<PAGE>
                                                                    EXHIBIT 3(A)


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            THE B.F.GOODRICH COMPANY

                            UNDER SECTION 807 OF THE

                            BUSINESS CORPORATION LAW



         We, the undersigned, Jon V. Heider and Nicholas J. Calise, being
respectively Senior Vice President and Secretary of THE B.F.GOODRICH COMPANY, do
hereby certify as follows:

         1. The name of the corporation is THE B.F.GOODRICH COMPANY, hereinafter
referred to as the "Company".

         2. The Certificate of Incorporation was filed by the Department of
State on the 2nd day of May, 1912.

         3. The Certificate of Incorporation is hereby amended to modify
paragraph A of Article ELEVENTH relating to repurchases from an Interested
Shareholder (as defined) in three respects. First, it requires that any proposed
repurchase of shares from an Interested Shareholder requiring the approval of
shareholders also requires the approval of a majority of the non-officer
directors. Second, it requires the cost of any such shareholder solicitation to
be at the expense of the Interested Shareholder. Finally, the amendment further
limits the price at which a purchase of shares could be made from an Interested
Shareholder without shareholder approval to the higher of (i) the closing price
on the last trading day 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.

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





                         CERTIFICATE OF INCORPORATION OF
                            THE B.F.GOODRICH COMPANY

         We, the undersigned, all being persons of full age and at least
two-thirds being citizens of the United States and at least one of us a resident
of the State of New York, desiring to form a stock corporation (other than a
moneyed corporation, or a corporation provided for by the banking, the
insurance, the


<PAGE>

railroad and the transportation corporation laws, or an educational institution
or corporation which may be incorporated as provided in the education law)
pursuant to the provisions of the Business Corporation Law of the State of New
York, do hereby make, sign, acknowledge and file this certificate for that
purpose as follows:

         FIRST - The name of the corporation shall be THE B.F.GOODRICH COMPANY,
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 110,000,000, divided into 10,000,000 shares of Series
Preferred Stock of the par value of $1 per share (hereafter called "Series
Preferred Stock"), and 100,000,000 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:

         (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:

                                       2
<PAGE>

                  (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
                  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


                                       3
<PAGE>

                    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;


                                       4


<PAGE>

          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.

               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


                                       5
<PAGE>

          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 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


                                       6
<PAGE>

          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.

                  6.         $7.85 Cumulative Preferred Stock, Series A.

                    (i) The distinctive serial designation of the first series
                    of Series Preferred Stock, which shall be a closed series,
                    shall be "$7.85 Cumulative Preferred Stock, Series A ($1 par
                    value)" (hereinafter called "Series A Stock").

                    (ii) The number of shares of Series A Stock shall be
                    250,000.

                    (iii) The annual rate of dividends payable on shares of
                    Series A Stock shall be $7.85 per year and no more, payable
                    quarterly on the last days of March, June, September and
                    December, respectively, in each year with respect to the
                    quarterly dividend

                                       7
<PAGE>

                   period (or portion thereof) ending on such dividend payment
                   date; provided, however, that in the case of any shares of
                   Series A Stock issued prior to October 1, 1972, the first
                   dividend payment, of dividends accrued since the date of
                   issue, shall be made on December 31, 1972.

                  (iv) Dividends on the shares of Series A Stock shall be
                  cumulative from the date or dates of issue thereof. The
                  holders of Series A Stock, in preference to the holders of any
                  junior stock, shall be entitled to receive, as and when
                  declared by the Board of Directors out of any funds legally
                  available therefor, cash dividends at the rate fixed in
                  subdivision (iii) hereof. The term "junior stock" as used
                  herein means Common Stock or any other stock of the Company
                  which by its terms is junior to Series Preferred Stock in
                  respect of dividends or payments in liquidation.

                  In no event, so long as any Shares of Series A Stock shall be
                  outstanding, shall any dividend, whether in cash or property,
                  be paid or declared, nor shall any other distribution be
                  ordered or made, on any junior stock, nor shall any shares of
                  any capital stock of the Company be purchased, redeemed or
                  otherwise acquired for value by the Company or by any
                  subsidiary of the Company, unless (A) all dividends on Series
                  A Stock for all past quarterly dividend periods and in the
                  case of a dividend or distribution, for the then current
                  quarterly period, shall have been paid or declared and a sum
                  sufficient for the payment thereof set apart and (B) the
                  Company shall have set aside all funds required for the
                  Sinking Fund for Series A Stock provided for in clause (vii)
                  of this paragraph 6 through the date of such payment,
                  declaration, distribution, purchase, redemption or other
                  acquisition. The provisions of this paragraph shall not,
                  however, apply to a dividend payable in any junior stock, to
                  the acquisition of shares of any junior stock in exchange for
                  shares of any other junior stock or to the acquisition of
                  shares of capital stock other than junior stock pursuant to a
                  tender offer made on a pro rata basis for all shares of
                  capital stock of the Company other than junior stock.

                  (v) In the event of any voluntary liquidation, dissolution or
                  winding up of the affairs of the Company, then before any
                  distribution or payment shall be made to the holders of any
                  junior stock, the holders of Series A Stock shall be entitled
                  to be paid in full the redemption price in effect at the time
                  of the distribution or payment date as provided in clause (vi)
                  of this paragraph 6, together with accrued dividends to such
                  distribution or payment date whether or not earned or
                  declared. In the event of any involuntary liquidation,
                  dissolution or winding up of the affairs of the


                                       8
<PAGE>



                  Company, then, before any distribution or payment shall be
                  made to the holders of any junior stock, the holders of Series
                  A Stock shall be entitled to be paid in full an amount equal
                  to $100 per share, together with accrued dividends to such
                  distribution or payment date whether or not earned or
                  declared.

                  (vi) Series A Stock may be redeemed, as a whole or in part, at
                  the option of the Company by vote of its Board of Directors,
                  at any time or from time to time, at the redemption price in
                  effect at the redemption date as provided in this clause (vi),
                  together with accrued dividends to the redemption date;
                  provided however, that no such redemption may be made prior to
                  August 15, 1982 directly or indirectly from the proceeds of,
                  or as a part of, or in anticipation of, any refunding
                  operation involving the incurring of indebtedness, or issuance
                  of stock ranking prior to or on a parity with Series A Stock
                  in respect of dividends or upon liquidation, at an interest
                  cost on indebtedness or dividend yield on capital stock of
                  less than 7.85% both calculated in accordance with accepted
                  financial practice. The redemption prices per share for shares
                  of Series A Stock redeemed at any time during the twelve
                  months' periods indicated shall be as follows:


<TABLE>
<CAPTION>
        12 MONTHS
        BEGINNING                  12 MONTHS BEGINNING
        AUGUST 15       PRICE           AUGUST 15        PRICE
<S>        <C>         <C>                <C>           <C>
           1972        $107.85            1982          $103.92
           1973         107.46            1983           103.53
           1974         107.06            1984           103.14
           1975         106.67            1985           102.75
           1976         106.28            1986           102.36
           1977         105.89            1987           101.96
           1978         105.50            1988           101.57
           1979         105.10            1989           101.18
           1980         104.71            1990           100.78
           1981         104.32            1991           100.39
                        and $100 per share thereafter.
</TABLE>


                  The provisions of paragraph 5 of this section (a) of Article
                  FOURTH applicable to redemption of all Series Preferred Stock
                  shall apply to Series A Stock, provided that, in addition, in
                  the case of any redemption of Series A Stock the Company shall
                  deposit, before the redemption date, 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

                                       9
<PAGE>

                  be applied to such redemption, and the amounts shall be made
                  payable at the office of such bank or trust company.


                  (vii) There shall be a sinking fund (hereinafter called the
                  "Sinking Fund") for the benefit of the shares of Series A
                  Stock. For the purposes of the Sinking Fund, out of any net
                  assets of the Company legally available therefor, before any
                  dividends, in cash or property, shall be paid or declared, or
                  any distribution ordered or made on any junior stock, and
                  before any shares of any capital stock of the Company shall be
                  purchased, redeemed, or otherwise acquired for value by the
                  Company or any subsidiary, the Company shall set aside in cash
                  annually on July 16 in each year commencing with July 16,
                  1979, so long as there shall be outstanding any shares of
                  Series A Stock, an amount sufficient to redeem 12,500 shares
                  of Series A Stock (or such lesser number as remains
                  outstanding), at a price (the `Sinking Fund Redemption Price")
                  of $100 per share plus an amount equal to dividends accrued
                  thereon to the date fixed for redemption; provided, however,
                  that there shall be allowed to the Company as a credit
                  thereagainst any shares of Series A Stock which the Company
                  may have acquired or redeemed (otherwise than through the
                  operation of the Sinking Fund) which have not theretofore been
                  used for the purpose of any such credit and which shares shall
                  have been set aside by the Company for the purpose of the
                  Sinking Fund. The Sinking Fund shall be cumulative so that if
                  on any such July 16 the net assets of the Company legally
                  available therefor shall be insufficient to permit any such
                  amount to be set aside in full, or if for any other reason
                  such amount shall not have been set aside in full, the amount
                  of the deficiency shall be set aside, but without interest,
                  before any dividend, in cash or property, shall be paid or
                  declared, or any other distribution ordered or made, on any
                  junior stock and before any shares of any capital stock of the
                  Company shall be purchased, redeemed or otherwise acquired for
                  value by the Company or by any subsidiary of the Company,
                  subject to the exceptions provided in the last sentence of
                  clause (iv) of this paragraph 6. Moneys in the Sinking Fund
                  shall be applied within thirty days after having been set
                  aside to the redemption of shares of Series A Stock as above
                  provided. The Company may elect to redeem, on any Sinking Fund
                  redemption date, up to an additional 12,500 shares of Series A
                  Stock at the Sinking Fund Redemption Price. Such optional
                  redemption privilege shall not be cumulative from year to
                  year.

                  The provisions of paragraph 5 of this section (a) of Article
                  FOURTH shall apply to all Sinking Fund redemptions of Series A
                  Stock


                                       10
<PAGE>

                  provided that, in addition, in the case of Sinking Fund
                  redemptions of Series A Stock the Company shall deposit,
                  before the redemption date, with a bank or trust company
                  meeting the requirements of clause (vi) of this paragraph 6,
                  funds necessary for such redemption, and the amounts shall be
                  made payable at the office of such bank or trust company.

