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                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              GOODRICH CORPORATION

                            UNDER SECTION 807 OF THE

                            BUSINESS CORPORATION LAW

                                          FILED BY:

                                          KENNETH L. WAGNER
                                          SENIOR COUNSEL AND ASSISTANT SECRETARY
                                          GOODRICH CORPORATION
                                          FOUR COLISEUM CENTRE
                                          2730 WEST TYVOLA ROAD
                                          CHARLOTTE, NORTH CAROLINA 28217

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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              GOODRICH CORPORATION

                            UNDER SECTION 807 OF THE

                            BUSINESS CORPORATION LAW

         Marshall O. Larsen, the Chairman, President and Chief Executive
Officer, and Alexander C. Schoch, the Secretary, of Goodrich Corporation,
hereby certify:

         1.       The name of the corporation is Goodrich Corporation (the
"Company").

         2.       The Certificate of Incorporation of the Company was filed by
the Department of State on May 2, 1912, under the original name of the Company,
which was "The B.F. Goodrich Company."

         3.       The Certificate of Incorporation of the Company, as amended,
is further amended as follows:

                  (a) To delete Article FOURTH, paragraph (a)6., relating to the
         shares of the Company's $7.85 Cumulative Preferred Stock, Series A
         ("Series A Stock"), which are no longer outstanding;

                  (b) To delete Article FOURTH, paragraph (a)7., relating to the
         shares of the Company's $.975 Cumulative Preferred Stock, Series B
         ("Series B Stock"), which are no longer outstanding;

                  (c) To delete Article FOURTH, paragraph (a)8., relating to the
         shares of the Company's $3.125 Cumulative Convertible Preferred Stock,
         Series C ("Series C Stock"), which are no longer outstanding;

                  (d) To delete Article FOURTH, paragraph (a)9., relating to the
         shares of the Company's $3.50 Cumulative Convertible Preferred Stock,
         Series D ("Series D Stock"), which are no longer outstanding;

                  (e) To delete Article FOURTH, paragraph (a)10., relating to
         the shares of the Company's Cumulative Participating Preferred Stock,
         Series E ("Series E Stock"), none of which have been issued and which
         are no longer utilized;

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                  (f) To amend Article FOURTH to add a new paragraph (a)6. that
         explains the deletion from Article FOURTH of the provisions thereof
         relating to the Series A Stock, Series B Stock, Series C Stock, Series
         D Stock and Series E Stock;

                  (g) To amend Article FOURTH to add a new paragraph (a)7.
         containing the provisions relating to the Company's Junior
         Participating Preferred Stock, Series F, that were added to the
         Certificate of Incorporation by a Certificate of Amendment filed July
         31, 1997.

                  To effect the above described amendments, Article FOURTH is
         hereby amended to read as follows:

"FOURTH - The aggregate number of shares which the Company shall have authority
to issue is 210,000,000, divided into 10,000,000 shares of Series Preferred
Stock of the par value of $1 each (hereafter called "Series Preferred Stock"),
and 200,000,000 shares of Common Stock of the par value of $5 each (hereafter
called "Common Stock").

         A statement of the designations, preferences, privileges and voting
powers of the shares of each class and the restrictions and qualifications
thereof shall be as follows:

         (a)      Series Preferred Stock

         1.       Board Authority: The Series Preferred Stock may be issued from
time to time by the Board of Directors as herein provided in one or more series.
The designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may be
similar to or may differ from those of any other series. The Board of Directors
of the Company is hereby expressly granted authority, subject to the provisions
of this Article FOURTH, to issue from time to time Series Preferred Stock in one
or more series and to fix from time to time before issuance thereof, by filing a
certificate pursuant to the Business Corporation Law, the number of shares in
each such series of such class and all designations, relative rights, (including
the right to convert into shares of any class or into shares of any series of
any class), preferences and limitations of the shares in each such series,
including, but without limiting the generality of the foregoing, the following:

                  (i)      The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii)     The dividend rate on the shares of such series,
         whether or not dividends on the shares of such series shall be
         cumulative, and the date or dates, if any, from which dividends thereon
         shall be cumulative;

                  (iii)    Whether or not the shares of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount per share (which shall be, in the
         case of each share, not less than its preference upon involuntary
         liquidation,

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         plus an amount equal to all dividends thereon accrued and unpaid,
         whether or not earned or declared) payable thereon in the case of the
         redemption thereof, which amount may vary at different redemption dates
         or otherwise as permitted by law;

                  (iv)     The right, if any, of holders of such series to
         convert the same into, or exchange the same for Common Stock or other
         stock as permitted by law, and the terms and conditions of such
         conversion or exchange, as well as provisions for adjustment of the
         conversion rate in such events as the Board of Directors shall
         determine;

                  (v)      The amount per share payable on the shares of such
         series upon the voluntary and involuntary liquidation, dissolution or
         winding up of the Company;

                  (vi)     Whether the holders of shares of such series shall
         have voting power, full or limited, in addition to the voting powers
         provided by law, and in case additional voting powers are accorded to
         fix the extent thereof; and

                  (vii)    Generally to fix the other rights and privileges and
         any qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the Restated Certificate of Incorporation of the Company
         or with the resolution or resolutions adopted by the Board of
         Directors, as hereinabove provided, providing for the issue of any
         series for which there are shares then outstanding.

All shares of Series Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise limited in
this Article FOURTH any series may differ from any other series with respect to
any one or more of the designations, relative rights, preferences and
limitations (including, without limitations, the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (i) to
(vii) inclusive above) which may be fixed by the Board of Directors pursuant to
this paragraph 1.

         2.       Dividends: Dividends on the outstanding Series Preferred Stock
of each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of the Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out of the
assets or funds of the Company legally available therefor.

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         All shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratable in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

         3.       Voting Rights: Except as otherwise specifically provided
herein or in the certificate filed pursuant to law with respect to any series of
the Series Preferred Stock, or as otherwise provided by law, the Series
Preferred Stock shall not have any right to vote for the election of directors
or for any other purpose and the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes; provided,
however, that at any time when six (6) quarterly dividends on any one or more
series of Series Preferred Stock entitled to receive cumulative dividends shall
be in default, the holders of all such cumulative series at the time or times
outstanding as to which such default shall exist shall be entitled, at the next
annual meeting of stockholders for the election of directors, voting as a class,
whether or not the holders thereof shall be entitled otherwise to vote by
certificate filed pursuant to law, to the exclusion of the holders of Common
Stock and the holders of any series of non-cumulative Series Preferred Stock to
vote for and elect two members of the Board of Directors of the Company, and
provided, further, that at any time when six (6) quarterly dividends on any one
or more series of non-cumulative Series Preferred Stock shall be in default, the
holders of all such non-cumulative series at the time or times outstanding as to
which such default shall exist shall be entitled, at the next annual meeting of
stockholders for the election of directors, voting as a class, whether or not
the holders thereof shall be entitled otherwise to vote by certificate filed
pursuant to law, to the exclusion of the holders of Common Stock and the holders
of any series of cumulative Series Preferred Stock, to vote for and elect two
members of the Board of Directors of the Company. All rights of all series of
Series Preferred Stock to participate in the election of directors pursuant to
this paragraph 3 shall continue in effect, in the case of all series of Series
Preferred Stock entitled to receive cumulative dividends, until cumulative
dividends have been paid in full or set apart for payment on each cumulative
series which shall have been entitled to vote at the previous annual meeting of
stockholders, or in the case of all series of non-cumulative Series Preferred
Stock, until non-cumulative dividends have been paid in full or set apart for
payment for four consecutive quarterly dividend periods on each non-cumulative
series which shall have been entitled to vote at the previous annual meeting of
stockholders. Directors elected by the holders of any one or more series of
stock voting separately as a class, may be removed only by a majority vote of
such series, voting separately as a class, so long as the voting power of such
series shall continue. Subject to the voting rights, if any, of any other series
of Series Preferred Stock, the holders of the Common Stock, voting as a class,
to the exclusion of the holders of such series so entitled to vote for and elect
members of the Board pursuant to this paragraph 3, shall be entitled to vote for
and elect the balance of the Board of Directors.

