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                                                                    EXHIBIT (3A)


                       RESTATED ARTICLES OF INCORPORATION
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                                    RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                              RUSSELL CORPORATION


                           Composite Restated Articles of Incorporation as
                           adopted on April 28, 1982 and as amended through
                           March 8, 1989.


<PAGE>   3

                                    RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                              RUSSELL CORPORATION

         1.       The name of the corporation is Russell Corporation.

         2.       The period of its duration is perpetual.

         3.       The purpose or purposes for which the corporation is organized
are the transaction of any or all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act, including, but not
limited to, the manufacture and sale of textile products.

         4.       (a)      The aggregate number of shares of capital stock which
the corporation shall have authority to issue is one hundred sixty million
(160,000,000) shares, of which ten million (10,000,000) shares, par value $.01
per share, are to be preferred stock (hereinafter called "Preferred Stock"), and
one hundred fifty million (150,000,000) shares, par value $.01 share, are to be
common stock (hereinafter called "Common Stock").

                  (b)      The Preferred Stock may be issued in such one or more
series as shall from time to time be created and authorized to be issued by the
board of directors of the corporation as hereinafter provided.

         The board of directors is hereby expressly authorized, by resolution or
resolutions from time to time adopted providing for the issuance of Preferred
Stock, to fix and determine, to the extent not fixed by the provisions
hereinafter set forth, the relative rights and preferences of the shares of each
series of Preferred Stock, including (but without limiting the generality of the
foregoing) any of the following with respect to which the board of directors may
make specific provisions:

                           (i)      the distinctive name and any serial
                  designations;

                           (ii)     the annual dividend rate or rates and the
                  dividend payment dates;

                           (iii)    with respect to the declaration and payment
                  of dividends upon each series of the Preferred Stock, whether
                  such dividends are to be cumulative or noncumulative,
                  preferred, subordinate or equal to dividends declared and paid
                  upon other series of the Preferred Stock or upon any other
                  shares of stock of the corporation, and the participating or
                  other special rights, if any, of such dividends;


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                           (iv)     the redemption provisions, if any, with
                  respect to any series, and, if any series is subject to
                  redemption, the manner and time of redemption and the
                  redemption price or prices;

                           (v)      the amount or amounts of preferential or
                  other payment to which any series of Preferred Stock is
                  entitled over any other series of Preferred Stock or over the
                  Common Stock on voluntary or involuntary liquidation,
                  dissolution or winding-up, subject to the provisions set forth
                  in paragraph (d)(ii) of this Article 4;

                           (vi)     any sinking fund or other retirement
                  provisions and the extent to which the charges therefor are to
                  have priority over the payment of dividends on or the making
                  of sinking fund or other like retirement provisions for shares
                  of any other series of Preferred Stock or for shares of the
                  Common Stock;

                           (vii)    any conversion, exchange, purchase or other
                  privileges to acquire shares of any other series of Preferred
                  Stock or of the Common Stock;

                           (viii)   the number of shares of such series; and

                           (ix)     the voting rights, if any, of such series,
                  subject to the provisions set forth in paragraph (d)(i) of
                  this Article 4.

         Each share of each series of Preferred Stock shall have the same
relative rights and be identical in all respects with all the other shares of
the same series.

         Before the corporation shall issue any shares of Preferred Stock of any
series authorized as hereinbefore provided, a statement setting forth a copy of
the resolution or resolutions with respect to such series adopted by the board
of directors of the corporation pursuant to the foregoing authority vested in
the board of directors shall be made, filed and recorded in accordance with the
then applicable requirements, if any, of the laws of the State of Alabama, or,
if no statement is then so required, a certificate shall be signed and
acknowledged on behalf of the corporation by its Chairman of the Board,
President or a Vice-President and its corporate seal shall be affixed thereto
and attested by its Secretary or any Assistant Secretary and such certificate
shall be filed and kept on file at the principal office of the corporation in
the State of Alabama and in such other place or places as the board of directors
shall designate.

                  (c)      The authority of the board of directors to provide
for the issuance of any shares of the corporation's stock shall include, but
shall not be limited to, authority to issue shares of stock of the corporation
for any purpose and in any manner (including issuance pursuant to rights,
warrants, or other options) permitted by law, for delivery as all or part of the
consideration for or in connection with the acquisition of all or part of the
stock of another corporation or of all or part of the assets of another
corporation or enterprise, irrespective of the amount by which the issuance of
such stock shall increase the number of shares outstanding (but not in excess of
the number of shares authorized).


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                  (d)      The following relative rights and preferences of the
capital stock of the corporation are fixed as follows:

                           (i)      Voting Rights.

                           (A)      Common Stock. At all elections of directors
                  of the corporation, and in respect of all other matters as to
                  which the vote or consent of shareholders of the corporation
                  shall be required to be taken, the holders of the Common Stock
                  shall be entitled to one (1) vote for each share held by them.

                           (B)      Preferred Stock. The holders of each series
                  of the Preferred Stock shall have such voting rights as may be
                  fixed by resolution or resolutions of the board of directors
                  providing for the issuance of each such series.

                           (ii)     Liquidation, Dissolution, etc. In the event
                  of any voluntary or involuntary liquidation, dissolution or
                  winding-up of the corporation, the assets of the corporation
                  available for distribution to the shareholders (whether from
                  capital or surplus) shall be distributed among those of the
                  respective series of the outstanding Preferred Stock, if any,
                  as may be entitled to any preferential amounts and among the
                  respective holders thereof in accordance with the relative
                  rights and preferences, if any, fixed and determined for each
                  such series and the holders thereof by resolution or
                  resolutions of the board of directors providing for the issue
                  of each such series of the Preferred Stock; and after payment
                  in full of the amounts payable in respect of the Preferred
                  Stock, if any, the holders of any series of the outstanding
                  Preferred Stock who are not entitled to preferential treatment
                  pursuant to resolutions of the board of directors providing
                  for the issue thereof and the holders of the outstanding
                  Common Stock shall be entitled (to the exclusion of the
                  holders of any series of the outstanding Preferred Stock
                  entitled to preferential treatment pursuant to resolutions of
                  the board of directors providing for the issue thereof) to
                  share ratably in all the remaining assets of the corporation
                  available for distribution to its shareholders.

                           A merger, consolidation or reorganization of the
                  corporation with or into one or more corporations, or a sale,
                  lease or other transfer of all or substantially all the assets
                  of the corporation, that does not result in the termination of
                  the enterprise and distribution of the assets to shareholders,
                  shall not be deemed to constitute a liquidation, dissolution
                  or winding-up of the corporation within the meaning of this
                  paragraph (d)(ii), notwithstanding the fact that the
                  corporation may cease to exist or may surrender its Restated
                  Articles of Incorporation.

                           (iii)    Dividends and Other Distributions. Dividends
                  on any stock of the corporation shall be payable only out of
                  earnings, surplus or assets of the corporation legally
                  available for the payment of such dividends and only as and
                  when declared by the board of directors. The board of
                  directors of the corporation may, from time to time,
                  distribute to the shareholders of the corporation out of the
                  capital surplus of the corporation a portion of the assets of
                  the corporation to the extent and in the manner provided by
                  law.