                  (viii) The holders of Series A Stock shall be entitled to vote
                  only as hereinafter and in paragraph 3 of this section (a) of
                  Article FOURTH provided. Each stockholder of Series A Stock
                  entitled to vote at any particular time shall have one vote
                  for each share of Series A Stock held of record by him and
                  entitled to voting rights.

                  So long as any shares of Series A Stock are outstanding, in
                  addition to any other vote or consent of shareholders required
                  in this Certificate of Incorporation or by law, the approval
                  of the holders of at least sixty-six and two-thirds percent
                  (66-2/3%) of Series A Stock at the time outstanding, shall be
                  necessary for effecting or validating:

                           (a) any amendment, alteration or repeal of any of the
                           provisions of the Certificate of Incorporation, or of
                           the By-Laws, of the Company, which affects adversely
                           the voting powers of any other rights or preferences
                           of the holders of Series A Stock;

                           (b) authorization or creation of any class of stock
                           of the Company ranking prior to or on a parity with
                           Series Preferred Stock in respect of dividends or
                           payments in liquidation, or any increase in the
                           number of authorized shares of Series Preferred
                           Stock;

                           (c) issuance of any shares of any other series of
                           Series Preferred Stock unless, after giving pro forma
                           effect to the issuance of such shares and any
                           concurrent stock or debt retirement, net income of
                           the Company for any period of twelve consecutive
                           months within the preceding eighteen calendar months
                           exceeds two times the aggregate of all annual
                           dividend requirements of Series A Stock and all
                           shares (outstanding pro forma) ranking prior to or on
                           a parity with Series A Stock with respect to
                           dividends; or

                           (d) any merger, consolidation, sale of assets or
                           other transaction the effect of which, in any such
                           case, is to accomplish an event otherwise requiring
                           approval by holders of 66-2/3% of Series B Stock
                           under this clause (viii).

                                       11
<PAGE>

                  7.       $.975 Cumulative Preferred Stock, Series B.

                  (i) The distinctive serial designation of the second series of
                  Series Preferred Stock, which shall be a closed series, shall
                  be "$.975 Cumulative Preferred Stock, Series B ($1 par value)"
                  (hereinafter called "Series B Stock").

                  (ii) The number of shares of Series B Stock shall be 450,000.

                  (iii) The annual rate of dividends payable on shares of Series
                  B Stock shall be $.975 per year and no more, payable quarterly
                  on the last day of March, June, September and December,
                  respectively, in each year with respect to the quarterly
                  dividend period (or portion thereof) ending on such dividend
                  payment date; provided, however, that in the case of any
                  shares of Series B Stock issued prior to October 1, 1978, the
                  first dividend payment, which shall be of dividends accrued
                  since the date of issue, shall be made on December 31, 1978.

                  (iv)     Dividends on the shares of Series B Stock shall be
                  cumulative from the date or dates of issue thereof. The
                  holders of Series B Stock, in preference to the holders of any
                  junior stock, shall be entitled to receive, as and when
                  declared by the Board of Directors out of any funds legally
                  available therefor, cash dividends at the rate fixed in
                  subdivision (iii) hereof. The term "junior stock" as used
                  herein means Common Stock or any other stock of the Company
                  which by its terms is junior to Series Preferred Stock in
                  respect of dividends or payments in liquidation.

                  In no event, so long as any shares of Series B Stock shall be
                  outstanding, shall any dividend, whether in cash or property,
                  be paid or declared, nor shall any other distribution be
                  ordered or made, on any junior stock, nor shall any shares of
                  any capital stock of the Company be purchased, redeemed or
                  otherwise acquired for value by the Company or by any
                  subsidiary of the Company, unless (A) all dividends on Series
                  B Stock for all past quarterly dividend periods and, in the
                  case of a dividend or distribution, for the then current
                  quarterly period, shall have been paid or declared and a sum
                  sufficient for the payment thereof set apart, and (B) the
                  Company shall have set aside all funds required for the
                  Sinking Fund for Series B Stock provided for in clause (vii)
                  of this paragraph 7 through the date of such payment,
                  declaration, distribution, purchase, redemption or other
                  acquisition. The provisions of this paragraph shall not,
                  however, apply to a dividend payable in any junior



                                       12
<PAGE>

                  stock, to the acquisition of shares of any junior stock in
                  exchange for shares of any other junior stock or to the
                  acquisition of shares of capital stock other than junior stock
                  pursuant to a tender offer made on a pro rata basis for all
                  shares of capital stock of the Company other than junior
                  stock.

                  (v) In the event of any voluntary liquidation, dissolution or
                  winding up of the affairs of the Company, then before any
                  distribution or payment shall be made to the holders of any
                  junior stock, the holders of Series B Stock shall be entitled
                  to be paid in full the redemption price in effect at the time
                  of the distribution or payment date as provided in clause (vi)
                  of this paragraph 7 (or at the redemption price for the 12
                  months beginning July 15, 1983 in the event of a distribution
                  or payment date prior to July 15, 1983), together with accrued
                  dividends to such distribution or payment date whether or not
                  earned or declared. In the event of any involuntary
                  liquidation, dissolution or winding up of the affairs of the
                  Company, then, before any distribution or payment shall be
                  made to the holders of any junior stock, the holders of Series
                  B Stock shall be entitled to be paid in full an amount equal
                  to $10 per share, together with accrued dividends to such
                  distribution or payment date whether or not earned or
                  declared.

                  (vi) Series B Stock may be redeemed, as a whole or in part, at
                  the option of the Company by vote of its Board of Directors,
                  at any time or from time to time, at the redemption price in
                  effect at the redemption date as provided in this clause (vi),
                  together with accrued dividends to the redemption date;
                  provided, however, that no such redemption may be made prior
                  to July 15, 1983 or the date five years from the original
                  issue date of the Series B Stock, whichever is later. The
                  redemption prices per share for shares of Series B Stock
                  redeemed at any time during the twelve month periods indicated
                  shall be as follows:



<TABLE>
<CAPTION>
                12 MONTHS                               12 MONTHS
                BEGINNING                               BEGINNING
                 JULY 15          PRICE                  JULY 15       PRICE
<S>               <C>            <C>                       <C>        <C>
                  1983           $10.49                    1988       $10.24
                  1984            10.44                    1989        10.20
                  1985            10.39                    1990        10.15
                  1986            10.34                    1991        10.10
                  1987            10.29                    1992        10.05
                          and $10 per share thereafter.
</TABLE>

                  The provisions of paragraph 5 of this section (a) of Article
                  FOURTH applicable to redemption of all Series Preferred Stock
                  shall apply to Series B Stock, provided that, in addition, in
                  the case of any

                                       13
<PAGE>


                  redemption of Series B Stock the Company shall deposit, before
                  the redemption date, 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 such redemption and the
                  amounts shall be made payable at the office of such bank or
                  trust company.

                  (vii) There shall be a sinking fund (hereinafter called the
                  "Series B Sinking Fund") for the benefit of the shares of
                  Series B Stock. For the purposes of the Series B Sinking Fund,
                  out of any net assets of the company legally available
                  therefor, before any dividends, in cash or property, shall be
                  paid or declared, or any distribution ordered or made on any
                  junior stock, and before any shares of any capital stock of
                  the Company shall be purchased, redeemed, or otherwise
                  acquired for value by the Company or any subsidiary, the
                  Company shall set aside in cash annually on June 15 in each
                  year commencing with June 15, 1983 (provided the first such
                  date shall be on the fifth anniversary of the original issue
                  date of the Series B Stock if such original issue date is
                  later than June 15, 1978), so long as there shall be
                  outstanding any shares of Series B Stock, an amount sufficient
                  to redeem 30,000 shares of Series B Stock (or such lesser
                  number as remains outstanding), at a price (the "Series B
                  Sinking Fund Redemption Price") of $10 per share plus an
                  amount equal to dividends accrued thereon to the date fixed
                  for redemption; provided, however, that there shall be allowed
                  to the Company as a credit thereagainst any shares of Series B
                  Stock which the Company may have acquired or redeemed
                  (otherwise than through the operation of the Series B Sinking
                  Fund) which have not theretofore been used for the purpose of
                  any such credit and which shares shall have been set aside by
                  the Company for the purpose of the Series B Sinking Fund. The
                  Series B Sinking Fund shall be cumulative so that if on any
                  such June 15 or the fifth anniversary date referred to above,
                  in the case of June 15, 1983, the net assets of the Company
                  legally available therefor shall be insufficient to permit any
                  such amount to be set aside in full, or if for any other
                  reason such amount shall not have been set aside in full, the
                  amount of the deficiency shall be set aside, but without
                  interest, before any dividend, in cash or property shall be
                  paid or declared, or any other distribution ordered or made,
                  on any junior stock and before any shares of any capital stock
                  of the Company shall be purchased, redeemed or otherwise
                  acquired for value by the Company or by an subsidiary of the
                  Company, subject to the exceptions provided in the last
                  sentence of clause (iv) of this paragraph 7. Moneys in the
                  Series B Sinking Fund shall be applied within thirty days
                  after having been set aside to the redemption of shares of
                  Series B Stock as above provided. The

                                       14
<PAGE>

                  Company may elect to redeem, on any Series B Sinking Fund
                  Redemption Date, up to an additional 30,000 shares of Series B
                  Stock at the Series B Sinking Fund Redemption Price. Such
                  optional redemption privilege shall not be cumulative from
                  year to year.

                  The provisions of paragraph 5 of this section (a) of Article
                  FOURTH shall apply to all Sinking Fund redemption of Series B
                  Stock provided that, in addition, in the case of Series B
                  Sinking Fund redemption of Series B Stock the Company shall
                  deposit, before the redemption date, with a bank or trust
                  company meeting the requirements of clause (vi) of this
                  paragraph 7, funds necessary for such redemption, and the
                  amounts shall be made payable at the office of such bank or
                  trust company.

                  (viii) The holders of Series B Stock shall be entitled to vote
                  only as hereinafter provided and as provided in paragraph 3 of
                  this section (a) of Article FOURTH. Each stockholder of Series
                  B Stock entitled to vote at any particular time shall have one
                  vote for each share of Series B Stock held of record by him
                  and entitled to voting rights.

