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                                 CERTIFICATE OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              AGRILINK MERGER CORP.

         I, David M. Mehalick being the duly elected Vice President of Agrilink
Merger Corp., a corporation organized and existing under and by virtue of the
DGCL (the "Corporation"), does hereby certify as follows:

         1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on July 31, 2002.

         2. That the Board of Directors of the Corporation, pursuant to Sections
242 and 245 of the General Corporation Law of the State of Delaware, adopted
resolutions authorizing the Corporation to amend, integrate and restate the
Corporation's Certificate in its entirety to read as set forth in Exhibit A
attached hereto and made a part hereof (the "Restated Certificate").

         4. That the holders of a majority of the Corporation's issued and
outstanding capital stock approved and adopted the Restated Certificate in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware. Written notice of the adoption of the amendment and restatement of
the Certificate herein certified has been given to those stockholders who were
not present at the meeting held by the stockholders, as provided in the DGCL.

         IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under
penalties of perjury and has executed this Certificate as of this 19th day of
August 2002.



                                  AGRILINK MERGER CORP.


                                  By:    /s/ David M. Mehalick
                                         ----------------------
                                  Name:  David M. Mehalick
                                  Title: Vice President





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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              AGRILINK MERGER CORP.

                                   ARTICLE ONE

         The name of the corporation is Agrilink Merger Corp. (hereinafter
called the "Corporation").

                                   ARTICLE TWO

         The address of the Corporation's registered office in the state of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is Corporation Service Company.

                                  ARTICLE THREE

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware (the "DGCL").

                                  ARTICLE FOUR

         The total number of shares which the Corporation shall have the
authority to issue is Eleven Thousand (11,000) shares, all of which shall be
shares of Common Stock, with a par value of $0.01 (One Cent) per share.

                                  ARTICLE FIVE

         The name and mailing address of the incorporator is as follows:

          Name                       Address
          ----                       -------
          Laura-Jayne Urso           Kirkland & Ellis
                                     153 East 53rd Street, 36th Fl.
                                     New York, NY 10022

                                   ARTICLE SIX

         The directors shall have the power to adopt, amend or repeal By-Laws,
except as may be otherwise be provided in the By-Laws.

                                  ARTICLE SEVEN

         The Corporation expressly elects not to be governed by Section 203 of
the DGCL.


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                                  ARTICLE EIGHT

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or the stockholders
or class of stockholders of the Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders, or class of
stockholders, of the Corporation, as the case may be, and also on this
Corporation.

                                  ARTICLE NINE

         Section 1. Nature of Indemnity. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he (or a person of whom
he is the legal representative), is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent which it is empowered to do so by the
DGCL, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all expense, liability
and loss (including attorneys' fees actually and reasonably incurred by such
person in connection with such proceeding and such indemnification shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 2 of this Article Nine, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by such person only if such proceeding
was authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article Nine shall be a contract right and,
subject to Sections 2 and 5 of this Article Nine, shall include the right to
payment by the Corporation of the expenses incurred in defending any such
proceeding in advance of its final disposition. The Corporation may, by action
of the Board of Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing indemnification
of directors and officers.


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         Section 2. Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the Corporation under Section 1 of
this Article Nine or advance of expenses under Section 5 of this Article Nine
shall be made promptly, and in any event within 30 days, upon the written
request of the director or officer. If a determination by the Corporation that
the director or officer is entitled to indemnification pursuant to this Article
Nine is required, and the Corporation fails to respond within sixty days to a
written request for indemnity, the Corporation shall be deemed to have approved
the request. If the Corporation denies a written request for indemnification or
advancing of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Article Nine shall be enforceable by the director or
officer in any court of competent jurisdiction. Such person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
such defense shall be on the Corporation. Neither the failure of the Corporation
(including the Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

         Section 3. Nonexclusivity of Article Nine. The rights to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article Nine shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

         Section 4. Insurance. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the Corporation or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such liability under this Article Nine.

         Section 5. Expenses. Expenses incurred by any person described in
Section 1 of this Article Nine in defending a proceeding shall be paid by the
Corporation in advance of such proceeding's final disposition unless otherwise
determined by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.


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         Section 6. Employees and Agents. Persons who are not covered by the
foregoing provisions of this Article Nine and who are or were employees or
agents of the Corporation, or who are or were serving at the request of the
Corporation as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the Board of Directors.

         Section 7. Contract Rights. The provisions of this Article Nine shall
be deemed to be a contract right between the Corporation and each director or
officer who serves in any such capacity at any time while this Article Nine and
the relevant provisions of the DGCL or other applicable law are in effect, and
any repeal or modification of this Article Nine or any such law shall not affect
any rights or obligations then existing with respect to any state of facts or
proceeding then existing.

         Section 8. Merger or Consolidation. For purposes of this Article Nine,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article
Nine with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence had
continued.

                                   ARTICLE TEN

         The Corporation hereby eliminates, to the fullest extent permitted by
law (as contemplated by Section 102(b)(7) of the DGCL) the personal liability of
any person who serves as a director of the Corporation to the Corporation and/or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this Article 10 shall not eliminate or limit the
liability of a director: (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL; or (iv) for any transaction from which the
director derived an improper personal benefit; provided further, however, that
if in the future the DGCL is amended or modified (including, but not limited to,
Section 102(a)(7)) to permit the elimination of the personal liability of a
director of the Corporation to a greater extent than contemplated above, then
the provisions of this Article 10 shall be deemed to be automatically amended to
provide for the elimination of the personal liability of the directors of the
Corporation to such greater extent. This Article 10 shall not eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when this Article 9 becomes effective.

                                 ARTICLE ELEVEN

         The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter


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prescribed by the laws of the State of Delaware, and all rights conferred upon
stockholders and directors are granted subject to
such reservation.



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