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                                                                   EXHIBIT 4.12


                              AMENDED AND RESTATED

                       PREFERRED STOCK SERIES DESIGNATION

                     PACKAGED ICE, INC., A TEXAS CORPORATION

                            CERTIFICATE OF RESOLUTION

                            Providing for Issuance of
                          Exchangeable Preferred Stock
                         Pursuant to Article 2.13 of the
                         Texas Business Corporation Act

                                     * * * *

         WHEREAS, PACKAGED ICE, INC., a Texas corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article Four of its
Articles of Incorporation, and in accordance with the provisions of Article 2.13
of the Texas Business Corporation Act, its Board of Directors adopted by
unanimous written consent, in lieu of a special meeting, dated November 14,
1997, the resolutions creating and providing for the issuance of a series of
shares of Preferred Stock known as the 10% Exchangeable Preferred Stock, and
further providing for the voting powers, designations, preferences, and
relative, participating, optional or other rights thereof, and the
qualifications, limitations or restrictions thereof, in addition to those set
forth in said Articles of Incorporation, all in accordance with the provisions
of Article 2.13 of the Texas Business Corporation Act (the "Act") which
resolutions were filed with the Secretary of State of Texas on December 2, 1997
("Original Preferred Stock Designation"); and

         WHEREAS, the holders of the 10% Exchangeable Preferred Stock have
adopted by unanimous written consent dated April 27, 1998, all of the amendments
to the Original Preferred Stock Designation set forth herein; and

         WHEREAS, the Board of Directors of the Corporation now desires to amend
and restate the Original Preferred Stock Designation establishing the 10%
Exchangeable Preferred Stock to provide for the establishment of two new series
of Senior Securities, to be known as the 13% Exchangeable Preferred Stock
(Series A) and 13% Exchangeable Preferred Stock (Series B), to extend the
mandatory redemption date, and to provide for certain restrictions imposed by
the New Credit Facility (hereinafter defined), with such amended and restated
resolutions to read in full as follows:

         BE IT RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation under Article Four of the Articles of
Incorporation, which creates and authorizes 5,000,000 shares of preferred stock
of the par value of $.01 per share, hereinafter called the "Preferred Stock," of
which (i) 450,000 shares have been designated as the Series A Convertible
Preferred Stock (the "Series A Preferred Stock"), (ii) 200,000 shares have been
designated as the Series B Convertible Preferred Stock (the "Series B Preferred
Stock"), (iii) 100 shares have been designated as the Series C Preferred Stock
(the "Series C Preferred Stock"), (iv) 800,000 shares



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have been designated as the 13% Exchangeable Preferred Stock (Series A) (the
"Series A 13% Preferred Stock") and (v) 800,000 shares have been designated as
the 13% Exchangeable Preferred Stock (Series B) (the "Series B 13% Preferred
Stock" and, together with the Series A 13% Preferred Stock, the "13% Preferred
Stock"), the Board of Directors hereby provides for the issuance of a series of
500,000 shares of Preferred Stock of the par value of $0.1 per share as follows:

         1.    Designation. There is hereby created a series of Preferred Stock 
of the Corporation to be designated "10% Exchangeable Preferred Stock" with a
liquidation preference of $100.00 per share (hereinafter referred to as the "10%
Preferred Stock") consisting of an initial issuance of 250,000 shares of 10%
Preferred Stock plus up to 250,000 shares of 10% Preferred Stock that may be
issued in lieu of cash dividends thereon (and in lieu of cash dividends on such
shares that may be so issued in lieu of cash dividends) if the Corporation
elects to pay dividends in additional shares, and to the extent that the
designations, preferences, limitations and relative rights of the 10% Preferred
Stock are not stated in the Articles of Incorporation of the Corporation, they
are hereby fixed and herein stated, as set forth below.