                  So long as any shares of Series B Stock are outstanding, in
                  addition to any other vote or consent of shareholders required
                  in this Certificate of Incorporation or by law, the approval
                  of the holders of at least sixty-six and two-thirds percent
                  (66-2/3%) of Series B Stock at the time outstanding shall be
                  necessary for effecting or validating:

                           (a) any amendment, alteration or repeal of any of the
                           provisions of the Certificate of Incorporation, or of
                           the By-Laws, of the company, which affects adversely
                           the voting powers or any other rights or preferences
                           of the holders of Series B Stock;

                           (b) authorization or creation of any class of stock
                           of the Company ranking prior to or on a parity with
                           Series Preferred Stock in respect of dividends or
                           payments in liquidation, or any increase in the
                           number of authorized shares of Series Preferred
                           Stock;

                           (c) issuance of any shares of any other series of
                           Series Preferred Stock unless, after giving pro forma
                           effect to the issuance of such shares and any
                           concurrent stock or debt retirement, net income of
                           the Company for any period of twelve consecutive
                           months within the preceding eighteen


                                       15
<PAGE>

                           calendar months exceeds two times the aggregate of
                           all annual dividend requirements of Series B Stock
                           and all shares (outstanding pro forma) ranking prior
                           to or on a parity with Series B Stock with respect to
                           dividends; or

                           (d) any merger, consolidation, sale of assets or
                           other transaction the effect of which, in any such
                           case, is to accomplish an event otherwise requiring
                           approval by holders of 66-2/3% of Series B Stock
                           under this clause (viii).

                  8. $3.125 Cumulative Convertible Preferred Stock, Series C.

                  (i) The distinctive serial designation of the third series of
                  Series Preferred Stock, which shall be a closed series, shall
                  be "$3.125 Cumulative Convertible Preferred Stock, Series C
                  ($1 par value)" (hereinafter called "Series C Stock").

                  (ii) The number of shares of Series C Stock shall be
                  3,538,936.

                  (iii) The annual rate of dividends payable on shares of Series
                  C Stock shall be $3.125 per year and no more, payable
                  quarterly on the last day of march, June, September and
                  December in each year with respect to the quarterly dividend
                  period (or portion thereof) ending on such dividend payment
                  date; provided, however, that in the case of any shares of
                  Series C Stock issued prior to June 30, 1981, the first
                  dividend payment, which shall be of dividends accrued since
                  February 15, 1981, shall be made on June 30, 1981.

                  (iv) Dividends on the shares of Series C Stock shall be
                  cumulative from February 15, 1981. The holders of Series C
                  Stock, in preference to the holders of any junior stock, shall
                  be entitled to receive, as and when declared by the Board of
                  Directors out of any funds legally available therefor, cash
                  dividends at the rate fixed in clause (iii) of this paragraph
                  8. The term "junior stock" as used herein means Common Stock
                  or any other stock of the Company which by its terms is junior
                  to Series Preferred Stock in respect of dividends or payments
                  in liquidation.

                  In no event, so long as any shares of Series C Stock shall be
                  outstanding, shall, any dividend, whether in cash or property,
                  be paid or declared, nor shall any other distribution be
                  ordered or made, on any junior stock, nor shall any shares of
                  any capital stock of the Company be purchased, redeemed or
                  otherwise acquired for value by the Company or by any
                  subsidiary of the Company, unless all dividends on Series C
                  Stock for all past quarterly dividend


                                       16
<PAGE>


                  periods and, in the case of a dividend or distribution, for
                  the then current quarterly period, shall have been paid or
                  declared and a sum sufficient for the payment thereof set
                  apart. The provisions of this clause (iv) shall not however,
                  apply to a dividend payable in any junior stock, to the
                  acquisition of shares of any junior stock in exchange for
                  shares of any other junior stock or to the acquisition of
                  shares of capital stock other than junior stock pursuant to a
                  tender offer made on a pro rata basis for all shares of
                  capital stock of the Company other than junior stock (based on
                  the aggregate involuntary liquidation value of each series of
                  such capital stock outstanding).

                  (v) In the event of any voluntary liquidation, dissolution or
                  winding up of the affairs of the Company, then before any
                  distribution or payment shall be made to the holders of any
                  junior stock, the holders of Series C Stock shall be entitled
                  to be paid in full the redemption price in effect at the time
                  of the distribution or payment date as provided in clause (vi)
                  of this paragraph 8, together with accrued dividends to such
                  distribution or payment date, whether or not earned or
                  declared. In the event of any involuntary liquidation,
                  dissolution or winding up of the affairs of the Company, then,
                  before any distribution or payment shall be made to the
                  holders of any junior stock, the holders of Series C Stock
                  shall be entitled to be paid in full an amount equal to $25
                  per share, together with accrued dividends to such
                  distribution or payment date, whether or not earned or
                  declared.

                  (vi) Series C Stock may be redeemed, as a whole or in part, at
                  the option of the Company by vote of its Board of Directors,
                  at any time or from time to time, at the redemption price in
                  effect at the redemption date as provided in this clause (vi),
                  together with accrued dividends to the redemption date,
                  whether or not earned or declared. The redemption prices per
                  share for shares of Series C Stock redeemed at any time during
                  the twelve-month periods indicated shall be as follows:
<TABLE>
<CAPTION>
               12 MONTHS                              12 MONTHS
               BEGINNING                              BEGINNING
              FEBRUARY 15       PRICE                FEBRUARY 15       PRICE
<S>              <C>          <C>                       <C>          <C>
                 1981         $28.125                   1986         $26.563
                 1982          27.813                   1987          26.250
                 1983          27,500                   1988          25.938
                 1984          27.188                   1989          25.625
                 1985          26.875                   1990          25.313
                               and $25 per share thereafter.
</TABLE>

                                       17

<PAGE>

                  The provisions of paragraph 5 of this section (a) of article
                  FOURTH applicable to redemption of all Series Preferred Stock
                  shall apply to Series C Stock, provided that, in addition, in
                  the case of any redemption of Series C Stock the Company shall
                  deposit, before the redemption date, 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 such
                  redemption and the amounts shall be made payable at the office
                  of such bank or trust company.

                  (vii) The holders of Series C Stock shall be entitled to vote
                  only as hereinafter provided and as provided in paragraph 3 of
                  this section (a) of Article FOURTH. Each stockholder of Series
                  C Stock entitled to vote at any particular time shall have one
                  vote for each share of Series C Stock held of record by him
                  and entitled to voting rights.

                  So long as any shares of Series C Stock are outstanding, in
                  addition to any other vote or consent of stockholders required
                  in this Certificate of Incorporation or by law, the approval
                  of the holders of at least sixty-six and two-thirds percent
                  (66-2/3%) of Series C Stock at the time outstanding shall be
                  necessary for effecting or validating:

                           (a) any amendment, alteration or repeal of any of the
                           provisions of the Certificate of Incorporation, or of
                           the By-Laws, of the Company, which affects adversely
                           the voting powers or any other rights or preferences
                           of the holders of Series C Stock;

                           (b) authorization or creation of any class of stock
                           of the Company ranking prior to or on a parity with
                           Series Preferred Stock in respect of dividends or
                           payments in liquidation, or any increase in the
                           number of authorized shares of Series Preferred
                           Stock;

                           (c) issuance of any shares of any other series of
                           Series Preferred Stock unless, after giving pro forma
                           effect to the issuance of such shares and any
                           concurrent stock or debt retirement, net income of
                           the Company for any period of twelve consecutive
                           months within the preceding eighteen calendar months
                           exceeds two times the aggregate of all annual
                           dividend requirements of Series C Stock and all

                                       18
<PAGE>

                           shares (outstanding pro forma) ranking prior to or on
                           a parity with Series C Stock with respect to
                           dividends; or

                           (d) any merger, consolidation, sale of assets or
                           other transaction the effect of which, in any such
                           case, is to accomplish an event otherwise requiring
                           approval by holders of 66-2/3% of Series C Stock
                           under this clause (vii).

                  (viii)   (A) Subject to the provisions for adjustment
                           hereinafter set forth, each share of Series C Stock
                           shall be convertible at the option of the holder
                           thereof, upon surrender at the principal office of
                           the Company and at such other office or offices as
                           the Board of Directors may designate, of the
                           certificate for the share so to be converted, duly
                           endorsed or assigned to the Company in blank, into
                           .833 fully paid and nonassessable shares of Common
                           Stock of the Company. The right to convert shares of
                           Series C Stock called for redemption shall terminate
                           at the close of business on the date fixed for
                           redemption. Upon conversion, no allowance or
                           adjustment shall be made for dividends on either
                           class of stock.

                           (B) The number of shares of Common Stock and the
                           number of any other shares of the Company, if any,
                           into which each share of Series C Stock is
                           convertible shall be adjusted from time to time as
                           follows:

                                    (1) In case the Company shall (x) pay a
                                    dividend on its Common Stock in other
                                    shares, (y) subdivide its outstanding Common
                                    Stock or (z) combine its outstanding Common
                                    Stock into a smaller number of shares of
                                    Common Stock, or issue by reclassification
                                    of its shares of Common Stock (whether
                                    pursuant to a merger or consolidation or
                                    otherwise) any other shares of the Company,
                                    then the holder of each share of Series C
                                    Stock shall be entitled to receive, upon the
                                    conversion of such share, the number of
                                    shares of the Company which he would have
                                    owned or have been entitled to receive after
                                    the happening of any of the events described
                                    above had such share been converted
                                    immediately prior to the happening of such
                                    event. Such adjustment shall be made
                                    whenever any of the events listed above
                                    shall occur. An adjustment made pursuant to
                                    this subclause (B)(1) shall become effective
                                    retroactively with respect to conversions
                                    made subsequent to the record date in the
                                    case of a

                                       19
<PAGE>



                                    dividend and shall become effective
                                    immediately after the effective date in the
                                    case of a subdivision, combination or
                                    reclassification;