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                           (e)      The corporation shall have the right to
                  purchase, take, receive or otherwise acquire, hold, own,
                  pledge and transfer or otherwise dispose of its own shares.
                  Purchases by the corporation of its own shares, whether direct
                  or indirect, may be made to the extent of unreserved and
                  unrestricted earned surplus and capital surplus of the
                  corporation available therefor.

                           (f)      No holder of any share or shares of any
                  class of stock of the corporation shall have any preemptive
                  right to subscribe for any shares of stock of any class of the
                  corporation now or hereafter authorized or for any securities
                  convertible into or carrying any optional rights to purchase
                  or subscribe for any shares of stock of any class of the
                  corporation now or hereafter authorized.

         5.       The mailing address of the registered office of the
corporation is Russell Corporation, P. 0. Box 272, Alexander City, Alabama
35010, and the name of its registered agent at such address is James D. Nabors.

         6.       The number of directors constituting the present board of
directors of the corporation is 11, and the names and addresses of the persons
who are serving as directors until the next annual meeting of shareholders or
until their successors are elected and qualify are as follows:

<TABLE>
<CAPTION>
          NAME                                      ADDRESS

<S>                                      <C>
E. C. Gwaltney                           Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

Dwight L. Carlisle, Jr.                  Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

Frank K. Hall                            Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

George W. Hardy                          Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

Emil Hess                                Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

H. Scott Howell                          Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010

Glenn Ireland, II                        Russell Corporation
                                         P. 0. Box 272
                                         Alexander City, Alabama 35010
</TABLE>


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<TABLE>
<CAPTION>
          NAME                                   ADDRESS

<S>                                    <C>
Crawford T. Johnson, III               Russell Corporation
                                       P. 0. Box 272
                                       Alexander City, Alabama 35010

Finis Morgan                           Russell Corporation
                                       P. 0. Box 272
                                       Alexander City, Alabama 35010

Benjamin Russell                       Russell Corporation
                                       P. 0. Box 272
                                       Alexander City, Alabama 35010

John R. Thomas                         Russell Corporation
                                       P. 0. Box 272
                                       Alexander City, Alabama 35010
</TABLE>

         7. The names and addresses of the original incorporators are as
follows:

<TABLE>
<CAPTION>
         NAME                                  ADDRESS

<S>                                   <C>
B. Russell                            Russell Corporation
                                      P. 0. Box 272
                                      Alexander City, Alabama 35010

T. C. Russell                         Russell Corporation
                                      P. 0. Box 272
                                      Alexander City, Alabama 35010

O. C. Thomas                          Russell Corporation
                                      P. 0. Box 272
                                      Alexander City, Alabama 35010

J. H. Henderson                       Russell Corporation
                                      P. 0. Box 272
                                      Alexander City, Alabama 35010

A. L. Harlan                          Russell Corporation
                                      P. 0. Box 272
                                      Alexander City, Alabama 35010
</TABLE>

         8.       (a)      Number, Election and Terms. All corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of, a board of directors
which, except as otherwise fixed by or pursuant to the provisions of Article 4
hereof relating to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, shall consist of not
less than nine nor more than fifteen persons. The exact number of directors
within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the board of directors pursuant to a
resolution adopted by a majority of the entire board of directors. At the annual
meeting of shareholders of the corporation held in 1988, the directors shall be
divided into three classes, as nearly equal in number as possible, with the term
of office of the first


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class of directors to expire at the annual meeting of shareholders of the
corporation to be held in 1989, the term of office of the second class of
directors to expire at the annual meeting of shareholders of the corporation to
be held in 1990 and the term of office of the third class of directors to expire
at the annual meeting of shareholders of the corporation to be held in 1991. At
each annual meeting of shareholders of the corporation following such initial
classification and election, and except as otherwise so fixed by or pursuant to
the provisions of Article 4 hereof relating to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances and except as provided below in this Article 8 in the case of
electing a successor to a director elected by the board of directors to fill a
vacancy occurring in the membership of the board of directors, directors elected
to succeed those directors whose terms expire at such annual meeting shall be
elected for a term of office to expire at the third succeeding annual meeting of
shareholders of the corporation after their election.

                  (b)      Vacancies and Newly Created Directorships. Subject to
the rights of the holders of any series of Preferred Stock then outstanding, any
vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board of directors. A director so elected to fill a vacancy shall be elected to
serve until the next annual meeting of shareholders, at which time a director
shall be elected to fill the unexpired portion of the term of office of the
director whose successor was elected by the remaining directors. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose, unless applicable law then permits such
directorship to be filled by the affirmative vote of a majority of the remaining
directors (even though less than a quorum of the board of directors). No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

                  (c)      Continuance in Office. Notwithstanding the foregoing
provisions of this Article 8, any director whose term of office has expired
shall continue to hold office until his successor shall be elected and qualify.

                  (d)      Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time, without cause, but only by
the affirmative vote of at least seventy-five percent (75%) of the total number
of votes entitled to be cast by the holders of all of the shares of capital
stock of the corporation then entitled to vote generally in the election of
directors. The holder of each share of capital stock entitled to vote thereon
shall be entitled to cast the same number of votes as the holder of such shares
is entitled to cast generally in the election of each director. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, a
director, or the entire board of directors, may be removed from office at any
time, with cause in the manner provided by law.

                  (e)      Amendment, Repeal, etc. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of the
corporation), the affirmative vote of at least seventy-five percent (75%) of the
total number of votes entitled to be cast by the holders of all of the shares of
capital stock of the corporation then entitled to vote generally in the election
of directors shall be required to amend, alter, change or repeal, or to adopt
any provision as part of these Restated Articles of Incorporation inconsistent
with, this Article 8. The holder of each share of capital stock entitled to vote
thereon shall be entitled to cast the same number of votes as the holder of such
shares is entitled to cast generally in the election of each director.


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         9.       Certain Provisions Respecting Business Combinations:

         Section 9.01. Definitions. For the purposes of this Article 9:

                  (a)      An "Affiliate" of, or a person "Affiliated" with, a
specified person, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.

                  (b)      "Announcement Date" means, with respect to any
Business Combination, the date of the first public announcement of such Business
Combination.

                  (c)      "Associate," when used to indicate a relationship
with any person, means (i) any corporation or organization (other than the
corporation or a Subsidiary) of which such person is an officer or partner or
is, directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities, (ii) any trust or other estate in which such person
has a substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of
such person, or any relative of such spouse, who has the same home as such
person or who is a director or officer of the corporation or any of its parents
or subsidiaries.