         Each Stockholder entitled to vote at any particular time in accordance
with the foregoing provisions shall not have more than one vote for each share
of stock held of record by him at the time entitled to voting rights.

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         4.       Liquidation: In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which such series of Series Preferred Stock shall
be entitled in accordance with the provisions thereof and each holder of Series
Preferred Stock shall be entitled to be paid in full his share of such amount,
or have a sum sufficient for the payment in full set aside, before any payments
shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the Company, the assets of the Company, or the
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the Company shall be divided and paid to the holders of the Common Stock.

         5.       Redemption: In the event that the Series Preferred Stock of
any one or more series shall be made redeemable as provided in clause (iii) of
paragraph 1 of section (a) of Article FOURTH herein, the Company, at the option
of the Board of Directors, may redeem, at the time or times specified in the
certificate filed pursuant to law with respect to any such series, all or any
part of any such series of Series Preferred Stock outstanding upon notice duly
given as hereinafter specified, by paying for each share the then applicable
redemption price fixed by the Board of Directors as provided herein, plus an
amount equal to accrued and unpaid dividends to the date fixed for redemption,
provided, however, that a notice specifying the shares to be redeemed, and the
time and place of redemption (and, if less than the total outstanding shares are
to be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be published once in a daily newspaper printed in the English
language and published and of general circulation in the Borough of Manhattan,
the City of New York, and shall be mailed, addressed to the holders of record of
the Series Preferred Stock to be redeemed at their respective addresses as the
same shall appear upon the books of the Company, not less than thirty (30) days
nor more than ninety (90) days previous to the date fixed for redemption. If
less than the whole amount of any outstanding series of Series Preferred Stock
is to be redeemed, the shares of such series to be redeemed shall be selected by
lot or pro rata in any manner determined by resolution of the Board of Directors
to be fair and proper. From and after the date fixed in any such notice as the
date of redemption (unless default shall be made by the Company in providing
moneys at the time and place of redemption for the payment of the redemption
price) all dividends upon the Series Preferred Stock so called for redemption
shall cease to accrue, and all rights of the holders of said Series Preferred
Stock as stockholders in the Company, except the right to receive the redemption
price upon surrender of the certificate representing the Series Preferred Stock
so called for redemption, duly endorsed for transfer, if required, shall cease
and determine. With respect to any shares of Series Preferred Stock so called
for redemption, if, before the redemption date, the Company shall deposit with a
bank or trust company in the Borough of Manhattan, City of New York, having a
capital and surplus of at least $25,000,000, funds necessary for such
redemption, in trust, to be applied to the redemption of the shares of Series
Preferred Stock so called for redemption, then from and after the date of such
deposit, all rights of the holders of such shares of Series Preferred Stock, so
called for redemption, shall cease and determine, except the right to receive,
on and after the date of such deposit, the redemption price

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upon surrender of the certificates representing such shares of Series Preferred
Stock, so called for redemption, duly endorsed for transfer, if required, and
except as might otherwise be provided in the certificate filed pursuant to law
with respect to any such shares of Series Preferred Stock, so called for
redemption. Any interest accrued on such funds shall be paid to the Company from
time to time. Any funds so deposited and unclaimed at the end of six (6) years
from such redemption date shall be released or repaid to the Company, after
which the holders of such shares of Series Preferred Stock so called for
redemption shall look only to the Company for payment of the redemption price.
Notwithstanding the foregoing, no redemption of any shares of any series of
Series Preferred Stock shall be made by the Company (1) which as of the date of
mailing of the notice of such redemption would, if such date were the date fixed
for redemption, reduce the net assets of the Company remaining after such
redemption below the aggregate amount payable upon voluntary or involuntary
liquidation, dissolution or winding up to the holders of shares having rights
senior or equal to the Series Preferred Stock in the assets of the Company upon
liquidation, dissolution or winding up; or (2) unless all cumulative dividends
for the current and all prior dividend periods have been declared and paid or
declared and set apart for payment on all shares of the Company having a right
to cumulative dividends.

         6.       Series Preferred Stock (Series A, B, C, D and E):

         This Article FOURTH has been amended to delete the provisions thereof
relating to the $7.85 Cumulative Preferred Stock, Series A ("Series A Stock"),
$.975 Cumulative Preferred Stock, Series B ("Series B Stock"), $3.125 Cumulative
Convertible Preferred Stock, Series C ("Series C Stock"), $3.50 Cumulative
Convertible Preferred Stock, Series D ("Series D Stock"), and Cumulative
Participating Preferred Stock, Series E ("Series E Stock"), which are no longer
outstanding or no longer utilized.

         Prior to the date hereof, 250,000 shares of Series A Stock, 372,838
shares of Series B Stock, 36,336 shares of Series C Stock and 1,742,499 shares
of Series D Stock were redeemed. Pursuant to paragraph (c)1. of this Article
FOURTH, these redeemed shares are deemed retired and extinguished and may not be
reissued.

         7.       Junior Participating Preferred Stock, Series F:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Junior Participating Preferred Stock, Series F" (the "Series F
Preferred Stock") and the number of shares constituting the Series F Preferred
Stock shall be 200,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series F Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series F Preferred Stock.

         Section 2. Dividends and Distributions.

         (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
F Preferred Stock with respect to

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dividends, the holders of shares of Series F Preferred Stock, in preference to
the holders of Common Stock, par value $5 per share (the "Common Stock"), of the
Company, and of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series F Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $10 or (b) subject to the provision for adjustment
hereinafter set forth, 1000 times the aggregate per share amount of all cash
dividends, and 1000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series F Preferred Stock. In the event the Company shall
at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series F Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B) The Company shall declare a dividend or distribution on the Series
F Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10 per share on the Series F
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series F Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series F Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series F Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series F Preferred

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Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 50 days prior to the date
fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series F Preferred
Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series F Preferred Stock shall entitle the holder thereof to 1000 votes
on all matters submitted to a vote of the shareholders of the Company. In the
event the Company shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series F Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         (B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series F Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of
shareholders of the Company.