                                    (2) In case the Company shall issue rights
                                    or warrants to the holders of its Common
                                    Stock as such entitling them to subscribe
                                    for a purchase Common Stock at a price per
                                    share less than the current market price per
                                    share (as defined in subclause (C) below) on
                                    such record date, then in each such case the
                                    number of shares of Common Stock into which
                                    each share of Series C Stock shall
                                    thereafter be convertible shall be
                                    determined by multiplying the number of
                                    shares of Common Stock into which such share
                                    of Series C Stock was theretofore
                                    convertible by a fraction, of which the
                                    numerator shall be the number of shares of
                                    Common Stock outstanding on the date of
                                    issuance of such rights or warrants plus the
                                    number of additional shares of Common Stock
                                    offered for subscription or purchase, and of
                                    which the denominator shall be the number of
                                    shares of Common Stock outstanding on the
                                    date of issuance of such rights or warrants
                                    plus the number of shares of Common Stock
                                    which the aggregate offering price of the
                                    total number of shares so offered would
                                    purchase at such current market price. For
                                    the purposes of this subclause (B)(2), the
                                    issuance of rights or warrants to subscribe
                                    for or purchase securities convertible into
                                    shares of Common Stock shall be deemed to be
                                    the issuance of rights or warrants to
                                    purchase the shares of Common Stock into
                                    which such securities are convertible at an
                                    aggregate offering price equal to the
                                    aggregate offering price of such securities
                                    plus the minimum aggregate amount (if any)
                                    payable upon conversion of such securities
                                    into shares of Common Stock. Such adjustment
                                    shall be made whenever any such rights or
                                    warrants are issued and shall become
                                    effective retroactively with respect to
                                    conversions made subsequent to the record
                                    date for the determination of shareholders
                                    entitled to receive such rights or warrants.
                                    For purposes of this subclause (B)(2) the
                                    granting of the right to purchase shares of
                                    Common Stock (whether from treasury shares
                                    or otherwise) pursuant to any dividend or
                                    interest reinvestment plan and/or any Common
                                    Stock purchase plan providing

                                       20
<PAGE>


                                    for the reinvestment of dividends or
                                    interest payable on securities of the
                                    Company and/or the investment of periodic
                                    optional payments at a price per share of
                                    not less than 95 percent of the current
                                    market price per share (determined as
                                    provided in such plans) of the Common Stock
                                    (so long as such right to purchase is in no
                                    case evidenced by the delivery of rights and
                                    warrants) shall not be deemed to constitute
                                    an issue of rights or warrants by the
                                    Company within the meaning of this subclause
                                    (B)(2); and

                                    (3) In case the Company shall distribute to
                                    holders of its shares of Common Stock
                                    (whether pursuant to a merger or
                                    consolidation or otherwise) evidences of its
                                    indebtedness or assets (excluding cash
                                    distributions after December 31, 1979 not
                                    exceeding (x) $100,000,000 plus (y) the
                                    aggregate net income of the Company and its
                                    subsidiaries on a consolidated basis after
                                    such date determined in accordance with
                                    generally accepted accounting principals,
                                    less (z) dividends paid after such date on
                                    shares other than shares of Common Stock) or
                                    rights to subscribe (excluding those
                                    referred to in subclause (B)(2) above) then
                                    in each such case the number of shares of
                                    Common Stock into which each share of Series
                                    C Stock shall thereafter be convertible
                                    shall be determined by multiplying the
                                    number of shares of Common Stock into which
                                    such share of Series C Stock was theretofore
                                    convertible by a fraction, of which the
                                    numerator shall be the current market price
                                    per share of Common Stock (as defined in
                                    subclause (C) below) on the record date for
                                    determination of shareholders entitled to
                                    receive such distribution, and of which the
                                    denominator shall be such current market
                                    price per share of Common Stock less the
                                    fair value (as determined by a resolution of
                                    the Board of Directors of the Company filed
                                    with each transfer agent for the Series C
                                    Stock, which determination shall be
                                    conclusive) of the portion of the evidences
                                    of indebtedness or assets or rights to
                                    subscribe applicable to one share of Common
                                    Stock. Such adjustment shall be made
                                    whenever any such distribution is made and
                                    shall become effective retroactively with
                                    respect to conversions made subsequent to
                                    the record date for the determination of
                                    stockholders entitled to receive such
                                    distribution.

                                       21
<PAGE>

                           (C) For the purpose of any computation under
                           subclause (B) above, the current market price per
                           share of Common Stock on any date shall be deemed to
                           be the average of the daily Closing Prices for 30
                           consecutive Trading Days selected by the Company
                           commencing not more than 45 Trading Days before the
                           date in question. The term "Closing Price" on any day
                           shall mean the reported last sale price per share of
                           Common Stock regular way on such day or, in case no
                           such sale takes place on such day, the average of the
                           reported closing bid and asked prices regular way, in
                           each case on the New York Stock Exchange or, if the
                           shares of Common Stock are not listed or admitted to
                           trading on such Exchange, on the American Stock
                           Exchange or, if the shares of Common Stock are not
                           listed or admitted to trading on such Exchange, the
                           principal national securities exchange on which the
                           shares of Common Stock are listed or admitted to
                           trading or, if the shares of Common Stock are not
                           listed or admitted to trading on any national
                           securities exchange, the average of the closing bid
                           and asked prices in the over-the-counter market as
                           reported by the National Association of Securities
                           Dealers' Automated Quotation System, or, if not so
                           reported, as reported by the National Quotation
                           Bureau, Incorporated, or any successor thereof, or,
                           if not so reported, the average of the closing bid
                           and asked prices as furnished by any member of the
                           National Association of Securities Dealers, Inc.
                           selected from time to time by the Company for that
                           purpose; and the term "Trading Day" shall mean a day
                           on which the principal national securities exchange
                           on which the shares of Common Stock are listed or
                           admitted to trading is open for the transaction of
                           business or, if the shares of Common Stock are not
                           listed or admitted to trading on any national
                           securities exchange, a Monday, Tuesday, Wednesday,
                           Thursday or Friday on which banking institutions in
                           the Borough of Manhattan, City and State of New York,
                           are not authorized or obligated by law or executive
                           order to close.

                           (D) No adjustment in the conversion rate shall be
                           required unless such adjustment (plus any adjustments
                           not previously made by reason of this subclause (D))
                           would require an increase or decrease of at least 1%
                           in the number of shares of Common Stock into which
                           each share of Series C Stock is then convertible;
                           provided, however, that any adjustments which by
                           reason of this subclause (D) are not required to be
                           made shall be carried forward and taken into account
                           in any

                                       22
<PAGE>

                           subsequent adjustment. All calculations under this
                           clause (viii) of paragraph 8 shall be made to the
                           nearest one hundred thousandth of a share.

                           (E) The Board of Directors may make such increases in
                           the conversion rate, in addition to those required by
                           this clause (viii) of paragraph 8, as shall be
                           determined by the Board, as evidenced by a Board
                           resolution, to be advisable in order to avoid
                           taxation so far as practicable of any dividend of
                           stock or stock rights or any event treated as such
                           for Federal income tax purposes to the recipients.
                           The Board shall have the power to resolve any
                           ambiguity or correct any error in this clause (viii)
                           of paragraph 8 and its actions in so doing, as
                           evidenced by a Board resolution, shall be final and
                           conclusive.

                           (F) In the event that at any time, as a result of an
                           adjustment made pursuant to subclause (B)(1) above,
                           the holder of any shares of Series C Stock thereafter
                           surrendered for conversion shall become entitled to
                           receive any shares of capital stock of the Company
                           other than shares of Common Stock, thereafter the
                           number of shares so receivable upon conversion of
                           such shares of Series C Stock shall be subject to
                           adjustment from time to time in a manner and on terms
                           as nearly equivalent as practicable to the provisions
                           with respect to the shares of Common Stock contained
                           in subclauses (B)(1) to (B)(3), inclusive, above, and
                           the other provisions of this clause (viii) of
                           paragraph 8 with respect to the shares of Common
                           Stock shall apply on like terms to any such other
                           shares.

                           (G) Whenever the conversion rate is adjusted as
                           herein provided:

                                    (1) The Company shall compute the adjusted
                                    conversion rate and shall cause to be
                                    prepared a certificate signed by the
                                    Company's treasurer setting forth the
                                    adjusted conversion rate and a brief
                                    statement of the facts requiring such
                                    adjustment and the computation thereof; such
                                    certificate shall forthwith be filed with
                                    each transfer agent for the Series C Stock;
                                    and

                                    (2) A notice stating that the conversion
                                    rate has been adjusted and setting forth the
                                    adjusted conversion rate shall, as soon as
                                    practicable, be


                                       23
<PAGE>

                                    mailed to the holders of record of
                                    outstanding shares of the Series C Stock.

                           (H) In case:

                                    (1) The Company shall declare a dividend or
                                    other distribution on its Common Stock,
                                    other than in cash;

                                    (2) The Company shall authorize the issuance
                                    to all holders of its Common Stock of rights
                                    or warrants entitling them to subscribe for
                                    or purchase any Common Stock or any other
                                    subscription rights or warrants; or

                                    (3) Of any reclassification of the capital
                                    stock of the Company (other than a
                                    subdivision or combination of its
                                    outstanding Common Stock), or of any
                                    consolidation or merger to which the Company
                                    is a party and for which approval of any
                                    shareholders of the Company is required, or
                                    of the sale, lease, exchange or other
                                    disposition of all or substantially all the
                                    property and assets of the Company; or

                                    (4) Of the voluntary or involuntary
                                    liquidation, dissolution or winding up of
                                    the Company; then the Company shall cause to
                                    be mailed to each transfer agent for the
                                    Series C Stock and to the holders of record
                                    of the outstanding shares of Series C Stock,
                                    at least 20 days (or 10 days in any case
                                    specified in subclauses (H)(1) or (H)(2)
                                    above) prior to the applicable record or
                                    effective date hereinafter specified, a
                                    notice stating (x) the date as of which the
                                    holders of record of Common Stock to be
                                    entitled to such dividend, distribution
                                    rights or warrants are to be determined, or
                                    (y) the date on which such reclassification,
                                    consolidation, merger, sale, lease,
                                    exchange, disposition, liquidation,
                                    dissolution or winding up is expected to
                                    become effective, and the date as of which
                                    it is expected that holders of record of
                                    Common Stock shall be entitled to exchange
                                    their shares for securities or other
                                    property, if any, deliverable upon such
                                    reclassification, consolidation, merger,
                                    sale, lease, exchange, disposition,
                                    liquidation, dissolution or winding up. The
                                    failure to give the notice required by this
                                    subclause (H), or any defect therein, shall
                                    not affect the legality or validity of


                                       24
<PAGE>



                                    any such dividend, distribution, right,
                                    warrant, reclassification, consolidation,
                                    merger, sale, lease, exchange, disposition,
                                    liquidation, dissolution or winding up, or
                                    the vote on any action authorizing such.

