Exhibit 3.1

**RESTATED CERTIFICATE OF INCORPORATION OF UNITED INDUSTRIAL CORPORATION**

               UNITED INDUSTRIAL CORPORATION, a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

               1.  The name of the corporation is United Industrial Corporation (the “Corporation”) and the name under which the Corporation was originally incorporated is Topp Industries Corporation.

               2.  The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 14, 1959.

               3.  This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation by (a) creating a class of 1,000,000 authorized shares of preferred stock, (b) declassifying the board of directors, (c) eliminating cumulative voting in the election of directors by deleting Paragraph A of Article FOURTH in its entirety and re-lettering the remainder of the Article accordingly, and (d) deleting Article TWELFTH in its entirety and re-numbering the remaining Articles accordingly.  

               4.  The text of the Certificate of Incorporation as amended and supplemented heretofore is further amended to read as herein set forth in full:

|                “**FIRST**.  The name of the Corporation is United Industrial Corporation.                                                                                                                                                                                                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                **SECOND**.  The address of the registered office of the Corporation in the   State of Delaware is 1209 Orange Street, in the City of Wilmington, County of   New Castle. The name and address of the registered agent of the Corporation   in the State of Delaware is The Corporation Trust Company, Corporation Trust   Center, 1209 Orange Street, Wilmington, Delaware 19801. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                **THIRD**.  The nature of the business, or objects or purposes to be   transacted, promoted or carried on are:                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                A.   To manufacture, purchase or otherwise acquire, invest in, own, mortgage,   pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and   deal with aircraft component parts and goods, wares and merchandise and   personal property of every class and description. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                B.   To conduct researches, investigations and examinations of businesses and   enterprises of every kind and description throughout the world with the aim   of securing information and particulars for the investment and employment of   capital. |

1

|   |                C.   To undertake and transact all kinds of business relating to the gathering and   distribution of financial and investment information and statistics   throughout the world.                                                                                                                                                                                                                                                                                                                                                                |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                D.   To carry on the general business of managing and operating businesses,   investment companies, plants, properties, investments, real estate and   tangible and intangible personal property of every class and description in   any of the States, districts, territories or colonies of the United States,   and in any and all foreign countries, subject to the laws of such State,   district, territory, colony or country.                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                E.   To maintain executive and operating personnel for the purpose of advising and   assisting others in accordance with the purposes hereof.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                F.   To furnish plans and programs, to propose policies and generally to advise   and assist under contracts, or otherwise, others in the management of their   businesses, plants, properties, investments, real estate and tangible and   intangible personal property of every class and description.                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                G.   To conduct investigations in the fields of business, engineering, mechanics   and inventions, and to make reports thereon.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                H.   To engage in consultant and advisory work in connection with the   organization, financing, management, operation and reorganization of   industrial and commercial enterprises.                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                I.   To manage and to provide management for and to conduct, operate and supervise   all or part of any and every kind of business and to contract or arrange with   any corporation, association, partnership or individual for the management,   conduct, operation and supervision of all kinds of businesses.                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                J.   To acquire, and pay for in cash, stock or bonds of this Corporation or   otherwise, the good will, rights, assets and property, and to undertake or   assume the whole or any part of the obligations or liabilities of any person,   firm, association or corporation.                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                K.   To apply for, obtain, register, purchase, lease or otherwise acquire, and to   hold, use, pledge, lease, sell, assign, or otherwise dispose of formulae,   secret processes, distinctive marks, improvements, processes, trade names,   trade-marks, copyrights, patents, licenses, concessions and the like, whether   used in connection with or secured under Letters Patent of or issued by any   country or authority; and to issue, exercise, develop and grant licenses in   respect thereof or otherwise turn the same to account. |