         (C) Except as set forth herein, or as otherwise provided by law,
holders of Series F Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series F Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series F Preferred Stock outstanding shall have
been paid in full, the Company shall not:

                  (i) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series F Preferred
         Stock;

                  (ii) declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series F Preferred Stock, except dividends paid ratably on the Series F
         Preferred Stock and all such parity stock on which dividends are
         payable or in arrears in proportion to the total amounts to which the
         holders of all such shares are then entitled;

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                  (iii) redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         F Preferred Stock, provided that the Company may at any time redeem,
         purchase or otherwise acquire shares of any such junior stock in
         exchange for shares of any stock of the Company ranking junior (either
         as to dividends or upon dissolution, liquidation or winding up) to the
         Series F Preferred Stock; or

                  (iv) redeem or purchase or otherwise acquire for consideration
         any shares of Series F Preferred Stock, or any shares of stock ranking
         on a parity with the Series F Preferred Stock, except in accordance
         with a purchase offer made in writing or by publication (as determined
         by the Board of Directors) to all holders of such shares upon such
         terms as the Board of Directors, after consideration of the respective
         annual dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

         (B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 5. Reacquired Shares. Any shares of Series F Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation, or in any other Certificate of Designations creating a series
of Preferred Stock or any similar stock or as otherwise required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series F
Preferred Stock unless, prior thereto, the holders of shares of Series F
Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series F
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series F Preferred Stock, except distributions made ratably on the Series F
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Company shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common

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Stock, then in each such case the aggregate amount to which holders of shares of
Series F Preferred Stock were entitled immediately prior to such event under the
provision in clause (1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series F Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series F Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. No Redemption. The shares of Series F Preferred Stock shall
not be redeemable.

         Section 9. Rank. The Series F Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's Preferred Stock.

         Section 10. Amendment. The Certificate of Incorporation of the Company
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series F Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series F Preferred Stock, voting
together as a single class.

         (b) Common Stock

         1.       Issuance: From time to time Common Stock may be issued in such
amounts and for such purposes as shall be determined by the Board of Directors.

         2.       Dividends: Subject to all the rights of the Series Preferred
Stock, such dividends, as may be determined by the Board of Directors may be
declared and paid on the Common Stock from time to time out of the surplus of
the Company legally available for the payment of dividends. The Board of
Directors shall, however, have power from time to time to fix and

                                       11
<PAGE>

determine and to vary the amount of the working capital of the Company, and to
direct and determine the use and disposition of any surplus of the Company.

         3.       Voting Rights: Except as otherwise expressly provided with
respect to the Series Preferred Stock or with respect to any series of the
Series Preferred Stock, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share thereof held.

         4.       Liquidation: Upon any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or an amount sufficient to pay the
aggregate amount to which the holders of the Series Preferred Stock of each
series shall be entitled shall have been deposited with a bank or trust company
having its principal office in the Borough of Manhattan, the City of New York,
and having a capital, surplus and undivided profits of at least Twenty-Five
Million Dollars ($25,000,000) as a trust fund for the benefit of the holders of
such Series Preferred Stock, the remaining net assets of the Company shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

         (c) General Provisions

         1.       Shares of Series Preferred Stock of the Company redeemed as
hereinabove provided shall be deemed retired and extinguished and may not be
reissued.

         2.       A consolidation or merger of the Company with or into another
corporation or corporations or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Company shall not be deemed or construed to be a liquidation, dissolution or
winding up of the Company within the meaning of this Article.

         3.       No stockholder of the Company shall be entitled, as such, as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class or series whatsoever, any rights or options to
purchase stock of any class or series whatsoever, or any securities convertible
into any stock of any class or series whatsoever, whether now or hereafter
authorized, and whether issued for cash or other consideration, or by way of
dividend.

         4        The Board of Directors may from time to time issue scrip in
lieu of fractional shares of stock. Such scrip shall not confer upon the holder
any right to dividends or any voting or other rights of a stockholder of the
Company, but the Company shall from time to time, within such time as the Board
of Directors may determine or without limit of time if the Board of Directors so
determines, issue one or more whole shares of stock upon the surrender of scrip
for fractional shares aggregating the number of whole shares issuable in respect
of the scrip so surrendered, provided that the scrip so surrendered shall be
properly endorsed for transfer if in registered form."

         *****

                                       12
<PAGE>

                  (h) To amend Article SEVENTH by deleting the reference in
         paragraph (b) thereof to the "Stock Corporation Law" and replacing it
         with "Business Corporation Law."

                  To effect the above described amendment, Article SEVENTH
         paragraph (b) is hereby amended to read as follows:

         "(b) Subject to the provisions of the aforesaid Business Corporation
Law, to hold their meetings either within or without the State of New York, and
to have one or more offices, and to keep the books of the Company (except the
stock and transfer books and correct books of account of all its business and
transactions) outside the State of New York, and at such place or places, as may
from time to time be designated by them;"

                  (i) To amend Article EIGHTH to change the address of the agent
         for service of process.

         4.       Prior to the date hereof, 250,000 shares of Series A Stock,
372,838 shares of Series B Stock, 36,336 shares of Series C Stock and 1,742,499
shares of Series D Stock were redeemed. Pursuant to paragraph (c)1. of Article
FOURTH, these redeemed shares are deemed retired and extinguished and may not be
reissued.

         5.       The text of the Certificate of Incorporation, as amended is
hereby restated as set forth herein in full:

         FIRST - The name of the corporation shall be Goodrich Corporation,
hereinafter referred to as the "Company".

         SECOND - The location of its principal office in the State of New York
shall be at the City of New York, in the Borough of Manhattan, in the County of
New York, and State of New York.

         THIRD - The purpose for which the Company is formed is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York, provided that the Company is
not formed to engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without such consent
or approval first being obtained.

         FOURTH - The aggregate number of shares which the Company shall have
authority to issue is 210,000,000, divided into 10,000,000 shares of Series
Preferred Stock of the par value of $1 per share (hereafter called "Series
Preferred Stock"), and 200,000,000 shares of Common Stock of the par value of $5
per share (hereafter called "Common Stock").

         A statement of the designations, preferences, privileges and voting
powers of the shares of each class and the restrictions and qualifications
thereof shall be as follows:

                                       13
<PAGE>

         (a) Series Preferred Stock

         1.       Board Authority: The Series Preferred Stock may be issued from
time to time by the Board of Directors as herein provided in one or more series.
The designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may be
similar to or may differ from those of any other series. The Board of Directors
of the Company is hereby expressly granted authority, subject to the provisions
of this Article FOURTH, to issue from time to time Series Preferred Stock in one
or more series and to fix from time to time before issuance thereof, by filing a
certificate pursuant to the Business Corporation Law, the number of shares in
each such series of such class and all designations, relative rights, (including
the right to convert into shares of any class or into shares of any series of
any class), preferences and limitations of the shares in each such series,
including, but without limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series,
         whether or not dividends on the shares of such series shall be
         cumulative, and the date or dates, if any, from which dividends thereon
         shall be cumulative;

                  (iii) Whether or not the shares of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount per share (which shall be, in the
         case of each share, not less than its preference upon involuntary
         liquidation, plus an amount equal to all dividends thereon accrued and
         unpaid, whether or not earned or declared) payable thereon in the case
         of the redemption thereof, which amount may vary at different
         redemption dates or otherwise as permitted by law;

                  (iv) The right, if any, of holders of such series to convert
         the same into, or exchange the same for Common Stock or other stock as
         permitted by law, and the terms and conditions of such conversion or
         exchange, as well as provisions for adjustment of the conversion rate
         in such events as the Board of Directors shall determine;

                  (v) The amount per share payable on the shares of such series
         upon the voluntary and involuntary liquidation, dissolution or winding
         up of the Company;

                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law, and in case additional voting powers are accorded to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such

                                       14
<PAGE>

         rights, privileges, qualifications, limitations or restrictions shall
         be in conflict with the Restated Certificate of Incorporation of the
         Company or with the resolution or resolutions adopted by the Board of
         Directors, as hereinabove provided, providing for the issue of any
         series for which there are shares then outstanding.