                           (I) The Company shall at all times reserve and keep
                           available out of its authorized but unissued Common
                           Stock, for the purpose of issuance upon conversion of
                           the Series C Stock, the full number of shares of
                           Common Stock then deliverable upon the conversion of
                           all shares of Series C Stock then outstanding.

                           (J) The Company will pay any and all taxes that may
                           be payable in respect of the issuance or delivery of
                           shares of Common Stock on conversion of shares of
                           Series C Stock. The Company shall not, however, be
                           required to pay any tax which may be payable in
                           respect of any transfer involved in the issuance and
                           delivery of shares of Common Stock in a name other
                           than that in which the shares of Series C Stock so
                           converted were registered, and no such issuance or
                           delivery shall be made unless and until the person
                           requesting such issuance has paid to the Company the
                           amount of any such tax or has established to the
                           satisfaction of the Company that such tax has been
                           paid.

                           (K) For the purpose of this clause (viii) of
                           paragraph 8, the term "Common Stock" shall include
                           any shares of the Company of any class or series
                           which has no preference or priority in the payment of
                           dividends or in the distribution of assets upon any
                           voluntary or involuntary liquidation, dissolution or
                           winding up of the Company and which is not subject to
                           redemption by the Company. However, shares of Common
                           Stock issuable upon conversion of Series C Stock
                           shall include only shares of the class designated as
                           Common Stock as of the original date of issuance of
                           the Series C Stock, or shares of the Company of any
                           classes or series resulting from any reclassification
                           or reclassifications thereof and which have no
                           preference or priority in the payment of dividends or
                           in the distribution of assets upon any voluntary or
                           involuntary liquidation, dissolution or winding up of
                           the Company and which are not subject to redemption
                           by the company, provided that if at any time there
                           shall be more than one such resulting class or
                           series, the shares of such class and series then so
                           issuable shall be substantially in the proportion
                           which the total number of


                                       25
<PAGE>

                           shares of such class and series resulting from all
                           such reclassifications bears to the total number of
                           shares of all such classes and series resulting from
                           all such reclassifications.

                           (L) No fractional shares or scrip representing
                           fractional shares shall be issued upon the conversion
                           of Series C Stock. If any such conversion would
                           otherwise require the issuance of a fractional share,
                           an amount equal to such fraction multiplied by the
                           Closing Price (determined as provided in subclause
                           (C) above) of the Common Stock on the day of
                           conversion shall be paid to the holder in cash by the
                           Company.

                           (M) The certificate of any independent firm of public
                           accountants of recognized standing selected by the
                           Board of Directors shall be presumptive evidence of
                           the correctness of any computation made under this
                           clause (viii) of paragraph 8.

                  9.       $3.50 Cumulative Convertible Preferred Stock, Series
                           D.

                  (i) The distinctive serial designation of the fourth series of
                  Series Preferred Stock, which shall be a closed series, shall
                  be "$3.50 Cumulative Convertible Preferred Stock, Series D ($1
                  par value)" (hereinafter called "Series D Stock").

                  (ii) The number of shares of Series D Stock shall be
                  2,200,000.

                  (iii) The annual rate of dividends payable on shares of Series
                  D Stock shall be $3.50 per year and no more, payable quarterly
                  on the last day of March, June, September and December in each
                  year with respect to the quarterly dividend period (or portion
                  thereof) ending on such dividend payment date; provided,
                  however, that in the case of any shares of Series D Stock
                  issued prior to December 31, 1986, the first dividend payment,
                  which shall be of dividends accrued since November 21, 1986
                  shall be made on March 31, 1987.

                  (iv)     Dividends on the shares of Series D Stock shall be
                  cumulative from November 21, 1986. The holders of Series D
                  Stock, in preference to the holders of any junior stock, shall
                  be entitled to receive, as and when declared by the Board of
                  Directors out of any funds legally available therefor, cash
                  dividends at the rate fixed in clause (iii) of this paragraph
                  9. The term "junior stock" as used herein means Common Stock
                  or any other stock of the

                                       26
<PAGE>

                  Company which by its terms is junior to Series Preferred Stock
                  in respect of dividends or payments in liquidation.

                  In no event, so long as any shares of Series D Stock shall be
                  outstanding, shall any dividend, whether in cash or property,
                  be paid or declared, nor shall any other distribution be
                  ordered or made, on junior stock, nor shall any shares of any
                  capital stock of the Company be purchased, redeemed or
                  otherwise acquired for value by the Company or by any
                  subsidiary of the Company, unless all dividends on Series D
                  Stock for all past quarterly dividend periods and, in the case
                  of a dividend or distribution, for the then current quarterly
                  period, shall have been paid or declared and a sum sufficient
                  for the payment thereof set apart. The provisions of this
                  clause (iv) shall not however, apply to a dividend payable in
                  any junior stock, to the acquisition of shares of any junior
                  stock in exchange for shares of any other junior stock or to
                  the acquisition of shares of capital stock other than junior
                  stock pursuant to a tender offer made on a pro rata basis for
                  all shares of capital stock of the Company other than junior
                  stock (based on the aggregate involuntary liquidation value of
                  each series of such capital stock outstanding).

                  (v) In the event of any voluntary liquidation, dissolution or
                  winding up of the affairs of the Company, then before any
                  distribution or payment shall be made to the holders of any
                  junior stock, the holders of Series D Stock shall be entitled
                  to be paid in full the redemption price in effect at the time
                  of the distribution or payment date as provided in clause (vi)
                  of this paragraph 9 (and if prior to January 2, 1990, then at
                  the redemption price in effect on January 2, 1990), together
                  with accrued dividends to such distribution or payment date,
                  whether or not earned or declared. In the event of any
                  involuntary liquidation, dissolution or winding up of the
                  affairs of the Company, then, before any distribution or
                  payment shall be made to the holders of any junior stock, the
                  holders of Series D Stock shall be entitled to be paid in full
                  an amount equal to $50 per share, together with accrued
                  dividends to such distribution or payment date, whether or not
                  earned or declared.

                  (vi) Series D Stock may be redeemed, as a whole or in part, at
                  the option of the Company by vote of its Board of Directors,
                  at any time or from time to time, on or after January 2, 1990,
                  at the redemption price in effect at the redemption date as
                  provided in this clause (vi), together with accrued dividends
                  to the redemption date, whether or not earned or declared. The
                  redemption prices per share for shares of Series D Stock
                  redeemed at any time during the twelve month periods indicated
                  shall be as follows:

                                       27
<PAGE>


<TABLE>
<CAPTION>
                12 MONTHS                                  12 MONTHS
                BEGINNING                                  BEGINNING
                JANUARY 1            PRICE                 JANUARY 1             PRICE
<S>               <C>                <C>                      <C>                <C>
                  1990              $52.45                    1994              $51.05
                  1991               52.10                    1995               50.70
                  1992               51.75                    1996               50.35
                  1993               51.40
                                and $50 per share thereafter.
</TABLE>

                  The provisions of paragraph 5 of this section (a) of Article
                  FOURTH applicable to redemption of all Series Preferred Stock
                  shall apply to Series D Stock, provided that, in addition, in
                  the case of any redemption of Series D Stock the Company shall
                  deposit, before the redemption date, 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 such
                  redemption and the amounts shall be made payable at the office
                  of such bank or trust company.

                  (vii) The holders of Series D Stock shall be entitled to vote
                  only as hereinafter provided and as provided in paragraph 3 of
                  this section (a) of Article FOURTH. Each stockholder of Series
                  D Stock entitled to vote at any particular time shall have one
                  vote for each share of Series D Stock held of record by him
                  and entitled to voting rights.

                  So long as any shares of Series D Stock are outstanding, in
                  addition to any other vote or consent of stockholders required
                  in this Certificate of Incorporation or by law, the approval
                  of the holders of at least sixty-six and two-thirds percent
                  (66-2/3%) of Series D Stock at the time outstanding shall be
                  necessary for effecting or validating:

                           (A) any amendment, alteration or repeal of any of the
                           provisions of the Certificate of Incorporation, or of
                           the By-Laws, of the Company, which affects adversely
                           the voting powers or any other rights or preferences
                           of the holders of Series D Stock;

                           (B) authorization or creation of any class of stock
                           of the Company ranking prior to or on a parity with
                           Series Preferred Stock in respect of dividends or
                           payments in liquidation, or any increase in the
                           number of authorized shares of Series Preferred
                           Stock;

                                       28
<PAGE>

                           (C) any merger, consolidation, sale of assets or
                           other transaction the effect of which, in any such
                           case, is to accomplish an event otherwise requiring
                           approval by holders of 66-2/3% of Series D Stock
                           under this clause (vii).

                  (viii)   (A) Subject to the provisions for adjustment
                           hereinafter set forth, each share of Series D Stock
                           shall be convertible at the option of the holder
                           thereof, upon surrender at the principal office of
                           the Company and at such other office or offices as
                           the Board of Directors may designate, of the
                           certificate for the share so to be converted, duly
                           endorsed or assigned to the Company in blank, into
                           0.909 fully paid and nonassessable shares of Common
                           Stock of the Company. The right to convert shares of
                           Series D Stock called for redemption shall terminate
                           at the close of business on the date fixed for
                           redemption. Upon conversion, no allowance or
                           adjustment shall be made for dividends on either
                           class of stock, except to the extent set forth in the
                           next paragraph.

