AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       of
                           PARAGON TRADE BRANDS, INC.
                             ----------------------
              (Pursuant to Sections 242, 245 and 303 of the General
                    Corporation Law of the State of Delaware)


                  PARAGON  TRADE  BRANDS,  INC., a  corporation  organized   and
existing under the laws of the State of Delaware, hereby certifies as follows:

                  FIRST: The Corporation's name  is Paragon  Trade Brands, Inc.,
and it was originally incorporated under such name.  The  original   Certificate
of Incorporation was filed with the Secretary of State on June 30, 1992.

                  SECOND:  On January 6, 1998, the Corporation filed a voluntary
petition pursuant to Chapter 11 of title 11 of the United States Code, 11 U.S.C.
Sectins 101, ET SEQ. (the "Bankruptcy  Code"),  in the United States  Bankruptcy
Court for the Norther District of Georgia (the "Bankruptcy Court"),  case number
98-60390 (the "Bankruptcy Case").

                  THIRD: This Amended and Restated  Certificate of Incorporation
has been duly executed and  acknowledged by an officer of the Corporation and is
authorized  under the Second  Amended Plan of  Reorganization  of Paragon  Trade
Brands,  Inc., dated November 15, 1999, approved and confirmed by an order dated
January 13, 2000 of the Bankruptcy Court.

                  FOURTH: This Amended and Restated Certificate of Incorporation
amends,  restates  and  integrates  the  Certificate  of  Incorporation  of  the
Corporation, as now in effect, to read as follows:


<PAGE>


                  1.       NAME.  The name  of the corporation  is Paragon Trade
Brands, Inc. (the "Corporation").

                  2.       ADDRESS;  REGISTERED  OFFICE AND AGENT.   The address
of the Corporation's  registered office is 1013 Centre Road, City of Wilmington,
County  of  New Castle,  State of Delaware;  and its  registered  agent  at such
address is The Prentice-Hall Corporation System, Inc.

                  3.       PURPOSES. The purpose of the Corporation is to engage
in, carry on and  conduct any lawful act or  activity for which corporations may
be  organized under  the  General  Corporation Law of the State of Delaware (the
"General Corporation Law").

                  4.       NUMBER OF SHARES.

                           4.1      The total number of shares of stock that the
Corporation  shall  have  authority to  issue is  25,000,000 of which  5,000,000
shares shall be shares of preferred  stock of the par  value of One Cent  ($.01)
per  share  (hereinafter  called "Preferred Stock"), and 20,000,000 shares shall
be  shares  of  common  stock of the par  value of  One Cent  ($.01)  per  share
(hereinafter  called  "Common Stock").

                           4.2     The designation, relative rights, preferences
and limitations of the shares of each class are as follows:

                                    4.2.1  The shares of Preferred Stock may  be
issued from time to time in one or more series of any number of shares, provided
that the aggregate number of shares issued and not cancelled of any and all such
series  shall  not  exceed  the  total  number  of  shares  of  Preferred  Stock
hereinabove authorized,  and with distinctive serial designations,  all as shall
hereafter be stated and expressed in the resolution or resolutions providing for
the issue of such  shares of  Preferred  Stock from time to time  adopted by the
Board  pursuant to authority so to do which is hereby vested in the Board.  Each
series of shares of  Preferred  Stock (a) may have such voting  powers,  full or
limited,  or may be without voting  powers;  (b) may be subject to redemption at
such time or times and at such prices;  (c) may be entitled to receive dividends
(which  may be  cumulative  or  non-cumulative)  at such rate or rates,  on such
conditions and at such times,  and payable in preference to, or in such relation
to, the dividends  payable on any other class or classes or series of stock; (d)
may have such rights upon the  dissolution  of, or upon any  distribution of the
assets of, the  Corporation;  (e) may be made  convertible  into or exchangeable
for, shares of any other class or classes or of any other