          2.   Dividends.

               (i) Beginning on the Issue Date (this and certain other initially
capitalized terms used herein have the meanings specified in Section 10 hereof),
the Holders of the outstanding shares of 10% Preferred Stock, shall be entitled
to receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, dividends on each share of 10% Preferred Stock, at a
rate per annum equal to 10% of the liquidation preference of one share of 10%
Preferred Stock, or $10.0 per whole share per annum. All dividends shall be
fully cumulative and shall accrue, whether or not earned or declared, on a daily
basis from the Issue Date and shall be payable semiannually in arrears on each
Dividend Payment Dated, commencing on May 1, 1998. Any dividend on the 10%
Preferred Stock accrued and payable as provided in this Section 2 (including,
without limitation, Default Dividends (as defined below)) shall be paid either,
as so elected by the Board of Directors of the Corporation (subject, however, to
Section 2(ix) below), (x) in cash or (y) by issuing a number of additional
shares (and/or fractional shares) of the 10% Preferred Stock (the "Additional
Shares of 10% Preferred Stock") for each such share (or fractional share) of 10%
Preferred Stock then outstanding equal to the dividend then payable on each such
share (or fractional share) of 10% Preferred Stock for the Dividend Period then
ended (or such shorter period for which dividends are so being paid) (expressed
as a dollar amount) dividend by the liquidation preference of one share of 10%
Preferred Stock (expressed as a dollar amount or (z) in any combination thereof;
provided, however, that on each Dividend Payment Date which occurs after
December 2, 2001, such dividend amount shall be paid in cash except to the
extent prohibited by Section 4.22 of each of (i) the Indenture dated January 28,
1998 as amended and restated April 30, 1998, relating to $270,000,000 of 9 3/4%
Senior Notes (Series A and Series B) of the Corporation and (ii) the Exchange
Notes Indenture in the form attached as Exhibit H to the Securities Purchase
Agreement dated as of April 30, 1998 between the Corporation, Ares Leveraged
Fund, L.P. et al relating to the sale of the 13% Preferred Stock (collectively,
the "Indentures"), or by the Credit Agreement dated April 30, 1998 among the
Corporation and Antares Leveraged Capital Corp. as




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agent for the several financial institutions from time to time a party thereto
(the "New Credit Facility") and in each case, any amendment, modification or
supplement thereto.

          (ii) If at any time dividends are not declared and paid on any
Dividend Payment Date, whether in cash or Additional Shares of 10% Preferred
Stock or any combination thereof (the "Omitted Dividends"), the shares of 10%
Preferred Stock in respect of which such Omitted Dividends were not paid shall
accrue additional dividends as though such Omitted Dividends had been paid in
Additional Shares of 10% Preferred Stock at a rate per annum of 10% multiplied
by the amount of such Omitted Dividends (expressed as a dollar amount) (the
"Default Dividends"). Such Default Dividends shall be fully cumulative and shall
accrue (whether or not earned or declared) on a daily basis and shall be deemed
to constitute accrued and unpaid dividends for all purposes hereof even if such
additional dividends are not specifically mentioned in any particular context.
For purposes of this Section 2, all Default Dividends shall be considered to be
in arrears at all times.

         (iii) Each distribution in the form of dividend (whether in cash or in
Additional Shares of 10% Preferred Stock) shall be payable to Holders of record
as they appear on the stock books of the Corporation on such record dates, not
less than 10 nor more than 60 days preceding the related Dividend Payment Date,
as shall be fixed by the Board of Directors. Dividends shall cease to accumulate
in respect of shares of the 10% Preferred Stock on the Exchange Date or on the
date of their earlier redemption unless the Corporation shall have failed to
issue the appropriate aggregate principal amount of Exchange Notes in respect of
the 10% Preferred Stock on the Exchange Date or shall have failed to pay the
relevant redemption price on the date fixed for redemption.

         (iv) All dividends paid with respect to shares of the 10% Preferred
Stock pursuant to Section 2(i) shall be paid pro rata to the Holders entitled
thereto.

         (v) Dividends on account of arrears for any past Dividend Period and
dividends in connection with any optional redemption pursuant to Section 5(i)
may be declared and paid at any time, without reference to any regular Dividend
Payment Date, to Holders of record on such date, not more than 45 days prior to
the payment thereof, as may be fixed by the Board of Directors.

         (vi) No full dividends shall be declared by the Board of Directors or
paid or funds set apart for the payment of dividends by the Corporation on any
Parity Securities (as defined in Section 4 hereof) for any period unless full
cumulative dividends shall have been or contemporaneously are declared and paid
in full, or declared and (in the case of dividends payable in cash) a sum in
cash set apart in trust sufficient for such payment on the 10% Preferred Stock
for all dividend periods terminating on or prior to the date of payment of such
full dividends on such Parity Securities. If any dividends are not paid in full,
as aforesaid, upon the shares of the 10% Preferred Stock and any other Parity
Securities, all dividends declared upon shares of the 10% Preferred Stock and
any other Parity Securities shall be declared pro rata so that the amount of
dividends declared per share on the 10% Preferred Stock and such Parity





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Securities shall in all cases bear to each other the same ratio that accrued
dividends per share on the 10% Preferred Stock and such Parity Securities bear
to each other.