                           Any holder of shares of Series D Stock desiring to
                           convert such shares into shares of Common Stock shall
                           surrender the certificate or certificates for the
                           shares of Series D Stock being converted, duly
                           endorsed or assigned to the Company or in blank, at
                           the principal office of the Company or at a bank or
                           trust company appointed by the Company for that
                           purpose, accompanied by a written notice of
                           conversion specifying the number (in whole shares) of
                           shares of Series D Stock to be converted and the name
                           or names in which such holder wishes the certificate
                           or certificates for shares of Common Stock to be
                           issued; in case such notice shall specify a name or
                           names other than that of such holder, such notice
                           shall be accompanied by payment of all transfer taxes
                           payable upon the issue of shares of Common Stock in
                           such name or names. In case less than all of the
                           shares of Series D Stock represented by a certificate
                           are to be converted by a holder, upon such conversion
                           the Company shall issue and deliver or cause to be
                           issued and delivered to such holder a certificate or
                           certificates for the shares of Series D Stock not so
                           converted. A holder of Series D Stock on a dividend
                           record date who (or whose transferee) converts Series
                           D Stock on a dividend payment date will be entitled
                           to receive and retain the dividend payable on such
                           Series D Stock. A holder of Series D Stock at the
                           close of business on a dividend record date will be
                           entitled to receive the dividend payable on such
                           Series D Stock on the corresponding dividend payment
                           date notwithstanding the

                                       29
<PAGE>

                           conversion thereof or the Company's default in
                           payment of the dividend due on the dividend payment
                           date, but Series D Stock surrendered for conversion
                           during the period from the close of business on any
                           dividend record date to the opening of business on
                           the corresponding dividend payment date (except
                           Series D Stock called for redemption on a redemption
                           date during such period) must be accompanied by
                           payment to the Company of an amount equal to the
                           dividend payable on such dividend payment date. A
                           holder of Series D Stock called for redemption on a
                           redemption date between a dividend record date and
                           the corresponding dividend payment date who (or whose
                           transferee) convert such Series D Stock will be
                           entitled to receive such dividend and need not repay
                           the dividend upon surrender of such Series D Stock
                           for conversion.

                           (B) The number of shares of Common Stock and the
                           number of any other shares of the Company, if any,
                           into which each share of Series D Stock is
                           convertible shall be adjusted from time to time as
                           follows:

                                    (1) In case the Company shall (x) pay a
                                    dividend on its Common Stock in other
                                    shares, (y) subdivide its outstanding Common
                                    Stock or (z) combine its outstanding Common
                                    Stock into a smaller number of shares of
                                    Common Stock, or issue by reclassification
                                    of its shares of Common Stock (whether
                                    pursuant to a merger or consolidation or
                                    otherwise) any other shares of the Company,
                                    then the holder of each share of Series D
                                    Stock shall be entitled to receive, upon the
                                    conversion of such share, the number of
                                    shares of the Company which he would have
                                    owned or have been entitled to receive after
                                    the happening of any of the events described
                                    above had such share been converted
                                    immediately prior to the happening of such
                                    event. Such adjustment shall be made
                                    whenever any of the events listed above
                                    shall occur. An adjustment made pursuant to
                                    this subclause (B)(1) shall become effective
                                    retroactively with respect to conversions
                                    made subsequent to the record date in the
                                    case of a dividend and shall become
                                    effective immediately after the effective
                                    date in the case of a subdivision,
                                    combination or reclassification;

                                    (2) In case the Company shall issue rights
                                    or warrants to the holders of its Common
                                    Stock as such

                                       30
<PAGE>

                                    entitling them to subscribe for or purchase
                                    Common Stock at a price per share less than
                                    the current market price per share (as
                                    defined in subclause (c) below) on such
                                    record date, then in each such case the
                                    number of shares of Common Stock into which
                                    each share of Series D Stock shall
                                    thereafter be convertible shall be
                                    determined by multiplying the number of
                                    shares of Common Stock into which such share
                                    of Series D Stock was theretofore
                                    convertible by a fraction, of which the
                                    numerator shall be the number of shares of
                                    Common Stock outstanding on the date of
                                    issuance of such rights or warrants plus the
                                    number of additional shares of Common Stock
                                    offered for subscription or purchase, and of
                                    which the denominator shall be the number of
                                    shares of Common Stock outstanding on the
                                    date of issuance of such rights or warrants
                                    plus the number of shares of Common Stock
                                    which the aggregate offering price of the
                                    total number of shares so offered would
                                    purchase at such current market price. For
                                    the purposes of this subclause (B)(2), the
                                    issuance of rights or warrants to subscribe
                                    for or purchase securities convertible into
                                    shares of Common Stock shall be deemed to be
                                    the issuance of rights or warrants to
                                    purchase the shares of Common Stock into
                                    which such securities are convertible at an
                                    aggregate offering price equal to the
                                    aggregate offering price of such securities
                                    plus the minimum aggregate amount (if any)
                                    payable upon conversion of such securities
                                    into shares of Common Stock. Such adjustment
                                    shall be made whenever any such rights or
                                    warrants are issued and shall become
                                    effective retroactively with respect to
                                    conversions made subsequent to the record
                                    date for the determination of shareholders
                                    entitled to receive such rights or warrants.
                                    For purposes of this subclause (B)(2) the
                                    granting of the right to purchase shares of
                                    Common Stock (whether from treasury shares
                                    or otherwise) pursuant to any dividend or
                                    interest reinvestment plan and/or any Common
                                    Stock purchase plan providing for the
                                    reinvestment of dividends or interest
                                    payable on securities of the Company and/or
                                    the investment of periodic optional payments
                                    at a price per share of not less than 95
                                    percent of the current market price per
                                    share (determined as provided in such plans)
                                    of the Common Stock (so long as such right
                                    to purchase is

                                       31
<PAGE>


                                    in no case evidenced by the delivery of
                                    rights and warrants) shall not be deemed to
                                    constitute an issue of rights or warrants by
                                    the Company within the meaning of this
                                    subclause (B)(2); and

                                    (3) In case the Company shall distribute to
                                    holders of its shares of Common Stock
                                    (whether pursuant to a merger or
                                    consolidation or otherwise) evidences of its
                                    indebtedness or assets (excluding cash
                                    distributions) or rights to subscribe
                                    (excluding those referred to in subclause
                                    (B)(2) above) then in each such case the
                                    number of shares of Common Stock into which
                                    each share of Series D Stock shall
                                    thereafter be convertible shall be
                                    determined by multiplying the number of
                                    shares of Common Stock into which such share
                                    of Series D Stock was theretofore
                                    convertible by a fraction, of which the
                                    numerator shall be the current market price
                                    per share of Common Stock (as defined in
                                    subclause (C) below) on the record date for
                                    determination of shareholders entitled to
                                    receive such distribution, and of which the
                                    denominator shall be such current market
                                    price per share of Common Stock on the date
                                    fixed for such determination less the fair
                                    value (as determined by a resolution of the
                                    Board of Directors of the Company filed with
                                    each transfer agent for the Series D Stock,
                                    which determination shall be conclusive) of
                                    the portion of the evidences of indebtedness
                                    or assets or rights to subscribe applicable
                                    to one share of Common Stock. Such
                                    adjustment shall be made whenever any such
                                    distribution is made and shall become
                                    effective retroactively with respect to
                                    conversions made subsequent to the record
                                    date for the determination of stockholders
                                    entitled to receive such distribution.

                           (C) For the purpose of any computation under
                           subclause (B) above, the current market price per
                           share of Common Stock on any date shall be deemed to
                           be the average of the daily Closing Prices for 30
                           consecutive Trading Days selected by the Company
                           commencing not more than 45 Trading Days before the
                           date in question. The term "Closing Price" on any day
                           shall mean the reported last sale price per share of
                           Common Stock regular way on such day or, in case no
                           such sale takes place on such day, the average of the
                           reported closing bid and asked prices regular way, in
                           each case as reported on the New York Stock Exchange

                                       32
<PAGE>

                           Composite Transactions or, if the shares of Common
                           Stock are not listed or admitted to trading on such
                           Exchange, on the American Stock Exchange or, if the
                           shares of Common Stock are not listed or admitted to
                           trading on such Exchange, the principal national
                           securities exchange on which the shares of Common
                           Stock are listed or admitted to trading or, if the
                           shares of Common Stock are not listed or admitted to
                           trading on any national securities exchange, the
                           average of the closing bid and asked prices in the
                           over-the-counter market as reported by the National
                           Association of Securities Dealers' Automated
                           Quotation System, or, if not so reported, as reported
                           by the National Quotation Bureau, Incorporated, or
                           any successor thereof, or, if not so reported, the
                           average of the closing bid and asked prices as
                           furnished by any member of the National Association
                           of Securities Dealers, Inc. selected from time to
                           time by the Company for that purpose; and the term
                           "Trading Day" shall mean a day on which the principal
                           national securities exchange on which the shares of
                           Common Stock are listed or admitted to trading is
                           open for the transaction of business or, if the
                           shares of Common Stock are not listed or admitted to
                           trading on any national securities exchange, a
                           Monday, Tuesday, Wednesday, Thursday or Friday on
                           which banking institutions in the Borough of
                           Manhattan, City and State of New York, are not
                           authorized or obligated by law or executive order to
                           close.

                           (D) No adjustment in the conversion rate shall be
                           required unless such adjustment (plus any adjustments
                           not previously made by reason of this subclause (D))
                           would require an increase or decrease of at least 1%
                           in the number of shares of Common Stock into which
                           each share of Series D Stock is then convertible;
                           provided, however, that any adjustments which by
                           reason of this subclause (D) are not required to be
                           made shall be carried forward and taken into account
                           in any subsequent adjustment. All calculations under
                           this clause (viii) of paragraph 9 shall be made to
                           the nearest one-hundred thousandth of a share.

                           (E) In the event that at any time, as a result of an
                           adjustment made pursuant to subclause (B)(1) above,
                           the holder of any shares of Series D Stock thereafter
                           surrendered for conversion shall become entitled to
                           receive any shares of capital stock of the Company
                           other than shares of Common Stock, thereafter the
                           number of shares so receivable upon conversion of
                           such shares of Series D

                                       33
<PAGE>

                           Stock shall be subject to adjustment from time to
                           time in a manner and on terms as nearly equivalent as
                           practicable to the provisions with respect to the
                           shares of Common Stock contained in subclauses (B)(1)
                           to (B)(3), inclusive, above, and the other provisions
                           of this clause (viii) of paragraph 9 with respect to
                           the shares of Common Stock shall apply on like terms
                           to any such other shares.

