EXHIBIT 2
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                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
   AND RIGHTS OF SERIES C MANDATORY CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION


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

         The undersigned, pursuant to the provisions of Sections 103 and 151 of
the General Corporation Law of the State of Delaware, do hereby certify that,
pursuant to the authority expressly vested in the Board of Directors of Jarden
Corporation, a Delaware corporation (the "CORPORATION"), by the Corporation's
Certificate of Incorporation, the Board of Directors has duly provided for the
issuance of and created a series of Preferred Stock of the Corporation, par
value $0.01 per share (the "PREFERRED STOCK"), and in order to fix the
designation and amount and the voting powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock,
has duly adopted this Certificate of Designations, Preferences and Rights of
Preferred Stock (the "CERTIFICATE").

         Each share of such series of Preferred Stock shall rank equally in all
respects and shall be subject to the following provisions:

         1. NUMBER OF SHARES AND DESIGNATION. 300,000 shares of Preferred Stock
of the Corporation shall constitute a series of Preferred Stock designated as
Series C Mandatory Convertible Participating Preferred Stock (the "SERIES C
PREFERRED STOCK"). The number of shares of Series C Preferred Stock may be
increased (to the extent of the Corporation's authorized and unissued Preferred
Stock) or decreased (but not below the number of shares of Series C Preferred
Stock then outstanding) by further resolution duly adopted by the Board of
Directors and the filing of a certificate of increase or decrease, as the case
may be, with the Secretary of State of Delaware.

         2. RANK. The Series C Preferred Stock shall, with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise (i) rank senior and prior to
the Common Stock, and each other class or series of equity securities of the
Corporation, whether currently issued or issued in the future, that by its terms
ranks junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities, including the Common Stock, are collectively referred to herein as
the "JUNIOR SECURITIES"), (ii) rank on a parity with each other class or series
of equity securities of the Corporation, whether currently issued or issued in
the future, that does not by its terms expressly provide that it ranks senior to
or junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities are collectively referred to herein as the "PARITY SECURITIES"), and
(iii) rank junior to each other class or series of equity securities of the
Corporation, whether currently



issued or issued in the future, that by its terms ranks senior to the Series C
Preferred Stock (whether with respect to payment of dividends, redemption
payments, rights upon liquidation, dissolution or winding up of the affairs of
the Corporation, or otherwise) (all of such equity securities are collectively
referred to herein as the "SENIOR SECURITIES"). The respective definitions of
Junior Securities, Parity Securities and Senior Securities shall also include
any rights or options exercisable or exchangeable for or convertible into any of
the Junior Securities, Parity Securities or Senior Securities, as the case may
be. Shares of Series B Preferred Stock issued in accordance with the terms of
the Purchase Agreement are Parity Securities. At the date of the initial
issuance of the Series C Preferred Stock there will be no Parity Securities
other than the Series B Preferred Stock and no Senior Securities authorized or
outstanding.

         3. DIVIDENDS.

         (a) The holders of shares of Series C Preferred Stock shall be entitled
to receive out of funds legally available for the payment of dividends,
dividends on the terms described below:

             (i) Holders of shares of Series C Preferred Stock shall be entitled
         to participate equally and ratably with the holders of shares of Common
         Stock and holders of shares of Series B Preferred Stock in all
         dividends and distributions paid (whether in the form of cash, stock or
         otherwise, and including any dividend or distribution of shares of
         stock or other equity of any Person other than the Corporation,
         evidences of indebtedness of any Person including without limitation
         the Corporation or any Subsidiary and any other assets) on the shares
         of Common Stock as if immediately prior to each record date for the
         Common Stock, shares of Series C Preferred Stock then outstanding were
         converted into shares of Common Stock and Series B Preferred Stock (in
         the manner described in Section 7 without regard to any limitations
         contained therein) and such shares of Series B Preferred Stock were
         converted into shares of Common Stock (in the manner described in the
         Certificate of Designations relating to the Series B Preferred Stock
         without regard to any limitations contained therein); provided,
         however, that the holders of shares of Series C Preferred Stock shall
         not be entitled to participate in any such dividend or distribution if
         an adjustment to the Mandatory Conversion Price shall be required with
         respect to such dividend or distribution pursuant to Section 7(c)
         hereof and a similar adjustment is made with respect to the Series B
         Preferred Stock;

             (ii) In addition to any dividends paid pursuant to Section 3(a)(i),
         in respect of each three-month period beginning with the three month
         period ending [December [ ]], 2009 [DATE TO CORRESPOND TO 90 DAYS AFTER
         THE FUNDING DATE, 2009], the Corporation shall pay, when and as
         declared by the Board of Directors, out of funds legally available
         therefor a quarterly cash dividend on each share of Series C Preferred
         Stock at an annual rate, subject to clause (iii) below, equal to 9.50%
         of the Base Liquidation Value then in effect (such rate, the "DIVIDEND
         RATE"); and

             (iii) If the Corporation shall have failed to pay (in whole or in
         part) any dividend contemplated by Section 3(a)(ii) hereof, the
         Dividend Rate referred to in Section 3(a)(ii) above shall be increased
         to 10.00% of the Base Liquidation Value then in effect, beginning on
         the first day of the Dividend Period (as defined below) after the
         Dividend Period with respect to which the failure to pay (in whole or
         in part) dividends relates and

                                       2


         continuing thereafter until the first day of the Dividend Period
         succeeding the Dividend Period as of which all dividends contemplated
         by Section 3(a)(ii) and this Section 3(a)(iii) have been paid in full.

             (iv) Dividends payable pursuant to Section 3(a)(i) shall be payable
         on the same date that such dividends are payable to holders of shares
         of Common Stock, and no dividends shall be payable to holders of shares
         of Common Stock unless dividends contemplated by Section 3(a)(i) are
         also paid at the same time in respect of the Series C Preferred Stock.
         Dividends payable pursuant to Section 3(a)(ii) shall be payable
         quarterly in arrears on [March [ ], June [ ], September [ ] and
         December [ ]] [DATES TO CORRESPOND TO THE FUNDING DATE AND
         CORRESPONDING DAYS IN EACH QUARTER] of each year with the first payment
         to be made on [December [ ], 2009] [DATE TO CORRESPOND TO 90 DAYS AFTER
         THE FUNDING DATE, 2009] (unless such day is not a Business Day (as
         defined below), in which event such dividends shall be payable on the
         next succeeding Business Day) (each such payment date being a "DIVIDEND
         PAYMENT DATE" and the period from the fifth anniversary of the Initial
         Funding Date until the first Dividend Payment Date and each such
         quarterly period thereafter being a "DIVIDEND PERIOD"). The amount of
         dividends payable on any shares of the Series C Preferred Stock for any
         period in which such shares are outstanding that is shorter or longer
         than a full Dividend Period, shall be computed on the basis of a
         360-day year of twelve 30-day months. As used herein, the term
         "BUSINESS DAY" means any day except a Saturday, Sunday or day on which
         banking institutions are legally authorized to close in the City of New
         York.

         (b) Dividends on the Series C Preferred Stock provided for in Section
3(a)(ii) and Section 3(a)(iii) shall be cumulative and shall accrue on a daily
basis whether or not declared and whether or not in any fiscal year there shall
be funds legally available therefor, so that if in any Dividend Period,
dividends contemplated by Section 3(a)(ii) and Section 3(a)(iii) in whole or in
part are not paid upon the Series C Preferred Stock, unpaid dividends shall
accumulate as against the holders of Parity Securities and Junior Securities.

         (c) Each dividend shall be payable to the holders of record of shares
of Series C Preferred Stock as they appear on the stock records of the
Corporation at the close of business on such record dates (each, a "DIVIDEND
PAYMENT RECORD DATE"), which (i) with respect to dividends payable pursuant to
Section 3(a)(i), shall be the same day as the record date for the payment of
dividends to the holders of shares of Common Stock and, (ii) with respect to
dividends payable pursuant to Section 3(a)(ii), shall be not more than 30 days
nor less than 10 days preceding the applicable Dividend Payment Date.

         (d) From and after the time, if any, that (x) a holder of any shares of
Series C Preferred Stock has delivered notice to the Corporation pursuant to
Section 6(a) of its intention to exercise its redemption rights under Section 5,
(y) the Corporation shall have failed to pay any dividend contemplated by
Section 3(a) hereof, or (z) the Corporation shall have failed to make any
payment contemplated by Section 8 hereof, (a) no dividends shall be declared or
paid or set apart for payment, or other distribution declared or made, upon any
Junior Securities, nor shall any Junior Securities be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition of
shares of Common Stock made for purposes of any employee or

                                       3


director incentive or benefit plans or arrangements of the Corporation or any
subsidiary of the Corporation or the payment of cash in lieu of fractional
shares in connection therewith) for any consideration (nor shall any moneys be
paid to or made available for a sinking fund for the redemption of any shares of
any such Junior Securities) by the Corporation, directly or indirectly (except
by conversion into or exchange for Junior Securities or the payment of cash in
lieu of fractional shares in connection therewith) and (b) the Corporation shall
not, directly or indirectly, make any payment on account of any purchase,
redemption, retirement or other acquisition of any Parity Securities (other than
redemption of shares of Series B Preferred Stock on a pro rata basis with shares
of Series C Preferred Stock, and other than for consideration payable solely in
Junior Securities or the payment of cash in lieu of fractional shares in
connection therewith) until, in the event of clauses (x) and (z), no shares of
Series C Preferred Stock remain outstanding, and in event of clause (y), all
such dividends have been paid in full.

