafter promptly in accordance with the procedures in 3(d)(i). Failure to
give such notice to the Regulated Stockholder shall in no way affect the
automatic conversion of such shares of D-1 Preferred Stock into shares of D-2
Preferred Stock.

     (b) Conversion of D-2 Preferred Stock into D-1 Preferred Stock.

         (i) Subject to and in compliance with the applicable provisions of
this Section 3, any holder of shares of D-2 Preferred Stock shall be entitled,
without the payment of any additional consideration, to convert at any time and
from time to time any or all shares of D-2 Preferred Stock held by such holder
into the same number of fully paid and nonassessable shares of D-1 Preferred
Stock; provided, however, that any holder of D-2 Preferred Stock that is a
Regulated Stockholder may only convert such amount of D-2 Preferred Stock such
that after such conversion, such holder will own no more than 4.99% of the then
outstanding D-1 Preferred Stock (or such other maximum percentage ownership of
voting securities permitted under Regulation Y).

         (ii) Subject to and in compliance with the applicable provisions of
this Section 3, upon the transfer of any D-2 Preferred Stock to any transferee,
pursuant to or in conjunction with a Conversion Event, such transferred shares
of D-2 Preferred Stock shall be automatically converted into the same number of
fully paid and nonassessable shares of D-1 Preferred Stock, without any further
action on the part of the transferor or the transferee. Certificates
representing such transferred shares of D-2 Preferred Stock shall be surrendered
in accordance with the procedures in 3(d)(i), and the transferee shall be issued
certificates representing shares of D-1 Preferred Stock.

     (c) Optional Conversion of Preferred Stock into Common Stock.

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 (as defined in subparagraph (d)(i) below) 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.

     (d) Mechanics; Transfer Tax; Conversion Price

                                        6

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         (i) To convert Preferred Stock (other than Preferred Stock which is
automatically converted pursuant to paragraphs 3(a) and 3(b)(ii)), 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 or
Preferred Stock, as the case may be, to be issued, and (D) pay any transfer or
similar tax if required by clause (iii) 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 or Preferred Stock, as the case may be, 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 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 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.

         (ii) 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.

         (iii) 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.

         (iv) The Company has reserved and shall continue to reserve (A) out of
its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion, in full, of the
Preferred Stock to Common Stock, and (B) out of its authorized but unissued
Preferred Stock or its Preferred Stock held in treasury enough shares of Class
D-1 Preferred Stock and Class D-2 Preferred Stock to permit the

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<PAGE>

conversion, in full, of the Preferred Stock held by Regulated Stockholders.
All shares of Common Stock or Preferred Stock, as the case may be, 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 or Preferred Stock, as the case may
be, 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 or Preferred Stock, as the case may be, is listed.

         (v) 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 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(d)(v), 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.

         (vi) 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 B, but x shall not be greater than five.

         (vii) 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

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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(d)(vii), if any such right, option or warrant shall expire and
shall not have been exercised, the Conversion Price shall be recomputed
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(d)(vii), 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(d)(vii), 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.

         (viii) 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.

         (ix) 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 conclusive and described in a resolution of the Board of
Directors or such

                                        9

<PAGE>

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 Con-version 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 out-standing (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 ex-changed
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(d)(ix),
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(d)(ix), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company.

         (x) 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 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(d)(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(d)(x), 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

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pay any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

         (xi) 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(d)(viii) 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(D)(viii) above).

         (xii) 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.

         (xiii) 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(d)(xviii) 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.

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

         (xv) 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

                                       11

<PAGE>

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.

         (xvi) 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.

         (xvii) If:

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

                  (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(d)(xvii).

         (xviii) 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

                                       12

<PAGE>

or other securities or property thereafter deliverable upon the
conversion of Preferred Stock. If this paragraph 3(d)(xviii) applies, paragraphs
3(d)(v), 3(d)(viii) and 3(d)(xi) do not apply.

         (xix) 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 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.

         (xx) 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 Perpetual Convertible Preferred Stock, Series B 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 and Series C 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 of Preferred Stock and Series C Preferred Stock 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

                                       13

<PAGE>

a distribution per share equal to the distribution per as-converted share that
the holders of Preferred Stock 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.

5. Redemptions.


         (i) 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 Perpetual Convertible Preferred Stock, Series B 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 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

                                       14

<PAGE>

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.

         (ii) If, after 2-1/2 years following the date of issuance of the first
class of the Perpetual Convertible Preferred Stock, Series B, 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 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 December 31, 2001) exceeds an aggregate of $50
million, less a credit for all amounts theretofore paid to the holders of the
Series C Preferred Stock and the Series D Preferred Stock for such purchases
during such 12-month period.

              The term "Call Percentage" for any Reduced Price Offering (i)
shall mean 40%, if the Series C 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 Series C Preferred Sock 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

                                       15


<PAGE>


           more than $550 to and including 600 million          46
           more than $600 to and including 650 million          50
           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 C
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 Series C 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.

              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.

              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.