All shares of Series Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise limited in
this Article FOURTH any series may differ from any other series with respect to
any one or more of the designations, relative rights, preferences and
limitations (including, without limitations, the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (i) to
(vii) inclusive above) which may be fixed by the Board of Directors pursuant to
this paragraph 1.

         2.       Dividends: Dividends on the outstanding Series Preferred Stock
of each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of the Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out of the
assets or funds of the Company legally available therefor.

         All shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratable in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

         3.       Voting Rights: Except as otherwise specifically provided
herein or in the certificate filed pursuant to law with respect to any series of
the Series Preferred Stock, or as otherwise provided by law, the Series
Preferred Stock shall not have any right to vote for the election of directors
or for any other purpose and the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes; provided,
however, that at any time when six (6) quarterly dividends on any one or more
series of Series Preferred Stock entitled to receive cumulative dividends shall
be in default, the holders of all such cumulative series at the time or times
outstanding as to which such default shall exist shall be entitled, at the next
annual meeting of stockholders for the election of directors, voting as a class,
whether or not the holders thereof shall be entitled otherwise to vote by
certificate filed pursuant to law, to the exclusion of the holders of Common
Stock and the holders of any series of non-cumulative Series Preferred Stock

                                       15
<PAGE>

to vote for and elect two members of the Board of Directors of the Company, and
provided, further, that at any time when six (6) quarterly dividends on any one
or more series of non-cumulative Series Preferred Stock shall be in default, the
holders of all such non-cumulative series at the time or times outstanding as to
which such default shall exist shall be entitled, at the next annual meeting of
stockholders for the election of directors, voting as a class, whether or not
the holders thereof shall be entitled otherwise to vote by certificate filed
pursuant to law, to the exclusion of the holders of Common Stock and the holders
of any series of cumulative Series Preferred Stock, to vote for and elect two
members of the Board of Directors of the Company. All rights of all series of
Series Preferred Stock to participate in the election of directors pursuant to
this paragraph 3 shall continue in effect, in the case of all series of Series
Preferred Stock entitled to receive cumulative dividends, until cumulative
dividends have been paid in full or set apart for payment on each cumulative
series which shall have been entitled to vote at the previous annual meeting of
stockholders, or in the case of all series of non-cumulative Series Preferred
Stock, until non-cumulative dividends have been paid in full or set apart for
payment for four consecutive quarterly dividend periods on each non-cumulative
series which shall have been entitled to vote at the previous annual meeting of
stockholders. Directors elected by the holders of any one or more series of
stock voting separately as a class, may be removed only by a majority vote of
such series, voting separately as a class, so long as the voting power of such
series shall continue. Subject to the voting rights, if any, of any other series
of Series Preferred Stock, the holders of the Common Stock, voting as a class,
to the exclusion of the holders of such series so entitled to vote for and elect
members of the Board pursuant to this paragraph 3, shall be entitled to vote for
and elect the balance of the Board of Directors.

         Each Stockholder entitled to vote at any particular time in accordance
with the foregoing provisions shall not have more than one vote for each share
of stock held of record by him at the time entitled to voting rights.

         4.       Liquidation: In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which such series of Series Preferred Stock shall
be entitled in accordance with the provisions thereof and each holder of Series
Preferred Stock shall be entitled to be paid in full his share of such amount,
or have a sum sufficient for the payment in full set aside, before any payments
shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the Company, the assets of the Company, or the
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the Company shall be divided and paid to the holders of the Common Stock.

         5.       Redemption: In the event that the Series Preferred Stock of
any one or more series shall be made redeemable as provided in clause (iii) of
paragraph 1 of section (a) of Article FOURTH herein, the Company, at the option
of the Board of Directors, may redeem, at the time or times specified in the
certificate filed pursuant to law with respect to any such series, all or any
part of

                                       16
<PAGE>

any such series of Series Preferred Stock outstanding upon notice duly given as
hereinafter specified, by paying for each share the then applicable redemption
price fixed by the Board of Directors as provided herein, plus an amount equal
to accrued and unpaid dividends to the date fixed for redemption, provided,
however, that a notice specifying the shares to be redeemed, and the time and
place of redemption (and, if less than the total outstanding shares are to be
redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be published once in a daily newspaper printed in the English
language and published and of general circulation in the Borough of Manhattan,
the City of New York, and shall be mailed, addressed to the holders of record of
the Series Preferred Stock to be redeemed at their respective addresses as the
same shall appear upon the books of the Company, not less than thirty (30) days
nor more than ninety (90) days previous to the date fixed for redemption. If
less than the whole amount of any outstanding series of Series Preferred Stock
is to be redeemed, the shares of such series to be redeemed shall be selected by
lot or pro rata in any manner determined by resolution of the Board of Directors
to be fair and proper. From and after the date fixed in any such notice as the
date of redemption (unless default shall be made by the Company in providing
moneys at the time and place of redemption for the payment of the redemption
price) all dividends upon the Series Preferred Stock so called for redemption
shall cease to accrue, and all rights of the holders of said Series Preferred
Stock as stockholders in the Company, except the right to receive the redemption
price upon surrender of the certificate representing the Series Preferred Stock
so called for redemption, duly endorsed for transfer, if required, shall cease
and determine. With respect to any shares of Series Preferred Stock so called
for redemption, if, before the redemption date, the Company shall deposit with a
bank or trust company in the Borough of Manhattan, City of New York, having a
capital and surplus of at least $25,000,000, funds necessary for such
redemption, in trust, to be applied to the redemption of the shares of Series
Preferred Stock so called for redemption, then from and after the date of such
deposit, all rights of the holders of such shares of Series Preferred Stock, so
called for redemption, shall cease and determine, except the right to receive,
on and after the date of such deposit, the redemption price upon surrender of
the certificates representing such shares of Series Preferred Stock, so called
for redemption, duly endorsed for transfer, if required, and except as might
otherwise be provided in the certificate filed pursuant to law with respect to
any such shares of Series Preferred Stock, so called for redemption. Any
interest accrued on such funds shall be paid to the Company from time to time.
Any funds so deposited and unclaimed at the end of six (6) years from such
redemption date shall be released or repaid to the Company, after which the
holders of such shares of Series Preferred Stock so called for redemption shall
look only to the Company for payment of the redemption price. Notwithstanding
the foregoing, no redemption of any shares of any series of Series Preferred
Stock shall be made by the Company (1) which as of the date of mailing of the
notice of such redemption would, if such date were the date fixed for
redemption, reduce the net assets of the Company remaining after such redemption
below the aggregate amount payable upon voluntary or involuntary liquidation,
dissolution or winding up to the holders of shares having rights senior or equal
to the Series Preferred Stock in the assets of the Company upon liquidation,
dissolution or winding up; or (2) unless all cumulative dividends for the
current and all prior dividend periods have been declared and paid or declared
and set apart for payment on all shares of the Company having a right to
cumulative dividends.