2

|   |                L.   To acquire by purchase, subscription or otherwise, and to receive, hold, own,   guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise   dispose of or deal in and with any of the shares of the capital stock, or any   voting certificates in respect of the shares of capital stock, scrip,   warrants, rights, bonds, debentures, notes, trust receipts, and other   securities, obligations, choses in action and evidences of indebtedness or   interest issued or created by any corporations, joint stock companies,   syndicates, associations,  firms,   trusts or persons, public or private, or by the government of the United   States of America, or by any foreign government, or by any state, territory,   province, municipality or other political subdivision or by any governmental   agency, and as owner thereof to possess and exercise all the rights, powersand privileges of ownership, including the right to execute consents and vote   thereon, and to do any and all acts and things necessary or advisable for the   preservation, protection, improvement and enhancement in value thereof. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                M.   To promote, cause to be organized, finance and aid by loan, subsidy, guaranty   or otherwise, any corporation, association, partnership, syndicate, entity,   person, or governmental, municipal or public authority, domestic or foreign,   located in or organized under the laws of any authority in any part of the   world, any security of which is held directly or indirectly by or for the   Corporation, or in the business, financing or welfare of which the   Corporation shall have any interest; and in connection therewith to guarantee   or become surety for the performance of any undertaking or obligation of any   of the foregoing, and to guarantee by endorsement or otherwise the payment of   the principal of, or interest or dividends on, any such security, and   generally to do any acts or things designed to protect, preserve, improve, or   enhance the value of any suchsecurity.                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                N.   To have one or more offices, to carry on all or any of its operations and   business and without restriction or limit as to amount to purchase or   otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,   real and personal property of every class and description in any of the   states, districts, territories or colonies of the United States, and in any   and all foreign countries, subject to the laws of such state, district,   territory, colony or country.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                O.   To enter into any lawful arrangement for sharing profits, union of interest,   reciprocal concession or cooperation with any corporation, association,   partnership, syndicate, entity, person, or governmental, municipal or public   authority, domestic or foreign, located in or organized under the laws of any   authority in any part of the world, in the carrying on of any business which   the Corporation is authorized to carry on, or any business or transaction   deemed necessary, convenient or incidental to carrying out any of the   purposes of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

3

|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                P.   To enter into, make and perform contracts of every kind and description with   any person, firm, association, corporation, municipality, county, state, body   politic or government or colony or dependency thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                Q.   To borrow or raise moneys for any of the purposes of the Corporation and,   from time to time without limit as to amount, to draw, make, accept, endorse,   execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,   debentures and other negotiable or non-negotiable instruments and evidences   of indebtedness, and to secure the payment of any thereof and of the interest   thereon by mortgage upon or pledge, conveyance or assignment in trust of the   whole or any part of the property of the Corporation, whether at the time   owned or thereafter acquired, and to sell, pledge or otherwise dispose of   such bonds or other obligations of the Corporation for its corporate   purposes. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                R.   To lend money, either without any collateral security or on the security of   real or personal property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                S.   To make any guaranty respecting securities, indebtedness, dividends,   interest, contracts or other obligations so far as the same may be permitted   to be done under the laws of the State of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                T.   To purchase or otherwise acquire, hold, sell, pledge, transfer or otherwise   dispose of, and to reissue or cancel the shares of its own capital stock or   any securities or other obligations of the Corporation in the manner and to   the extent now or hereafter permitted by the laws of the State of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                U.   To do everything necessary, proper, advisable or convenient for the   accomplishment of any of the purposes or the attainment of any of the objects   or the furtherance of any of the powers herein set forth and to do every   other act and thing incidental thereto or connected therewith, provided the   same be not forbidden by the laws of the State of Delaware.                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                V.   In general, to carry on any business and to have and exercise all of the   powers conferred by the laws of the State of Delaware; and to do any and all   the acts and things herein set forth to the same extent as natural persons   could do, and in any part of the world, as principal, factor, agent,   contractor, trustee or otherwise, either alone or in syndicates or otherwise   in conjunction with any person, entity, syndicate, partnership, association   or corporation, governmental, municipal, or public authority, domestic or   foreign; to establish and maintain offices and agencies and to exercise all   or any of its corporate powers and rights throughout the world.                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                The   foregoing clauses shall be construed as powers as well as objects and   purposes, and the matters expressed in each clause shall, unless herein   otherwise expressly provided, be in nowise limited by reference to or   inference from the terms of any other clause, but shall be regarded as   independent objects, purposes and powers; |

