<PAGE>

                                                                 Exhibit 3(a)(l)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                EDO CORPORATION

                UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

The undersigned, being the Vice President - Administration and Secretary of EDO
Corporation, hereby certifies:

         1.       The name of the Corporation is EDO Corporation. The name under
which the Corporation was originally incorporated was Edo Aircraft Corporation.

         2.       The original Certificate of Incorporation was filed by the
Department of State on October 16, 1925.

         3.       A Restatement of the Certificate of Incorporation was filed by
the Department of State on November 23, 1983.

         4.       An Amendment of the Certificate of Incorporation was filed by
the Department of State on June 20, 1984, amending Article THIRD by increasing
the number of shares of Common Stock of the Corporation from 12,000,000 to
25,000,000 shares, par value $1 per share.

         5.       An Amendment of the Certificate of Incorporation was filed by
the Department of State on July 20, 1988, adding Article EIGHTH.

         6.       An Amendment of the Certificate of Incorporation, Amending
Article THIRD, was filed by the Department of State on July 22, 1988, adding
Paragraph A.1 following Paragraph A of Article THIRD.

         7.       An Amendment of the Certificate of Incorporation was filed by
the Department of State on August 12, 1998, amending Article FOURTH.

         8.       An Amendment of the Certificate of Incorporation was filed by
the Department of State on May 17, 2002, amending Article THIRD by increasing
the number of shares of Common Stock of the Corporation from 25,000,000 to
50,000,000 shares, par value $1 per share.

         9.       At a meeting of the Board of Directors held on October 1,
2002, the Board of Directors adopted a resolution approving the restatement of
the Certificate of Incorporation, in such form as the officer executing the
Restated Certificate of Incorporation deems necessary or advisable, his
execution of the Restated Certificate of Incorporation being conclusive evidence
as to the necessity or advisability therefor.

         10.      The text of the Certificate of Incorporation is hereby
restated without further amendments or change to read as follows:

<PAGE>

                                   ARTICLE ONE

         The name of the Corporation is EDO Corporation.

                                   ARTICLE TWO

         The purposes for which it is to be formed are as follows:

         2.1      To design, develop, experiment with, produce, manufacture,
buy, sell, export, import, deal in, lease, repair and equip aircraft equipment
of every kind or description, and motors, engines, parts, accessories,
apparatus, supplies and other property related thereto or connected therewith;

         2.2      To operate and use at any place or places in United States or
elsewhere any kind of aircraft, aeroplane, hydroplane, autogyro, flying boat or
other machine capable of flying in the air or suitable for aerial operation or
navigation, and to use the same for any purpose, including transportation,
exhibition flying, racing, advertising or any other form of commercial use;

         2.3      To design, develop, experiment with, produce, manufacture,
buy, sell, export, import, deal in, lease, repair and equip goods, wares,
products, machinery, merchandise, articles or materials of every sort, kind and
description, and in general to engage in any manufacturing, industrial or
mercantile business of any kind whatsoever;

         2.4      To purchase, lease or otherwise acquire, hold, sell, mortgage,
rent, manage and deal in real estate, buildings or constructions of any kind,
and every kind of right or interest in real estate, and to maintain and operate
or otherwise turn to account the same;

         2.5      To acquire by purchase, subscription or otherwise and to hold,
sell, negotiate, transfer, mortgage, pledge or otherwise dispose of any shares
of capital stock, scrip or voting trust certificates in respect of shares of
capital stock of, or any bonds, mortgages, debentures, securities or evidences
of indebtedness issued or created by any other corporation, joint stock company
or association, public or private, or by any Government of the United States or
any foreign government, or any state, territory, municipality or other political
subdivision or any governmental agency of the Government of the United States of
America or of any other government, and to exercise all the rights and
privileges as owner or holder with respect to any thereof;

         2.6      To purchase, hold, cancel, reissue, sell, transfer and deal in
its own shares or other securities in so far as the same may be permitted by
law; provided, however, that shares of its own capital stock shall not be voted
directly or indirectly;

         2.7      To borrow or raise monies for the business of the Corporation
and any and all of its purposes;

         2.8      To buy, lease, or otherwise acquire the whole or any part of
the business, goodwill and assets of any person, firm, association or
corporation, foreign or domestic, engaged in any business which this Corporation
is authorized to carry on;