                                       17
<PAGE>

         6.       Series Preferred Stock (Series A, B, C, D and E):

         This Article FOURTH has been amended to delete the provisions thereof
relating to the $7.85 Cumulative Preferred Stock, Series A ("Series A Stock"),
$.975 Cumulative Preferred Stock, Series B ("Series B Stock"), $3.125 Cumulative
Convertible Preferred Stock, Series C ("Series C Stock"), $3.50 Cumulative
Convertible Preferred Stock, Series D ("Series D Stock"), and Cumulative
Participating Preferred Stock, Series E ("Series E Stock"), which are no longer
outstanding or no longer utilized.

         Prior to the date hereof, 250,000 shares of Series A Stock, 372,838
shares of Series B Stock, 36,336 shares of Series C Stock and 1,742,499 shares
of Series D Stock were redeemed. Pursuant to paragraph (c)1. of this Article
FOURTH, these redeemed shares are deemed retired and extinguished and may not be
reissued.

         7.       Junior Participating Preferred Stock, Series F:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Junior Participating Preferred Stock, Series F" (the "Series F
Preferred Stock") and the number of shares constituting the Series F Preferred
Stock shall be 200,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series F Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series F Preferred Stock.

         Section 2. Dividends and Distributions.

         (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
F Preferred Stock with respect to dividends, the holders of shares of Series F
Preferred Stock, in preference to the holders of Common Stock, par value $5 per
share (the "Common Stock"), of the Company, and of any other junior stock, shall
be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in cash
on the first day of January, April, July and October in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series F Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $10 or (b)
subject to the provision for adjustment hereinafter set forth, 1000 times the
aggregate per share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series F Preferred Stock. In the event the Company shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to

                                       18
<PAGE>

which holders of shares of Series F Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) The Company shall declare a dividend or distribution on the Series
F Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10 per share on the Series F
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series F Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series F Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series F Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series F Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 50 days prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series F Preferred
Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series F Preferred Stock shall entitle the holder thereof to 1000 votes
on all matters submitted to a vote of the shareholders of the Company. In the
event the Company shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series F Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

                                       19
<PAGE>

         (B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series F Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of
shareholders of the Company.

         (C) Except as set forth herein, or as otherwise provided by law,
holders of Series F Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series F Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series F Preferred Stock outstanding shall have
been paid in full, the Company shall not:

                  (i) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series F Preferred
         Stock;

                  (ii) declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series F Preferred Stock, except dividends paid ratably on the Series F
         Preferred Stock and all such parity stock on which dividends are
         payable or in arrears in proportion to the total amounts to which the
         holders of all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         F Preferred Stock, provided that the Company may at any time redeem,
         purchase or otherwise acquire shares of any such junior stock in
         exchange for shares of any stock of the Company ranking junior (either
         as to dividends or upon dissolution, liquidation or winding up) to the
         Series F Preferred Stock; or

                  (iv) redeem or purchase or otherwise acquire for consideration
         any shares of Series F Preferred Stock, or any shares of stock ranking
         on a parity with the Series F Preferred Stock, except in accordance
         with a purchase offer made in writing or by publication (as determined
         by the Board of Directors) to all holders of such shares upon such
         terms as the Board of Directors, after consideration of the respective
         annual dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

         (B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under

                                       20
<PAGE>

paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.

         Section 5. Reacquired Shares. Any shares of Series F Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation, or in any other Certificate of Designations creating a series
of Preferred Stock or any similar stock or as otherwise required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series F
Preferred Stock unless, prior thereto, the holders of shares of Series F
Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series F
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series F Preferred Stock, except distributions made ratably on the Series F
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Company shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which holders of shares of
Series F Preferred Stock were entitled immediately prior to such event under the
provision in clause (1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series F Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a

                                       21
<PAGE>

greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series F Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         Section 8. No Redemption. The shares of Series F Preferred Stock shall
not be redeemable.

         Section 9. Rank. The Series F Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's Preferred Stock.

         Section 10. Amendment. The Certificate of Incorporation of the Company
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series F Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series F Preferred Stock, voting
together as a single class.

         (b) Common Stock

         1.       Issuance: From time to time Common Stock may be issued in such
amounts and for such purposes as shall be determined by the Board of Directors.

         2.       Dividends: Subject to all the rights of the Series Preferred
Stock, such dividends, as may be determined by the Board of Directors may be
declared and paid on the Common Stock from time to time out of the surplus of
the Company legally available for the payment of dividends. The Board of
Directors shall, however, have power from time to time to fix and determine and
to vary the amount of the working capital of the Company, and to direct and
determine the use and disposition of any surplus of the Company.

         3.       Voting Rights: Except as otherwise expressly provided with
respect to the Series Preferred Stock or with respect to any series of the
Series Preferred Stock, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share thereof held.

         4.       Liquidation: Upon any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or an amount sufficient to pay the
aggregate amount to which the holders of the Series Preferred Stock of each
series shall be entitled shall have been deposited with a bank or trust company
having its principal office in the Borough of Manhattan, the City of New York,
and having a capital, surplus and undivided profits of at least Twenty-Five
Million Dollars ($25,000,000) as a trust fund for the benefit of the holders of
such Series Preferred Stock, the remaining net assets of the Company shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

                                       22
<PAGE>

         (c) General Provisions

         1.       Shares of Series Preferred Stock of the Company redeemed as
hereinabove provided shall be deemed retired and extinguished and may not be
reissued.

         2.       A consolidation or merger of the Company with or into another
corporation or corporations or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Company shall not be deemed or construed to be a liquidation, dissolution or
winding up of the Company within the meaning of this Article.

         3.       No stockholder of the Company shall be entitled, as such, as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class or series whatsoever, any rights or options to
purchase stock of any class or series whatsoever, or any securities convertible
into any stock of any class or series whatsoever, whether now or hereafter
authorized, and whether issued for cash or other consideration, or by way of
dividend.

         4        The Board of Directors may from time to time issue scrip in
lieu of fractional shares of stock. Such scrip shall not confer upon the holder
any right to dividends or any voting or other rights of a stockholder of the
Company, but the Company shall from time to time, within such time as the Board
of Directors may determine or without limit of time if the Board of Directors so
determines, issue one or more whole shares of stock upon the surrender of scrip
for fractional shares aggregating the number of whole shares issuable in respect
of the scrip so surrendered, provided that the scrip so surrendered shall be
properly endorsed for transfer if in registered form.

         FIFTH - [Reserved]

         SIXTH -- The duration of the Company shall be perpetual.