                           (F) The Company may, but shall not be required to,
                           make such increases in the conversion rate, in
                           addition to those required by this clause (viii) of
                           paragraph 9 as it considers to be advisable in order
                           to avoid or diminish any income tax to any holder of
                           shares of Common Stock resulting from any dividend or
                           distribution of stock or issuance of rights or
                           warrants to purchase or subscribe for stock or from
                           any event treated as such for income tax purposes or
                           for any other reasons. The Company shall have the
                           power to resolve any ambiguity or correct any error
                           in this clause (viii) of paragraph 9 and its actions
                           in so doing shall be final and conclusive.

                           (G) In case the Company shall effect any capital
                           reorganization of the Common Stock (other than a
                           subdivision, combination, capital reorganization or
                           reclassification provided for in paragraph (B)) or
                           shall consolidate, merge or engage in a statutory
                           share exchange with or into any other corporation
                           (other than a consolidation, merger or share exchange
                           in which the Company is the surviving corporation and
                           each share of Common Stock outstanding immediately
                           prior to such consolidation or merger is to remain
                           outstanding immediately after such consolidation or
                           merger) or shall sell or transfer all or
                           substantially all its assets to any other
                           corporation, lawful provision shall be made as a part
                           of the terms of such transaction whereby the holders
                           of shares of Series D Stock shall receive upon
                           conversion thereof, in lieu of each share of Common
                           Stock which would have been issuable upon conversion
                           of such shares if converted immediately prior to the
                           consummation of such transaction, the same kind and
                           amount of stock (or other securities, cash or
                           property, if any) as may be issuable or distributable
                           in connection with such transaction with respect to
                           each share of Common Stock outstanding at the
                           effective time of such transaction, subject to
                           subsequent adjustments for subsequent stock dividends
                           and distributions, subdivisions or combinations of
                           shares, capital reorganizations, reclassifications,
                           consolidations,

                                       34
<PAGE>


                           mergers or share exchanges, as nearly equivalent as
                           possible to the adjustments provided for in this
                           clause (viii) of paragraph 9.

                           (H) Whenever the conversion rate is adjusted as
                           herein provided:

                                    (1) The Company shall compute the adjusted
                                    conversion rate and shall cause to be
                                    prepared a certificate signed by the
                                    Company's treasurer setting forth the
                                    adjusted conversion rate and a brief
                                    statement of the facts requiring such
                                    adjustment and the computation thereof; such
                                    certificate shall forthwith be filed with
                                    each transfer agent for the Series D Stock;
                                    and

                                    (2) A notice stating that the conversion
                                    rate has been adjusted and setting forth the
                                    adjusted conversion rate shall, as soon as
                                    practicable, be mailed to the holders of
                                    record of outstanding shares of the Series D
                                    Stock.

                           (I) In case:

                                    (1) The Company shall declare a dividend or
                                    other distribution on its Common Stock,
                                    other than in cash;

                                    (2) The Company shall authorize the issuance
                                    to all holders of its Common Stock of rights
                                    or warrants entitling them to subscribe for
                                    or purchase any Common Stock or any other
                                    subscription rights or warrants; or

                                    (3) Of any reclassification of the capital
                                    stock of the Company (other than a
                                    subdivision or combination of its
                                    outstanding Common Stock), or of any
                                    consolidation or merger to which the Company
                                    is a party and for which approval of any
                                    shareholders of the Company is required, or
                                    of the sale, lease, exchange or other
                                    disposition of all or substantially all the
                                    property and assets of the Company; or

                                    (4) Of the voluntary or involuntary
                                    liquidation, dissolution or winding up of
                                    the Company;

                                       35
<PAGE>

                           then the Company shall cause to be mailed to each
                           transfer agent or for the Series D Stock and to the
                           holders of record of the outstanding shares of Series
                           D Stock, at least 20 days (or 10 days in any case
                           specified in subclauses (I)(1) or (I)(2) above) prior
                           to the applicable record or effective date
                           hereinafter specified, a notice stating (x) the date
                           as of which the holders of record of Common Stock to
                           be entitled to such dividend, distribution, rights or
                           warrants are to be determined, or (y) the date on
                           which such reclassification, consolidation, merger,
                           sale, lease, exchange, disposition, liquidation,
                           dissolution or winding up is expected to become
                           effective, and the date as of which it is expected
                           that holders of record of Common Stock shall be
                           entitled to exchange their shares for securities or
                           other property, if any, deliverable upon such
                           reclassification, consolidation, merger, sale, lease,
                           exchange, disposition, liquidation, dissolution or
                           winding up. The failure to give the notice required
                           by this subclause (I), or any defect therein, shall
                           not affect the legality or validity of any such
                           dividend, distribution, right, warrant,
                           reclassification, consolidation, merger, sale, lease,
                           exchange, disposition, liquidation, dissolution or
                           winding up, or the vote on any action authorizing
                           such.

                           (J) The Company shall at all times reserve and keep
                           available out of its authorized but unissued Common
                           Stock, or Common Stock held as treasury shares, or a
                           combination of both, for the purpose or issuance upon
                           conversion of the Series D Stock, the full number of
                           shares of Common Stock then deliverable upon the
                           conversion of all shares of Series D Stock then
                           outstanding.

                           (K) For the purpose of this clause (viii) of
                           paragraph 9, the term "Common Stock" shall include
                           any shares of the Company of any class or series
                           which has no preference or priority in the payment of
                           dividends or in the distribution of assets upon any
                           voluntary or involuntary liquidation, dissolution or
                           winding up of the Company and which is not subject to
                           redemption by the Company. However, shares of Common
                           Stock issuable upon conversion of Series D Stock
                           shall include only shares of the class designated as
                           Common Stock as of the original date of issuance of
                           the Series D Stock, or shares of the Company of any
                           classes or series resulting from any reclassification
                           or reclassifications thereof and which have no
                           preference or priority in the payment of dividends or
                           in the distribution of assets upon any voluntary or
                           involuntary liquidation, dissolution or

                                       36
<PAGE>


                           winding up of the Company and which are not subject
                           to redemption by the Company, provided that if at any
                           time there shall be more than one such resulting
                           class or series, the shares of such class and series
                           then so issuable shall be substantially in the
                           proportion which the total number of shares of such
                           class and series, resulting from all such
                           reclassifications bears to the total number of shares
                           of all such classes and series resulting from all
                           such reclassifications.

                           (L) No fractional shares or scrip representing
                           fractional shares shall be issued upon the conversion
                           of Series D Stock. If any such conversion would
                           otherwise require the issuance of a fractional share,
                           an amount equal to such fraction multiplied by the
                           Closing Price (determined as provided in subclause
                           (C) above) of the Common Stock on the day of
                           conversion shall be paid to the holder in cash by the
                           Company.

                           (M) The certificate of any independent firm of public
                           accountants of recognized standing selected by the
                           Board of Directors shall be presumptive evidence of
                           the correctness of any computation made under this
                           clause (viii) of paragraph 9.

                  (ix) Shares of Series D Preferred Stock which are called for
                  redemption as hereinabove provided, but which shall be
                  converted into Common Stock as hereinabove provided prior to
                  their actual redemption, shall not be deemed to have been
                  redeemed for the purposes of this Article FOURTH.

                  10.      Cumulative Participating Preferred Stock, Series E.

Section 1. Designation and Amount. There shall be a series of the Series
Preferred Stock of the Company which shall be designated as the "Cumulative
Participating Preferred Stock, Series E ($1 par value)" ("Series E Stock"), and
the number of shares constituting such series shall be 350,000. 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 E Stock
to a number less than that of the shares then outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Company

Section 2.        Dividends and Distributions.

                                       37
<PAGE>

         (A) The holders of shares of Series E Stock, in preference to the
holders of shares of Common Stock, $5.00 par value (the "Common Stock"), of the
Company, 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 last day of March, June, September and December 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 E Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1.00, or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 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 Payable 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 E Stock. In the event the Company shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series E 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
E Stock as provided in paragraph (A) above 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 $1.00 per share on the Series E 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 E Stock from the Quarterly Dividend Payment Date next preceding
the date of issue of such shares of Series E Stock, 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 E Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date in either of which events such

                                       38
<PAGE>


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 E 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.

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

         (A) Each share of Series E Stock shall entitle the holder thereof to
one hundred votes, subject to adjustment as provided in paragraph B below, on
all matters submitted to a vote of the shareholders of the Company.

         (B) Except as otherwise provided herein or by law, the holders of
shares of Series E Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of shareholders of the
Company. In the event the Company shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the number
of votes to which holders of shares of Series E 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.

         (C) Notwithstanding paragraph A above, each holder of Series E Stock
when voting as a class with the holders of all cumulative series of Series
Preferred Stock for the election of two members of the Board of Directors when
six (6) quarterly dividends on any one or more series of Series Preferred Stock
entitled to receive cumulative dividends shall be in default as provided in
paragraph 3 of Article FOURTH shall have one vote for each share of Series E
Stock held of record.

         (D) Except as set forth herein, holders of Series E 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 E Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not

                                       39
<PAGE>

declared, on shares of Series E Stock outstanding shall have been paid in full,
the Company shall not

                  (i) declare or pay dividends on, make any other distributions
                  on, or redeem or purchase or otherwise acquire for
                  consideration any shares of stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series E Stock;

                  (ii) declare or pay dividends on 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 E Stock, except dividends paid
                  ratably on the Series E 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; or

                  (iii) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking on a parity (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) with the Series E Stock, provided that the Company may at
                  any time redeem, purchase or otherwise acquire shares of any
                  such parity 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 E Stock;

         (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 E Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. The Company shall cause all
such shares upon their cancellation to become authorized but unissued shares of
Preferred Stock which may be reissued as part of a new series of Preferred
Stock, subject to the conditions and restrictions on issuance set forth herein.

Section 6.  Liquidation, Dissolution or Winding Up.

         (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series E Stock unless, prior thereto, the
holders of shares of Series E Stock shall have received $20,000 per share, plus
an amount equal to

                                       40
<PAGE>


accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series E Liquidation Preference"). Following
the payment of the full amount of the Series E Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series E
Stock unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the series E Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in subparagraph C below to reflect such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series E Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series E Stock
and Common Stock, respectively, holders of Series E Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

         (B) In the event there are not sufficient assets available to permit
payment in full of the Series E Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series E Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event there are not sufficient assets available
to permit payment in full of the Common Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.