                                       2
<PAGE>

         2.9      To advance or lend money with or without security to, and
otherwise aid, by guarantee or otherwise, any corporation, association or firm,
any of the securities of which or interest in shall be owned by the Corporation
or in which, or in the business of which, the Corporation shall have any
interest;

         2.10     To carry on any of the foregoing businesses either as
principal or as agent, and at any place or places inside or outside the State of
New York or the United States of America, in every part of the world;

         2.11     To have and to exercise all the powers now or hereafter
conferred by laws of the State of New York upon corporations organized under the
Business Corporation Law.

The foregoing clauses shall be construed as purposes and powers in furtherance
and not in limitation of the general powers conferred by the State of New York,
and the enumeration herein of specific purposes and powers shall not be held to
limit or restrict in any way the general powers of the Corporation, but nothing
herein contained is to be construed as authorizing this Corporation to carry on
the business of discounting bills, notes, or other evidences of debt, or
receiving deposits of money or foreign coins, of buying and selling bills of
exchange, or issuing bills, notes, or other evidences of debt for circulation as
money, or of engaging in any other form of banking or shall be deemed to
authorize or permit this Corporation to carry on any business, exercise any
power, or do any act which a corporation organized under the Business
Corporation Law of the State of New York may not at the time lawfully do.

                                  ARTICLE THREE

         The aggregate number of shares which the Corporation shall have
authority to issue is 50,500,000 shares, of which 50,000,000 shares shall be
designated as Common Shares, par value $1 per share, and 500,000 shall be
designated as Preferred Shares, par value $1 per share. The designations,
relative rights, preferences and limitations of each class of shares of the
corporation shall be as follows:

         3.1      The Preferred Shares may be issued from time to time in one or
more series, in such number, and with such distinctive serial designations and
relative rights, preferences and limitations, as may be fixed by the Board of
Directors. Subject to the limitations set forth herein and any limitations
prescribed by law, the Board of Directors is expressly authorized, prior to the
issue of any series of Preferred Shares, to fix the numbers of shares included
in such series and the designation, relative rights, preferences and limitations
of such series and to file a certificate of amendment pursuant to section 805 of
the Business Corporation Law or any statute amendatory thereof or supplemental
thereto, establishing or changing the number, designation and relative rights,
preferences and limitations of such series. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in limitation of the powers
conferred on the Board of Directors thereby and by laws of the State of New
York, the Board of Directors is expressly authorized to determine with respect
to each series of Preferred Shares:

         3.1.1    the distinctive designation or designations of such series and
the number of shares constituting such series;

                                       3
<PAGE>

         3.1.2    the rate or amount and times at which, and the preferences and
conditions under which, dividends shall be payable on shares of such series, the
status of such dividends as cumulative or non-cumulative, the date or dates from
which dividends, if cumulative, shall accumulate, and the status of such shares
as participating or non- participating after the payment of dividends as to
which such shares are entitled to any preference;

         3.1.3    the rights and preferences, if any, of the holders of shares
of such series upon the liquidation, dissolution or winding-up of the affairs
of, or upon any distribution of the assets of, the Corporation, which amount may
vary depending upon whether such liquidation, dissolution or winding-up is
voluntary or involuntary and, if voluntary, may vary at different dates, and the
status of the shares of such series as participating or non- participating after
the satisfaction of any such rights and preferences;

         3.1.4    the full or limited voting rights, if any, to be provided for
shares of such series, in addition to the voting rights provided by law;

         3.1.5    the times, terms and conditions, if any, upon which shares of
such series shall be subject to redemption, including the amount the holders of
shares of such series shall be entitled to receive upon redemption (which amount
may vary under different conditions or at different redemption dates) and the
amount, terms, conditions and manner of operation of any purchase, retirement or
sinking fund to be provided for the shares of such series;

         3.1.6    the rights, if any, of holders of shares of such series to
convert such shares into, or to exchange such shares for, shares of any other
class or classes or of any other series of the same class, the prices or rates
of conversion or exchange, and adjustments thereto, and any other terms and
conditions applicable to such conversion or exchange;