         SEVENTH -- The directors shall have power, amongst other things:

         (a) From time to time, to determine whether, and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of the Company, or any of them, shall be open to the inspection of
stockholders; and no stockholder shall have any right to inspect any book or
account or document of the Company except as conferred by the statutes of New
York, or authorized by the directors;

         (b) Subject to the provisions of the aforesaid Business Corporation
Law, to hold their meetings either within or without the State of New York, and
to have one or more offices, and to keep the books of the Company (except the
stock and transfer books and correct books of account of all its business and
transactions) outside the State of New York, and at such place or places, as may
from time to time be designated by them;

                                       23
<PAGE>

         (c) To provide by the By-Laws, or otherwise, for the selection, from
among their own number, of an executive committee of such number as they may
from time to time designate, and to delegate to such executive committee all or
any of the powers of the Board of Directors, when the Board is not in session,
provided that such delegation of power is not contrary to law;

         (d) To appoint such other standing committees as they may determine,
with such powers as shall be conferred by them or as may be authorized by the
By-Laws; and

         (e) to appoint or elect officers and assistant officers of the Company.

         EIGHTH -- The Secretary of State of the State of New York is designated
as the agent of the Company upon whom process in any action or proceeding
against it may be served within the State of New York. The address to which the
Secretary of State shall mail a copy of process in any action or proceeding
against the Company which may be served upon him is c/o CT Corporation System,
111 Eighth Avenue, New York, New York 10011. The name and address of the
registered agent which is to be the agent of the Company upon whom process
against it may be served are, CT Corporation System, 111 Eighth Avenue, New
York, New York 10011.

         NINTH -- No contract or other transaction between the Company and any
other corporation shall be affected by the fact that the directors of this
Company are interested in or are directors or officers of such other
corporation, and any director individually may be a party to or may be
interested in any contract or transaction of this Company; and no contract or
transaction of this Company with any person or persons, firm or association
shall be affected by the fact that any director or directors of this Company is
a party to or interested in such contract or transaction, or in any way
connected with such person or persons, firm or association, provided that the
interest in any such contract or other transaction of any such director shall be
fully disclosed and that such contract or other transaction shall be authorized
or ratified by the vote of a sufficient number of directors of the Company not
so interested; and each and every person who may become a director of this
Company is hereby relieved from any liability that might otherwise exist from
contracting with the Company for the benefit of himself or any firm, association
or corporation in which he may be in any wise interested.

         TENTH -- Subject always to the By-Laws made by the stockholders, the
Board of Directors may make By-Laws, and, from time to time, may alter, amend or
repeal any By-Laws; but any By-Laws made by the Board of Directors may be
altered, amended or repealed by the stockholders at any annual meeting, or at
any special meeting provided notice of such proposed alteration or repeal be
included in the notice of meeting.

         ELEVENTH -- Transactions with Shareholders.

         A. Certain Purchases of Company Shares. Any direct or indirect purchase
or other acquisition by the Company of any class of the Company's shares from
any person or persons known by the Company to be an Interested Shareholder (as
hereinafter defined) who has beneficially owned, directly or indirectly, any
such securities for less than two years prior to the date of such purchase or
any agreement in respect thereof shall, except as hereinafter expressly
provided, require the approval of a majority of the non-officer-directors of the
Company and the

                                       24
<PAGE>

affirmative vote, to be solicited at the expense of such Interested Shareholder,
of not less than a majority of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Stock (as hereinafter defined), voting
together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or separate class vote may be specified, by law or any other
provision of this Certificate of Incorporation or the By-Laws of this Company or
otherwise. Notwithstanding the foregoing, no such affirmative vote shall be
required with respect to:

                  (a) any offer to purchase made by the Company which is made on
         the same terms and conditions to holders of all shares of the same
         class of the Company,

                  (b) any purchase by the Company of its shares at a price no
         higher than the higher of (i) the Closing Price (as hereinafter
         defined) on the last trading date immediately preceding the earlier of
         public disclosure of the repurchase or the signing of a definitive
         repurchase agreement and (ii) the average Closing Price during the 20
         trading days immediately preceding the date of such disclosure or
         agreement.

         The term "Closing Price" on the day in question means the closing sale
price on such day of a share of the Company's stock on the Composite Tape for
New York Stock Exchange-Listed Stocks, or, if the stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or if the stock is not listed on
such Exchange, on the principal United States Securities Exchange registered
under the Securities Exchange Act of 1934 in which the stock is listed, or if
the stock is not listed on any such exchange, the highest closing bid quotation
with respect to a share of the stock on the National Association of Securities
Dealers, Inc. Automated Quotations System or any similar system then in use, or
if no such quotations are available, the market value of the stock as determined
in good faith by a majority of the non-officer-directors of the Company present
at a meeting of the Board of Directors at which a quorum is present.

         B. Business Combinations with Substantial Shareholders. In addition to
any affirmative vote required by law or this Certificate of Incorporation or the
By-Laws of the Company, and except as otherwise expressly provided in Section C
of this Article ELEVENTH, a Business Combination (as hereinafter defined) shall
require the affirmative vote of not less than eighty percent (80%) of the votes
entitled to be cast by the holders of all then outstanding shares of Voting
Stock (as hereinafter defined), voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage or separate class vote may be specified,
by law or any other provision of this Certificate of Incorporation or the
By-Laws of this Company or otherwise.

         C. When Higher Vote is Not Required. The provisions of Section B of
this Article ELEVENTH shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote, if any, as is required by law or by any other provision of this
Certificate of Incorporation or the By-Laws of this Company, if all of the
conditions specified in either of the following Paragraphs 1 or 2 are met:

         1.       Approval by Disinterested Directors. The Business Combination
shall have been recommended by a majority (whether such recommendation is made
prior to or subsequent to the

                                       25
<PAGE>

acquisition of beneficial ownership of the Voting Stock that caused the
Substantial Shareholder [as hereinafter defined] to become a Substantial
Shareholder) of the Disinterested Directors (as hereinafter defined) present at
a meeting of the Board of Directors at which a quorum is present.

         2.       Price and Procedure Requirements. All of the following
conditions shall have been met:

                  a. The aggregate amount of cash and the Fair Market Value (as
         hereinafter defined) as of the date of the consummation of the Business
         Combination (the "Consummation Date") of consideration other than cash
         to be received per share by holders of Common Stock in such Business
         Combination shall be at least equal to the highest amount determined
         under clauses (i) and (ii) below:

                           (i) (if applicable) the highest per share price
                  (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid by or on behalf of the
                  Substantial Shareholder for any shares of Common Stock in
                  connection with (A) the acquisition by the Substantial
                  Shareholder of beneficial ownership of shares of Common Stock
                  within the period beginning two years immediately prior to the
                  first public announcement of the proposed Business Combination
                  (the "Announcement Date") and terminating on the Consummation
                  Date, or (B) in the transaction in which it became a
                  Substantial Shareholder, whichever is higher; and

                           (ii) the Fair Market Value per share of Common Stock
                  on the Announcement Date or on the date on which the
                  Substantial Shareholder became a Substantial Shareholder (such
                  latter date the "Determination Date"), whichever is higher.