         4. LIQUIDATION PREFERENCE.

         (a) "BASE LIQUIDATION VALUE" means (x) $1,000.00 per share (the
"ORIGINAL LIQUIDATION VALUE"), which amount shall thereafter accrete daily at
the annual rate of 3.50%, compounded annually, provided that such rate shall
increase to 5.00% as of the seventh month anniversary of the Initial Funding
Date and shall thereafter increase at the end of each successive six month
period thereafter by adding 50 basis points to the rate then in effect if any
shares of Series C Preferred Stock shall then be outstanding (such rate, the
"ACCRETION RATE"), computed on the basis of a 360 day year of twelve 30 day
months from the Initial Funding Date through but not including the fifth
anniversary of the Initial Funding Date plus (y) any accrued but unpaid
dividends thereon. As used herein, "accrued" dividends means dividends declared
or contemplated to be declared or paid pursuant to Section 3 hereof on the
Preferred Stock, but not yet paid.

         (b) "LIQUIDATION VALUE" means (1) in the event of a Change in Control
prior to the fifth anniversary of the Initial Funding Date providing for the
payment of an amount per share of Common Stock below the applicable Change in
Control Threshold Price, the amount by which the Original Liquidation Value
would have otherwise equaled had it accreted at the annual rate of 10.00%,
compounded annually, computed on the basis of a 360 year of twelve 30 day months
from the Initial Funding Date through but not including the date of consummation
of the Change in Control plus any declared but unpaid dividends on the Common
Stock that, if paid prior to the Change in Control, would be payable to holders
of shares of Series B Preferred Stock pursuant to Section 3(a)(i) hereof, (2)
from and after the fifth anniversary of the Initial Funding Date, (x) the Base
Liquidation Value less (y) Base Liquidation Value on the fifth anniversary of
the Initial Funding Date plus (z) $2,100 per share and (3) otherwise, the Base
Liquidation Value; provided, however, that for purposes of determining the
number of shares of Series B Preferred Stock and Common Stock into which the
Series C Preferred Stock may be converted pursuant to Section 7 hereof,
Liquidation Value shall always mean the Base Liquidation Value.

         (c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock shall be entitled to receive the greater of (i) the Liquidation
Value of such shares in effect on the date of such liquidation, dissolution or
winding up or (ii) the payment such holders would have received had such
holders, immediately prior to such liquidation, dissolution or winding up,
converted their shares of Series

                                       4


C Preferred Stock into shares of Common Stock and Series B Preferred Stock (in
the manner described in Section 7 without regard to any limitations contained
therein) and such shares of Series B Preferred Stock were converted into shares
of Common Stock (in the manner described in the Certificate of Designations
relating to the Series B Preferred Stock without regard to any limitations
contained therein).

         (d) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock (i) shall not be entitled to receive the Liquidation Value of
such shares until payment in full or provision has been made for the payment in
full of all claims of creditors of the Corporation and the liquidation
preferences for all Senior Securities, and (ii) shall be entitled to receive the
Liquidation Value of such shares before any payment or distribution of any
assets of the Corporation shall be made or set apart for holders of any Junior
Securities. Subject to clause (i) above, if the assets of the Corporation are
not sufficient to pay in full the Liquidation Value payable to the holders of
shares of Series C Preferred Stock and the liquidation preference payable to the
holders of any Parity Securities, then such assets, or the proceeds thereof,
shall be distributed among the holders of shares of Series C Preferred Stock and
any such other Parity Securities ratably in accordance with the Liquidation
Value and the liquidation preference for the Parity Securities, respectively.

         (e) Neither a consolidation or merger of the Corporation with or into
any other entity, nor a merger of any other entity with or into the Corporation,
nor a sale or transfer of all or any part of the Corporation's assets for cash,
securities or other property shall by itself be considered a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 4.

         5. CHANGE IN CONTROL.

            Upon a Change in Control, holders of the outstanding shares of
Series C Preferred Stock may, at their election:

         (a) if the Conversion Approval has been obtained, convert the Series C
Preferred Stock into Common Stock in accordance with the provisions of Section 7
hereof and receive the Change in Control Consideration upon conversion;

         (b) exercise the holder's right to have the Series C Preferred Stock
specially redeemed in accordance with the provisions of Section 8 hereof
(without regard to whether such Change in Control occurs prior to the seven
month anniversary of the consummation of the AHI Acquisition);

         (c) in lieu of receiving any liquidation preference in respect of such
Series C Preferred Stock upon such Change in Control, continue to hold the
Series C Preferred Stock in any surviving entity resulting from such Change in
Control or, in the case of a sale of the Corporation's assets which results in a
Change in Control, the entity purchasing such assets, provided, however, that
the provisions hereof (including but not limited to the provisions of Sections 7
and 8 following the date of such Change in Control) shall continue to remain in
effect with respect to such Series C Preferred Stock; or

         (d) within sixty days after the Change in Control Date, request, in
lieu of receiving the Change in Control Consideration, that the Corporation
redeem, out of funds lawfully avail-

                                       5


able for the redemption of shares, the Series C Preferred Stock (the "REDEMPTION
REQUEST") for an amount in cash equal to the Liquidation Value as of the
Redemption Date and after giving effect to the Change in Control; provided, that
the Corporation may, in lieu of making the redemption so requested, effect a
Remarketing pursuant to Section 6(b). Promptly but in any event within five days
after receipt of the Redemption Request, the Corporation shall provide a written
notice to all holders of the Series C Preferred Stock setting forth whether it
will redeem the Series C Preferred Stock or effect a Remarketing. In the event
the Corporation elects to redeem the Series C Preferred Stock, the Series C
Preferred Stock shall be redeemed in accordance with Section 6(a). In the event
the Corporation elects to effect a Remarketing, the Remarketing shall be
effected in accordance with Section 6(b) (as long as such Remarketing is
effected within 120 days after making a Redemption Request).

         (e) As used in this Section 5, "CHANGE IN CONTROL CONSIDERATION" means
the shares of stock, securities, cash or other property issuable or payable (as
part of any reorganization, reclassification, consolidation, merger or sale in
connection with the Change in Control) with respect to or in exchange for such
number of outstanding shares of Common Stock as would have been received upon
conversion of the shares of Series C Preferred Stock into shares of Common Stock
and Series B Preferred Stock (in the manner described in Section 7 without
regard to any limitations contained therein) and such shares of Series B
Preferred Stock were converted into shares of Common Stock (in the manner
described in the Certificate of Designations relating to the Series B Preferred
Stock without regard to any limitations contained therein).

         6. PROCEDURES FOR REDEMPTION AND REMARKETING.

             (a)(i) In the event of a redemption of shares of Series C Preferred
         Stock pursuant to Section 5, notice of such redemption shall be given
         by first class mail, postage prepaid, mailed not less than 10 days nor
         more than 20 days prior to the Redemption Date, to the office of the
         Corporation, in the event of redemption pursuant to Section 5(d). Such
         notice shall state the date on which the holder is to surrender to the
         Corporation the certificates for any shares to be redeemed (such date,
         or if such date is not a Business Day, the first Business Day
         thereafter, the "REDEMPTION DATE"). Any notice mailed in the manner
         herein provided shall be conclusively presumed to have been duly given
         whether or not the Corporation receives the notice.

             (ii) Upon surrender in accordance with the notice of redemption of
         the certificates for any shares so redeemed, such shares shall be
         redeemed by the Corporation at the redemption price aforesaid with
         payment of such redemption price being made on the Redemption Date by
         wire transfer of immediately available funds to the account specified
         by the holder of the shares redeemed. Such redemption shall be
         effective on the Redemption Date, notwithstanding any failure of such
         holders to deliver such certificates, provided that the Redemption
         Price has either been paid to each holder on or prior to such date or
         deposited in a bank in a separate trust account for the sole benefit of
         the holders.

             (b)(i) In the event the Corporation shall elect to effect a
         Remarketing, the Corporation shall adjust the dividend rate on the
         Preferred Stock to the rate (as of the date of the Remarketing)
         necessary in the opinion of a nationally recognized investment banking
         firm (selected by the Corporation and reasonably acceptable to the
         holders of at least a

                                       6


         majority of the outstanding shares of Series C Preferred Stock) (the
         "REMARKETING AGENT") to allow the Remarketing Agent to resell all of
         the Preferred Stock on behalf of all holders who have delivered a
         Redemption Request (such resale, the "REMARKETING") at a price of not
         less than 100% (after deduction of fees for the Remarketing Agent) of
         the Liquidation Value then in effect (such adjusted dividend rate, the
         "ADJUSTED RATE").

             (ii) In the event the Corporation elects to effect a Remarketing:

                           (A) notwithstanding any provision in this Certificate
         of Designations to the contrary, the Adjusted Rate shall be effective
         as of the Redemption Request:

                           (B) the Corporation shall cause the Remarketing Agent
         to effect the Remarketing within 120 days of the Redemption Request;
         and

                           (C) the Corporation shall use its reasonable best
         efforts (together with the Remarketing Agent) to facilitate a
         Remarketing in accordance with the terms hereof.