         (vii) (1) Holders of shares of the 10% Preferred Stock shall be
entitled to receive the dividends provided for in Section 2(i) hereof in
preference to and in priority over any dividends upon any of the Junior
Securities (as defined in Section 4 hereof).

               (2) So long as any shares of 10% Preferred Stock are outstanding,
the Corporation shall not declare, pay or set apart for payment any
dividend on any of the Junior Securities or make any payment on account of, or
set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any of the Junior Securities or any
warrants, rights, calls or options exercisable for or convertible into any of
the Junior Securities, or make any distribution in respect thereof, either
directly or indirectly, and whether in cash, obligations or shares of the
Corporation or other property (other than dividends on Junior Securities paid
solely in additional shares of Junior Securities), and shall not permit any
person or entity directly or indirectly controlled by the Corporation to
purchase or redeem any of the Junior Securities or any such warrants, rights,
calls or options.

                  (3) So long as any shares of the 10% Preferred Stock are
outstanding, the Corporation shall not make any payment on account of, or set
apart for payment money for a sinking or other similar fund for, the purchase,
redemption or other retirement of, any of the Parity Securities or any warrants,
rights, calls or options exercisable for or convertible into any of the Parity
Securities, and shall not permit any person or entity directly or indirectly
controlled by the Corporation to purchase or redeem any of the Parity Securities
or any such warrants, rights, calls or options unless the dividends determined
in accordance herewith on the 10% Preferred Stock have been paid in full.

                  Notwithstanding the foregoing, these provisions do not
prohibit (a) the acquisition of Junior Securities or warrants, rights, call or
options exercisable for or convertible into Junior Securities either (i) solely
in exchange for shares of Junior Securities or (ii) through the application of
the net proceeds of a substantially concurrent sale for cash (other than to a
person or entity directly or indirectly controlled by the Corporation) of shares
of Junior Securities or warrants, rights, calls or options to acquire Junior
Securities or (b) the acquisition of Parity Securities or warrants, rights,
calls or options exercisable for or convertible into Parity Securities either
(i) solely in exchange for shares of Junior Securities or Parity Securities or a
combination thereof or (ii) through the application of the net proceeds of a
substantially concurrent sale for cash (other than to a person or entity
directly or indirectly controlled by the Corporation) of shares of Junior
Securities of Parity Securities or warrants, rights, calls or options to acquire
Junior Securities or Parity Securities (or any combination thereof).

         (viii) Dividends payable on shares of the 10% Preferred Stock for any
period less than a year shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed in the period for
which payable. If any Dividend Payment Date occurs on a day that is not a
Business Day, any accrued dividends otherwise payable on such Dividend Payment
Date shall be paid on the next succeeding Business Day.






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          (ix) Notwithstanding anything to the contrary contained herein,
dividends payable on any Dividend Payment Date shall be paid in cash unless the
Corporation also issues to the holders of the 10% Preferred Stock, on or prior
to such Dividend Payment Date, warrants to purchase common stock of the
Corporation in accordance with Section 4.7 of each of the Securities Purchase
Agreements, dated December 2, 1997, between the Corporation and each of Culligan
Water Technologies, Inc. and Erica Jesselson.

          3.      Liquidation Preference.

                  (i) Upon any voluntary or involuntary liquidation, dissolution
or winding-up of the affairs of the Corporation, the Holders of shares of 10%
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, $100.00 per
share of 10% preferred Stock, plus an amount in cash equal to all accumulated
and unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding-up (including an amount equal to a prorated dividend for the period from
the last Dividend Payment Date to the date fixed for liquidation, dissolution or
winding-up), after any payment shall be made or any assets distributed to the
holders of any of the Senior Securities (including, without limitation, the 13%
Preferred Stock) and before any payment shall be made or any assets distributed
to the holders of any of the Junior Securities, (including, without limitation,
common stock of the Corporation). Except as provided in the preceding sentence,
Holders of shares of 10% Preferred Stock shall not be entitled to any
distribution in the event of liquidation, dissolution or winding-up of the
affairs of the Corporation. If the assets of the Corporation are not sufficient
to pay in full the liquidation preference payable to the Holders of outstanding
shares of the 10% Preferred Stock and all Parity Securities, then the holders of
all such shares shall share equally and ratably in such distribution of assets
of the Corporation in accordance with the amounts which would be payable on such
distribution of assets of the Corporation in accordance with the Holders of
outstanding shares of 10% Preferred Stock and the holders of outstanding shares
of all Securities are entitled were paid in full.