         (C) In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment 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.

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 the shares of Series E Stock
shall at the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
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
after the Rights Declaration Date (i) declare any dividend on Common Stock

                                       41
<PAGE>

payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series E 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 are
outstanding immediately prior to such event.

Section 8.  Redemption.  The shares of Series E Stock shall not be redeemable.

Section 9. Amendment. The Certificate of Incorporation of the Company shall not
be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series E Stock so as to affect them
adversely without the affirmative vote of the holders of a majority of the
outstanding shares of Series E Stock, voting separately as a class.

Section 10. Fractional Shares. Series E Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series
E. Stock.

         (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

                                       42
<PAGE>

                  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 whose shares issuable in respect of
                  the scrip so surrendered, provided that the scrip so


                                       43
<PAGE>


                  surrendered shall be properly endorsed for transfer if in
                  registered form.

         FIFTH - The name and post-office address of each of the incorporators
and original subscribers to the capital stock, and the number of shares of
Common Stock subscribed for by each, are as follows:

<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                               OF
                                             POST-OFFICE                     SHARES
                    NAME                       ADDRESS
<S>                                      <C>                              <C>
Bertram G. Work......................    Akron, Ohio....................... 18
Charles B. Raymond.................      Akron, Ohio.......................  1
David M. Goodrich....................    New York, New York................  1
                                                                            20
                                               Total
</TABLE>

           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 Stock
         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;

                  (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


                                       44
<PAGE>

                  (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,
1633 Broadway, New York, New York 10009. 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, 1633 Broadway, New York, New York 10009.

         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 affirmative

                                       45
<PAGE>



         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 hereafter
         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 of 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



                                       46
<PAGE>



         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
                  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 share 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, which ever is higher; and

                                       47
<PAGE>

                                   (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 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.

                                       48
<PAGE>

                           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

                                       49
<PAGE>

                                    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 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.

                                       50
<PAGE>

                  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) 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

                           (c) 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

                           (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).



                                       51
<PAGE>





                  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 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

                                       52
<PAGE>

                           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.

                                       53
<PAGE>

                  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.

                  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.

                                       54
<PAGE>

                  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
         required under this Article ELEVENTH.

                  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:

                                       55
<PAGE>

         (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 B.F.Goodrich 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 the 6th day of June, 1988 and by the shareholders of the Company at
a special meeting duly called and held, a quorum being present, on the 27th day
of July, 1988.

         IN WITNESS WHEREOF, the undersigned have executed and signed their
names and affirm that the statements made herein are true under the penalties of
perjury, this 29th day of July, 1988.

                                THE B.F.GOODRICH COMPANY


                                    Jon V. Heider
                               Senior Vice President


                                    Nicholas J. Calise
                                     Secretary



                                       56
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       of

                        THE CERTIFICATE OF INCORPORATION

                                       of

                            THE B.F.GOODRICH COMPANY

                            (Under Section 805 of the
                            Business Corporation Law)

                            -------------------------


         Pursuant to the provisions of Section 805 of the Business Corporation
Law, the undersigned hereby certify:

         1. The name of the corporation is The B.F.Goodrich Company (the
"Company"),

         2. The Certificate of Incorporation of the Company was filed by the
Department of State on 2nd day of May, 1912.

         3. The Certificate of Incorporation of the Company is hereby amended by
the addition of the following provision stating the number, designations,
relative rights, preferences and limitations of a series of Series Participating
Preferred Stock of the Company, designated as Junior Participating Preferred
Stock, Series F, par value $1 per share, as unanimously approved by the Board of
Directors of the Company at a meeting on June 2, 1997 pursuant to the authority
vested in it by the Certificate of Incorporation of the Company.

         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 100,000. 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.




<PAGE>

         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 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.

                                       2
<PAGE>


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.

         (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


                                       3
<PAGE>

                  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 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

                                       4
<PAGE>

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 proviso 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.

                                       5
<PAGE>






         IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment, and do affirm the foregoing as true, under penalties of perjury this
31st day of July, 1997.



                                       --------------------------------------
                                         Name:  David L. Burner
                                         Title:    Chairman, President and
                                                   Chief Executive Officer



                                       --------------------------------------
                                       Name:     Nicholas J. Calise
                                       Title:    Secretary


                                       6
<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                            THE B.F.GOODRICH COMPANY


                            (Under Section 805 of the
                            Business Corporation Law)


                         ------------------------------



                  Pursuant to the  provisions  of Section 805 of the
Business Corporation Law, the undersigned hereby certify:

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

                  2. The Certificate of Incorporation of the Company was filed
by the Department of State on the 2nd day of May, 1912.

                  3. The Certificate of Incorporation of the Company is hereby
amended to modify Article FOURTH to increase the number of authorized shares of
Common Stock from 100,000,000 to 200,000,000 shares by deleting the existing
Article Fourth in its entirety and substituting the following:

                  "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")."

                  4. This amendment of the Certificate of Incorporation of The
B.F.Goodrich 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 the 16th day of

<PAGE>


February 1998 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 the 20th day of April 1998.

                  IN WITNESS WHEREOF, we have executed and subscribed this
Certificate of Amendment, and do affirm the foregoing as true, under penalties
of perjury this 30th day of April, 1998.


                                               /s/ DAVID L. BURNER
                                               -------------------------------
                                               David L. Burner, Chairman,
                                               President and Chief Executive
                                               Officer


                                               /s/ NICHOLAS J. CALISE
                                               -------------------------------
                                               Nicholas J. Calise, Secretary



<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                            THE B.F. GOODRICH COMPANY

                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW


         Pursuant to the provisions of Section 805 of the Business Corporation
Law, the undersigned hereby certify:

         1. The name of the corporation is The B.F. Goodrich Company (the
"Company"),

         2. The Certificate of Incorporation of the Company was filed by the
Department of State on 2nd day of May, 1912,

         3. Article Fourth of the Certificate of Incorporation of the Company
authorizes the Company to issue 10,000,000 shares of Series Preferred Stock and
authorizes the Board of Directors to fix the designations, relative rights,
preferences and limitations of the Series Preferred Stock. The Board of
Directors has previously authorized the issuance of 100,000 shares of Junior
Participating Preferred Stock, Series F ("Series F Preferred Stock") and
authorized the Board of Directors to increase the number of the Series Preferred
Stock that shall constitute the Series F Preferred Stock. The Certificate of
Incorporation of the Company is hereby amended by increasing the number of
shares of Series F Preferred Stock, par value $1 per share, that shall
constitute the series from 100,000 shares to 200,000 shares, as unanimously
approved by the Board of Directors of the Company at a meeting on September 21,
1999 pursuant to the authority vested in it by the Certificate of Incorporation
of the Company.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment, and do affirm the foregoing as true, under penalties of perjury this
7th day of October, 1999.

                                                /s/ DAVID L. BURNER
                                                --------------------------------
                                                Name:  David L. Burner
                                                Title: Chairman, President and
                                                       Chief Executive Officer


                                                /s/ NICHOLAS J. CALISE
                                                --------------------------------
                                                Name:  Nicholas J. Calise
                                                Title: Secretary


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           THE B. F. GOODRICH COMPANY

                            UNDER SECTION 805 OF THE

                            BUSINESS CORPORATION LAW



         We, the undersigned, David L. Burner and Kenneth L. Wagner, being
respectively Chairman and Chief Executive Officer and Assistant Secretary of The
B. F. Goodrich Company, do hereby certify as follows:

         1. The name of the Corporation is The B. F. Goodrich Company.

         2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on May 2, 1912.

         3. The Certificate of Incorporation of the Corporation, as heretofore
amended, is hereby further amended to modify Article FIRST to change the
Corporation's name to Goodrich Corporation.

         4. To accomplish the foregoing, Article FIRST of the Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:

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

         5. The foregoing amendment to the Certificate of Incorporation of the
Corporation 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 Corporation's Common Stock at a meeting duly called and held, a
quorum being present, on April 17, 2001.



<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed and signed their
names and affirm under the penalties of perjury that the statements made herein
are true this 1st day of June, 2001.


                                                 THE B. F. GOODRICH COMPANY

                                                    /s/ DAVID L. BURNER

                                                      David L. Burner
                                            Chairman and Chief Executive Officer

                                                   /s/ KENNETH L. WAGNER

                                                     Kenneth L. Wagner
                                                    Assistant Secretary




<PAGE>


                            CERTIFICATE OF CORRECTION

                                     OF THE

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              GOODRICH CORPORATION

                            UNDER SECTION 105 OF THE

                            BUSINESS CORPORATION LAW


         We, the undersigned, Terrence G. Linnert and Kenneth L. Wagner, being
respectively Senior Vice President and Assistant Secretary of Goodrich
Corporation, for the purpose of correcting an incorrect statement in the
Certificate of Amendment (as defined below) pursuant to Section 105 of the
Business Corporation Law, do hereby certify as follows:

         1. The name of the Corporation is Goodrich Corporation.

         2. A Certificate of Amendment of the Certificate of Incorporation of
the Corporation (the "Certificate of Amendment") was filed by the Department of
State on May 4, 1998.

         3. Section 3 of the Certificate of Amendment incorrectly stated that
the entire existing Article FOURTH of the Certificate of Incorporation, rather
than only the first sentence thereof, was to be deleted and replaced with the
language set forth in Section 3 of the Certificate of Amendment.

         4. Section 3 of the Certificate of Amendment is corrected to read as
follows:

                  "3. The Certificate of Incorporation of the Company is hereby
         amended to modify Article FOURTH to increase the number of authorized
         shares of Common Stock from 100,000,000 to 200,000,000 shares by
         deleting the first sentence of the existing Article FOURTH in its
         entirety and substituting the following:

                           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")."
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed and signed their
names and affirm under the penalties of perjury that the statements made herein
are true this 31st day of October, 2001.


                                                         GOODRICH CORPORATION

                                                        /s/ TERRENCE G. LINNERT

                                                          Terrence G. Linnert
                                                         Senior Vice President


                                                        /s/ KENNETH L. WAGNER

                                                           Kenneth L. Wagner
                                                          Assistant Secretary