                                       2
<PAGE>

series of the same or any other class or classes of shares of the Corporation at
such price or prices or at such rates of exchange and with such adjustments; (f)
may be entitled to the benefit of a sinking  fund to be applied to the  purchase
or  redemption  of shares of such series in such  amount or amounts;  (g) may be
entitled to the benefit of  conditions  and  restrictions  upon the  creation of
indebtedness  of the  Corporation  or any  subsidiary,  upon  the  issue  of any
additional  shares  (including  additional shares of such series or of any other
series) and upon the payment of dividends  or the making of other  distributions
on, and the purchase,  redemption or other acquisition by the Corporation or any
subsidiary of, any  outstanding  shares of the Corporation and (h) may have such
other relative, participating, optional or other special rights, qualifications,
limitations or restrictions  thereof;  all as shall be stated in said resolution
or resolutions providing for the issue of such shares of Preferred Stock. Any of
the  voting  powers,  designations,   preferences,  rights  and  qualifications,
limitations or  restrictions  of any such series of Preferred  Stock may be made
dependent  upon facts  ascertainable  outside of the  resolution or  resolutions
providing for the issue of such Preferred Stock adopted by the Board pursuant to
the authority  vested in it by this Section  4.2.1,  provided that the manner in
which  such  facts  shall   operate  upon  the  voting   powers,   designations,
preferences,  rights and  qualifications,  limitations or  restrictions  of such
series of Preferred  Stock is clearly and expressly set forth in the  resolution
or resolutions providing for the issue of such Preferred Stock. The term "facts"
as used in the next  preceding  sentence  shall have the meaning  given to it in
section 151(a) of the General  Corporation Law. Shares of Preferred Stock of any
series that have been redeemed  (whether through the operation of a sinking fund
or otherwise) or that if convertible or  exchangeable,  have been converted into
or exchanged  for shares of any other class or classes  shall have the status of
authorized and unissued  shares of Preferred Stock of the same series and may be
reissued as a part of the series of which they were  originally a part or may be
reclassified  and reissued as part of a new series of shares of Preferred  Stock
to be created by resolution or  resolutions of the Board or as part of any other
series  of  shares  of  Preferred  Stock,  all  subject  to  the  conditions  or
restrictions  on issuance set forth in the resolution or resolutions  adopted by
the Board providing for the issue of any series of shares of Preferred Stock.

                                    4.2.2   Subject  to  the provisions  of  any
applicable  law or of the  By-laws  of the  Corporation,  as  from  time to time
amended,  with respect to the closing of the  transfer  books or the fixing of a
record date for the determination of stockholders entitled to vote and except as
otherwise provided by law or by the resolution or resolutions  providing for the
issue of any series of shares of  Preferred  Stock,  the holders of  outstanding
shares of Common Stock shall  exclusively  possess voting power for the election
of directors and for all other purposes, each holder of




                                       3
<PAGE>


record of shares of Common  Stock  being  entitled to one vote for each share of
Common Stock standing in his or her name on the books of the Corporation. Except
as otherwise  provided by the resolution or resolutions  providing for the issue
of any  series of shares of  Preferred  Stock,  the  holders of shares of Common
Stock shall be entitled,  to the exclusion of the holders of shares of Preferred
Stock of any and all series,  to receive such dividends as from time to time may
be  declared  by the  Board.  In the event of any  liquidation,  dissolution  or
winding up of the Corporation,  whether voluntary or involuntary,  after payment
shall  have been made to the  holders of shares of  Preferred  Stock of the full
amount to which they shall be entitled pursuant to the resolution or resolutions
providing for the issue of any series of shares of Preferred  Stock, the holders
of shares of Common Stock shall be entitled,  to the exclusion of the holders of
shares of Preferred Stock of any and all series, to share,  ratably according to
the number of shares of Common Stock held by them,  in all  remaining  assets of
the Corporation available for distribution to its stockholders.

                                    4.2.3   Subject to the  provisions  of  this
Certificate of Incorporation and except as otherwise  provided by law, the stock
of the Corporation,  regardless of class,  may be issued for such  consideration
and for such corporate purposes as the Board may from time to time determine.