4

| and the   enumeration of specific objects, purposes and powers shall not be construed   to limit or restrict in any manner the meaning of general terms or the   general powers of the Corporation; nor shall the expression of one thing be   deemed to exclude another not expressed, although it be of like nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                **FOURTH**.  The total number of shares of capital stock which the   Corporation shall have the authority to issue is thirty-one million   (31,000,000) shares, of which thirty million (30,000,000) shares shall be Common   Stock, par value one dollar ($1.00) per share, and one million (1,000,000)   shares shall be Preferred Stock, par value one dollar ($1.00) per share, with   such voting powers, if any, preferences and relative, participating, optional   and other special rights of each such series and the qualifications,   limitations and restrictions thereof, if any, as the Board of Directors   shall, in the exercise of its business judgment, deem advisable. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                A.   No holder of shares of any class of stock of the Corporation shall be   entitled, as such, to any preemptive rights to subscribe for the purchase of   or to receive any part of any issue of shares or of bonds, notes, debentures   or other securities convertible into shares of the Corporation whether now or   hereafter authorized or issued; and the Corporation shall have the right from   time to time, without offering the same to the holders of shares of any class   then outstanding, to issue and sell shares of any class or any such bonds,   notes, debentures or other securities convertible into shares, to such person   or persons as the Board of Directors shall from time to time determine.  As used in this Paragraph A, the   expression “securities convertible into shares” shall be deemed to include   all bonds, notes, debentures or other evidences ofindebtedness to which are   attached, or with which are issued, warrants or other instruments evidencing   the right to purchase or otherwise acquire shares of any class of stock of   the Corporation. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                B.  The number of directors of the Corporation   shall be determined as set forth in the bylaws and may be altered from time   to time as set forth therein, but in no event shall the number of directors   of the Corporation be less than five nor more than twenty. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **               FIFTH**.  The Corporation is to have perpetual   existence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **               SIXTH**.   The private property of the stockholders shall not be subject to the payment   of corporate debts to any extent whatever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **               SEVENTH**.   For the management of the business and for the conduct of the affairs of the   Corporation it is further provided:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                A.   In furtherance and not in limitation of the powers conferred by statute, the   Board of Directors is expressly authorized: |

5

|   |   |                1.   To make, alter or repeal the by-laws of the Corporation, but any by-laws so   made, altered or amended by the Board of Directors may be altered, amended   and repealed by either the Board of Directors or the stockholders of the   Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                2.   To authorize and cause to be executed mortgages and liens upon the real and   personal property of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                3.   By resolution passed by a majority of the whole Board, to designate one or   more committees, each committee to consist of two or more of the directors of   the Corporation, which, to the extent provided in the resolution or in the   by-laws of the Corporation, shall have and may exercise the powers of the   Board of Directors in the management of the business and affairs of the   Corporation, and may authorize the seal of the Corporation to be affixed to   all papers which may require it. Such committee or committees shall have such   name or names as may be stated in the by-laws of the Corporation or as may be   determined from time to time by resolution adopted by the Board of Directors. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                4.   To fix and determine and vary from time to time the amount of working capital   and reserve funds of the Corporation; to determine whether any and, if any,   what part of the net profits of the Corporation or of its surplus or of its   net assets in excess of its capital shall be declared in dividends and paid   to the stockholders, and to direct and determine the use and disposition of   any such net profits or of any such surplus or of any such net assets in   excess of capital.                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                5.   To set apart out of any of the funds of the Corporation available for   dividends on any class of stock of the Corporation a reserve or reserves of   any proper purpose and to abolish any such reserve in the manner in which it   was created.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                6.   To determine, from time to time, whether and to what extent, and at what   times and places and under what conditions and regulations, the accounts and   books of the Corporation (other than the stock ledger) or any of them shall   be open to the inspection of the stockholders, and no stockholder shall have   any right to inspect any account, book or document of the Corporation, except   as conferred by the laws of the State of Delaware, unless authorized by   resolution of the Board of Directors of the Corporation.                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                7.   From time to time, to the extent now or hereafter permitted by the laws of   the State of Delaware, to sell, lease, exchange, or otherwise dispose of any   part of the property and assets of this Corporation which the Board of   Directors deems it expedient and for                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