                  (iii) Any Remarketing shall be on such terms that (A) provide
         for the immediate disbursement of proceeds from the Remarketing in an
         amount of not less than 100% (after deduction of fees for the
         Remarketing Agent) of the Liquidation Value then in effect to the
         holders of Series C Preferred Stock in cash, without any escrows,
         holdbacks or similar arrangements and (B) do not contain any
         representations (other than with respect to ownership of the shares of
         Series C Preferred Stock), indemnities, liabilities or other provisions
         imposing any obligation on the holders of the Series C Preferred Stock,
         other than the obligation to tender the certificates representing the
         shares of Series C Preferred Stock to the Remarketing Agent. Each such
         certificate shall bear a legend to the effect that each share of Series
         C Preferred Stock shall be subject to the remarketing provisions
         contained in this Section 6.

         7. MANDATORY CONVERSION.

         (a) Mandatory Conversion. Subject to the provisions of this Section 7,
upon receipt by the Corporation of both (1) the Conversion Approval (as defined
in the Purchase Agreement) and (2) (A) the Charter Amendment Approval (as
defined in the Purchase Agreement) or (B) written waivers of the requirement to
receive the Charter Amendment Approval from holders of shares of Series C
Preferred Stock representing at least a majority of the then outstanding shares
of Series C Preferred Stock; provided that such waivers shall be deemed to have
been granted on the 31 month anniversary of the Initial Funding Date if the
Conversion Approval shall have been obtained even though the Charter Amendment
Approval has not been approved, each share of Series C Preferred Stock shall
automatically convert into fully paid and non-assessable shares of both (x)
Series B Preferred Stock and (y) Common Stock, as set forth in the following
sentences. The number of shares of Series B Preferred Stock into which a share
of the Series C Preferred Stock shall be convertible (calculated to the nearest
1/1,000,000th of a share) shall be determined by multiplying the Liquidation
Value in effect at the time of conversion by 0.857143 (the "PREFERRED RATIO")
and dividing by $1,000.00. The number of shares of Common Stock into which a
share of Series C Preferred Stock shall be convertible (calculated to the
nearest 1/1,000th of a share) shall be determined by multiplying the Original
Liquidation Value by 0.142857 (the

                                       7


"COMMON RATIO") and dividing by the Mandatory Conversion Price. The "MANDATORY
CONVERSION PRICE" shall be equal to $30.00, subject to the adjustment as
described in Section 7(c).

         (b) Mechanics of Mandatory Conversion.

             (i) In the event of mandatory conversion pursuant to Section 7(a),
         the Corporation shall deliver as promptly as practicable written notice
         to each holder specifying: (A) the Mandatory Conversion Date; (B) the
         number of shares of Common Stock and Series B Preferred Stock to be
         issued in respect of each share of Series C Preferred Stock that is
         converted; (C) the place or places where certificates for such shares
         are to be surrendered for issuance of certificates representing shares
         of Common Stock and Series B Preferred Stock which date shall be as
         soon as practicable following the Mandatory Conversion Date; and (D)
         that dividends on the shares to be converted will cease to accrue on
         such Mandatory Conversion Date.

         Unless the shares issuable upon mandatory conversion are to be issued
         in the same name as the name in which such shares of Series C Preferred
         Stock are registered, each share surrendered for mandatory conversion
         shall be accompanied by instruments of transfer, in form satisfactory
         to the Corporation, duly executed by the holder thereof or such
         holder's duly authorized attorney and an amount sufficient to pay any
         transfer or similar tax in accordance with Section 7(b)(vi). Within two
         Business Days after the surrender by the holder of the certificates for
         shares of Series C Preferred Stock as aforesaid, the Corporation shall
         issue and shall deliver to such holder, or on the holder's written
         order to the holder's transferee, a certificate or certificates for the
         whole number of shares of Common Stock and Series B Preferred Stock
         issuable upon the mandatory conversion of such shares and a check
         payable in an amount corresponding to any fractional interest in a
         share of Common Stock or Series B Preferred Stock as provided in
         Section 7(b)(vii).

             (ii) The mandatory conversion shall be deemed to have been effected
         at the close of business on the date of receipt by the Corporation of
         the last to be received of (1) the Conversion Approval (as defined in
         the Purchase Agreement) and (2) (A) the Charter Amendment Approval (as
         defined in the Purchase Agreement) or (B) written waivers of the
         requirement to receive the Charter Amendment Approval from holders of
         shares of Series C Preferred Stock representing at least a majority of
         the then outstanding shares of Series C Preferred Stock (the "MANDATORY
         CONVERSION DATE"). At such time on the Mandatory Conversion Date:

                           (A) the person in whose name or names any certificate
                  or certificates for shares of Common Stock and Series B
                  Preferred Stock shall be issuable upon such mandatory
                  conversion shall be deemed to have become the holder of record
                  of the shares of Common Stock and Series B Preferred Stock
                  represented thereby at such time; and

                           (B) such shares of Series C Preferred Stock so
                  converted shall no longer be deemed to be outstanding, and all
                  rights of a holder with respect to such shares shall
                  immediately terminate except the right to receive the Common
                  Stock and Series B Preferred Stock and other amounts payable
                  pursuant to this Section 7.

                                       8


         All shares of Common Stock and Series B Preferred Stock delivered upon
         mandatory conversion of the Series C Preferred Stock will, upon
         delivery, be duly and validly authorized and issued, fully paid and
         nonassessable, free from all preemptive rights and free from all taxes,
         liens, security interests and charges (other than liens or charges
         created by or imposed upon the holder or taxes in respect of any
         transfer occurring contemporaneously therewith).

             (iii) Holders of shares of Series C Preferred Stock at the close of
         business on a Dividend Payment Record Date shall be entitled to receive
         the dividend payable on such shares on the corresponding Dividend
         Payment Date notwithstanding the mandatory conversion thereof following
         such Dividend Payment Record Date and prior to such Dividend Payment
         Date. A holder of shares of Series C Preferred Stock on a Dividend
         Payment Record Date who (or whose transferee) tenders any such shares
         for mandatory conversion into shares of Common Stock on such Dividend
         Payment Date will be entitled to receive the dividend payable by the
         Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         mandatory conversion.

             (iv) The Corporation will at all times reserve and keep available,
         free from preemptive rights, out of its authorized but unissued Common
         Stock and Series B Preferred Stock, solely for the purpose of effecting
         mandatory conversions of the Series C Preferred Stock, the aggregate
         number of shares of Common Stock and Series B Preferred Stock issuable
         upon mandatory conversion of the Series C Preferred Stock. The
         Corporation will procure, at its sole expense, the listing of the
         shares of Common Stock, subject to issuance or notice of issuance, on
         the principal domestic stock exchange on which the Common Stock is then
         listed or traded. The Corporation will take all commercially reasonable
         action as may be necessary to ensure that the shares of Common Stock
         and Series B Preferred Stock may be issued without violation of any
         applicable law or regulation or of any requirement of any securities
         exchange on which the shares of Common Stock are listed or traded.

             (v) Issuances of certificates for shares of Common Stock and Series
         B Preferred Stock upon mandatory conversion of the Series C Preferred
         Stock shall be made without charge to any holder of shares of Series C
         Preferred Stock for any issue or transfer tax (other than taxes in
         respect of any transfer occurring contemporaneously therewith or as a
         result of the holder being a non-U.S. person) or other incidental
         expense in respect of the issuance of such certificates, all of which
         taxes and expenses shall be paid by the Corporation; provided, however,
         that the Corporation shall not be required to pay any tax which may be
         payable in respect of any transfer involved in the issuance or delivery
         of shares of Common Stock or Series B Preferred Stock in a name other
         than that of the holder of the Series C Preferred Stock to be
         converted, and no such issuance or delivery shall be made unless and
         until the person requesting such issuance or delivery has paid to the
         Corporation the amount of any such tax or has established, to the
         satisfaction of the Corporation, that such tax has been paid.

             (vi) In connection with the mandatory conversion of shares of
         Series C Preferred Stock,

                                       9


                           (A) no fractions of shares of Common Stock shall be
         issued, but in lieu thereof the Corporation shall pay a cash adjustment
         in respect of such fractional interest in an amount equal to such
         fractional interest multiplied by the Market Price per share of Common
         Stock on the Mandatory Conversion Date.