                                    4.2.4   The  Corporation shall not issue any
non-voting  stock,  PROVIDED,  HOWEVER,  that this provision is included in this
Certificate  of  Incorporation  in  compliance  with section  1123(a)(6)  of the
Bankruptcy  Code and  shall  have no force or effect  beyond  that  required  by
section  1123(a)(6) of the  Bankruptcy  Code and shall be effective  only for so
long as section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to
the Corporation.

                  5.       LIMITED PREEMPTIVE RIGHTS.

                           5.1      Subject  to  Section  5.5  hereof,   if  the
Corporation  or any of its  Subsidiaries  shall  propose  to issue or sell to an
Identified  Investor  Affiliated  Entity (as  defined in Section 5.4 hereof) any
additional  shares of Common  Stock or any other  class of capital  stock of the
Corporation or any rights to subscribe for or purchase pursuant to any option or
otherwise  any shares of any class of capital  stock of the  Corporation  or any
securities  convertible  into or exchangeable for shares of any class of capital
stock of the Corporation  (collectively,  the "Additional  Securities") or enter
into any contracts, commitments,  agreements,  understandings or arrangements of
any kind relating to the issuance or sale to any Identified  Investor Affiliated
Entity of any Additional Securities, each Stockholder other than such Identified
Investor Affiliated


                                       4
<PAGE>

Entity  (each,  an "Other  Stockholder")  shall have the right to purchase  that
number of Additional Securities at the same price and on the same terms proposed
to be issued  and sold to the  Identified  Affiliated  Entity so that each Other
Stockholder  would,  after  the  issuance  or  sale  of all of  such  Additional
Securities  (and assuming the exercise in full by each Other  Stockholder of its
right to purchase its  Proportionate  Percentage (as defined  below)),  hold the
same proportional interest of the outstanding shares of the capital stock of the
Corporation  (assuming that any securities or other rights  convertible  into or
exchangeable or exercisable for shares of the capital stock have been converted,
exchanged or  exercised)  as was held by it prior to such issuance and sale (the
"Proportionate   Percentage").   For   purposes   of   determining   each  Other
Stockholder's  Proportionate  Percentage, if the issuance and sale of Additional
Securities to an Identified  Investor  Affiliated  Entity will coincide with the
issuance and sale to any person other than such Identified  Investor  Affiliated
Entity or an Other Stockholder  exercising its rights under this Section 5 (such
person being a "New  Investor") of any shares of Common Stock or any other class
of capital stock of the  Corporation  or any rights to subscribe for or purchase
pursuant to any option or otherwise  any shares of any class of capital stock of
the Corporation or any securities convertible into or exchangeable for shares of
any class of capital stock of the Corporation,  the issuance and sale to the New
Investor  shall be deemed to have occurred  prior to the issuance or sale to the
Identified  Investor  Affiliated  Entity. The Corporation shall offer to sell to
each  Other  Stockholder  its   Proportionate   Percentage  of  such  Additional
Securities  (the "Offered  Securities")  at the price and on the terms described
above, which shall be specified by the Corporation in a written notice delivered
to each Other Stockholder (the "Preemptive  Offer").  The Preemptive Offer shall
by its terms remain open for a period of at least 15 business days from the date
of receipt  thereof and shall  specify the date on which the Offered  Securities
will be sold to accepting Other Stockholders.

                           5.2      Each Other Stockholder shall have the right,
during the period of the Preemptive  Offer referred to in Section 5.1 above,  to
purchase any or all of its Proportionate Percentage of the Offered Securities at
the purchase  price and on the terms stated in the Preemptive  Offer.  Notice by
any Other  Stockholder of its  acceptance,  in whole or in part, of a Preemptive
Offer  shall be in  writing  (a  "Notice  of  Acceptance")  signed by such Other
Stockholder and delivered to the  Corporation  prior to the end of the specified
period of the Preemptive Offer,  setting forth the number of Offered  Securities
such Other Stockholder elects to purchase.