6

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the best   interests of the Corporation to dispose of, or disadvantageous to continue to   own, without assent of the stockholders by vote or otherwise; and, pursuant   to the written consent of the holders of a majority of the shares of stock   issued and outstanding having voting power, or pursuant to the affirmative   vote of the holders of a majority of stock issued and outstanding having   voting power, given at a stockholders’ meeting duly called for that purpose,   the Board of Directors shall have power and authority, at any meeting, to   sell, lease or exchange all of the property and assets of the Corporation, including   its good-will and its corporate franchises, upon such terms and conditions as   the Board of Directors deems expedient and for the best interests of the   Corporation. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                8.   To remove at any time, for cause or without cause, any officer or employee of   the Corporation, or to confer such power on any Committee or officer;   provided, however, that any officer elected or appointed by the Board of   Directors may be removed only by the affirmative vote of a majority of the   Board of Directors then in office.                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                9.   To establish bonus, profit-sharing or other types of incentive or   compensation plans for the employees (including officers) of the Corporation   and to fix the amount of profits to be distributed or shared and to determine   the persons to participate in any such plans and the amounts of their   respective participations.                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                B.   No director or officer of this Corporation shall, in the absence of fraud and   after disclosure, be disqualified by his office from dealing or contracting   with this Corporation either as vendor, purchaser or otherwise, nor, in the   absence of fraud, shall any transaction or contract of this Corporation be   void or voidable or affected by reason of the fact that any such director or   officer, or in any firm of which any such director or officer is a member or   an employee or any corporation of which any such director or officer is an   officer, director, stockholder or employee, has any interest in such   transaction or contract, whether or not adverse to the interest of the   Corporation, even though the vote of the director or directors or officer or   officers having such interest shall have been necessary to obligate the   Corporation upon such contract ortransaction; and no director or directors   or officer or officers having such interest shall be liable to the   Corporation or to any stockholder or creditor thereof or to any other person   for any loss incurred by it under or by reason of any such contract or   transaction; or shall any such director or directors or officer or officers   be accountable for any gains or profits realized thereon. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                C.   Any contract, transaction or act of the Corporation or of the Board of   Directors or any Committee which shall be approved, ratified or adopted by a   majority of quorum of the stockholders entitled to vote at any annual meeting   or at any special meeting called for such purpose, shall be as valid and   binding as though ratified by every stockholder of the Corporation, provided,   however, that the fact that any such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

7

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | contract,   transaction or act shall not have been so approved, ratified or adopted,   shall not be deemed in any way to invalidate the same or to deprive the   Corporation, its directors or officers, of their right to proceed with such   contract, transaction or action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                D.   The Corporation shall indemnify any and all of its directors or officers or   former directors or officers or any person who may have served at its request   as a director or officer of another corporation in which the Corporation owns   shares of capital stock or of which it is a creditor against expenses   actually and necessarily incurred by them in connection with the defense of   any action, suit or proceeding in which they, or any of them, are made   parties, or a party, by reason of being or having been directors or officers   or a director or officer of the Corporation, or of such other corporation,   except in relation to matters as to which any such director or officer or   former director or officer or person shall be adjudged in such action, suit   or proceeding to be liable for negligence or misconduct in the performance of   duty. Such indemnification shallnot be deemed exclusive of any other rights   to which those indemnified may be entitled under any by-law, agreement, vote   of stockholders, or otherwise. The Corporation shall have the right to   intervene in and to defend all such actions, suits or proceedings brought   against any such director or officer or former director or officer or person.   Whenever in this paragraph a director or officer or former director or   officer or a person is referred to, such reference shall be inclusive of his   heirs, executors and administrators. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                E.   Each director of the Corporation and each member of any committee designated   by the Board of Directors shall, in the performance of his duties, be fully   protected in relying in good faith upon the books of account or reports made   to the Corporation by any of its officials, or by an independent certified   public accountant, or by an appraiser, selected with reasonable care by the   Board of Directors or by any such committee, or in relying in good faith upon   other records of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                F.   At all meetings of stockholders the voting for the election of directors may   be viva voce, but any qualified voter may demand a stock vote whereupon such   stock vote shall be taken by ballot, each of which shall state the name of   the stockholder voting and the number of shares voted by him, and if such   ballot be cast by proxy, it shall also state the name of such proxy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                This   Corporation may by its by-laws confer powers on the Board of Directors in   addition to the foregoing and in addition to the powers and authorities   expressly conferred by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                **EIGHTH**.Whenever a compromise or arrangement is proposed between this Corporation andits creditors or any class of them and/or between this Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of thisCorporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for this Corporationunder the provisions of section 291 of Title 8 of the Delaware Code or on theapplication of trustees in dissolution or of any receiver or |

