The Corporation hereby amends Sections 1(a) and 1(e)(i) of the
Garan, Incorporated Amended and Restated Rights Agreement dated
April 21, 1993, to read as follows:
"1(a) 'Acquiring Person' shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall
at any time become the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding, but shall not include
the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the
terms of any such plan; provided that if such Person, together
with all Affiliates and Associates of such Person, became the
Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding as a result of (i) a decrease in the number of
outstanding shares of Common Stock caused by a transaction
approved by the Continuing Directors or (ii) a merger or other
business combination involving such Person that the Continuing
Directors determine was not effected for the purpose of
increasing such Person's ownership of shares of Common Stock,
then such Person shall not be an Acquiring Person until such time
as both (A) such Person or an Affiliate or Associate of such
Person becomes the Beneficial Owner of one or more additional
shares of Common Stock (other than as the result of a subsequent
transaction described in clause (i) or (ii) above), and (B) such
Person, together with all Affiliates and Associates of such
Person, is then the Beneficial Owner of 20% or more of the shares
of Common Stock then outstanding."
"1(e)(i) that such Person or any of such Person's Affiliates or
Associates own, directly or indirectly, provided that ownership
of shares of Common Stock shall not be attributed to any Person
if, assuming such shares constituted more than 5% of the
outstanding shares of Common Stock, such Person's ownership
thereof would meet the conditions in Rule 13d-1(b)(1) of the
Exchange Act for reporting on Schedule G, rather than Schedule
D;"
Dated: October 1, 2001