                  (d)      A person shall be a "beneficial owner" of any Voting
Stock:

                           (i)      which such person or any of its Affiliates
                  or Associates beneficially owns, directly or indirectly; or

                           (ii)     which such person or any of its Affiliates
                  or Associates has (A) the right to acquire (whether such right
                  is exercisable immediately or only after the passage of time)
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (B) the right to vote or
                  direct the vote pursuant to any agreement, arrangement or
                  understanding; or

                           (iii)    which is beneficially owned, directly or
                  indirectly, by any other person with which such person or any
                  of its Affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing of any shares of capital stock of the
                  corporation;

provided, however, that no director or officer of the corporation (nor any
Affiliate or Associate of such director or officer) shall, solely by reason of
any or all of such directors or officers acting in their capacities as such, be
deemed the "beneficial owner" of any shares of Voting Stock that are
beneficially owned by any other such director or officer.

                  (e)      For the purposes of determining whether a person is
an Interested Shareholder pursuant to paragraph (l) of this Section 9.01, the
number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned by the Interested Shareholder through


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<PAGE>   10

application of paragraph (d) of this Section 9.01, but shall not include any
other shares of Voting Stock which may be issuable pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise.

                  (f)      "Board" means the board of directors of the
corporation.

                  (g)      A "Business Combination" shall mean any one or more
of the following:

                           (i)      any merger or consolidation of the
                  corporation or any Subsidiary with or into (A) any Interested
                  Shareholder or (B) any other corporation (whether or not
                  itself an Interested Shareholder) which is, or after such
                  merger or consolidation would be, an Affiliate of an
                  Interested Shareholder; or

                           (ii)     any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Shareholder or any
                  Affiliate of any Interested Shareholder of any assets of the
                  corporation or any Subsidiary having an aggregate Fair Market
                  Value of $1,000,000 or more; or

                           (iii)    the issuance, pledge, transfer or other
                  disposition by the corporation or any Subsidiary (in one
                  transaction or a series of transactions) of any securities of
                  the corporation or any Subsidiary to any Interested
                  Shareholder or any Affiliate of any Interested Shareholder in
                  exchange for cash, securities or other property (or a
                  combination thereof) having an aggregate Fair Market Value of
                  $1,000,000 or more; or

                           (iv)     the adoption of any plan or proposal for the
                  liquidation or dissolution of the corporation proposed by or
                  on behalf of an Interested Shareholder or an Affiliate of any
                  Interested Shareholder; or

                           (v)      any reclassification of securities
                  (including any reverse stock split), or recapitalization of
                  the corporation, or any merger or consolidation of the
                  corporation with any of its Subsidiaries or any similar
                  transaction (whether or not with or into or otherwise
                  involving an Interested Shareholder) which has the effect,
                  directly or indirectly, of increasing the proportionate share
                  of the outstanding shares of any class of equity securities,
                  or securities convertible into equity securities, of the
                  corporation or any Subsidiary, including, without limitation,
                  any class or series of Protected Stock, which is directly or
                  indirectly owned by any Interested Shareholder or any
                  Affiliate of any Interested Shareholder; or

                           (vi)     any agreement, contract or other arrangement
                  providing for any one or more of the actions specified in the
                  foregoing clauses (i) through (v).

                  (h)      "Consummation Date" means, with respect to any
Business Combination, the date on which such Business Combination is effected.

                  (i)      "Determination Date" means, with respect to any
Interested Shareholder, the date on which such Interested Shareholder first
became an Interested Shareholder.


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<PAGE>   11

                  (j)      "Consummation Date" means any member of the Board who
is not an Affiliate, nominee or representative of the Interested Shareholder and
was a member of the Board prior to the time that the Interested Shareholder
became an Interested Shareholder, and any successor of a Disinterested Director
who is a member of the Board and who is not an Affiliate, nominee or
representative of the Interested Shareholder and was recommended or elected to
succeed a Disinterested Director by a majority of Disinterested Directors on the
Board at the time of such recommendation or election.

                  (k)      "Fair Market Value" means (i) in the case of stock,
the highest closing sale price during the thirty-day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange, Inc. Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the New York Stock Exchange, Inc., or, if such stock
is not listed on the New York Stock Exchange, Inc., on the principal United
States securities exchange registered under the Securities Exchange Act of 1934
on which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the thirty-day period preceding the date in question as reported by
the National Association of Securities Dealers, Inc. Automated Quotations system
or any system then in use, or if no such quotation is available, the fair market
value on the date in question of a share of such stock as determined in good
faith by a majority of the Disinterested Directors; and (ii) in the case of
property other than cash or stock, the fair market value of such property on the
date in question as determined in good faith by a majority of the Disinterested
Directors.

                  (l)      "Interested Shareholder" shall mean, in respect of
any Business Combination, any person (other than the corporation or any
wholly-owned Subsidiary and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the corporation or any wholly-owned
Subsidiary or any person organized, appointed or established by the corporation
or any wholly-owned Subsidiary for or pursuant to the terms of any such plan)
who or which, as of the date of the first public announcement of such Business
Combination, or on the day immediately prior to the consummation of any such
Business Combination:

                           (i)      is the beneficial owner, directly or
                  indirectly, of Voting Stock entitled to cast ten percent or
                  more of the total number of votes entitled to be cast in
                  respect of all the outstanding shares of Voting Stock in any
                  vote of shareholders which may be taken pursuant to this
                  Article 9; or

                           (ii)     is an Affiliate of the corporation and at
                  any time within two years prior thereto was the beneficial
                  owner, directly or indirectly, of Voting Stock then entitled
                  to cast ten percent or more of the total number of votes
                  entitled to be cast in respect of all the outstanding shares
                  of Voting Stock in any vote of shareholders which may be taken
                  pursuant to this Article 9; or

                           (iii)    is an assignee of or has otherwise succeeded
                  to any shares of Voting Stock of the corporation which were at
                  any time within the two-year period immediately prior to the
                  date in question beneficially owned by any Interested
                  Shareholder, if such assignment or succession shall have
                  occurred in the course of a transaction or series of
                  transactions not involving a public offering within the
                  meaning of the Securities Act of 1933;

provided, however, there shall be disregarded in determining whether a person is
an


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<PAGE>   12

Interested Shareholder in respect of any Business Combination the beneficial
ownership, both direct and indirect, of the voting power of the Voting Stock
owned beneficially by such person or an ancestor of such person on March 9,
1988, which for purposes of this paragraph (l) shall include any beneficial
ownership of Voting Stock resulting from stock splits (including reverse stock
splits), stock dividends or recapitalizations of such Voting Stock occurring
subsequent to March 9, 1988, unless such person has acquired subsequent to
March 9, 1988, other than by gift, devise, bequest or intestate succession,
beneficial ownership, either direct or indirect, of one percent (1%) or more of
the voting power of the outstanding Voting Stock in addition to the Voting Stock
beneficially owned by such person or such person's ancestor on March 9,1988.

                  (m)      A "person" shall mean any individual, firm,
corporation or other entity.

                  (n)      "Protected Stock" means all Voting Stock and all
other shares of capital stock of the corporation having, or which may have upon
the happening of some contingency, the right to vote for the election of some or
all of the directors of the corporation, regardless of whether at the time in
question such shares then have a present right to so vote.

                  (o)      "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the corporation.