                           5.3      In  the case of  any  Preemptive  Offer,  if
Notices  of  Acceptance  given by the  Other  Stockholders  do not  cover in the
aggregate all of the Offered  Securities,  the Corporation may during the period
of 180 days following the


                                       5
<PAGE>

date of expiration of such Preemptive Offer sell to any other Person or Persons,
including,  without limitation, an Identified Investor Affiliated Entity, all or
any part of the Offered  Securities not covered by a Notice of  Acceptance,  and
also may sell to any Person or Persons the Additional  Securities giving rise to
these  preemptive  rights,  but only on terms  and  conditions  that are no more
favorable to such Person or Persons or less  favorable to the  Corporation  than
those set forth in the Preemptive Offer.

                           5.4      As  used  herein,  an  "Identified  Investor
Affiliated  Entity" shall mean any  Wellspring  Affiliated  Entity,  any Ontario
Affiliated  Entity or any CIP  Affiliated  Entity  (each as  defined  below).  A
"Wellspring Affiliated Entity" shall mean Wellspring Capital Management, LLC and
any other person (within the meaning of the Securities  Exchange Act of 1934, as
amended),  including, without limitation, PTB Acquisition Company, LLC, directly
or  indirectly  controlling,   controlled  by,  or  under  common  control  with
Wellspring Capital Management,  LLC, and shall also mean the direct and indirect
general  partners  or  managing  members  and the  direct and  indirect  limited
partners and members of any Wellspring  Affiliated  Entity that is a partnership
or a limited liability  company.  An "Ontario  Affiliated Entity" shall mean the
Ontario  Teachers Pension Plan Board and any other person directly or indirectly
controlling, controlled by or under common control with Ontario Teachers Pension
Plan Board. A "CIP Affiliated  Entity" shall mean Co-Investment  Partners,  L.P.
and any other person directly or indirectly controlling,  controlled by or under
common  control with  Co-Investment  Partners,  L.P. Any reference  herein to an
Identified  Investor  Affiliated Entity shall be deemed to refer, in the case of
(i) a  Wellspring  Affiliated  Entity,  to  all  of  the  Wellspring  Affiliated
Entities,  considered as a single person,  (ii) an Ontario Affiliated Entity, to
all of the Ontario Affiliated Entities,  considered as a single person, or (iii)
a CIP Affiliated Entity, to all CIP Affiliated Entities,  considered as a single
person.

                           5.5      The foregoing Sections 5.1 through 5.4 shall
be  inapplicable  to any issuance or sale by the  Corporation  to any Identified
Investor Affiliated Entity (i) if the Corporation has obtained an opinion from a
nationally   recognized   investment   banking  firm  to  the  effect  that  the
consideration  being paid by the Identified  Investor  Affiliated  Entity to the
Corporation  in connection  with such issuance or sale  represents not less than
the fair market value of the securities  being  offered,  (ii) if at the time of
such  sale or as a  direct  result  of such  sale  either  (1),  the  Identified
Investors Affiliated Entities, taken as a whole, beneficially own (determined in
the manner  specified in Rule 13d-3  promulgated  by the Securities and Exchange
Commission  under the  Securities  Exchange Act of 1934,  as  amended),  or will
beneficially  own,  shares of capital  stock of the  Corporation  entitling  the
Identified


                                       6
<PAGE>

Investor Affiliated Entities, taken as a whole, to cast less than thirty percent
(30%) of the votes for the election of directors of the Corporation,  or (2) any
person (within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934,  as  amended)  shall  beneficially  own  shares  of  capital  stock of the
Corporation  entitling  such  person to cast a  greater  number of votes for the
election of directors of the Corporation than the number of votes entitled to be
cast by the shares  beneficially  owned by the  Identified  Investor  Affiliated
Entities,  taken as a whole,  or (iii) where such issuance and sale results from
the exercise of a stock option granted to a Wellspring Affiliate as contemplated
by that certain Stock Purchase  Agreement,  dated November 16, 1999, between the
Corporation  and PTB  Acquisition  Company,  LLC.  In  addition,  the  foregoing
Sections  5.1 through 5.4  notwithstanding,  nothing set forth in this Section 5
shall be  deemed  to grant  any  Other  Stockholder  any  Preemptive  Rights  in
connection  with, or otherwise limit or prevent (x) the offering and sale by the
Corporation  or any  Subsidiary  of any shares of its  capital  stock,  or other
securities   convertible   into  or  exchangeable   therefor,   pursuant  to  an
underwritten  public  offering  registered  under the Securities Act of 1933, as
amended, or (y) the purchase by any Identified Investor Affiliated Entity of any
shares  of the  Corporation's  or  any  Subsidiary's  capital  stock,  or  other
securities  convertible  into or  exchangeable  therefor,  offered  in any  such
underwritten public offering.