         3.1.7    the limitations, if any, applicable while such series is
outstanding on the payment of dividends or making of distributions on, or the
acquisition or redemption of, Common Shares or any other class of shares ranking
junior, either as to dividends or upon liquidation, to the shares of such
series;

         3.1.8    the conditions or restrictions, if any, upon the issue of any
additional shares (including additional shares of such series or any other
series or of any other class) ranking on a parity with or prior to the shares of
such series either as to dividends or upon liquidation; and

         3.1.9    any other preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions
thereof, of shares of such series;

in each case, so far as not inconsistent with the provisions of this Certificate
of Incorporation or the laws of the State of New York as then in effect. All
Preferred Shares shall be identical and of equal rank except in respect to the
particulars that may be fixed by the Board of Directors as provided above, and
all shares of each series of Preferred Shares shall be identical and of equal
rank except as to the times from which cumulative dividends, if any, thereon
shall be cumulative. The number of authorized Preferred Shares may be increased
or decreased by the affirmative

                                       4
<PAGE>

vote of the holders of a majority of the shares of the Corporation entitled to
vote thereon, without any requirement that such increase or decrease be approved
by a class vote on the part of the holders of the Preferred Shares or any series
thereof, or on the part of any other class of shares of the Corporation, except
as may be otherwise required by the laws of the State of New York or provided in
the certificate of amendment establishing the voting rights of any series of
Preferred Shares. The Board of Directors may from time to time amend any of the
provisions of any certificate of amendment establishing any series of Preferred
Shares, subject to any class voting rights of the holders of such shares and
subject to the requirements of the laws of the State of New York.

         3.2      ESOP Convertible Cumulative Preferred Shares, Series A. The
number, designation, relative rights, preferences and limitations of the ESOP
Convertible Cumulative Preferred Shares, Series A, are as follows:

                  3.2.1    Designation and Number of Shares. 89,772 of the
         Preferred Shares shall be, and be designated as, ESOP Convertible
         Cumulative Preferred Shares, Series A (hereinafter referred to as the
         "Series A Preferred Shares").

                  3.2.2    Dividends.

                           3.2.2.1  The holders of the Series A Preferred Shares
                  shall be entitled to receive, when and as declared by the
                  Board of Directors, out of funds legally available for the
                  payment of dividends, cumulative cash dividends in the amount
                  of $17.10 per share per annum, and no more. Dividends shall
                  accumulate and be payable quarterly on the fifteenth day of
                  March, June, September and December in each year (each a
                  "Dividend Payment Date" or collectively, "Dividend Payment
                  Dates"), commencing September 15,1988, except that if any
                  Dividend Payment Date is not a business day in New York City,
                  then such quarterly dividend shall be payable on the next
                  succeeding business day and such next succeeding business day
                  shall be the Dividend Payment Date. Dividends on the Series A
                  Preferred Shares shall accrue and be cumulative from the date
                  of their original issue. The amount of dividends payable on
                  the Series A Preferred Shares for each full quarterly dividend
                  period shall be computed by dividing $17.10 by four. Dividends
                  payable on the Series A Preferred Shares for the initial
                  dividend period and for any period less than a full quarter
                  shall be computed on the basis of a 360-day year of twelve
                  30-day months. Dividends paid on Series A Preferred Shares in
                  an amount less than the total amount of such dividends at the
                  time accumulated and payable on such shares shall be allocated
                  pro rata on a share-by- share basis among all such shares at
                  the time outstanding.

                           3.2.2.2  If at any time the Corporation has failed to
                  pay accrued dividends on any Series A Preferred Shares or any
                  Parity Shares outstanding at the times such dividends are
                  payable, unless the same have been or contemporaneously are
                  paid in full or a sum sufficient for the payment thereof set
                  aside for payment, the Corporation shall not:

                                    (i)      declare or pay any dividend on the
                           Common Shares or on any Junior Shares or make any
                           payment on account of, or set apart money

                                       5
<PAGE>

                           for, a sinking or other analogous fund for, the
                           purchase, redemption or other retirement of, any
                           Common Shares, or any Junior Shares or make any
                           distribution in respect thereof, either directly or
                           indirectly and whether in cash or property or in
                           obligations or shares of the Corporation (other than
                           in Common Shares or Junior Shares);

                                    (ii)     purchase any Series A Preferred
                           Shares or Parity Shares (except for a consideration
                           payable in Common Shares or Junior Shares) or redeem
                           fewer than all of the Series A Preferred Shares and
                           Parity Shares then outstanding; or

                                    (iii)    permit any corporation or other
                           entity directly or indirectly controlled by the
                           Corporation to purchase any Common Shares, Junior
                           Shares, Series A Preferred Shares or Parity Shares.

                  Unless and until all dividends accrued and payable but unpaid
                  on Series A Preferred Shares and any Parity Shares at the time
                  outstanding have been paid in full, all dividends declared by
                  the Corporation upon Series A Preferred Shares or Parity
                  Shares shall be declared pro rata with respect to all Series A
                  Preferred Shares and Parity Shares then outstanding, so that
                  the amounts of any dividends declared on Series A Preferred
                  Shares and such Parity Shares shall in all cases bear to each
                  other the same ratio that, at the time of such declaration,
                  all accrued and payable but unpaid dividends on Series A
                  Preferred Shares and such other Parity Shares, respectively,
                  bear to each other.

                  3.2.3    Optional Redemptions.

                           3.2.3.1  The Corporation may, at its option, at any
                  time and from time to time after June 15,1991, redeem all, or
                  any number less than all, of the outstanding Series A
                  Preferred Shares. Any redemption of Series A Preferred Shares
                  shall be effected at the prices set forth below:

                                       6
<PAGE>

<TABLE>
<CAPTION>
      If Redeemed During the                          Redemption Price
 Twelve-Month Period Beginning                           Per Share
 -----------------------------                           ---------
<S>                                                   <C>
          June 15, 1991                                   $227.39
          June 15, 1992                                   $225.68
          June 15, 1993                                   $223.97
          June 15, 1994                                   $222.26
          June 15, 1995                                   $220.55
          June 15, 1996                                   $218.84
          June 15, 1997                                   $217.13
          June 15, 1998                                   $215.42
</TABLE>

                  and thereafter at $213.71 per share plus, in each case, an
                  amount equal to all dividends (whether or not declared or due)
                  accrued and unpaid on such Series A Preferred Share to the
                  date fixed for redemption.

                           3.2.3.2  In the event of a change or a proposed
                  change in the Federal tax laws, which has the effect of
                  precluding the Corporation from claiming a tax deduction for
                  dividends paid on the Series A Preferred Shares as provided by
                  section 404(k)(2) of the Internal Revenue Code of 1986, as
                  amended, the Corporation may, at its option, at any time and
                  from time to time thereafter redeem all of the outstanding
                  Series A Preferred Shares at a price equal to $213.71 per
                  share, plus, in each case, an amount equal to all dividends
                  (whether or not declared or due) accrued and unpaid on such
                  Series A Preferred Shares to the date fixed for redemption.

                           3.2.3.3  Notwithstanding the foregoing provisions of
                  this clause (3), the Corporation may elect to pay the
                  redemption price for all Series A Preferred Shares in shares
                  of Qualifying Employer Securities of the Corporation rather
                  than in cash. The redemption price per share shall be equal to
                  the number of shares of Qualifying Employer Securities having
                  a fair value (as determined in good faith by the Board of
                  Directors) equal to the cash which would have been paid
                  pursuant to the foregoing clause 3.2.3.1 or 3.2.3.2, as the
                  case may be.

                           3.2.3.4  Notice of any proposed redemption of
                  Series A Preferred Shares pursuant to this clause 3.2.3 shall
                  be given by the Corporation by mailing a copy of such notice
                  no less than 20 days nor more than 60 days prior to the date
                  fixed for such redemption to holders of record of the Series A
                  Preferred Shares to be redeemed at their respective addresses
                  appearing on the books of the Corporation. Such notice shall
                  specify (i) the shares called for redemption, (ii) the
                  redemption price and (iii) the place at which and the date on
                  which the shares called for redemption will, upon presentation
                  and surrender of the certificates of stock evidencing such
                  shares, be redeemed and the redemption price therefor paid. In
                  the case of the redemption of the less than all the
                  outstanding Series A Preferred Shares, the Corporation will
                  select the shares to be redeemed among all then outstanding
                  Series A Preferred Shares in such manner as may be prescribed
                  by the Board of Directors. From and after the date fixed in
                  any such notice as of the date