                  (p)      "Voting Stock" means, at any time, all shares of
capital stock of the corporation entitled to vote generally in the election of
directors, which shares shall be considered for the purpose of any vote required
by this Article 9 as, and shall vote together in any such vote as, one class. In
any vote required by this Article 9, the holder of each share of Voting Stock
shall be entitled to cast with respect to such share the same number of votes as
such holder could cast generally in the election of each director with respect
to such share.

                  (q)      In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be received"
as used in clauses (i) and (ii) of paragraph (b) of Section 9.03 of this Article
9 shall include the shares of Common Stock and/or the shares of any other class
of outstanding Protected Stock retained by the holders of such shares.

         Section 9.02. Higher Vote for Certain Business Combinations. In
addition to any affirmative vote required by law or these Restated Articles of
Incorporation, and except as otherwise expressly provided in Section 9.03 of
this Article 9, any Business Combination shall require the affirmative vote of
at least seventy-five percent (75%) of the total number of votes entitled to be
cast in respect of all the outstanding shares of Voting Stock. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that some lesser percentage or separate class vote may be specified, by law or
under the rules of, or in any agreement with, any United States securities
exchange registered under the Securities Exchange Act of 1934, or any successor
act thereto, on which any of the Voting Stock is listed, or otherwise.

         Section 9.03. When Higher Vote Is Not Required. The provisions of
Section 9.02 of this Article 9 shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law and any


                                      -10-
<PAGE>   13

other Article of these Restated Articles of Incorporation, if all of the
conditions specified in either of the following paragraphs (a) and (b) are met:

                  (a)      Approval by the Disinterested Director. The Business
Combination shall have been approved, either specifically or as a transaction
which is within an approved category of transactions, by a majority of the
Disinterested Directors (whether such approval is made prior to or subsequent to
the acquisition of, or announcement or public disclosure of the intention to
acquire, beneficial ownership of the Voting Stock that caused or will cause the
Interested Shareholder to become an Interested Shareholder).

                  (b)      Price and Procedure Requirements. All of the
following conditions shall have been met:

                           (i)      Common Stock. The aggregate amount of the
                  cash and the Fair Market Value as of the Consummation Date of
                  consideration other than cash to be received by holders of the
                  Common Stock of the corporation in such Business Combination,
                  computed on a per share basis, shall be at least equal to the
                  higher of the following:

                  (A)      (if applicable) the highest per share price
                           (including any brokerage commissions, transfer taxes
                           and soliciting dealers' fees) paid by the Interested
                           Shareholder for any shares of Common Stock acquired
                           by the Interested Shareholder (I) within the two-year
                           period immediately prior to the Announcement Date or
                           (II) in the transaction or transactions by which the
                           Interested Shareholder became an Interested
                           Shareholder, as adjusted for any subsequent stock
                           split, stock dividend; subdivision or
                           reclassification with respect to the Common Stock,
                           whichever is higher; or

                  (B)      the Fair Market Value per share of the Common Stock
                           on the Announcement Date or the Determination Date,
                           as adjusted for any subsequent stock split, stock
                           dividend, subdivision or reclassification with
                           respect to the Common Stock, whichever is higher.

                           (ii)     Protected Stock. The aggregate amount of the
                  cash and the Fair Market Value as of the Consummation Date of
                  consideration other than cash to be received per share by
                  holders of shares of any other class of outstanding Protected
                  Stock regardless of whether the Interested Shareholder has
                  previously acquired any shares of a particular class of such
                  Protected Stock shall be at least equal to the highest of the
                  following:

                  (A)      (if applicable) the highest per share price
                           (including any brokerage commissions, transfer taxes
                           and soliciting dealers' fees) paid by the Interested
                           Shareholder for any shares of such class of Protected
                           Stock acquired by the Interested Shareholders (I)
                           within the two-year period immediately prior to the
                           Announcement Date or (II) in the transaction or
                           transactions by which the Interested Shareholder
                           became an Interested Shareholder, as adjusted for any
                           subsequent stock split, stock dividend, subdivision
                           or reclassification with respect to such Protected
                           Stock, whichever is higher;


                                      -11-
<PAGE>   14

                  (B)      the highest preferential amount per share to which
                           the holders of shares of such class of Protected
                           Stock are entitled in the event of any voluntary or
                           involuntary liquidation, dissolution or winding up of
                           the corporation, regardless of whether the Business
                           Combination to be consummated constitutes such an
                           event; or

                  (C)      the Fair Market Value per share of such class of
                           Protected Stock on the Announcement Date or the
                           Determination Date, as adjusted for any subsequent
                           stock split, stock dividend, subdivision or
                           reclassification with respect to such Protected
                           Stock, whichever is higher.

                           (iii)    Form of Consideration. The consideration to
                  be received by holders of a particular class or series of
                  outstanding Protected Stock (including Common Stock) shall be
                  in cash or in the same form paid by or on behalf of the
                  Interested Shareholder for shares of such class of Protected
                  Stock prior to the Consummation Date. If there have been
                  varying forms of the consideration so paid for shares of any
                  class of Protected Stock, the form of consideration to be
                  received by the holders of such class of Protected Stock shall
                  be either cash or the form used to acquire the largest number
                  of shares of such class of Protected Stock previously so
                  acquired.

                           (iv)     Maintain Dividends. After such Interested
                  Shareholder has become an Interested Shareholder and prior to
                  the consummation of such Business Combination: (A) except as
                  approved by a majority of the Disinterested Directors, there
                  shall have been no failure to declare and pay at the regular
                  date therefor any full quarterly dividends (whether or not
                  cumulative) on any outstanding Preferred Stock of the
                  corporation; and (B) there shall have been (I) no reduction in
                  the annual rate of dividends paid on the Common Stock except
                  as necessary to reflect any subdivision of the Common Stock,
                  except as approved by a majority of the Disinterested
                  Directors, and (II) an increase in such annual rate of
                  dividends as necessary to reflect any reclassification
                  (including any reverse stock split), recapitalization,
                  reorganization or any similar transaction which has the effect
                  of reducing the number of outstanding shares of the Common
                  Stock unless the failure so to increase such annual rate is
                  approved by a majority of the Disinterested Directors.

                           (v)      Acquisition of Additional Shares. After such
                  Interested Shareholder has become an Interested Shareholder
                  and prior to the consummation of such Business Combination,
                  such Interested Shareholder shall not have become the
                  beneficial owner of any additional shares of Voting Stock
                  except (A) as part of the transaction which results in such
                  Interested Shareholder becoming an Interested Shareholder or
                  (B) in a transaction which would not result in any increase in
                  the percentage of beneficial ownership by the Interested
                  Shareholder of any class or series of Voting Stock.

                           (vi)     No Disproportionate Benefits. After such
                  Interested Shareholder has become an Interested Shareholder,
                  such Interested Shareholder shall not have received the
                  benefit, directly or indirectly (except proportionately as a
                  shareholder), of any loans, advances, guarantees, pledges or
                  other financial assistance or any tax credits or other tax
                  advantages provided by the corporation, whether in
                  anticipation of or in connection with such Business
                  Combination or otherwise.