         (ii) After payment of the full amount of the liquidation preferences
and all accumulated an unpaid dividends to which they are entitled, the holder
of shares of the 10% Preferred Stock shall not be entitled to any further
participation in any distribution of assets of the Corporation upon any such
liquidation, dissolution or winding-up.

         (iii) At any time, in the event of the merger or consolidation of the
Corporation into or with another corporation or the merger or consolidation of
any other corporation into or with the Corporation or a plan of exchange between
the Corporation and any other corporation (in which consolidation or merger or
plan of exchange any shareholders of the Corporation receive cash or securities
or other property), or the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation, then, subject to the
provisions of this section, such transaction shall be deemed, solely for
purposes of determining the amounts to be received by the holders of the 10%
Preferred stock in such merger, consolidation, plan of exchange, sale, transfer
or other disposition, and for purposes of determining the priority of receipt of
such amounts as between the holders of the Junior Securities, to be a
liquidation or dissolution of the Corporation if the holders of a majority of
the outstanding shares of 10% Preferred Stock so elect by giving written





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notice thereof to the Corporation at least two (2) days before the effective
date of such transaction. The Corporation shall give each holder of record of
10% Preferred Stock written notice of such impending transaction not later than
fourteen (14) days prior to the shareholders' meeting of the Corporation called
to approve such transaction, or fourteen (14) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such Holders in writing
of the final approval of such transaction. The first of such notices shall
describe the material terms and conditions of the transaction and of this
section (including, without limiting the generality of the foregoing, a
description of the value of the consideration, if any, being offered to the
holders of the 10% Preferred Stock in the transaction and the amount to which
such holders would be entitled if such transaction were (as described above) to
be deemed to be a liquidation or dissolution of the Corporation), and the
Corporation shall thereafter give such holders prompt notice of any material
changes to such terms and conditions. The transaction shall in no event take
place sooner than fourteen (14) days after the mailing by the Corporation of the
first notice provided for herein or sooner than ten (10) days after the mailing
by the Corporation of any notice of material changes provided for herein;
provided, however, that such periods may be reduced upon the written consent of
the holders of a majority of outstanding shares of 10% Preferred Stock.

         4.       Rank. The 10% Preferred Stock shall, with respect to 
redemptions, dividend distributions, and distributions upon the liquidation,
winding-up or dissolution of the Corporation, rank senior to (i) all classes of
common stock of the Corporation and (ii) each other class of capital stock or
series of Preferred Stock of the Corporation now existing or hereafter created
by the Board of Directors the terms of which do not expressly provide that it
ranks senior to or on a parity with the 10% Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up or dissolution
of the Corporation (collectively referred to with the common stock of the
Corporation as "Junior Securities"). The 10% Preferred Stock shall, with respect
to redemptions, dividend distributions, and distributions upon the liquidation,
winding-up or dissolution of the Corporation, rank on a parity with any class of
capital stock or series of Preferred Stock now existing or hereafter created by
the Board of Directors, the terms of which expressly provide that such class or
series shall rank on a parity with the 10% Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up or dissolution
of the Corporation (collectively referred to as "Parity Securities"); provided
that any such Parity Securities that were not approved by the Holders in
accordance with paragraph Section 7(ii)(1) hereof shall be deemed to be Junior
Securities and not Parity Securities. The 10% Preferred Stock shall, with
respect to redemption, dividend distributions and distributions upon the
liquidation, winding-up or dissolution of the Corporation, rank junior to each
class of capital stock or series of Preferred Stock hereafter created which has
been approved by the Holders of the 10% Preferred Stock in accordance with
Section 7(ii)(2) hereof and which expressly provides that it ranks senior to the
10% Preferred Stock as to redemption, dividend distributions or distributions
upon the liquidation, winding-up or dissolution of the Corporation (collectively
referred to as "Senior Securities"). The 10% Preferred Stock will rank senior to
the Series A Preferred Stock and the Series B Preferred Stock as to redemptions,
dividend distributions, and distributions upon the liquidation, winding-up or
dissolution of the Corporation, and the Series A Preferred Stock and the Series
B Preferred Stock shall be deemed to be Junior Securities. The 13% Preferred
Stock shall rank senior to the 10% Preferred Stock as to redemptions, dividend




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distributions, and distributions upon the liquidation, winding up or dissolution
of the Corporation, and the 13% Preferred Stock shall be deemed to be Senior
Securities.