8

| receivers appointedfor this Corporation under the provisions of section 279 of Title 8 of theDelaware Code order a meeting of the creditors or class of creditors, and/or ofthe stockholders or class of stockholders of this Corporation, as the case maybe, to be summoned in such manner as the said court directs. If a majority innumber representing three-fourths in value of the creditors or class ofcreditors, and/or of the stockholders or class of stockholders of thisCorporation, as the case may be, agree to any compromise or arrangement and toany reorganization of this Corporation as consequence of such compromise orarrangement, the said compromise or arrangement and the said reorganizationshall, if sanctioned by the court to which the said application has been made,be binding on all the creditors or class of creditors, and/or on all thestockholders or class of stockholders, of this Corporation, as the case may be,and also on this Corporation.                                                                                                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                **NINTH**.  Meetings of stockholders and directors may be held outside the   State of Delaware, if the by-laws so provide. The books of the Corporation   may be kept (subject to any provision contained in the statutes) outside the   State of Delaware at such place or places as may be designated from time to   time by the Board of Directors or in the by-laws of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                **TENTH**.  The Board of Directors may from time to time offer for   subscription, or otherwise issue or sell, or grant options for the   subscription to or purchase of, any or all of the authorized stock of the   Corporation not then issued or which may have been issued and reacquired as Treasury   stock by the Corporation, except as provided in Article FOURTH, and any or   all of any increased stock of any class that may hereafter be authorized, for   such consideration as the directors may determine. The Board of Directors   may, at the time of such issue and sale, or at the time of granting of such   options, specify in amount or value the part of the consideration received on   such issue and sale over and above the par value of such stock, which shall   be capital, and which shall be surplus, respectively. Bonds, debentures,   certificates ofindebtedness, or other securities may be issued, sold or   disposed of pursuant to resolution of the Board of Directors, for such   consideration and upon such terms and conditions as may be deemed advisable   by the Board of Directors in the exercise of its discretion. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                **ELEVENTH**. If so determined by the   Board of Directors, the Corporation may from time to time receive money   and/or other property as a contribution to surplus, which contribution may   consist of an undivided part of moneys and/or other property, for another   undivided part of which money and/or other property, bonds, debentures,   obligations and/or shares of stock, with and/or without par value, of any   class or classes of the Corporation are issued. Against any surplus there may   be charged from time to time any losses incurred by the Corporation or any   items of debt or stock discount and expense. Such surplus may also be reduced   from time to time by dividends or by transfer to capital or to some other   appropriate account, and the amount of capital may be increased from time to   time by the capitalization of surplus or net profits without theissuance of   additional shares.                                                                                                                                                                                                                                       |

9

|                **TWELFTH**. The Corporation reserves the   right to create any additional    referred or special stocks or to amend, alter, change or repeal any   provisions contained in this instrument, or any amendment of the provisions   thereof, in the manner now or hereafter provided by the laws of the State of   Delaware, and all rights of the stockholders of the Corporation, except as in   this instrument otherwise provided, are granted subject to these   reservations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                **THIRTEENTH**.  No director shall be personally liable to the Corporation or   any stockholder for monetary damages for breach of fiduciary duty as a   director, except for any matter in respect of which such director shall be   liable under Section 174 of Title 8 of the Delaware Code (relating to the   Delaware General Corporation Law) or any amendment thereto or successor   provision thereto or shall be liable by reason that, in addition to any and   all other requirements for such liability, he (i) shall have breached his   duty of loyalty to the Corporation or its stockholders, (ii) shall not have   acted in good faith or, in failing to act, shall not have acted in good   faith, (iii) shall have acted in a manner involving intentional misconduct or   a knowing violation of law or, in failing to act, shall have acted in a   manner involving intentionalmisconduct or a knowing violation of law or (iv)   shall have derived an improper personal benefit. Neither the amendment nor   repeal of this Article THIRTEENTH, nor the adoption of any provision of the   Certificate of Incorporation inconsistent with this Article THIRTEENTH, shall   eliminate or reduce the effect of this Article THIRTEENTH, in respect of any   matter occurring, or any cause of action, suit or claim that, but for this   Article THIRTEENTH, would accrue or arise, prior to such amendment, repeal or   adoption of an inconsistent provision.” |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                5.  This Restated Certificate of Incorporation   was duly adopted by the Board of Directors and the stockholders of the   Corporation in accordance with Section 242 and Section 245 of the General   Corporation Law of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                6.  This Restated Certificate of Incorporation   shall be effective upon filing with the Secretary of State of the State of   Delaware pursuant to Section 103 of the General Corporation Law of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                IN   WITNESS WHEREOF, UNITED INDUSTRIAL CORPORATION has caused this Restated   Certificate of Incorporation to be signed by Frederick M. Strader, its   President and Chief Executive Officer, this 17th day of June, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |