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                                                                    EXHIBIT 4.4


                             ARTICLES OF AMENDMENT
                                       OF
                             ENPRO INDUSTRIES, INC.


         Pursuant to Section 55-10-06 of the General Statutes of North
Carolina, the undersigned corporation hereby submits these Articles of
Amendment for the purpose of amending its Restated Articles of Incorporation to
create a series of Preferred Stock designated as Series A Junior Participating
Preferred Stock:

         1.       The name of the corporation is EnPro Industries, Inc.

         2.       The following resolution relating to the fixing of the
designations, preferences, limitations and relative rights of the Series A
Junior Participating Preferred Stock, $0.01 par value per share, of the
corporation was duly adopted by the Board of Directors of the corporation at a
meeting held on May 22, 2002, without shareholder approval, which was not
required because the Restated Articles of Incorporation of the corporation
provide that the Board of Directors may determine the designations,
preferences, limitations and relative rights of that class:

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Corporation by the Restated Articles of Incorporation, the
Board of Directors hereby creates a series of Preferred Stock designated as
Series A Junior Participating Preferred Stock, $0.01 par value per share, of
the Corporation and hereby states the designation and number of shares, and
fixes the preferences, limitations and relative rights thereof, as follows:


                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                           I. Designation and Amount

         The shares of such series will be designated as Series A Junior
Participating Preferred Stock (the "SERIES A PREFERRED") and the number of
shares constituting the Series A Preferred is 204,150. Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, however, that no decrease will reduce the number of shares of Series
A Preferred 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 Corporation convertible into Series A Preferred.

                        II. Dividends and Distributions

         Subject to the rights of the holders of any shares of any series of
Preferred Stock ranking prior to the Series A Preferred with respect to
dividends, the holders of shares of


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Series A Preferred, in preference to the holders of Common Stock, par value
$0.01 per share (the "COMMON STOCK"), of the Corporation, and of any other
junior stock, will be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, dividends
payable in cash (except as otherwise provided below) on such dates as are from
time to time established for the payment of dividends on the Common Stock (each
such date being referred to herein as a "DIVIDEND PAYMENT DATE"), commencing on
the first Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred (the "FIRST DIVIDEND PAYMENT DATE"), in an
amount per share (rounded to the nearest cent) equal to the greater of (i)
$1.00 or (ii) subject to the provision for adjustment hereinafter set forth,
one hundred times the aggregate per share amount of all cash dividends, and one
hundred times the aggregate per share amount (payable in kind) of all non-cash
dividends, 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
Dividend Payment Date or, with respect to the First Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Preferred. In the event that the Corporation at any time (i) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines
the outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with
a consolidation or merger in which the Corporation is the continuing or
surviving corporation), then, in each such case and regardless of whether any
shares of Series A Preferred are then issued or outstanding, the amount to
which holders of shares of Series A Preferred would otherwise be entitled
immediately prior to such event under clause (ii) of the preceding sentence
will 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.

         The Corporation will declare a dividend on the Series A Preferred as
provided in the immediately preceding paragraph immediately after it declares a
dividend on the Common Stock (other than a dividend payable in shares of Common
Stock). Each such dividend on the Series A Preferred will be payable
immediately prior to the time at which the related dividend on the Common Stock
is payable.

         Dividends will accrue on outstanding shares of Series A Preferred from
the Dividend Payment Date next preceding the date of issue of such shares,
unless (i) the date of issue of such shares is prior to the record date for the
First Dividend Payment Date, in which case dividends on such shares will accrue
from the date of the first issuance of a share of Series A Preferred or (ii) the
date of issue is a Dividend Payment Date or is a date after the record date for
the determination of holders of shares of Series A Preferred entitled to receive
a dividend and before such Dividend Payment Date, in either of which events such
dividends will accrue from such Dividend Payment Date. Accrued but unpaid
dividends will cumulate from the applicable Dividend Payment Date but will not
bear interest. Dividends paid on the shares of Series A Preferred in an amount
less than the


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total amount of such dividends at the time accrued and payable on such shares
will 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 A Preferred entitled to receive
payment of a dividend or distribution declared thereon, which record date will
be not more than 60 calendar days prior to the date fixed for the payment
thereof.

                              III. Voting Rights

         The holders of shares of Series A Preferred will have the following
voting rights:

         (a)      Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred will entitle the holder thereof to one
hundred votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation at any time (i) declares a dividend
on the outstanding shares of Common Stock payable in shares of Common Stock,
(ii) subdivides the outstanding shares of Common Stock, (iii) combines the
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with
a consolidation or merger in which the Corporation is the continuing or
surviving corporation), then, in each such case and regardless of whether any
shares of Series A Preferred are then issued or outstanding, the number of
votes per share to which holders of shares of Series A Preferred would
otherwise be entitled immediately prior to such event will 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.