                                      -12-
<PAGE>   15

                           (vii)    Furnish Information. A proxy or information
                  statement describing the proposed Business Combination' and
                  complying with the requirements of the Securities Exchange Act
                  of 1934 and the rules and regulations thereunder (or any
                  subsequent provisions replacing such Act, rules or
                  regulations) shall be mailed to all shareholders of the
                  corporation at least thirty days prior to the consummation of
                  such Business Combination (whether or not such proxy or
                  information statement is required to be mailed pursuant to
                  such Act or any such subsequent provisions). Such proxy or
                  information statement shall contain on the first page thereof,
                  in a prominent place, any statement as to the advisability (or
                  inadvisability) of the Business Combination that the
                  Disinterested Directors, or any of them, may choose to make.

                           (viii)   Absence of Certain Changes. Such Interested
                  Shareholder shall not have made any substantial change in the
                  business or equity capital structure of the corporation
                  without the approval of a majority of the Disinterested
                  Directors.

         Section 9.04. Powers of Board of Directors. A majority of the
Disinterested Directors of the corporation shall have the power and duty to
determine for the purposes of this Article 9 on the basis of the information
known to them after reasonable inquiry, (1) the number of shares of Voting Stock
beneficially owned by any person, (2) whether a person is an Interested
Shareholder or is an Affiliate or Associate of another person, (3) whether a
person has an agreement, arrangement or understanding with another as to the
matters referred to in paragraph (d) of Section 9.01 of this Article 9, (4)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the corporation or any Subsidiary in any Business Combination has, an aggregate
Fair Market Value of $1,000,000 or more, or (5) whether the requirements of
paragraph (a) or (b) of Section 9.03 of this Article 9 have been met with
respect to any Business Combination.

         Section 9.05. No Effect on Fiduciary Obligations of Interested
Shareholders. Nothing contained in this Article 9 shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.

         Section 9.06. No Fiduciary Duty Imposed on Board. The fact that any
Business Combination complies with the foregoing sections of this Article 9
shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board, or any member thereof, to approve such Business
Combination or recommend its adoption or approval to the shareholders of the
corporation nor shall such compliance limit, prohibit or otherwise restrict in
any manner the Board, or any member thereof, with respect to evaluations of or
actions and responses taken with respect to such Business Combination.

         Section 9.07. Amendment, Repeal, Etc. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of the
corporation), the affirmative vote of at least seventy-five percent (75%) of the
total number of votes entitled to be cast in respect of all of the outstanding
shares of Voting Stock shall be required to amend, alter, change or repeal, or
to adopt any provision as part of these Restated Articles of Incorporation
inconsistent with, this Article 9.


                                      -13-
<PAGE>   16

         Each article set forth above amends the corresponding provision of the
original Articles of Incorporation as theretofore amended, and the Restated
Articles of Incorporation, which amend in its entirety the original Articles of
Incorporation of the corporation and all amendments thereto, supercede the
original Articles of Incorporation and all amendments thereto.


                                      -14-
<PAGE>   17

                                   APPENDIX I

         In accordance with the provisions of Articles 2 and 12 of Chapter 2A of
Title 10 of the Code of Alabama of 1975 and the provisions of Article 4 of the
Restated Articles of Incorporation, as amended, of Russell Corporation, an
Alabama corporation, the Corporation hereby certifies that the following
resolutions were duly adopted by the Board of Directors of the Corporation by
action by written consent of said Board of Directors dated October 15, 1988:

                  "RESOLVED, that pursuant to the authority conferred upon the
         Board of Directors of Russell Corporation (the "Corporation") by
         Article 4 of the Restated Articles of Incorporation, as amended, of the
         Corporation (the "Restated Articles"), said Board of Directors hereby
         fixes and determines the voting rights and designations, preferences,
         qualifications, privileges, limitations, restrictions, options, and
         other special and relative rights of 1,150,000 shares out of the class
         of 10,000,000 shares of authorized preferred stock, par value $.01 per
         share (such class being the "Preferred Stock"), by establishing and
         designating an initial series of such Preferred Stock as follows:

                           SECTION 1. Designation. The distinctive serial
                  designation of this series of Preferred Stock shall be "1988
                  10% Cumulative Preferred Stock" (hereinafter the "1988
                  Preferred Stock"). Each share of 1988 Preferred Stock shall
                  rank on a parity with or senior to any other series of
                  Preferred Stock and senior to any "junior stock" (herein
                  defined) as herein provided, in the payment of dividends and
                  in the dissolution or winding up of the Corporation.

                           SECTION 2. Number of Shares. The 1988 Preferred Stock
                  shall consist of 1,150,000 shares, which number shall not be
                  increased but may be decreased from time to time by a
                  resolution or resolutions of the Board of Directors. Shares of
                  1988 Preferred Stock redeemed or purchased by the Corporation
                  shall be cancelled and shall revert to authorized but unissued
                  shares of Preferred Stock, undesignated as to series, subject
                  to reissuance by the Corporation as shares of Preferred Stock
                  of any one or more series other than the 1988 Preferred Stock.

                           SECTION 3. Dividends. (a) Up to and through June 30,
                  1992, the annual dividends payable on shares of 1988 Preferred
                  Stock shall be $1.00 per share, payable in equal quarterly
                  amounts on March 31, June 30, September 30 and December 31 in
                  each year (each a "Dividend Payment Date") commencing December
                  31, 1988. The Corporation shall pay dividends on the 1988
                  Preferred Stock to the registered holders at the close of
                  business on the 15th day of March, June, September and
                  December next preceding the Dividend Payment Date. The amount
                  of dividends payable for each dividend period and for any
                  period shorter than a full dividend period shall be computed
                  on the basis of a 360-day year of twelve 30-day months;
                  provided, the quarterly dividend that is first paid on the
                  1988 Preferred Stock after the date of its issuance shall be
                  equal to the amount, per share, of $0.25 less the amount, if
                  any, not to exceed $0.25, that was paid or is payable with
                  respect to the shares of the 1987 Preferred Stock of Quality
                  Mills, Inc., a North Carolina corporation, that are, pursuant
                  to the Plan and Agreement of Merger between the Corporation, a
                  subsidiary thereof, and Quality Mills, Inc., converted into
                  shares of the 1988 Preferred Stock, for the quarterly dividend
                  period that commenced on the April 1, July 1, October 1 or
                  January 1 that next preceded the date of the issuance of the
                  1988 Preferred Stock.