                           (B) no fractions of shares of Series B Preferred
         Stock shall be issued, but in lieu thereof the Corporation shall pay a
         cash adjustment in respect of such fractional interest in an amount
         equal to such fractional interest multiplied by the Liquidation Value
         then in effect per share of Series B Preferred Stock on the Mandatory
         Conversion Date

         (c) Adjustments to Mandatory Conversion Price. The Mandatory Conversion
Price shall be adjusted from time to time as follows:

             (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Mandatory Conversion Price in effect immediately prior to
         each such issuance or sale will immediately (except as provided below)
         be reduced to the price determined by multiplying (A) the Mandatory
         Conversion Price at which shares of Series C Preferred Stock were
         theretofore convertible by (B) a fraction of which the numerator shall
         be the sum of (1) the number of shares of Common Stock outstanding
         immediately prior to such issuance or sale and (2) the number of
         additional shares of Common Stock that the aggregate consideration
         received by the Corporation for the number of shares of Common Stock so
         offered would purchase at the Market Price per share of Common Stock on
         the last Trading Day immediately preceding such issuance or sale, and
         of which the denominator shall be the number of shares of Common Stock
         outstanding immediately after such issuance or sale. For the purposes
         of any adjustment of the Mandatory Conversion Price pursuant to this
         Section 7(c), the following provisions shall be applicable:

                           (A) In the case of the issuance of Common Stock for
                  cash, the amount of the consideration received by the
                  Corporation shall be deemed to be the amount of the cash
                  proceeds received by the Corporation for such Common Stock
                  before deducting therefrom any discounts or commissions
                  allowed, paid or incurred by the Corporation for any
                  underwriting or otherwise in connection with the issuance and
                  sale thereof.

                           (B) In the case of the issuance of Common Stock
                  (otherwise than upon the conversion of shares of Capital Stock
                  or other securities of the Corporation) for a consideration in
                  whole or in part other than cash, including securities
                  acquired in exchange therefor (other than securities by their
                  terms so exchangeable), the consideration other than cash
                  shall be deemed to be the fair value thereof as determined by
                  the Board of Directors, provided, however, that such fair
                  value as determined by the Board of Directors shall not exceed
                  the aggregate Market Price of the shares of Common Stock being
                  issued as of the date the Board of Directors authorizes the
                  issuance of such shares.

                                       10


                           (C) In the case of the issuance of (a) options,
                  warrants or other rights to purchase or acquire Common Stock
                  (whether or not at the time exercisable) or (b) securities by
                  their terms convertible into or exchangeable for Common Stock
                  (whether or not at the time so convertible or exchangeable) or
                  options, warrants or rights to purchase such convertible or
                  exchangeable securities (whether or not at the time
                  exercisable):

                               (1) the aggregate maximum number of shares of
                           Common Stock deliverable upon exercise of such
                           options, warrants or other rights to purchase or
                           acquire Common Stock shall be deemed to have been
                           issued at the time such options, warrants or rights
                           are issued and for a consideration equal to the
                           consideration (determined in the manner provided in
                           Section 7(c)(i) (A) and (B)), if any, received by the
                           Corporation upon the issuance of such options,
                           warrants or rights plus the minimum purchase price
                           provided in such options, warrants or rights for the
                           Common Stock covered thereby;

                               (2) the aggregate maximum number of shares of
                           Common Stock deliverable upon conversion of or in
                           exchange for any such convertible or exchangeable
                           securities, or upon the exercise of options, warrants
                           or other rights to purchase or acquire such
                           convertible or exchangeable securities and the
                           subsequent conversion or exchange thereof, shall be
                           deemed to have been issued at the time such
                           securities were issued or such options, warrants or
                           rights were issued and for a consideration equal to
                           the consideration, if any, received by the
                           Corporation for any such securities and related
                           options, warrants or rights (excluding any cash
                           received on account of accrued interest or accrued
                           dividends), plus the additional consideration
                           (determined in the manner provided in Section 7(c)(i)
                           (A) and (B)), if any, to be received by the
                           Corporation upon the conversion or exchange of such
                           securities, or upon the exercise of any related
                           options, warrants or rights to purchase or acquire
                           such convertible or exchangeable securities and the
                           subsequent conversion or exchange thereof;

                               (3) on any change in the number of shares of
                           Common Stock deliverable upon exercise of any such
                           options, warrants or rights or conversion or exchange
                           of such convertible or exchangeable securities or any
                           change in the consideration to be received by the
                           Corporation upon such exercise, conversion or
                           exchange, but excluding changes resulting from the
                           anti-dilution provisions thereof (to the extent
                           comparable to the anti-dilution provisions contained
                           herein), the Mandatory Conversion Price as then in
                           effect shall forthwith be readjusted to such
                           Mandatory Conversion Price as would have been
                           obtained had an adjustment been made upon the
                           issuance of such options, warrants or rights not
                           exercised prior to such change, or of such
                           convertible or exchangeable securities not converted
                           or exchanged prior to such change, upon the basis of
                           such change;

                                       11


                               (4) on the expiration or cancellation of any such
                           options, warrants or rights (without exercise), or
                           the termination of the right to convert or exchange
                           such convertible or exchangeable securities (without
                           exercise), if the Mandatory Conversion Price shall
                           have been adjusted upon the issuance thereof, the
                           Mandatory Conversion Price shall forthwith be
                           readjusted to such Mandatory Conversion Price as
                           would have been obtained had an adjustment been made
                           upon the issuance of such options, warrants, rights
                           or such convertible or exchangeable securities on the
                           basis of the issuance of only the number of shares of
                           Common Stock actually issued upon the exercise of
                           such options, warrants or rights, or upon the
                           conversion or exchange of such convertible or
                           exchangeable securities; and

                               (5) if the Mandatory Conversion Price shall have
                           been adjusted upon the issuance of any such options,
                           warrants, rights or convertible or exchangeable
                           securities, no further adjustment of the Mandatory
                           Conversion Price shall be made for the actual
                           issuance of Common Stock upon the exercise,
                           conversion or exchange thereof.

                  (ii)     Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Mandatory Conversion
         Price in effect at the time of the record date for such dividend or
         distribution or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Mandatory Conversion Price at which the shares of
         Series C Preferred Stock were theretofore convertible by a fraction,
         the numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

                  (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Mandatory Conversion Price shall be reduced to the price determined by
         multiplying the Mandatory Conversion Price in effect immediately prior
         to the effective date of such Pro Rata Repurchase by a fraction of
         which the numerator shall be the product of the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the Trading Day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all shares validly tendered or exchanged and not
         withdrawn as of such effective date (the shares deemed so accepted, up
         to any maximum, being referred to as the "PURCHASED SHARES") and (B)
         the product of the number of shares of Common Stock outstanding (less
         any Purchased Shares) at such effective date and the Market Price per
         share of Common Stock on the Trading Day next succeeding such effec-

                                       12


         tive date, such reduction to become effective immediately prior to the
         opening of business on the day following such effective date.

                  (iv) Successive Adjustments. Successive adjustments in the
         Mandatory Conversion Price shall be made, without duplication, whenever
         any event specified in Sections 7(c)(i), (ii) or (iii) or Section 13
         shall occur.

                  (v) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 7(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment in the Mandatory Conversion
         Price is required if the amount of such adjustment would be less than
         $0.01; provided, however, that any adjustments which by reason of this
         Section 7(c)(v) are not required to be made will be carried forward and
         given effect in any subsequent adjustment.

                  (vi) Adjustment for Unspecified Actions. If the Corporation
         takes any action affecting the Common Stock, other than action
         described in this Section 7(c), which in the opinion of the Board of
         Directors would materially adversely affect the conversion rights of
         the holders of shares of Series C Preferred Stock, the Mandatory
         Conversion Price may be adjusted, to the extent permitted by law, in
         such manner, if any, and at such time, as such Board of Directors may
         determine in good faith to be equitable in the circumstances. Failure
         of the Board of Directors to provide for any such adjustment prior to
         the effective date of any such action by the Corporation affecting the
         Common Stock will be evidence that the Board of Directors has
         determined that it is equitable to make no adjustments in the
         circumstances.

                  (vii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the Series C
         Preferred Stock, reduce the then current Mandatory Conversion Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Mandatory
         Conversion Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 7(c).

                  (viii) Statement Regarding Adjustments. Whenever the Mandatory
         Conversion Price shall be adjusted as provided in this Section 7(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Mandatory Conversion Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

                  (ix) Notices. In the event that the Corporation shall give
         notice or make a public announcement to the holders of Common Stock of
         any action of the type described in this Section 7(c) (but only if the
         action of the type described in this Section 7(c) would result in an
         adjustment in the Mandatory Conversion Price or a change in the type of
         securities or property to be delivered upon conversion of the Series C
         Preferred Stock), the Corporation shall, at the time of such notice or
         announcement, and in the case of any ac-

                                       13


         tion which would require the fixing of a record date, at least 10 days
         prior to such record date, give notice to each holder of shares of
         Series C Preferred Stock, in the manner set forth in Section 7(c)(ix),
         which notice shall specify the record date, if any, with respect to any
         such action and the approximate date on which such action is to take
         place. Such notice shall also set forth the facts with respect thereto
         as shall be reasonably necessary to indicate the effect on the
         Mandatory Conversion Price and the number, kind or class of shares or
         other securities or property which shall be deliverable upon conversion
         of the Series C Preferred Stock. Failure to give such notice, or any
         defect therein, shall not affect the legality or validity of any such
         action.

             (x) Miscellaneous. Except as provided in Section 7(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of Series C Preferred Stock of securities
         issuable upon the conversion of the Series C Preferred Stock will be
         made during the term of the Series C Preferred Stock or upon the
         conversion of the Series C Preferred Stock. In addition,
         notwithstanding any of the foregoing, no such adjustment will be made
         for the issuance or conversion of any Securities (as defined in the
         Purchase Agreement).