         Except as otherwise provided herein, in the Restated Articles of
Incorporation, in any other Preferred Stock Designation creating a series of
Preferred Stock or any similar stock, or by law, the holders of shares of
Series A Preferred and the holders of shares of Common Stock and any other
capital stock of the Corporation having general voting rights will vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

         Except as set forth in the Restated Articles of Incorporation or
herein, or as otherwise provided by law, holders of shares of Series A Preferred
will have no voting rights.

                           IV. Certain Restrictions

         (b)      Whenever regular dividends or other dividends or
distributions payable on the Series A Preferred are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred outstanding have been paid in full,
the Corporation will 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
         shares of Series A Preferred;


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                  (ii)     Declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as
         to dividends or upon liquidation, dissolution or winding up) with the
         shares of Series A Preferred, except dividends paid ratably on the
         shares of Series A Preferred 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, 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
         shares of Series A Preferred; provided, however, that the Corporation
         may at any time redeem, purchase or otherwise acquire shares of any
         such junior stock in exchange for shares of any stock of the
         Corporation ranking junior (either as to dividends or upon
         dissolution, liquidation or winding up) to the shares of Series A
         Preferred; or

                  (iv)     Redeem, purchase or otherwise acquire for
         consideration any shares of Series A Preferred, or any shares of stock
         ranking on a parity with the shares of Series A Preferred, 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, may determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

         The Corporation will not permit any majority-owned subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Article IV, purchase or otherwise acquire such shares at such time and in
such manner.

                             V. Reacquired Shares

         Any shares of Series A Preferred purchased or otherwise acquired by
the Corporation in any manner whatsoever will be retired and canceled promptly
after the acquisition thereof. All such shares will 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 Restated Articles of
Incorporation of the Corporation, or in any other Preferred Stock Designation
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

                  VI. Liquidation, Dissolution or Winding Up

         Upon any liquidation, dissolution or winding up of the Corporation, no
distribution will be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
shares of Series A Preferred unless, prior thereto, the holders of shares of
Series A Preferred have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions


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thereon, whether or not declared, to the date of such payment; provided,
however, that the holders of shares of Series A Preferred will be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to one hundred times the aggregate amount to be
distributed per share to holders of shares of Common Stock or (b) to the holders
of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the shares of Series A Preferred,
except distributions made ratably on the shares of Series A Preferred and all
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation at any time (i) declares a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (ii) subdivides the
outstanding shares of Common Stock, (iii) combines the outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues any shares of its
capital stock in a reclassification of the outstanding shares of Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing or surviving corporation),
then, in each such case and regardless of whether any shares of Series A
Preferred are then issued or outstanding, the aggregate amount to which each
holder of shares of Series A Preferred would otherwise be entitled immediately
prior to such event under the proviso in clause (a) of the preceding sentence
will 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.

                       VII. Consolidation, Merger, Etc.

         In the event that the Corporation enters 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 each such case, each share of Series A Preferred will
at the same time be similarly exchanged for or changed into an amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
one hundred 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
Corporation at any time (a) declares a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (b) subdivides the outstanding
shares of Common Stock, (c) combines the outstanding shares of Common Stock in
a smaller number of shares, or (d) issues any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing or surviving corporation), then, in each such
case and regardless of whether any shares of Series A Preferred are then issued
or outstanding, the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred will 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.


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                               VIII. Redemption

         The shares of Series A Preferred are not redeemable.

                                   IX. Rank

         The Series A Preferred rank, with respect to the payment of dividends
and the distribution of assets, junior to all other series of the Corporation's
Preferred Stock, unless the terms of any such series shall provide otherwise.

                                 X. Amendment

         Notwithstanding anything contained in the Restated Articles of
Incorporation of the Corporation to the contrary and in addition to any other
vote required by applicable law, the Restated Articles of Incorporation of the
Corporation may not be amended in any manner that would materially alter or
change the powers, preferences or special rights of the Series A Preferred so
as to affect them adversely without the affirmative vote of the holders of at
least 66-2/3% of the outstanding shares of Series A Preferred, voting together
as a single series.

         This 31st day of May, 2002.


                                             ENPRO INDUSTRIES, INC.

                                             By:  /s/ Richard L. Magee
                                                -------------------------------
                                                Richard L. Magee
                                                Secretary