                           (b)      On or before May 15, 1992 and on or before
                  each May 15 thereafter, the Corporation (i) shall by action of
                  the Board of Directors, establish the dividend rate for the
                  1988 Preferred Stock for the one-year period commencing July 1
                  (the "One-Year Period") of the year in which such dividend
                  rate is established (the "Adjusted Dividend


                                      -15-
<PAGE>   18

                  Rate") and (ii) shall cause Written notice of the Adjusted
                  Dividend Rate to be mailed to each person who was a registered
                  holder of the 1988 Preferred Stock at the close of business on
                  a date not more than five business days prior to the date of
                  said notice. The dividend rate may be adjusted by the
                  Corporation annually pursuant to this Section 3(b), but the
                  Corporation may, in its sole discretion, elect not to make a
                  change in the dividend rate in any year. In the event that the
                  Corporation shall not make a change in the dividend rate, the
                  dividend rate for the immediately preceding One-Year Period
                  shall continue as the Adjusted Dividend Rate. The dividend
                  rate in any year commencing on or after July 1, 1992, whether
                  or not adjusted, need not reflect the current market
                  conditions or interest rates prevailing at such times;
                  provided, however, that the amount of the annual dividend
                  established for the One-Year Periods commencing July 1, 1992
                  and July 1, 1993 shall not be lower than the amount that would
                  be obtained by multiplying (i) the percentage interest rate
                  being paid on one year certificates of deposit having no
                  minimum denomination as generally announced by AmSouth Bank,
                  N.A., Birmingham, Alabama, or any successor to the banking
                  business of said bank, on the May 1 immediately preceding the
                  beginning of each such One-Year Period, or if such May 1 is
                  not a business day, on the next business day thereafter, by
                  (ii) $10.00.

                           (c)      Dividends on the shares of the 1988
                  Preferred Stock shall accrue and be cumulative from the first
                  date of original issuance of any shares thereof. Such
                  dividends shall be deemed to accrue from day to day regardless
                  of whether or not the Corporation shall have funds or assets
                  available for the payment of such dividends, but accumulation
                  of dividends on shares of 1988 Preferred Stock shall not bear
                  interest. The holders of 1988 Preferred Stock, in preference
                  to the holders of any junior stock, shall be entitled to
                  receive, as and when declared by the Board of Directors out of
                  any funds legally available therefor, cumulative preferential
                  cash dividends at the rate fixed or established in Section
                  3(a) or 3(b) hereof. No dividends shall be declared or paid or
                  set apart for payment on any junior stock for any period
                  unless full cumulative dividends have been or
                  contemporaneously are declared and paid (or declared and a sum
                  sufficient for the payment thereof set apart for such payment)
                  on the 1988 Preferred Stock for all dividend payment periods
                  terminating on or prior to the date of payment of such
                  dividends. When dividends are not paid in full upon the 1988
                  Preferred Stock and upon any other stock ranking on a parity
                  as to dividends with the 1988 Preferred Stock, all dividends
                  declared upon shares of the 1988 Preferred Stock and any other
                  stock ranking on a parity as to dividends shall be declared
                  pro rata so that in all cases the amount of dividends declared
                  per share on the 1988 Preferred Stock and such other stock
                  shall bear to each other the same ratio that accumulated
                  dividends per share on the shares of the 1988 Preferred Stock
                  and such other stock bear to each other.

                           Except as provided in the preceding sentence, unless
                  full cumulative dividends on the 1988 Preferred Stock have
                  been paid or sufficient funds for such payment set aside, no
                  dividends (other than in Common Stock or another stock ranking
                  junior to the 1988 Preferred Stock as to dividends and
                  liquidation rights) may be declared or paid or set aside for
                  payment or other distribution made upon the Common Stock or on
                  any other stock of the Corporation ranking junior to or on
                  parity with the 1988 Preferred Stock as to dividends or
                  liquidation rights, nor may any Common Stock or any other
                  stock of the Corporation ranking junior to or on a parity with
                  the 1988 Preferred Stock as to dividends be redeemed or
                  purchased (nor any payment made to or available for a sinking
                  fund for the redemption of any shares of such stock) by the
                  Corporation (except by conversion into or exchange for stock
                  of the Corporation ranking junior to the 1988 Preferred Stock
                  as to dividends and liquidation rights).

                           Any dividend on the 1988 Preferred Stock may be paid
                  by the Corporation's check mailed to the holders entitled
                  thereto at their respective last addresses appearing on the
                  Corporation's stock books.


                                      -16-
<PAGE>   19

                           SECTION 4. No Preemptive Rights. No holder of shares
                  of 1988 Preferred Stock shall be entitled as of right to
                  subscribe for or purchase any additional or increased stock of
                  the Corporation of any class, whether now or hereafter
                  authorized, including treasury stock, or obligations
                  convertible into any class of stock, or stock of any class
                  convertible into stock of any other class, or obligations,
                  stock or other securities carrying warrants or rights to
                  subscribe to stock of the Corporation of any class, whether
                  now or hereafter authorized, but any and all shares of stock,
                  bonds, debentures or other securities or obligations, whether
                  or not convertible into stock or carrying warrants entitling
                  the holders thereof to subscribe to stock, may be issued, sold
                  or disposed of from time to time by authority of the Board of
                  Directors of the Corporation to such persons, firms or
                  corporations and for such consideration, as far as it may be
                  permitted by law, as the Board of Directors shall from time to
                  time determine.

                           SECTION 5. Liquidation Preference. In the event of
                  any voluntary or involuntary liquidation, dissolution or
                  winding up of the Corporation, then, before any distribution
                  or payment shall be made to the holders of any junior stock,
                  the holders of 1988 Preferred Stock shall be entitled to be
                  paid in full in an amount equal to $10.00 per share plus
                  accrued and unpaid dividends to such distribution or payment
                  date, whether or not earned or declared.

                           If, upon any liquidation, dissolution or winding up
                  of the Corporation, such payment shall have been made in full
                  to holders of 1988 Preferred Stock, the remaining assets and
                  funds of the Corporation shall be distributed among the
                  holders of the junior stock, according to their respective
                  rights and preferences and in each case according to their
                  respective shares, and the holders of 1988 Preferred Stock
                  shall not be entitled to any further participation in any
                  distribution of assets by the Corporation. If, upon any
                  liquidation, dissolution or winding up of the Corporation,
                  such payment shall not have been made in full to the holders
                  of all outstanding shares of the 1988 Preferred Stock, the
                  holders of the 1988 Preferred Stock and all other classes or
                  series of stock of the Corporation ranking on a parity
                  therewith in the distribution of assets shall share ratably in
                  any distribution of assets in proportion to the full
                  respective preferential amounts to which they would otherwise
                  be entitled. Nothing herein contained shall be deemed to
                  prevent redemption of 1988 Preferred Stock by the Corporation
                  in the manner provided in Sections 6 and 7 below. Neither the
                  consolidation nor the merger of the Corporation with or into
                  any other corporation or corporations, nor a reorganization of
                  the Corporation alone, nor the sale or transfer of all or any
                  part of its assets, shall be deemed a liquidation, dissolution
                  or winding up of the Corporation within the meaning of the
                  foregoing provisions of this Section 5.

                           Written notice of any voluntary or involuntary
                  dissolution, liquidation or winding up of the affairs of the
                  Corporation, stating a payment date and the place where the
                  distributable amounts shall be payable shall be given in
                  accordance with the procedures set forth in Section 6 below.