                                       16

<PAGE>

              (iii) The Company shall not redeem, purchase, acquire or take any
other action affecting outstanding shares of any D-1 Preferred Stock if, after
giving effect to such redemption, purchase, acquisition or other action, a
Regulated Stockholder would own more than 24.99% (or such other maximum
percentage of equity ownership permitted under Regulation Y) of the total equity
of the Company or more than 24.99% (or such other maximum percentage of capital
stock and subordinated debt ownership permitted under Regulation Y) of the total
value of all capital stock and subordinated debt of the Company (in each case
determined by assuming such Regulated Stockholder (but no other holder) has
exercised, converted or exchanged all of its options, warrants and other
convertible or exchangeable securities), unless the Company allows such
Regulated Stockholder to sell to the Company, and the Company shall repurchase
from such Regulated Stockholder, that minimum number or amount of Securities
which would result in such Regulated Stockholder holding less than 24.99% (or
such other maximum percentage of equity ownership permitted under Regulation Y)
of the total equity of the Company and less than 24.99% (or such other maximum
percentage of capital stock and subordinated debt ownership permitted under
Regulation Y) of the total value of all capital stock and subordinated debt of
the Company (in each case determined by assuming such Regulated Stockholder (but
no other holder) has exercised, converted or exchanged all of its options,
warrants and other convertible or exchangeable securities) after giving effect
to such purchase, at a purchase price equal to the liquidation value of such
Securities to be so purchased payable in cash at the closing of such purchase.

6. Voting Rights.

              (i) 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 otherwise required
by applicable law, the holders of the D-1 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 D-1 Preferred
Stock entitled to one vote for each share of Common Stock issuable upon
conversion of the D-1 Preferred Stock as of the record date for such vote or, if
no record date is specified, as of the date of such vote. Except as otherwise
provided below, the holders of the D-2 Preferred Stock shall not be entitled to
vote on any matter to be voted on by the stockholders of the Company, including
any vote to elect directors of the Company.

              (ii) The Company shall not, without the affirmative vote or
consent of the holders of at least a majority of the shares of D-1 Preferred
Stock and D-2 Preferred Stock then outstanding voting or consenting, as the case
may be, as one class:

                   (a) 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;

                                       17

<PAGE>

                   (b) 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;

                   (c) 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;

                   (d) 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;

                   (e) authorize the issuance of any shares of Series D
Perpetual Convertible Preferred Stock in excess of the 500,000 shares originally
authorized;

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

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

              (iii) Without the consent of each holder affected, an amendment or
waiver of the Company's Certificate of Incorporation or of this Certificate of
Designation may not (with respect to any shares of Preferred Stock held by a
non-consenting holder):

                   (a) 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;

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

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

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

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

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




                                       18

<PAGE>

                   (g) 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;

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

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

              (iv) 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:

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

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

                   (c) 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.

7. 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.

8. 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 voting as a class, 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 transaction. The resulting entity of such

                                       19

<PAGE>

transaction shall thereafter be deemed to be the "Company" for all purposes of
this Certificate of Designation.

9. 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
avail-able, 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.

10. 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.

11. 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.

12. 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.

13. 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

                                       20

<PAGE>

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.

14. 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.

15. 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).

16. 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.


                                       21

<PAGE>

         "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 Event" shall mean (a) any public offering or public sale of
securities of the Company (including a public offering registered under the
Securities Act of 1933 and a public sale pursuant to Rule 144 of the Securities
and Exchange Commission or any similar rule then in force), (b) any sale of
securities of the Company to a person or group of persons (within the meaning of
the Exchange Act), if, after such sale, such person or group of persons in the
aggregate would own or control securities which possess in the aggregate the
ordinary voting power to elect a majority of the Company's directors (provided
that such sale has been approved by the Company's Board of Directors or a
committee thereof), (c) any sale of securities of the Company to a person or
group of persons (within the meaning of the Exchange Act) if, after such sale,
such person or group of persons in the aggregate would own or control securities
of the Company (excluding any D-2 Preferred Stock being converted and disposed
of in connection with such Conversion Event) which possess in the aggregate the
ordinary voting power to elect a majority of the Company's directors, (d) any
sale of securities of the Company to a person or group of persons (within the
meaning of the Exchange Act) if, after such sale, such person or group of
persons would not, in the aggregate, own, control or have the right to acquire
more than two percent (2%) of the outstanding securities of any class of voting
securities of the Company and, (e) a merger, consolidation or similar
transaction involving the Company if, after such transaction, a person or group
of persons (within the meaning of the Exchange Act) in the aggregate would own
or control securities which possess in the aggregate the ordinary voting power
to elect a majority of the surviving Company's directors (provided that the
transaction has been approved by the Company's Board of Directors or a committee
thereof).

         "Conversion Price" shall initially mean $30.00 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.

         (i) "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

                                       22

<PAGE>

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 Perpetual Convertible Preferred
Stock, Series B), 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 Perpetual Convertible
Preferred Stock, Series B, 7.5% during the second five years after the date of
issuance of the Perpetual Convertible Preferred Stock, Series B, and 10% during
the third five years after the date of issuance of the Perpetual Convertible
Preferred Stock, Series B. 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" shall be construed broadly and shall include without
limitation an individual, a partnership, a Company, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a Governmental Authority.

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

         "Regulated Stockholder" means Chase Equity Associates, L.P., its
affiliates, and any other Person (i) that is subject to the provisions of
Regulation Y, (ii) that holds equity Securities of the Company and (iii) has
given written notice to the Company that such Person is a Regulated Stockholder.

         "Regulation Y" means Regulation Y of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Part 225 (or any successor to such
Regulation).

         "Securities" means "securities" as defined in Section 2(1) of the
Securities Act.

         "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.

                                       23



<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