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<page> Certificate of Dissolution of Noel Group, Inc. ***** Noel Group, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That Dissolution Was Authorized by the Board of Directors of the Corporation on May 21, 1996 and Subsequently Approved by the Stockholders of the Corporation on March 19, 1997. Second: That Dissolution Has Been Authorized by the Board of Directors and Stockholders of the Corporation in Accordance With the Provisions of Subsections (A) and (B) of Section 275 of the General Corporation Law of the State of Delaware. Third: That the Name and Address of Each of the Directors and Officers of the Corporation Are as Follows: <table> <caption> Name Title Address - <s> <c> <c> Joseph S. Dimartino Director 22 East 67th Street New York, Ny 10021 Herbert M. Friedman Director 667 Madison Avenue, Suite 2500, New York, Ny 10021 Samuel F. Pryor, III Director 450 Lexington Avenue New York, Ny 10017 James K. Murray, Jr. Director 3501 Frontage Road Tampa, Fl 33607 Stanley R. Rawn, Jr. Director 667 Madison Avenue, Suite 2500, Chief Executive Officer New York, Ny 10021 Todd K. West Vice President - Finance, 667 Madison Avenue, Suite 2500, Chief Financial Officer New York, Ny 10021 and Secretary </Table> <page> in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed by the Undersigned as of the 18th Day of August, 1999. Noel Group, Inc. By: /S/ Todd K. West Todd K. West Chief Financial Officer, Vice President - Finance, Secretary and Treasurer 2