                  6.       ELECTION OF DIRECTORS.   Members  of  the  Board   of
Directors  of  the  Corporation (the "Board")  may be  elected either by written
ballot or by voice vote.

                  7.        LIMITATION  OF LIABILITY.    No   director  of   the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for monetary  damages for breach of fiduciary duty as a director,  provided that
this provision  shall not eliminate or limit the liability of a director (a) for
any  breach  of  the  director's  duty  of  loyalty  to the  Corporation  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of law, (c) under Section 174 of
the General  Corporation Law or (d) for any transaction  from which the director
derived any improper personal benefits.

                  Any repeal or  modification  of the foregoing  provision shall
not adversely  affect any right or  protection of a director of the  Corporation
existing at the time of such repeal or modification.


                                       7
<PAGE>

                  8.       INDEMNIFICATION.

                           8.1      To  the  extent not  prohibited by law,  the
Corporation  shall  indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a  "Proceeding"),  whether civil,  criminal,  administrative  or investigative,
including,  without limitation,  an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative,  is or was a director or
officer of the  Corporation,  or, at the request of the  Corporation,  is or was
serving as a director or officer of any other  corporation or in a capacity with
comparable  authority or  responsibilities  for any partnership,  joint venture,
trust,  employee benefit plan or other  enterprise (an "Other Entity"),  against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges  and  expenses  (including  attorneys'  fees,  disbursements  and  other
charges).  Persons who are not  directors  or officers  of the  Corporation  (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly  indemnified  in respect of service to the  Corporation or to an Other
Entity at the  request  of the  Corporation  to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 8.

                           8.2      The  Corporation  shall,  from time to time,
reimburse  or advance to any  director  or officer or other  person  entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and  disbursements,  incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding; PROVIDED, HOWEVER, that,
if required by the General  Corporation  Law,  such  expenses  incurred by or on
behalf of any  director or officer or other person may be paid in advance of the
final  disposition  of a Proceeding  only upon receipt by the  Corporation of an
undertaking,  by or on behalf  of such  director  or  officer  (or other  person
indemnified  hereunder),  to  repay  any such  amount  so  advanced  if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right of appeal  that such  director,  officer  or other  person is not
entitled to be indemnified for such expenses.

                           8.3   The rights to indemnification and reimbursement
or advancement of expenses  provided by, or granted  pursuant to, this Section 8
shall not be deemed  exclusive  of any  other  rights to which a person  seeking
indemnification  or  reimbursement  or  advancement  of  expenses  may  have  or
hereafter be entitled under any statute, this Certificate of Incorporation,  the
By-laws  of  the  Corporation  (the  "By-laws"),  any  agreement,  any  vote  of
stockholders or disinterested directors or


                                       8
<PAGE>


otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                           8.4   The rights to indemnification and reimbursement
or advancement of expenses  provided by, or granted  pursuant to, this Section 8
shall  continue  as to a person who has ceased to be a director  or officer  (or
other  person  indemnified  hereunder)  and shall  inure to the  benefit  of the
executors, administrators, legatees and distributees of such person.

                           8.5      The Corporation shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director, officer, employee or agent of an Other
Entity,  against any liability asserted against such person and incurred by such
person in any such  capacity,  or arising out of such  person's  status as such,
whether or not the  Corporation  would have the power to  indemnify  such person
against such  liability  under the  provisions of this Section 8, the By-laws or
under Section 145 of the General Corporation Law or any other provision of law.