                           SECTION 6. Redemption at Option of Corporation. On or
                  after December 31, 1993, the Corporation may, at the option of
                  the Board of Directors, redeem the then outstanding 1988
                  Preferred Stock, in whole or from time to time in part, upon
                  not less than 30 nor more than 60 days' written notice to the
                  persons who were registered holders of the 1988 Preferred
                  Stock at the close of business on a date not more than five
                  business days prior to the date of said notice at a price of
                  $10.00 per share plus accrued and unpaid dividends to the date
                  of redemption, whether or not earned or declared.

                           If less than all the outstanding shares of 1988
                  Preferred Stock are to be redeemed, the shares to be redeemed
                  shall be determined by lot or pro rata in such manner as the
                  Board of Directors shall deem fair and appropriate. Notice of
                  every redemption of


                                      -17-
<PAGE>   20

                  shares of the 1988 Preferred Stock, specifying the date fixed
                  for said redemption and the place where the amount to be paid
                  upon redemption is payable, shall be mailed by first class
                  mail, postage prepaid, addressed to the holders of record of
                  the shares to be redeemed at their respective last addresses
                  as they shall appear on the stock books of the Corporation.
                  Such mailing shall be at least 30 days and not more than 60
                  days prior to the date fixed for redemption. Any notice which
                  is mailed in the manner therein provided shall be conclusively
                  presumed to have been given, whether or not the shareholder
                  receives such notice, and failure to give such notice by mail,
                  or any defect in such notice, to any holder of shares of 1988
                  Preferred Stock designated for redemption shall not affect the
                  validity of the redemption of any other shares of 1988
                  Preferred Stock.

                           If notice of redemption shall have been duly mailed
                  and if, on or before the redemption date specified in the
                  notice, the redemption price, together with accrued dividends
                  to the date fixed for redemption, shall have been set aside by
                  the Corporation, separate and apart from its other funds, in
                  trust for the pro rata benefit of the holders of the shares so
                  called for redemption, so as to be and continue to be
                  available therefor, and then, from and after the date of
                  redemption so designated, notwithstanding that any certificate
                  for shares of 1988 Preferred Stock so called for redemption
                  shall not have been surrendered for cancellation, the shares
                  represented thereby shall no longer be deemed outstanding, the
                  dividends thereon shall cease to accrue and accumulate, and
                  all rights with respect to the shares of 1988 Preferred Stock
                  so called for redemption shall forthwith on the redemption
                  date cease and terminate, except only the right of the holders
                  thereof to receive the redemption price of the shares so
                  redeemed, plus accrued dividends to the redemption date but
                  without interest, upon surrender of their certificates for the
                  1988 Preferred Stock.

                           SECTION 7. Redemption at Option of Shareholders. The
                  1988 Preferred Stock shall be redeemable at the option of the
                  holders thereof, in whole or in part, commencing on June 30,
                  1992 and on each June 30 thereafter at a price of $10.00 per
                  share plus accrued and unpaid dividends to the date of the
                  redemption payment, whether or not earned or declared. In
                  order for the 1988 Preferred Stock to be redeemed pursuant to
                  this Section 7, the redemption agent designated by the Board
                  of Directors of the Corporation ("Redemption Agent") must
                  receive at its office designated for such purpose on or before
                  the June 15 (or, if such June 15 is not a business day, the
                  next succeeding business day), but not earlier than the May 15
                  prior to the redemption date, b(i) such 1988 Preferred Stock
                  certificate(s) with the form entitled "Notice of Election to
                  Redeem" on the reverse of the certificate(s) duly completed,
                  or (ii) a telegram, telex, facsimile transmission or letter
                  from a member of a national securities exchange or the
                  National Association of Securities Dealers, Inc., or a
                  commercial bank or a trust company in the United States of
                  America setting forth the name and address and telephone
                  number of the shareholder of such 1988 Preferred Stock, the
                  total number of shares represented by such certificate and the
                  number of such shares to be redeemed, a statement that the
                  option to elect redemption is being exercised thereby and a
                  guarantee that the certificates representing the shares of
                  1988 Preferred Stock to be redeemed with the form entitled
                  "Notice of Election to Redeem" on the reverse of such
                  certificates duly completed will be received by Redemption
                  Agent not later than five business days after the date of such
                  telegram, telex, facsimile transmission or letter, (and such
                  certificates and form duly completed are received by
                  Redemption Agent by such fifth business day). Any such notice
                  received by Redemption Agent on or after the May 16 preceding
                  such June 15 shall be irrevocable.

                           This redemption option may be exercised by the
                  holders of the 1988 Preferred Stock for less than the entire
                  number of shares owned, provided that a minimum of 100 shares
                  or any whole multiple thereof are tendered for redemption,
                  unless the


                                      -18-
<PAGE>   21

                  shareholder owns fewer than 100 shares, in which case all
                  shares owned by shareholder must be tendered for redemption.
                  All questions as to the validity, eligibility (including time
                  of receipt) and acceptance of any certificates for 1988
                  Preferred Stock for redemption and any notice of revocation
                  will be determined by Redemption Agent, whose determination
                  shall be final and binding.

                           So long as any shares of the 1988 Preferred Stock
                  shall be outstanding, the Corporation shall have appointed and
                  shall maintain a Redemption Agent and shall advise any holder
                  of the 1988 Preferred Stock, upon request, of the name and
                  designated office of such Redemption Agent. The Board of
                  Directors may remove any Redemption Agent so appointed at any
                  time, but in such event, or in the event of any resignation of
                  the appointed Redemption Agent or its failure or inability for
                  any reason to act as such, the Board of Directors shall
                  appoint a successor Redemption Agent. If at any time no
                  Redemption Agent shall have been appointed and be acting as
                  such, the Corporation itself shall be deemed the Redemption
                  Agent and the Corporation's principal office shall be deemed
                  the designated office of the Redemption Agent.

                           SECTION 8. Limitation on Redemption. Notwithstanding
                  Sections 6 and 7, the Corporation shall not be obligated to
                  redeem the 1988 Preferred Stock at any time at which, and to
                  the extent that, the Corporation is prohibited by applicable
                  law from effecting such redemption; provided, that in such
                  case, the Corporation shall redeem all shares of the 1988
                  Preferred Stock duly tendered for redemption as soon
                  thereafter as such redemption is permitted by applicable law,
                  and to the extent that redemption of less than all of the
                  shares of 1988 Preferred Stock duly tendered for redemption is
                  permitted by applicable law to be redeemed, the Corporation
                  shall redeem such shares pro rata by holder.

                           SECTION 9. No Sinking Fund. The shares of 1988
                  Preferred Stock shall not be subject to the operation of a
                  purchase or sinking fund.