         5.       Redemption.

                  (i) Optional Redemption. The Corporation may (subject to
contractual and other restrictions with respect thereto and to applicable
provisions of the Act and to the legal availability of funds therefor), at the
option of the Board of Directors, redeem at any time or from time to time, in
whole or in part, in the manner provided in Section 5(iv) hereof, any or all of
the shares of the 10% Preferred Stock, at a cash redemption price of $100.00 per
share plus an amount equal to all accumulated and unpaid dividends thereon,
whether or not earned or declared (including an amount in cash equal) to a
prorated dividend for the period from the Dividend Payment Date immediately
prior to the Redemption Date to the Redemption Date) (the "Optional Redemption
Price"), provided that no optional redemption pursuant to this Section 5(i)
shall be authorized or made unless prior thereto full unpaid cumulative
dividends for all Dividend Periods terminating on or prior to the Redemption
Date and for an amount equal to a prorated dividend for the period from the
Dividend Payment Date immediately prior to the Redemption Date to the Redemption
Date shall have been or immediately prior to the Redemption Notice (as defined
in Section 5(iv) hereof), are declared and paid in cash or declared and a sum
set apart sufficient for such cash payment on the Redemption Date, on the
outstanding shares of the 10% Preferred Stock.

                  (ii) In the event of a redemption pursuant to Section 5 (i)
hereof of only a portion of the then outstanding shares of the 10% Preferred
Stock, the Corporation shall effect such redemption, pro rata according to the
number of shares held by each Holder of the 10% Preferred Stock.

                  (iii) Mandatory Redemption. Subject to applicable provisions
of the Act, on May 15, 2005, the Corporation shall redeem, in a manner provided
in Section 5(iv) hereof, all of the shares of the 10% Preferred Stock then
outstanding at a cash redemption price of $100.00 per share plus an amount equal
to all accumulated and unpaid dividends thereon, whether or not earned or
declared (including an amount in cash equal to a prorated dividend for the
period from the Dividend Payment Date immediately prior to the Redemption Date
to the Redemption Date) (the "Mandatory Redemption Price").

                  (iv) Procedures for Redemption. (1) At least 20 days and not
more than 60 days prior to the date fixed for any redemption of the 10%
Preferred Stock, written notice (the "Redemption Notice") shall be given by
first-class mail, postage prepaid, to each Holder of record on the record date
fixed for such redemption of the 10% Preferred Stock at such Holder's address as
the same appears on the stock register of the Corporation, provided that no
failure to give such notice nor any deficiency therein shall affect the validity
of the procedure for the redemption of any shares of 10% Preferred Stock to be
redeemed except as to the Holder or Holders to whom the Corporation has failed
to give said notice or except as to the Holder or Holders whose notice was
defective and except that any failure to give such notice or any






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deficiency therein shall have no effect on the Corporation's obligation to
effect a mandatory redemption pursuant to Section 5(iii) hereof. The Redemption
Notice shall state:

                  (A)      whether the redemption is pursuant to Section 5(i) or
                           5(iii) hereof;

                  (B)      the Optional Redemption Price or the Mandatory
                           Redemption Price, as the case may be;

                  (C)      whether all or less than all (in the case of a
                           redemption pursuant to Section 5(i)) the outstanding
                           shares of the 10% Preferred Stock are to be redeemed
                           and the total number of shares of the 10% Preferred
                           Stock being redeemed.