                           8.6      The provisions of this Section 8  shall be a
contract between the Corporation, on the one hand, and each director and officer
who serves in such  capacity  at any time while this  Section 8 is in effect and
any other  person  entitled  to  indemnification  hereunder,  on the other hand,
pursuant to which the  Corporation  and each such  director,  officer,  or other
person intend to be, and shall be, legally bound.  No repeal or  modification of
this Section 8 shall affect any rights or obligations  with respect to any state
of facts then or  theretofore  existing or thereafter  arising or any proceeding
theretofore or thereafter  brought or threatened  based in whole or in part upon
any such state of facts.

                           8.7   The rights to indemnification and reimbursement
or advancement of expenses  provided by, or granted  pursuant to, this Section 8
shall  be  enforceable  by  any  person  entitled  to  such  indemnification  or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such  indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation.  Neither the failure
of the Corporation  (including its Board, its independent  legal counsel and its
stockholders)  to have made a  determination  prior to the  commencement of such
action that such  indemnification or reimbursement or advancement of expenses is
proper in the  circumstances  nor an  actual  determination  by the  Corporation
(including its Board, its independent legal counsel and


                                       9
<PAGE>

its stockholders)  that such person is not entitled to such  indemnification  or
reimbursement  or  advancement  of expenses  shall  constitute  a defense to the
action  or create a  presumption  that such  person is not so  entitled.  Such a
person shall also be indemnified  for any expenses  incurred in connection  with
successfully   establishing  his  or  her  right  to  such   indemnification  or
reimbursement  or  advancement  of  expenses,  in whole or in part,  in any such
proceeding.

                           8.8      Any director  or officer of the  Corporation
serving in any  capacity of (a) another  corporation  of which a majority of the
shares  entitled to vote in the election of its  directors is held,  directly or
indirectly,  by  the  Corporation  or  (b)  any  employee  benefit  plan  of the
Corporation or any  corporation  referred to in clause (a) shall be deemed to be
doing so at the request of the Corporation.

                           8.9      Any person entitled to be  indemnified or to
reimbursement  or  advancement of expenses as a matter of right pursuant to this
Section 8 may elect to have the right to  indemnification  or  reimbursement  or
advancement of expenses interpreted on the basis of the applicable law in effect
at the  time  of the  occurrence  of the  event  or  events  giving  rise to the
applicable  Proceeding,  to the extent  permitted by law, or on the basis of the
applicable law in effect at the time such  indemnification  or  reimbursement or
advancement  of expenses is sought.  Such election shall be made, by a notice in
writing to the  Corporation,  at the time  indemnification  or  reimbursement or
advancement of expenses is sought; PROVIDED,  HOWEVER, that if no such notice is
given, the right to  indemnification or reimbursement or advancement of expenses
shall  be  determined  by the  law in  effect  at the  time  indemnification  or
reimbursement or advancement of expenses is sought.

                  9. ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may
from  time to time  adopt,  amend or  repeal  the  By-laws  of the  Corporation;
PROVIDED,  HOWEVER,  that any  By-laws  adopted  or  amended by the Board may be
amended or repealed,  and any By-laws may be adopted, by the stockholders of the
Corporation  by vote of a  majority  of the  holders  of  shares of stock of the
Corporation entitled to vote in the election of directors of the Corporation.

                  10. ACTION BY STOCKHOLDERS.  Notwithstanding the provisions of
Section 228 of the  General  Corporation  Law (or any  successor  statute),  any
action  required or permitted by the General  Corporation Law to be taken at any
annual or special  meeting of  stockholders  of the  Corporation may be taken at
such an annual or special  meeting of stockholders or by written consent without
a meeting.


                                       10
<PAGE>

                  IN WITNESS WHEREOF, PARAGON TRADE BRANDS, INC. has caused this
certificate  to be signed by its Executive  Vice  President and Chief  Financial
Officer, and attested by its Secretary, on the 28TH day of January, 2000.

                                               PARAGON TRADE BRANDS, INC.



                                               By:   /S/ ALAN J. CYRON
                                                  --------------------
                                                    Name:        Alan J. Cyron
                                                    Executive Vice President and
                                                      Chief Financial Officer


Attest:



/S/ CATHERINE O. HASBROUCK
--------------------------
Name:  Catherine O. Hasbrouck
Secretary



                                       11