                  b. The aggregate amount of cash, plus the Fair Market Value as
         of the Consummation Date of consideration other than cash, to be
         received per share by holders of shares of any class or series of
         outstanding Preferred Stock, shall be at least equal to the highest
         amount determined under clauses (i), (ii) and (iii) below);

                           (i) (if applicable) the highest per share price
                  (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid by or on behalf of the
                  Substantial Shareholder for any share of such class or series
                  of Preferred Stock in connection with the acquisition by the
                  Substantial Shareholder of beneficial ownership of shares of
                  such class or series of Preferred Stock within the period
                  beginning two years immediately prior to the Announcement Date
                  and terminating on the Consummation Date, or in the
                  transaction in which it became a Substantial Shareholder,
                  whichever is higher;

                           (ii) the Fair Market Value per share of such
                  Preferred Stock on the Announcement Date or on the
                  Determination Date, whichever is higher; and

                           (iii) (if applicable) the highest preferential amount
                  per share to which the holders of shares of such class or
                  series of Preferred Stock would be entitled in the event of
                  any voluntary or involuntary liquidation, dissolution or
                  winding up of the affairs of the

                                       26
<PAGE>

                  Company, regardless of whether the Business Combination to be
                  consummated constitutes such an event.

                  The provisions of Paragraphs C.2.a. and C.2.b. shall be
         required to be met with respect to every class or series of outstanding
         shares, whether or not the Substantial Shareholder has previously
         acquired beneficial ownership of any shares of a particular class or
         series.

                  c. The consideration to be received by holders of a particular
         class or series of outstanding shares shall be in cash or in the same
         form and in the same relative proportion as previously has been paid by
         or on behalf of the Substantial Shareholder or any person referred to
         in Paragraph 6 of Section D of this Article ELEVENTH in connection with
         its direct or indirect acquisition of beneficial ownership of shares of
         such class or series.

                  If the consideration so paid for shares of any class or series
         varied as to form, the form of consideration for such class or series
         of shares shall be either cash or the form and in the same relative
         proportion used to acquire beneficial ownership of the largest number
         of shares of such class or series previously acquired by the
         Substantial Shareholder or any person referred to in Paragraph 6 of
         Section D of this Article ELEVENTH. The price determined in accordance
         with Paragraphs C.2.a. and C.2.b. shall be subject to appropriate
         adjustment in the event of any stock dividend, stock split,
         reclassification of shares or similar event.

                  d. After such Substantial Shareholder has become a Substantial
         Shareholder and prior to the consummation of such Business Combination:

                           (i) except as recommended by a majority of the
                  Disinterested Directors present at a meeting of the Board of
                  Directors at which a quorum is present, there shall have been
                  no failure to declare and pay at the regular date therefor any
                  full quarterly dividends (whether or not cumulative) payable
                  in accordance with the terms of any outstanding Preferred
                  Stock;

                           (ii) there shall have been no reduction in the annual
                  rate of dividends paid on the Common Stock (except as
                  necessary to reflect any stock split, stock dividend or
                  subdivision of the Common Stock), except as recommended by a
                  majority of the Disinterested Directors present at a meeting
                  of the Board of Directors at which a quorum is present;

                           (iii) there shall have been an increase in the annual
                  rate of dividends paid on the Common Stock as necessary to
                  reflect any reclassification (including any reverse stock
                  split), recapitalization, reorganization or any similar
                  transaction that has the effect of reducing the number of
                  outstanding shares of Common Stock, unless the failure so to
                  increase such annual rate is recommended by a majority of the
                  Disinterested Directors present at a meeting of the Board of
                  Directors at which a quorum is present.

                  e. After such Substantial Shareholder has become a Substantial
         Shareholder, such Substantial Shareholder shall not have received the
         benefit, directly or indirectly (except as

                                       27
<PAGE>

         employee benefits or proportionately as a shareholder of the Company),
         of any loans, advances, guarantees, pledges or other financial
         assistance or any tax credits or other tax advantages provided by the
         Company, whether in anticipation of or in connection with such Business
         Combination or otherwise.

                  f. A proxy or information statement describing the proposed
         Business Combination and complying with the requirements of the
         Securities Exchange Act of 1934 and the rules and regulations
         thereunder (the "Act") (or any subsequent provisions replacing such
         Act, rules or regulations) shall be mailed to all shareholders of the
         Company at least 30 days prior to the consummation of such business
         combination (whether or not such proxy or information statement is
         required to be mailed pursuant to such Act or subsequent provisions).
         The proxy or information statement shall contain on the first page
         thereof, in a prominent place, any statement as to the advisability (or
         inadvisability) of the Business Combination that the Disinterested
         Directors, or any of them, may choose to make and, if deemed advisable
         by a majority of the Disinterested Directors, the opinion of an
         investment banking firm selected by a majority of such Disinterested
         Directors as to the fairness (or lack of fairness) of the terms of the
         Business Combination from a financial point of view to the holders of
         the outstanding shares other than the Substantial Shareholder and its
         Affiliates or Associates (both terms as hereinafter defined), such
         investment banking firm to be paid a reasonable fee for its services by
         the Company.

                  g. Such Substantial Shareholder shall not have made any
         material change in the Company's business or equity capital structure
         without the recommendation of a majority of the Disinterested Directors
         present at a meeting of the Board of Directors at which a quorum is
         present.

         D. Certain Definitions. For the purposes of this Article ELEVENTH:

         1. The term "Business Combination" shall mean:

                  a. any merger or consolidation of the Company or any
         Subsidiary (as hereinafter defined) with (i) any Substantial
         Shareholder or (ii) any other corporation (whether or not itself a
         Substantial Shareholder) which is or after such merger or consolidation
         would be an Affiliate or Associate of a Substantial Shareholder; or

                  b. any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) to
         or with any Substantial Shareholder or any Affiliate or Associate of
         any Substantial Shareholder involving any assets or securities of the
         Company or any Subsidiary having an aggregate Fair Market Value of
         $25,000,000 or more; or

                  c. the adoption of any plan or proposal for the liquidation or
         dissolution of the Company proposed by or on behalf of a Substantial
         Shareholder or any Affiliate or Associate of any Substantial
         Shareholder; or

                                       28
<PAGE>

                  d. any reclassification of securities (including any reverse
         stock split), or recapitalization of the Company, or any merger or
         consolidation of the Company with any of its Subsidiaries or any other
         transaction (whether or not with or otherwise involving a Substantial
         Shareholder) that has the effect, directly or indirectly, of increasing
         the proportionate share of any class or series, or any securities
         convertible into shares or into equity securities of any Subsidiary,
         that is beneficially owned by any Substantial Shareholder or any
         Affiliate or Associate of any Substantial Shareholder; or

                  e. any agreement, contract or other arrangement providing for
         any one or more of the actions specified in the foregoing clauses (a)
         to (d).

         2.       The term "Voting Stock" shall mean all shares issued from time
to time under Article FOURTH of this Certificate of Incorporation and which by
its terms may be voted generally in the election of directors of the Company (it
being understood that each share of Voting Stock shall have the number of votes
granted to it pursuant to Article FOURTH).