                  (D)      in the case of a redemption pursuant to Section 5(i),
                           the number of shares of 10% Preferred Stock held, as
                           of the appropriate record date, by the Holder that
                           the Corporation intends to redeem;

                  (E)      the Redemption Date;

                  (F)      the place or places where certificates representing
                           the shares of 10% Preferred Stock are to be
                           surrendered for redemption and the manner in which
                           such certificates are to be surrendered;

                  (G)      that the Holder is to surrender to the Corporation,
                           at the place or places referred to in clause (F)
                           above, in the manner designated and at the Optional
                           Redemption Price or the Mandatory Redemption Price,
                           as the case may be, the certificate or certificates
                           representing the shares of 10% Preferred Stock; and

                  (H)      that dividends on the shares of the 10% Preferred
                           Stock to be redeemed shall cease to accrue on such
                           Redemption Date unless the Corporation defaults in
                           the payment of the Optional Redemption Price or the
                           Mandatory Redemption Price, as the case may be.

                           (2)      Each Holder of 10% Preferred Stock shall 
surrender the certificate or certificates representing such shares of 10%
Preferred Stock to the Corporation, duly endorsed, in the manner and at the
place designated in the Redemption Notice, and on the Redemption Date the full
Optional Redemption Price or Mandatory Redemption Price, as the case may be, for
such shares shall be payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be canceled and retired. In the event that less than all of
the shares represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.

                           (3)      Unless the Corporation defaults in the 
payment in full of the applicable redemption price, dividends on the 10%
Preferred Stock called for redemption shall cease to accumulate on the
Redemption Date, and the Holders of such shares to be redeemed




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shall cease to have any further rights with respect thereto on the Redemption
Date, other than the right to receive the Optional Redemption Price or the
Mandatory Redemption Price, as case may be, without interest.

         6.       Exchange for Debt Securities.

                  (i) Requirements. (1) The Corporation may at its option redeem
all, but not less than all, of the then outstanding shares of 10% Preferred
Stock through the issuance, in redemption of and in exchange for the shares of
10% Preferred Stock, Exchange Notes in an aggregate principal amount equal to
the sum of $100.00 per share of 10% Preferred Stock to be redeemed plus the
amount of accrued and unpaid dividends thereon whether or not earned or declared
(including an amount equal to a prorated dividend for the period from the
Dividend Payment Date immediately prior to the Exchange Date to the Exchange
Date), provided that on the date of such exchange: (a) there shall be no
contractual or legal impediments to such exchange; (b) there shall be legally
available funds sufficient therefor; (c) the Corporation shall have delivered to
the Holders a written opinion of counsel of national prominence that the
Exchange Notes have been duly authorized, executed and delivered by the
Corporation, have been validly issued, have not been issued in violation of any
law, rule, regulation or agreement and constitute valid and legally binding
obligations of the Corporation enforceable (subject to customary exceptions)
against the Corporation in accordance with their terms and entitled to the
benefits of the Exchange Notes Indenture; (d) the Corporation shall have
executed and delivered to the Holders an Exchange Notes Indenture in form and
substance satisfactory to the holders of a majority of the outstanding shares of
10% Preferred Stock and such Exchange Notes Indenture shall comply with the
definition thereof in Section 10; and (e) immediately after giving effect to
such exchange, no Default or Event of Default (each as defined in the Exchange
Notes Indenture) would exist under the Exchange Notes Indenture.

                  (ii) Procedures for Exchange. (1) At least 20 days and not
more than 60 days prior to the date fixed for exchange (the "Exchange Date"),
written notice (the "Exchange Notice") shall be given by first-class mail
postage prepaid, to each Holder of record on the date fixed for such exchange at
such Holder's address as the same appears on the stock register of the
Corporation, provided that no failure to give such notice nor any deficiency
therein shall affect the validity of the procedure for the exchange of any
shares of 10% Preferred Stock to be exchanged except as to the Holder or Holders
to whom the Corporation has failed to give said notice or except as to the
Holder or Holders whose notice was defective. The Exchange Notice shall state:

                  (A)      that the Corporation is exercising its option to
                           exchange the 10% Preferred Stock for Exchange Notes
                           pursuant to this Certificate of Resolution;

                  (B)      the date fixed for exchange (the "Exchange Date"),
                           which date shall not be less than 20 days nor more
                           than 60 days following the date on which the Exchange
                           Notice is mailed (except as provided in the last
                           sentence of this paragraph);






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                  (C)      the place or places where certificates representing 
                           the shares of 10% Preferred Stock are to be 
                           surrendered for exchange and the manner in which such
                           certificates are to be surrendered;