                           SECTION 10. Voting Rights. Except as provided herein
                  and as otherwise provided by law, the holders of the 1988
                  Preferred Stock shall have no voting rights. If the equivalent
                  of six quarterly dividends payable on the 1988 Preferred
                  Stock, or on any other series of outstanding preferred stock
                  of the Corporation ranking on a parity with the 1988 Preferred
                  Stock as to dividends or liquidation rights, are in arrears,
                  the number of directors holding office of the Corporation
                  shall be increased by two and the holders of outstanding 1988
                  Preferred Stock, together with the holders of any other
                  outstanding series of preferred stock having substantially
                  identical voting rights (hereinafter "Other Preferred Stock"),
                  voting as a single class without regard to series, shall be
                  entitled to elect the additional two directors until all
                  dividends in arrears have been paid in full to the end of the
                  last preceding quarterly dividend period. When the voting
                  rights of this Section 10 shall have vested in the holders of
                  the 1988 Preferred Stock, a special meeting to elect the
                  additional directors may be called by the Chairman of the
                  Board or the President of the Corporation or by the holders of
                  25% or more of the classes of preferred stock affected. Such
                  additional directors shall be nominated by the holders of the
                  1988 Preferred Stock and the holders of Other Preferred Stock,
                  if any, and shall be elected by a plurality of the votes cast.
                  Such limited voting rights shall not limit or restrict the
                  right of the Corporation from time to time to increase or
                  decrease the number of directors which the Corporation shall
                  have.

                           Any director who shall have been elected pursuant to
                  this Section 10 shall hold office for a term expiring (subject
                  to the earlier termination of the default in dividends) at the
                  next annual meeting of shareholders, and during such term may
                  be removed at any time, either with or without cause, unless
                  otherwise provided by law, by, and only by, the affirmative
                  votes of the holders of record of a majority of the
                  outstanding


                                      -19-
<PAGE>   22

                  shares of the 1988 Preferred Stock and Other Preferred Stock
                  given at a special meeting of such shareholders called for
                  that purpose, and any vacancy created by such removal may also
                  be filled at such meeting. A meeting for the removal of a
                  director elected pursuant to this Section 10 and the filling
                  of the vacancy created thereby shall be held upon notice given
                  by the Secretary of the Corporation within 10 days after
                  receipt of a request therefor, signed by the holders of not
                  less than 25% of the outstanding shares of the 1988 Preferred
                  Stock and Other Preferred Stock. Such meeting shall be held at
                  the earliest practicable date thereafter upon the notice
                  required for annual meetings of shareholders.

                           Any vacancy caused by the death or resignation of a
                  director who shall have been elected pursuant to this Section
                  10 may be filled only at a meeting called for such purpose.
                  Such meeting shall be held upon notice given by the Secretary
                  of the Corporation at the earliest practicable date after any
                  such death or resignation and in any event within 10 days
                  after receipt of a written request signed by the holders of
                  record of at least 10% of the outstanding shares of 1988
                  Preferred Stock and Other Preferred Stock upon the notice
                  required for annual meetings of shareholders.

                           If any meeting required by this Section 10 to be
                  called shall not have been called within 10 days after
                  personal service of a written request therefor upon the
                  Secretary of the Corporation or within 15 days after mailing
                  the same within the United States of America by registered
                  mail addressed to the Secretary of the Corporation at its
                  principal office, then the holders of record of at least 10%
                  of the outstanding shares of 1988 Preferred Stock and Other
                  Preferred Stock may designate in writing one of their number
                  to call such meeting at the expense of the Corporation and
                  such meeting may be called by such person so designated upon
                  the notice required for annual meetings of shareholders. Any
                  person so designated shall have access to the stock books of
                  the Corporation for the purpose of causing meetings of
                  shareholders to be called pursuant to these provisions.

                           Any meeting held pursuant to this Section 10 shall be
                  held at the place at which the last annual meeting of
                  shareholders was held. At such meeting, the presence in person
                  or by proxy of the holders of a majority of the outstanding
                  shares of all outstanding 1988 Preferred Stock and Other
                  Preferred Stock shall be required to constitute a quorum; in
                  the absence of a quorum a majority of the holders present in
                  person or by proxy shall have the power to adjourn the meeting
                  from time to time without notice, other than announcement at
                  the meeting, until a quorum shall be present.

                           So long as any shares of the 1988 Preferred Stock are
                  outstanding (a) the Corporation shall not, either directly or
                  indirectly, or through merger or consolidation with any other
                  corporation, without the consent of the holders of at least
                  two-thirds of the then outstanding shares of the 1988
                  Preferred Stock given in person or by proxy, either in writing
                  or by vote at an annual meeting or a special meeting called
                  for the purpose, amend, alter or repeal any of the provisions
                  of the Charter of the Corporation or of this resolution so as
                  to affect adversely the rights, powers or preferences of the
                  1988 Preferred Stock; and (b) the Corporation shall not,
                  without the consent of the holders of at least two-thirds of
                  the then outstanding shares of 1988 Preferred Stock given in
                  person or by proxy, either in writing or by vote at an annual
                  meeting or a special meeting called for that purpose, (i)
                  create or authorize any additional class of stock ranking on a
                  parity with or prior to the Preferred Stock in respect of
                  dividends or distribution of assets on liquidation, (ii)
                  increase the authorized amount of the Preferred Stock, (iii)
                  create or authorize any series of the Preferred Stock ranking
                  prior to the 1988 Preferred Stock in respect of dividends or
                  distribution of assets on liquidation, or (iv) create or
                  authorize any obligation or security convertible into or
                  evidencing the right to purchase shares of stock of any
                  additional class of stock ranking on a parity with or prior to
                  the 1988 Preferred Stock in respect of dividends or


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                  distribution of assets on liquidation, or any series of the
                  Preferred Stock ranking prior to the 1988 Preferred Stock in
                  respect of dividends or distribution of assets on liquidation.

                           SECTION 11. Certain Definitions. As used herein with
                  respect to 1988 Preferred Stock, the following terms shall
                  have the following meanings:

                           (a)      The term "junior stock" shall mean (1) as
                  used in Section 3 above, the Common Stock and any other class
                  or series of stock of the Corporation over which 1988
                  Preferred Stock has preference or priority in the payment of
                  dividends, and (2) as used in Section 5 above, the Common
                  Stock and any other class or series of stock of the
                  Corporation over which 1988 Preferred Stock has preference or
                  priority in the distribution of assets on any liquidation,
                  dissolution or winding up of the Corporation.

                           (b)      The term "accrued dividends", with respect
                  to any share of any class or series, shall mean an amount
                  computed at the annual dividend rate for the class or series
                  of which the particular share is a part, from the date on
                  which dividends on such share became cumulative to and
                  including the date to which such dividends are to be accrued,
                  less the aggregate amount of all dividends theretofore paid
                  thereon.

                           (c)      The term "Common Stock" shall mean the class
                  of stock designated as the common stock of the Corporation at
                  the date of the adoption of this resolution or any other class
                  of stock resulting from successive changes or reclassification
                  of the common stock.

                           (d)      The term "business day" shall mean any day
                  other than a Saturday, Sunday, legal holiday in the State of
                  Alabama or day on which banks in the State of Alabama are
                  generally closed for commercial banking business, and any
                  payment of any dividend on the 1988 Preferred Stock or any
                  redemption price thereof becoming due on any day which is not
                  a business day may be made on the next following business day
                  with the same effect as though made on such due date."


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