         3.       The term "person" shall mean any individual, firm, corporation
or other entity and shall include any group comprised of any person and any
other person with whom such person or any Affiliate or Associate of such person
has any agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of shares.

         4.       The term "Interested Shareholder" shall mean any person (other
than the Company or any Subsidiary) who or which:

                  (a) is the beneficial owner (as hereinafter defined), directly
         or indirectly, in the aggregate of three percent (3%) or more of the
         class of securities to be acquired; or

                  (b) is an Affiliate or Associate of the Company and at any
         time within the two-year period immediately prior to the date in
         question was the beneficial owner, directly or indirectly, in the
         aggregate of three percent (3%) or more of the class of securities to
         be acquired; or

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

         5.       The term "Substantial Shareholder" shall mean any person
(other than the Company or any Subsidiary) who or which:

                  (a) is the beneficial owner, directly or indirectly, in the
         aggregate of more than twenty percent (20%) of the voting power of the
         outstanding Voting Stock; or

                  (b) is an Affiliate or Associate of the Company and at any
         time within the two-year period immediately prior to the date in
         question was the beneficial owner, directly or

                                       29
<PAGE>

         indirectly, in the aggregate of twenty percent (20%) or more of the
         voting power of the then outstanding Voting Stock; or

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

         6.       A person shall be a "beneficial owner" of any Voting Stock:

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

                  (b) which such person or any of its Affiliates or Associates
         has

                           (i) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or

                           (ii) the right to vote pursuant to any agreement,
                  arrangement or understanding; or

                  (c) which are beneficially owned, directly or indirectly, by
         any other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing of any shares of
         Voting Stock.

         7.       For the purposes of determining whether a person is an
Interested Shareholder pursuant to Paragraph 4 of this Section D, or a
Substantial Shareholder pursuant to Paragraph 5 of this Section D, the number of
shares of Voting Stock deemed to be outstanding shall include all shares deemed
owned by such person through application of Paragraph 6 of this Section D but
shall not include any other shares of Voting Stock which may be issuable to
others pursuant to any agreement, arrangement or understanding, or upon exercise
of conversion rights, warrants or options, or otherwise.

         8.       The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on
February 1, 1985.

         9.       The term "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Company; provided, however, that for the purposes of the definition of a
Substantial Shareholder set forth in Paragraph 5 of this Section D, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Company.

                                       30
<PAGE>

         10.      The term "Disinterested Director" means any member of the
Board of Directors of the Company who is unaffiliated with the Substantial
Shareholder and was a member of the Board of Directors prior to the time that
the Substantial Shareholder became a Substantial Shareholder, and any successor
of a Disinterested Director who is unaffiliated with the Substantial Shareholder
and is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.

         11.      The term "Fair Market Value" means:

                  (a) in the case of cash, the amount of such cash;

                  (b) in the case of stock, the highest closing sale price
         during the 30-day period immediately preceding the date in question of
         a share of such stock on the Composite Tape for New York Stock
         Exchange-Listed Stocks, or, if such stock is not quoted on the
         Composite Tape, on the New York Stock Exchange, or, if such stock is
         not listed on such Exchange, on the principal United States securities
         exchange registered under the Securities Exchange Act of 1934 on which
         such stock is listed, or, if such stock is not listed on any such
         exchange, the highest closing bid quotation with respect to a share of
         such stock during the 30-day period preceding the date in question on
         the National Association of Securities Dealers, Inc. Automated
         Quotations System or any similar system then in use, or if no such
         quotations are available, the fair market value on the date in question
         of a share of such stock as determined in good faith by a majority of
         the Disinterested Directors present at a meeting of the Board of
         Directors at which a quorum is present; and

                  (c) in the case of property other than cash or stock, the fair
         market value of such property on the date in question as determined in
         good faith by a majority of the Disinterested Directors present at a
         meeting of the Board of Directors at which a quorum is present.

         12.      In the event of any Business Combination in which the Company
survives, the phrase "consideration other than cash to be received" as used in
Paragraphs 2.a. and 2.b. of Section C of this Article ELEVENTH shall include the
shares of Common Stock and/or the shares of any other class of series of shares
retained by the holders of such shares.

         E. Powers of the Board of Directors. A majority of the Disinterested
Directors present at a meeting of the Board of Directors at which a quorum is
present shall have the power and duty to determine for the purposes of this
Article ELEVENTH, on the basis of information known to them after reasonable
inquiry, (a) whether a person is an Interested Shareholder or a Substantial
Shareholder, (b) the number of shares of Voting Stock beneficially owned by any
person, (c) the length of time such shares are beneficially owned by any person,
(d) whether a person is an Affiliate or Associate of another, (e) whether the
assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Company or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $25,000,000 or more, and (f) such other matters with respect to
which a determination or interpretation is required under this Article ELEVENTH.

                                       31
<PAGE>

         F. No Effect on Fiduciary Obligation of Interested Shareholder or
Substantial Shareholder. Nothing contained in this Article ELEVENTH shall be
construed to relieve any Interested Shareholder or Substantial Shareholder from
any fiduciary obligation imposed by law.

         G. Amendment, Repeal, etc. Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws (and notwithstanding the fact that a
lesser percentage may be specified by law, this Certificate of Incorporation or
the By-Laws of this Company or otherwise), the affirmative vote of not less than
eighty percent (80%) of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock, voting together as a single class, shall be
required to amend, repeal or adopt any provisions inconsistent with this Article
ELEVENTH; provided, however, that this Section G shall not apply to, and such
eighty percent (80%) vote shall not be required for, any amendment, repeal or
adoption recommendation by a majority of the Disinterested Directors present at
a meeting of the Board of Directors at which a quorum is present.

         TWELFTH -- No member of the Board of Directors shall have any personal
liability to the Company or its shareholders for damages for any breach of duty
in such capacity, provided that this Article shall not eliminate or limit:

                  (i) the liability of any Director if a judgment or other final
         adjudication adverse to him or her establishes that his or her acts or
         omissions were in bad faith or involved intentional misconduct or a
         knowing violation of law or that he or she personally gained in fact a
         financial profit or other advantage to which he or she was not legally
         entitled or that his or her acts violated section 719 of the Business
         Corporation Law; or

                  (ii) the liability of any Director for any act or omission
         prior to the adoption of this Article.

         Neither the amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of any
act or omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision.

                                    * * * * *

         5.       This amendment and restatement of the Certificate of
Incorporation of the Company was authorized by the unanimous vote of the Board
of Directors of the Company at a meeting duly called and held, a quorum being
present, on February 19, 2001 and by a vote of the holders of a majority of the
outstanding shares of the Company's Common Stock at a meeting duly called and
held, a quorum being present, on April 17, 2001.

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<PAGE>

         IN WITNESS WHEREOF, we have signed this certificate on the 22nd day of
October, 2003.

                                             GOODRICH CORPORATION

                                                 /s/ Marshall O. Larsen

                                                     Marshall O. Larsen
                                              Chairman, President and
                                                Chief Executive Officer

                                                 /s/ Alexander C. Schoch

                                                     Alexander C. Schoch
                                              Vice President, Associate General
                                                  Counsel and Secretary

                                       33