                  (D)      that the Holder is to surrender to the Corporation,
                           at the place or places referred to in clause (C)
                           above, in the manner designated, the certificate or
                           certificates representing the shares of 10% Preferred
                           Stock;

                  (E)      that dividends on the shares of 10% Preferred Stock
                           to be exchanged shall cease to accrue on the Exchange
                           Date whether or not certificates for shares of 10%
                           Preferred Stock are surrendered for exchange on the
                           Exchange Date unless the Corporation shall default in
                           the delivery of Exchange Notes; and

                  (F)      that interest on the Exchange Notes shall accrue from
                           the Exchange Date whether or not certificates for
                           shares of 10% Preferred Stock are surrendered for
                           exchange on the Exchange Date.

On the Exchange Date, if the conditions set forth in clauses (a) through (e) in
Section 6(i) are satisfied, the Corporation shall issue Exchange Notes in
exchange for the 10% Preferred Stock as provided in the next paragraph.

                           (2) Upon any exchange pursuant to Section 6, Exchange
Notes shall be issued in exchange for 10% Preferred Stock, in registered form
without coupons. Exchange Notes will be issued in principal amounts of $1,000
and integral multiples thereof to the extent possible, and will also be issued
in principal amounts less than $1,000 so that each Holder of 10% Preferred Stock
will receive certificates representing the entire amount of Exchange Notes to
which his shares of 10% Preferred Stock entitles him, provided that the
Corporation may, at its option, pay cash in lieu of issuing Exchange Notes in a
principal amount of less than $1,000.

                  (iii)    (1) On or before the date fixed for exchange, each
Holder of 10% Preferred Stock shall surrender the certificate or certificates
representing such shares of 10% Preferred Stock, in the manner and at the place
designated in the Exchange Notice. The Corporation shall cause the Exchange
Notes to be executed on or prior to the Exchange Date and, upon surrender in
accordance with the Exchange Notice of the certificates for any shares of 10%
Preferred Stock so exchanged (properly endorsed or assigned for transfer, if the
notice shall so state), such shares shall be redeemed by the Corporation in
exchange for Exchange Notes. The Corporation shall pay interest on the Exchange
Notes. The Corporation shall pay interest on the Exchange Notes at the rate and
on the date or dates specified therein from the Exchange Date.

                           (2)  If notice has been mailed as aforesaid, and if 
before the Exchange Date (a) the Exchange Notes Indenture shall have been duly
executed and delivered by the Corporation and (b) all Exchange Notes necessary
for such exchange shall have been duly executed and delivered by the
Corporation, then on the Exchange Date, dividends shall cease to accrue on the
outstanding shares of 10% Preferred Stock and all of the rights of the Holders
of shares of the 10% Preferred Stock as stockholders of the Corporation shall
cease (except the right




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to receive Exchange Notes), and the Person or Persons entitled to receive the
Exchange Notes issuable upon exchange shall be treated for all purposes as the
registered holder or holders of such Exchange Notes as of the Exchange Date.

         7.       Voting Rights.

                  (i) The Holders of shares of the 10% Preferred Stock, except
as otherwise required by applicable law or as set forth in Section 7(ii) and
(iii) below, shall not be entitled or permitted to vote on any matter required
or permitted to be voted upon by the stockholders of the Corporation.

                  (ii) (1) So long as any shares of the 10% Preferred Stock are
outstanding, the Corporation shall not authorize, create, issue or sell any
class of Parity Securities without the affirmative vote or consent of Holders of
at least a majority of the outstanding shares of 10% Preferred Stock, voting or
consenting, as the case may be, separately as one class, given in person or by
proxy, either in writing or by resolution adopted at a meeting, except that
without the approval of Holders of the 10% Preferred Stock, the Corporation may
authorize or issue shares of Parity Securities in exchange for, or the proceeds
of which are used to redeem all (but not less than all) shares of 10% Preferred
Stock then outstanding.

                       (2) So long as any shares of the 10% Preferred Stock 
are outstanding, the Corporation shall not authorize any class of Senior
Securities without the affirmative vote or consent of Holders of at least a
majority of the outstanding shares of 10% Preferred Stock, voting or consenting,
as the case may be, separately as one class, given in person or by proxy, either
in writing or by resolution adopted at a meeting.

                       (3) So long as any shares of the 10% Preferred Stock are 
outstanding, the Corporation shall not amend this Certificate of Resolution so
as to affect adversely the specified rights, preferences, privileges or voting
rights of Holders of shares of 10% Preferred Stock or to authorize the issuance
of any additional shares of 10% Preferred Stock without the affirmative vote or
consent of Holders of at least a majority of the outstanding shares of 10%
Preferred Stock, voting or consenting, as the case may be, separately as one
class, given in person or by proxy, either in writing or by resolution adopted
at a meeting.

                       (4) Except as set forth in Section 7(ii)(1) and (2) 
above, (a) the creation, authorization or issuance of any shares of any Junior
Securities, Parity Securities or Senior Securities or (b) the increase or
decrease in the amount of authorized capital stock of any class, including any
preferred stock, shall not require the consent of Holders of 10% Preferred Stock
and shall not, unless not complying with Section 7(ii)(1) and (2) above, be
deemed to affect adversely the rights, preferences, privileges or voting rights
of Holders of shares of 10% Preferred Stock.

                  (iii) In any case in which the Holders of shares of the 10%
Preferred Stock shall be entitled to vote pursuant to this Section 7 or pursuant
to applicable law, each Holder of shares of the 10% Preferred Stock shall be
entitled to one vote for each share of 10% Preferred Stock held.






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<PAGE>   12



         8.       Reissuance of 10% Preferred Stock. Shares of 10% Preferred 
Stock that have been issued and reacquired by the Corporation or any of its
subsidiaries in any manner, including shares purchased or redeemed or exchanged,
shall be canceled and shall not be reissued.

         9.       Business Day. If any payment, redemption or exchange shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment, redemption or exchange shall be made on the immediately succeeding
Business Day.

         10.      Definitions. As used in this Certificate of Resolution, 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:

                  "Business Day"  means any day other than a  Legal Holiday.

                  "Dividend Payment Date"  means May 1 and November 1 of each 
year.

                  "Dividend Period" means the Initial Dividend Period and,
thereafter, each Semiannual Dividend Period.

                  "Exchange Date" means a date on which shares of 10% Preferred
Stock are exchanged by the Corporation for Exchange Notes.

                  "Exchange Notes" means subordinated notes of the Corporation
having an interest rate of 10% per annum, payable semiannually on May 1 and
November 1 of each year, a maturity date of May 15, 2005, and having the benefit
of, and subject to the terms and conditions of, the Exchange Notes Indenture.

                  "Exchange Notes Indenture" means an indenture or other
agreement of the Corporation containing covenants, events of default, redemption
provisions and other terms substantially identical to the Indentures (except
that the interest rate, payment dates and maturity date shall be described in
the definition of "Exchange Notes" and except that subordination provisions
customary at the time of exchange for high yield securities shall be included
therein), all in form and substance reasonably acceptable to the Holders of a
majority of the 10% Preferred Stock.

                  "Holder"  means a holder of shares of 10% Preferred Stock.

                  "Initial Dividend Period" means the dividend period commencing
on the Issue Date and ending on the day before the first Dividend Payment Date
to occur thereafter.

                  "Issue Date" means the date on which the 10% Preferred Stock
is originally issued by the Corporation under this Certificate of Resolution.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment,




                                       12
<PAGE>   13


payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

                  "Redemption Date" with respect to any shares of 10% Preferred
Stock, means the date on which such shares of 10% Preferred Stock are to be
redeemed by the Corporation.

                  "Semiannual Dividend Period" shall mean the six-month period
commencing on each May 1 and November 1 and ending on the day before the
following Dividend Payment Date.

                  RESOLVED, that, before the Corporation shall issue any shares
of the 10% Preferred Stock, a certificate pursuant to Article 2.13 of the Act
shall be made, executed, acknowledged, filed and recorded in accordance with the
provisions of said Article 2.13; and the proper officers of the Corporation are
hereby authorized and directed to do all acts and things which may be necessary
or proper in their opinion to carry into effect the purposes and intent of this
and the foregoing resolutions.

          IN WITNESS WHEREOF, said PACKAGED ICE, INC. has caused this
Certificate to be duly executed by its President this 29th day of April, 1998.



                                           PACKAGED ICE, INC.



                                           By: /s/ A. J. LEWIS III
                                              ----------------------------------
                                              Name: A. J. Lewis III
                                              Title: President and Secretary




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