         8. SPECIAL REDEMPTION.

         (a) Right to Special Redemption.

             (i) From and after the seven month anniversary of the consummation
         of the AHI Acquisition, subject to the provisions of this Section 8, to
         the extent permitted under the Corporation's senior credit facility
         (including pursuant to refinancings thereof that do not contain
         provisions that restrict the payments pursuant to this Section 8 that
         are materially more restrictive than the provisions in the
         Corporation's senior credit facility), each holder of a share of Series
         C Preferred Stock shall have the right, at any time and from time to
         time, at such holder's option, to require the Corporation to redeem any
         or all of such holder's shares of Series C Preferred Stock, in whole or
         in part, at a price per share of Series C Preferred Stock equal to (x)
         the Liquidation Value in effect on the Special Redemption Date (as
         defined herein) times (y) the Market Price of a share of Common Stock
         on the date such holder transmits to the Corporation the notice
         required by Section 8(b)(i)(A) divided by (z) the Special Redemption
         Price. The "SPECIAL REDEMPTION PRICE" shall initially be equal to
         $31.71; provided that as of the seven month anniversary of the Initial
         Funding Date the Special Redemption Price shall be reduced by 10.00%.
         In any event, the Special Redemption Price shall be subject to
         adjustment as described in Section 8(c).

             (ii) From and after the fifth anniversary of the Initial Funding
         Date, the Corporation shall have the right, at the Corporation's
         option, to redeem outstanding shares of Series C Preferred Stock, from
         time to time, in whole or in part (on a pro rata basis), at a price per
         share of Series C Preferred Stock equal to (x) the Liquidation Value on
         the Special Redemption Date times (y) the Market Price of a share of
         Common Stock on the date on which the Corporation transmits to the
         holders of shares of Series C Preferred Stock to be redeemed the notice
         required by Section 8(b)(i)(B) divided by (z) the Special Redemption
         Price, but only if at the time the Corporation exercises this option,
         (A) the average

                                       14


         Market Price of the Common Stock for each Trading Day during a period
         of 30 consecutive Trading Days ended within 10 days prior to the date
         the Corporation exercises this option exceeds 210% of the Conversion
         Price and (B) the Market Price of the Common Stock during such period
         exceeds 210% of the Conversion Price for 15 consecutive Trading Days
         during the period referred to in clause (A).

         (b) Mechanics of Special Redemption. A holder of shares of Series C
Preferred Stock or the Corporation, as the case may be, that elects to exercise
its rights to special redemption pursuant to Section 8(a) shall provide notice
to the other party as follows:

             (i) (A) Holder's Notice and Surrender. To exercise its right to
         special redemption pursuant to Section 8(a)(i), a holder of shares of
         Series C Preferred Stock shall surrender the certificate or
         certificates representing such shares of Series C Preferred Stock at
         the office of the Corporation (or any transfer agent of the Corporation
         previously designated in writing by the Corporation to the holders of
         shares of Series C Preferred Stock for this purpose) with a written
         notice of election to be specially redeemed, completed and signed,
         specifying the number of shares to be so redeemed.

             (B) Corporation's Notice. To exercise its right to special
         redemption pursuant to Section 8(a)(ii), the Corporation shall deliver
         written notice to such holder, at least 5 days and no more than 10 days
         prior to the Special Redemption Date, specifying: (1) the number of
         shares of Series C Preferred Stock to be redeemed and, if fewer than
         all the shares held by such holder are to be redeemed, the number of
         shares of Series C Preferred Stock to be redeemed by such holder; (2)
         the Special Redemption Date; (3) the consideration per share to be
         received in respect of each share of Series C Preferred Stock to be
         redeemed and the calculation, in accordance with Section 8(a)(ii), of
         such amount; and (4) the place or places where certificates for such
         shares of Series C Preferred Stock are to be surrendered in exchange
         for payment.

             (ii) The "SPECIAL REDEMPTION DATE" is the date that (A) the payment
         of the Redemption Price to each holder with respect to the shares to be
         redeemed is made or (B) such amounts are irrevocably deposited in trust
         with a bank or trust company in good standing for the pro rata benefit
         of the holders of the shares to be redeemed; provided that (x) in the
         case of special redemption pursuant to Section 8(a)(i), the notice
         required by Section 8(b)(i)(A) has been transmitted to the Corporation
         and (y) in the case of special redemption pursuant to Section 8(a)(ii),
         the notice required by Section 8(b)(i)(B) has been transmitted to the
         holders of shares of Series C Preferred Stock to be redeemed. Each
         special redemption shall be deemed to have been effected immediately
         prior to the close of business on the Special Redemption Date.

             (iii) Notwithstanding any delay by, or failure of, the Corporation
         to pay the Redemption Price to each holder of shares of Series C
         Preferred Shares, or to deposit such amounts in a bank in a separate
         trust account for the sole benefit of the holders, the Market Price of
         a share of Common Stock to be used in calculating any payment due to
         holders of shares of Series C Preferred Stock pursuant to Section 8(a)
         shall be determined as of (x) in the case of special redemption
         pursuant to Section 8(a)(i), the day on which the notice required by
         Section 8(b)(i)(A) shall have transmitted to the Corporation and (y)

                                       15


         in the case of special redemption pursuant to Section 8(a)(ii), the day
         on which the notice required by Section 8(b)(i)(B) shall have been
         transmitted to the holders of shares of Series C Preferred Stock to be
         redeemed.

             (iv) The Liquidation Value shall continue to accrete in accordance
         with Section 4 and dividends shall continue to accrue and shall be
         payable in accordance with Section 3 and the holders of Series C
         Preferred Stock shall continue to have all rights as a holder of such
         shares until the Special Redemption Price has either (x) been paid to
         each holder with respect to the shares to be redeemed or (y)
         irrevocably deposited in trust with a bank or trust company in good
         standing for the pro rata benefit of the holders of the shares to be
         redeemed.

             (v) If the Corporation shall have failed to make all payments
         required by this Section 8 to a holder of shares of Series C Preferred
         Stock in respect of shares of Series C Preferred Stock surrendered for
         special redemption in accordance with this Section 8 (x) in the case of
         special redemption pursuant to Section 8(a)(i), then (i) the holders of
         a majority of the then outstanding shares of Series C Preferred Stock
         voting as a single class shall have the right to appoint one director
         to the Corporation's Board of Directors in addition to the Board
         Representative, (ii) the Dividend Rate as set forth in the Certificate
         of Designations with respect to the Series C Preferred Stock shall be
         increased to 10.00%, and (iii) each holder of shares of Series C
         Preferred Stock shall have the right to require the Corporation, by
         giving written notice (the "DEFAULT NOTICE"), to effect a Remarketing;
         provided that all references in Section 6(b) to the "Redemption
         Request" shall be deemed to be changed to "Default Notice" and all
         references to "Liquidation Value" shall be to the "value such Series C
         Preferred Stock would have assuming such Series C Preferred Stock were
         to be converted into shares of Common Stock and Series B Preferred
         Stock (in the manner described in Section 7 without regard to any
         limitations contained therein) and such shares of Series B Preferred
         Stock were converted into shares of Common Stock (in the manner
         described in the Certificate of Designations relating to the Series B
         Preferred Stock without regard to any limitations contained therein)
         based on the Market Price as of the Remarketing".

             (vi) Holders of shares of Series C Preferred Stock at the close of
         business on a Dividend Payment Record Date shall be entitled to receive
         the dividend payable on such shares on the corresponding Dividend
         Payment Date notwithstanding the special redemption thereof following
         such Dividend Payment Record Date and prior to such Dividend Payment
         Date. A holder of shares of Series C Preferred Stock on a Dividend
         Payment Record Date who (or whose transferee) tenders any such shares
         for special redemption into shares of Common Stock on such Dividend
         Payment Date will be entitled to receive the dividend payable by the
         Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         special redemption.

             (vii) If fewer than all of the outstanding shares of Series C
         Preferred Stock are specially redeemed pursuant to Section 8(a)(ii),
         the shares shall be specially redeemed on a pro rata basis (according
         to the number of shares of Series C Preferred Stock held by each
         holder, with any fractional shares rounded to the nearest whole share).

                                       16


         (c) Adjustments to Special Redemption Price. Special Redemption Price
shall be adjusted from time to time as follows:

             (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Special Redemption Price in effect immediately prior to each
         such issuance or sale will immediately (except as provided below) be
         reduced to the price determined by multiplying (A) the Special
         Redemption Price at which shares of Series C Preferred Stock were
         theretofore deemed to be redeemable by (B) a fraction of which the
         numerator shall be the sum of (1) the number of shares of Common Stock
         outstanding immediately prior to such issuance or sale and (2) the
         number of additional shares of Common Stock that the aggregate
         consideration received by the Corporation for the number of shares of
         Common Stock so offered would purchase at the Market Price per share of
         Common Stock on the last trading day immediately preceding such
         issuance or sale, and of which the denominator shall be the number of
         shares of Common Stock outstanding immediately after such issuance or
         sale. For the purposes of any adjustment of the Special Redemption
         Price pursuant to this Section 8(c), the following provisions shall be
         applicable:

                 (A) In the case of the issuance of Common Stock for cash, the
             amount of the consideration received by the Corporation shall be
             deemed to be the amount of the cash proceeds received by the
             Corporation for such Common Stock before deducting therefrom any
             discounts or commissions allowed, paid or incurred by the
             Corporation for any underwriting or otherwise in connection with
             the issuance and sale thereof.

                 (B) In the case of the issuance of Common Stock (otherwise than
             upon the conversion of shares of Capital Stock or other securities
             of the Corporation) for a consideration in whole or in part other
             than cash, including securities acquired in exchange therefor
             (other than securities by their terms so exchangeable), the
             consideration other than cash shall be deemed to be the fair value
             thereof as determined by the Board of Directors, provided, however,
             that such fair value as determined by the Board of Directors shall
             not exceed the aggregate Market Price of the shares of Common Stock
             being issued as of the date the Board of Directors authorizes the
             issuance of such shares.

                 (C) In the case of the issuance of (a) options, warrants or
             other rights to purchase or acquire Common Stock (whether or not at
             the time exercisable) or (b) securities by their terms convertible
             into or exchangeable for Common Stock (whether or not at the time
             so convertible or exchangeable) or options, warrants or rights to
             purchase such convertible or exchangeable securities (whether or
             not at the time exercisable):

                      (1) the aggregate maximum number of shares of Common Stock
                 deliverable upon exercise of such options, warrants or other
                 rights to purchase or acquire Common Stock shall be deemed to
                 have been issued

                                       17


                  at the time such options, warrants or rights are issued and
                  for a consideration equal to the consideration (determined in
                  the manner provided in Section 8(c)(i) (A) and (B)), if any,
                  received by the Corporation upon the issuance of such options,
                  warrants or rights plus the minimum purchase price provided in
                  such options, warrants or rights for the Common Stock covered
                  thereby;

                      (2) the aggregate maximum number of shares of Common Stock
                 deliverable upon conversion of or in exchange for any such
                 convertible or exchangeable securities, or upon the exercise of
                 options, warrants or other rights to purchase or acquire such
                 convertible or exchangeable securities and the subsequent
                 conversion or exchange thereof, shall be deemed to have been
                 issued at the time such securities were issued or such options,
                 warrants or rights were issued and for a consideration equal to
                 the consideration, if any, received by the Corporation for any
                 such securities and related options, warrants or rights
                 (excluding any cash received on account of accrued interest or
                 accrued dividends), plus the additional consideration
                 (determined in the manner provided in Section 8(c)(i) (A) and
                 (B)), if any, to be received by the Corporation upon the
                 conversion or exchange of such securities, or upon the exercise
                 of any related options, warrants or rights to purchase or
                 acquire such convertible or exchangeable securities and the
                 subsequent conversion or exchange thereof;

                      (3) on any change in the number of shares of Common Stock
                 deliverable upon exercise of any such options, warrants or
                 rights or conversion or exchange of such convertible or
                 exchangeable securities or any change in the consideration to
                 be received by the Corporation upon such exercise, conversion
                 or exchange, but excluding changes resulting from the
                 anti-dilution provisions thereof (to the extent comparable to
                 the anti-dilution provisions contained herein), the Special
                 Redemption Price as then in effect shall forthwith be
                 readjusted to such Special Redemption Price as would have been
                 obtained had an adjustment been made upon the issuance of such
                 options, warrants or rights not exercised prior to such change,
                 or of such convertible or exchangeable securities not converted
                 or exchanged prior to such change, upon the basis of such
                 change;

                      (4) on the expiration or cancellation of any such options,
                 warrants or rights (without exercise), or the termination of
                 the right to convert or exchange such convertible or
                 exchangeable securities (without exercise), if the Special
                 Redemption Price shall have been adjusted upon the issuance
                 thereof, the Special Redemption Price shall forthwith be
                 readjusted to such Special Redemption Price as would have been
                 obtained had an adjustment been made upon the issuance of such
                 options, warrants, rights or such convertible or exchangeable
                 securities on the basis of the issuance of only the number of
                 shares of Common Stock actually issued

                                       18


                  upon the exercise of such options, warrants or rights, or upon
                  the conversion or exchange of such convertible or exchangeable
                  securities; and

                      (5) if the Special Redemption Price shall have been
                 adjusted upon the issuance of any such options, warrants,
                 rights or convertible or exchangeable securities, no further
                 adjustment of the Special Redemption Price shall be made for
                 the actual issuance of Common Stock upon the exercise,
                 conversion or exchange thereof.

             (ii) Stock Splits, Subdivisions, Reclassifications or Combinations.
         If the Corporation shall (1) declare a dividend or make a distribution
         on its Common Stock in shares of Common Stock, (2) subdivide or
         reclassify the outstanding shares of Common Stock into a greater number
         of shares, or (3) combine or reclassify the outstanding Common Stock
         into a smaller number of shares, the Special Redemption Price in effect
         at the time of the record date for such dividend or distribution or the
         effective date of such subdivision, combination or reclassification
         shall be adjusted to the number obtained by multiplying the Special
         Redemption Price at which the shares of Series C Preferred Stock were
         theretofore redeemable by a fraction, the numerator of which shall be
         the number of shares of Common Stock outstanding immediately prior to
         such action, and the denominator of which shall be the number of shares
         of Common Stock outstanding immediately following such action.

             (iii) Certain Repurchases of Common Stock. In case the Corporation
         effects a Pro Rata Repurchase of Common Stock, then the Special
         Redemption Price shall be reduced to the price determined by
         multiplying the Special Redemption Price in effect immediately prior to
         the effective date of such Pro Rata Repurchase by a fraction of which
         the numerator shall be the product of (x) the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the trading day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all Purchased Shares and (B) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at such effective date and the Market Price per share of Common
         Stock on the trading day next succeeding such effective date, such
         reduction to become effective immediately prior to the opening of
         business on the day following such effective date.

             (iv) Successive Adjustments. Successive adjustments in the Special
         Redemption Price shall be made, without duplication, whenever any event
         specified in Sections 8(c)(i), (ii) or (iii) or Section 13 shall occur.

             (v) Rounding of Calculations; Minimum Adjustments. All calculations
         under this Section 8(c) shall be made to the nearest one-tenth (1/10th)
         of a cent. No adjustment in the Special Redemption Price is required if
         the amount of such adjustment would be less than $0.01; provided,
         however, that any adjustments which by reason of this Section

                                       19


         8(c)(v) are not required to be made will be carried forward and given
         effect in any subsequent adjustment.

             (vi) Adjustment for Unspecified Actions. If the Corporation takes
         any action affecting the Common Stock, other than action described in
         this Section 8(c), which in the opinion of the Board of Directors would
         materially adversely affect the special redemption rights of the
         holders of shares of Series C Preferred Stock, the Deemed Conversion
         Price may be adjusted, to the extent permitted by law, in such manner,
         if any, and at such time, as such Board of Directors may determine in
         good faith to be equitable in the circumstances. Failure of the Board
         of Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

             (vii) Voluntary Adjustment by the Corporation. The Corporation may
         at its option, at any time during the term of the shares of Series C
         Preferred Stock, reduce the then current Special Redemption Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Special
         Redemption Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 8(c).

             (viii) Statement Regarding Adjustments. Whenever the Special
         Redemption Price shall be adjusted as provided in this Section 8(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Special Redemption Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

             (ix) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 8(c) (but only if the
         action of the type described in this Section 8(c) would result in an
         adjustment in the Special Redemption Price), the Corporation shall, at
         the time of such notice or announcement, and in the case of any action
         which would require the fixing of a record date, at least 10 days prior
         to such record date, give notice to each holder of shares of Series C
         Preferred Stock, in the manner set forth in Section 8(c)(viii), which
         notice shall specify the record date, if any, with respect to any such
         action and the approximate date on which such action is to take place.
         Such notice shall also set forth the facts with respect thereto as
         shall be reasonably necessary to indicate the effect on the Special
         Redemption Price and the number, kind or class of shares or other
         securities or property, if any, which shall be deliverable upon special
         redemption of the shares of Series C Preferred Stock. Failure to give
         such notice, or any defect therein, shall not affect the legality or
         validity of any such action.

             (x) Miscellaneous. Except as provided in Section 8(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of shares of Se-

                                       20


         ries C Preferred Stock of amounts payable upon the special redemption
         of the shares of Series C Preferred Stock will be made during the term
         of the shares of Series C Preferred Stock or upon the special
         redemption of the shares of Series C Preferred Stock. In addition,
         notwithstanding any of the foregoing, no such adjustment will be made
         for the issuance or conversion of any Securities (as defined in the
         Purchase Agreement).

         9. STATUS OF SHARES. All shares of Series C Preferred Stock that are at
any time redeemed pursuant to Section 5, converted pursuant to Section 7 or
specially redeemed pursuant to Section 8 and all shares of Series C Preferred
Stock that are otherwise reacquired by the Corporation shall (upon compliance
with any applicable provisions of the laws of the State of Delaware) have the
status of authorized but unissued shares of preferred stock, without designation
as to series, subject to reissuance by the Board of Directors as shares of any
one or more other series.

         10. VOTING RIGHTS.

         (a) The holders of record of shares of Series C Preferred Stock shall
not be entitled to any voting rights except as hereinafter provided in this
Section 10 or as otherwise provided by law.

         (b) The holders of the shares of Series C Preferred Stock shall be
entitled to notice of all stockholders' meetings in accordance with the
Certificate of Incorporation and Bylaws of the Corporation as if they are
holders of Common Stock.

         (c) So long as at least one-third of the aggregate outstanding shares
of Series C Preferred Stock issued prior to the date of determination remain
outstanding, the Corporation shall not, without the written consent or
affirmative vote at a meeting called for that purpose by holders of at least a
majority of the outstanding shares of Series C Preferred Stock:

             (i) (x) amend, alter or repeal any provision of the Corporation's
         By-laws or Certificate of Incorporation (by merger or otherwise) so as
         to adversely affect the rights, privileges or economics of the Series C
         Preferred Stock; provided that the creation, authorization or issuance
         of any Junior Securities shall not by itself be deemed to have any such
         adverse effect or (y) adopt or permit to be effective any "share
         purchase rights plan" or similar instrument that would have the effect
         of diluting the economic or voting interest in the Corporation of the
         Investor or any holder of Series B Preferred Stock or Series C
         Preferred Stock;

             (ii) create, authorize or issue any Senior Securities or any Parity
         Securities or increase the issued and authorized number of shares of
         Series B Preferred Stock or Series C Preferred Stock, or any security
         convertible into, or exchangeable or exercisable for, shares of Senior
         Securities or Parity Securities, in each case other than the creation
         and issuance of the Series B Preferred Stock pursuant to the Purchase
         Agreement;

             (iii) split, reverse split, subdivide, reclassify or combine the
         Series C Preferred Stock;

                                       21


             (iv) incur or guarantee, directly or indirectly (including through
         merger, acquisition or other transaction), or permit any Subsidiary to
         incur or guarantee, directly or indirectly (including through merger,
         acquisition or other transaction), any indebtedness, distribute or
         permit any non-wholly owned Subsidiary (it being agreed that any
         Subsidiary that would be wholly owned but for directors' qualifying
         shares or other similar de minimis equity interests shall be deemed to
         be wholly owned for the purposes of this clause (iv)) to distribute to
         any securityholders any asset, purchase or permit any Subsidiary to
         purchase any securities issued by the Corporation or any Subsidiary or
         pay or permit any non-wholly owned Subsidiary to pay any dividend, if
         following such transaction, (A) (x) indebtedness divided by (y) pro
         forma EBITDA would be in excess of 4.1; or, (B) (x) the sum of (1)
         indebtedness and (2) Base Liquidation Value of the outstanding
         preferred stock divided by (y) pro forma EBITDA would be in excess of
         5.35. For purposes of these calculations, the terms "indebtedness," and
         "pro forma EBITDA" shall have the meaning attributed to such terms (or
         their functional equivalent) under the Corporation's most significant
         senior credit agreement as such agreement may exist on the date of
         determination or, if no such agreement shall exist on the date of
         determination, the meaning attributed to such terms (or their
         functional equivalent) in the Corporation's most recent senior credit
         agreement, in each case, for the purposes of evaluating the
         Corporation's compliance with financial covenants and as used in this
         clause (iv) the term "Base Liquidation Value" shall have for the
         purposes of each series of preferred stock the meaning assigned to such
         term in the Certificate of Designations relating to such series;

             (v) increase the number of directors on the Corporation's Board of
         Directors above nine; and

             (vi) take any other action that (A) adversely affects the rights or
         privileges of any holder of Series B Preferred Stock or (B) adversely
         affects the economics of any holder of Series B Preferred Stock in a
         manner that disproportionately affects holders of Series B Preferred
         Stock as compared to holders of the Common Stock, it being understood
         that for purposes of subclause (B) any action approved by the
         Designated Director shall not be deemed to have any such adverse
         effect, and provided, further, that operating the business of the
         Corporation in the ordinary course, as determined in good faith by the
         Board of Directors, which shall include including making acquisitions
         or incurring further indebtedness, does not require any approval under
         this clause (vi)(B) so long as such action would not expressly require
         approval of holders of Series C Preferred Stock under any of the
         foregoing clauses (i) through (v) above;

provided that no such consent or vote of the holders of Series C Preferred Stock
shall be required if at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such securities is to be
made, as the case may be, all shares of Series C Preferred Stock at the time
outstanding shall have been converted by the Corporation in accordance with
Section 7(a) hereof.

         (d) The consent or votes required in Section 10(c) shall be in addition
to any approval of stockholders of the Corporation which may be required by law
or pursuant to any provision of the Corporation's Certificate of Incorporation
or Bylaws, which approval shall be obtained by vote of the stockholders of the
Corporation in the manner provided in Section 10(b).

                                       22


         11. DEFINITIONS.

         Unless the context otherwise requires, when used herein the following
terms shall have the meaning indicated.

         "ACQUISITION" means the closing of the acquisitions by the Corporation
         of AHI, in accordance with the terms of the AHI Acquisition Agreement.

         "AFFILIATE" means with respect to any Person, any other Person
         directly, or indirectly through one or more intermediaries,
         controlling, controlled by or under common control with such Person.
         For purposes of this definition, the term "control" (and correlative
         terms "controlling," "controlled by" and "under common control with")
         means possession of the power, whether by contract, equity ownership or
         otherwise, to direct the policies or management of a Person.

         "AHI" means American Household, Inc.

         "AHI ACQUISITION AGREEMENT" means the Securities Purchase Agreement,
         dated as of September 19, 2004, among the Corporation and the Sellers
         identified therein in the form in which it exists on the date hereof as
         such may be amended in accordance with Section 3.1(d) of the Purchase
         Agreement.

         "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" is defined in Rules 13d-3
         and 13d-5 of the Exchange Act, but without taking into account any
         contractual restrictions or limitations on voting or other rights.

         "BOARD OF DIRECTORS" means the board of directors of the Corporation.

         "BUSINESS COMBINATION" means (i) any reorganization, consolidation,
         merger, share exchange or similar business combination transaction
         involving the Corporation with any Person or (ii) the sale, assignment,
         conveyance, transfer, lease or other disposition by the Corporation of
         all or substantially all of its assets.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
         corporation or company, any and all shares, interests, participations
         or other equivalents (however designated) of capital or capital stock
         of such Person and (ii) with respect to any Person that is not a
         corporation or company, any and all partnership or other equity
         interests of such Person.

         "CHANGE IN CONTROL" shall mean the happening of any of the following
         events:

         (a) The acquisition by any Person (other than Warburg Pincus LLC or any
         of its Affiliates) of Beneficial Ownership of 50% or more of either (A)
         the then-outstanding shares of Common Stock of the Corporation (the
         "OUTSTANDING CORPORATION COMMON STOCK") or (B) the combined voting
         power of the then-outstanding voting securities of the Corporation
         entitled to vote generally in the election of directors (the
         "OUTSTANDING CORPORATION VOTING SECURITIES"); provided, however, that,
         for purposes of this definition, the following acquisitions shall not
         constitute a Change in Control: (i) any acquisition directly from the
         Corporation, (ii) any acquisition by the Corporation, (iii) any

                                       23


         acquisition by any employee benefit plan (or related trust) sponsored
         or maintained by the Corporation or any company that is an Affiliate of
         the Corporation or (iv) any acquisition by any corporation pursuant to
         a transaction that complies with (c)(A) and (c)(B) in this definition;
         or

         (b) Individuals who, as of the date hereof, constitute the Board of
         Directors (the "INCUMBENT BOARD") cease for any reason to constitute at
         least a majority of the Board of Directors; provided, however, that any
         individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Corporation's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board; or

         (c) Consummation of a Business Combination, in each case, unless,
         following such Business Combination, (A) all or substantially all of
         the individuals and entities that were the Beneficial Owners of the
         Outstanding Corporation Common Stock and the Outstanding Corporation
         Voting Securities immediately prior to such Business Combination
         Beneficially Own, directly or indirectly, not less than 50% of the
         then-outstanding shares of common stock and the combined voting power
         of the then-outstanding voting securities entitled to vote generally in
         the election of directors, as the case may be, of the corporation
         resulting from such Business Combination (including, without
         limitation, a corporation that, as a result of such transaction, owns
         the Corporation or all or substantially all of the Corporation's assets
         either directly or through one or more subsidiaries) in substantially
         the same proportions as their ownership immediately prior to such
         Business Combination of the Outstanding Corporation Common Stock and
         the Outstanding Corporation Voting Securities, as the case may be, and
         (B) no Person (excluding any corporation resulting from such Business
         Combination or any employee benefit plan (or related trust) of the
         Corporation or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 50% or more of,
         respectively, the then-outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then-outstanding voting securities of such
         corporation; or

         (d) Approval by the shareholders of the Corporation of a complete
         liquidation or dissolution of the Corporation.

         "CHANGE IN CONTROL THRESHOLD PRICE" means (a) during the period
         beginning on the Initial Funding Date and ending on the day immediately
         preceding the first anniversary of the Initial Funding Date, $34.10 per
         share of Common Stock, (b) during the period beginning on the first
         anniversary of the Initial Funding Date and ending on the day
         immediately preceding the second anniversary of the Initial Funding
         Date, $36.25 per share of Common Stock, (c) during the period beginning
         on the second anniversary of the Initial Funding Date and ending on the
         day immediately preceding the third anniversary of the Initial Funding
         Date, $39.20 per share of Common Stock, (d) during the period beginning
         on the third anniversary of the Initial Funding Date and ending on the
         day immediately preceding the fourth anniversary of the Initial Funding
         Date, $42.10 per share of Common Stock and (e) during the period
         beginning on the fourth anniversary of the Initial

                                       24


         Funding Date and ending on the day immediately preceding the fifth
         anniversary of the Initial Funding Date, $45.40 per share of Common
         Stock; provided that in the event the Corporation shall (A) declare a
         dividend on the Common Stock payable in Common Stock, (B) subdivide the
         outstanding Common Stock, (C) combine the outstanding Common Stock into
         a smaller number of Common Stock or (D) issue any shares of its capital
         stock in a reclassification of the Common Stock (including any such
         reclassification in connection with a share exchange, consolidation or
         merger in which the Corporation is the continuing or surviving
         corporation) (whether or not permitted by this Certificate) the
         aforementioned prices in effect at the time of the record date for such
         dividend or of the effective date of such subdivision, combination or
         reclassification shall be proportionately adjusted.

         "COMMON STOCK" means the Common Stock of the Corporation, par value
         $0.01 per share.

         "CORPORATION COMPETITOR" shall mean any person that derives more than
         10% of such persons' total annual revenues for its most recently
         completed fiscal year from a business that competes in a material way
         with a business that represents more than 5% of the consolidated
         revenues of the Corporation and its Subsidiaries for its most recently
         completed fiscal year.

         "DESIGNATED DIRECTOR" shall mean the Person, if any, designated as
         "Board Representative" in accordance with Section 4.4 of the Purchase
         Agreement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
         or any successor statute, and the rules and regulations promulgated
         thereunder.

         "EXCLUDED STOCK" means (i) shares of Common Stock issued by the
         Corporation as a stock dividend payable in shares of Common Stock, or
         upon any subdivision or split-up of the outstanding shares of Capital
         Stock in each case which is subject to the provisions of Section
         7(c)(ii), or upon conversion of shares of Capital Stock (but not the
         issuance of such Capital Stock which will be subject to the provisions
         of Section 7(c)(i)(C)), (ii) the issuance of shares of Common Stock in
         any bona fide underwritten public offering, (iii) the issuance of
         shares of Common Stock (including upon exercise of options) to
         directors, advisors, employees or consultants of the Corporation
         pursuant to a stock option plan, restricted stock plan or other
         agreement approved by the Board of Directors or the Corporation's
         employee stock purchase plan, (iv) the issuance of shares of Common
         Stock in connection with acquisitions of assets or securities of
         another Person (other than issuances to Persons that were affiliates of
         the Corporation at the time that the agreement with respect to such
         issuance was entered into), (v) the issuance of shares of Common Stock
         upon exercise of the Series C Preferred Stock and the Series B
         Preferred Stock and (vi) warrants issued to lenders of non-convertible
         debt and the Common Stock issuable upon the exercise of such warrants;
         provided, that the Common Stock issuable in respect of such warrants
         does not exceed, in the aggregate with respect to all such issuances of
         such warrants, 2.00% of the issued and outstanding shares of Common
         Stock.

                                       25


         "INITIAL FUNDING DATE" means the date on which the Cash Proceeds (as
         defined in the Purchase Agreement) are delivered to the Escrow Agent
         (as defined in the Purchase Agreement) in accordance with the Purchase
         Agreement.

         "MARKET PRICE" means, with respect to a particular security, on any
         given day, the volume weighted average price or, in case no such
         reported sales take place on such day, the average of the highest asked
         and lowest bid prices regular way, in either case on the principal
         national securities exchange on which the applicable security is listed
         or admitted to trading, or if not listed or admitted to trading on any
         national securities exchange, (i) the average of the highest and lowest
         sale prices for such day reported by the Nasdaq Stock Market if such
         security is traded over-the-counter and quoted in the Nasdaq Stock
         Market, or (ii) if such security is so traded, but not so quoted, the
         average of the highest reported asked and lowest reported bid prices of
         such security as reported by the Nasdaq Stock Market or any comparable
         system, or (iii) if such security is not listed on the Nasdaq Stock
         Market or any comparable system, the average of the highest asked and
         lowest bid prices as furnished by two members of the National
         Association of Securities Dealers, Inc. selected from time to time by
         the Corporation for that purpose. If such security is not listed and
         traded in a manner that the quotations referred to above are available
         for the period required hereunder, the Market Price per share of Common
         Stock shall be deemed to be the fair value per share of such security
         as determined in good faith by the Board of Directors.

         "PERSON" means an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act).

         "PRO RATA REPURCHASES" means any purchase of shares of Common Stock by
         the Corporation or any Affiliate thereof pursuant to any tender offer
         or exchange offer subject to Section 13(e) of the Exchange Act, or
         pursuant to any other offer available to substantially all holders of
         Common Stock, whether for cash, shares of capital stock of the
         Corporation, other securities of the Corporation, evidences of
         indebtedness of the Corporation or any other person or any other
         property (including, without limitation, shares of capital stock, other
         securities or evidences of indebtedness of a Subsidiary of the
         Corporation), or any combination thereof, effected while any shares of
         Series C Preferred Stock are outstanding; provided, however, that "Pro
         Rata Repurchase" shall not include any purchase of shares by the
         Corporation or any Affiliate thereof made in accordance with the
         requirements of Rule 10b-18 as in effect under the Exchange Act. The
         "Effective Date" of a Pro Rata Repurchase shall mean the date of
         acceptance of shares for purchase or exchange under any tender or
         exchange offer which is a Pro Rata Repurchase or the date of purchase
         with respect to any Pro Rata Repurchase that is not a tender or
         exchange offer.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
         September 19, 2004, among the Corporation and the purchasers named
         therein, including all schedules and exhibits thereto, as the same may
         be amended from time to time.

          "SERIES B PREFERRED STOCK" shall mean the Series B Preferred Stock of
         the Corporation issued or to be issued, in accordance with the Purchase
         Agreement.

                                       26


         "SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
         stock with voting power, under ordinary circumstances, to elect
         directors is at the time of determination, directly or indirectly,
         owned by such Person or by one or more Subsidiaries of such Person, or
         (ii) any other entity (other than a corporation) in which such Person
         or one or more Subsidiaries of such Person, directly or indirectly, at
         the date of determination thereof has at least a majority ownership
         interest.

         "TRADING DAY" means any day that the New York Stock Exchange, Inc. is
         open for trading.

         "TRANSFER" shall mean any sale, transfer, assignment, pledge or other
         disposition or encumbrance.

         13. MERGER OR CONSOLIDATION OF THE CORPORATION.

         The Corporation will not merge or consolidate into, or sell, transfer
or lease all or substantially all of its property to, any other corporation
unless the successor, transferee or lessee corporation, as the case may be (if
not the Corporation), (a) expressly assumes the due and punctual performance and
observance of each and every covenant and condition of this Certificate to be
performed and observed by the Corporation and (b) expressly agrees to exchange,
at the holder's option, shares of Series C Preferred Stock for shares of the
surviving corporation's capital stock on terms substantially similar to the
terms under this Certificate. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock
referred to in Section 7(c)(ii)), lawful provision shall be made as part of the
terms of such Business Combination or reclassification whereby the holder of
each share of Series C Preferred Stock then outstanding shall have the right
thereafter to convert such share only into the kind and amount of securities,
cash and other property receivable upon the Business Combination or
reclassification by a holder of the number of shares of Common Stock into which
a share of Series C Preferred Stock would have been convertible immediately
prior to the Business Combination or reclassification. The Corporation, the
Person formed by the consolidation or resulting from the merger or which
acquires such assets or which acquires the Corporation's shares, as the case may
be, shall make provisions in its certificate or articles of incorporation or
other constituent documents to establish such rights and to ensure that the
dividend, voting and other rights of the holders of Series C Preferred Stock
established herein are unchanged, except as required by applicable law. The
certificate or articles of incorporation or other constituent documents shall
provide for adjustments, which, for events subsequent to the effective date of
the certificate or articles of incorporation or other constituent documents,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in Section 7 and in Section 8.

                                       27


         14. RESTRICTIONS ON TRANSFER.

         Without the prior written consent of the Corporation, a holder of
shares of Series C Preferred Stock may not transfer such shares of Series C
Preferred Stock to any person if such person (i) is a Corporation Competitor or
(ii) has not executed a joinder agreement pursuant to which it has agreed to be
bound by the Purchase Agreement provided that the foregoing transfer
restrictions shall not apply to Permitted Transfers (as defined in the Purchase
Agreement).

         15. NO OTHER RIGHTS.

         The shares of Series C Preferred Stock shall not have any relative,
participating, optional or other special rights and powers except as set forth
herein or as may be required by law.

         This Certificate shall become effective upon the filing thereof with
the Secretary of State of the State of Delaware.



                                       28


         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
____ day of _____, 2004.

                                       JARDEN CORPORATION


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:





                                       29