                                       7
<PAGE>

                  of redemption of Series A Preferred Shares, unless the
                  Corporation shall default in providing monies at the time and
                  place specified for the payment of the redemption price
                  (including any accrued and unpaid dividends) pursuant to such
                  notice, all dividends on the Series A Preferred Shares thereby
                  called for redemption shall cease to accrue, such Series A
                  Preferred Shares shall no longer be deemed to be outstanding
                  and all rights of the holders thereof as shareholders of the
                  Corporation, except the right to receive the redemption price
                  (including any accrued and unpaid dividends), shall cease and
                  terminate.

                           3.2.3.5  The holder of any Series A Preferred Shares
                  redeemed pursuant to this clause 3.2 upon any exercise of the
                  Corporation's redemption right shall not be entitled to
                  receive payment of the redemption price for such shares until
                  such holder shall cause to be delivered to the place specified
                  in the notice given with respect to such redemption (i) the
                  certificate or certificates representing such Series A
                  Preferred Shares and (ii) transfer instrument(s) satisfactory
                  to the Corporation and sufficient to transfer such Series A
                  Preferred Shares to the Corporation free of any adverse
                  interest. No interest shall accrue on the redemption price of
                  any Series A Preferred Shares after the date fixed for its
                  redemption.

                           3.2.3.6  All Series A Preferred Shares which shall at
                  any time have been redeemed shall, after such redemption, have
                  the status of authorized but unissued Preferred Shares,
                  without designation as to series, and the number of Preferred
                  Shares which the Corporation shall have authority to issue
                  shall not be decreased by the redemption of Series A Preferred
                  Shares.

                  3.2.4    Redemption Upon Merger or Consolidation.

                           3.2.4.1  In the event an Option Event occurs, each
                  holder of Series A Preferred Shares may require the
                  Corporation to redeem all or any portion of the Series A
                  Preferred Shares owned by such holder at a price per share
                  equal to $213.71 plus, in each case, an amount equal to all
                  dividends (whether or not declared or due) accrued and unpaid
                  on such Series A Preferred Share to the date fixed for
                  redemption. The Corporation will notify each holder of Series
                  A Preferred Shares of a proposed Option Event at least 30 days
                  prior to the occurrence thereof, and each such holder will
                  have until 10 days prior to the occurrence of such proposed
                  Option Event to request redemption (by written notice
                  delivered to the Corporation) of all or any portion the Series
                  A Preferred Shares owned by such holder. Upon receipt of such
                  request, the Corporation will be obligated to redeem the
                  number of Series A Preferred Shares specified in such request
                  upon the occurrence of the Option Event. An "Option Event"
                  will be deemed to have occurred in the event of the occurrence
                  of (i) any consolidation of the Corporation with, or merger of
                  the Corporation into, any other Person, (ii) any merger of
                  another Person into the Corporation (other than a
                  consolidation or merger in which the Corporation is the
                  continuing corporation and which does not result in any
                  reclassification or change of outstanding Common Shares) or
                  (iii) any sale or transfer of all or substantially all of the
                  assets of the Corporation, other than any such consolidation,
                  merger, sale or transfer in which the kind and

                                       8
<PAGE>

                  amount of cash, securities and other property receivable by a
                  holder of Common Shares pursuant to such transaction shall
                  either (a) include cash at least equal to the Conversion Price
                  in effect immediately prior to such consolidation, merger,
                  sale or transfer, or (b) consist solely of publicly-traded
                  common stock of either (Y) the Person formed by such
                  consolidation or resulting from such merger or which acquires
                  such assets, as the case may be, or (Z) the Person (if any)
                  which owns 100% of the voting stock of the Person referred to
                  in subclause (Y), provided that such common stock then
                  constitutes a Qualifying Employer Security.

                           3.2.4.2  In the event that the holders of 85% or more
                  of all of the outstanding Series A Preferred Shares cause the
                  Corporation to redeem such shares pursuant to clause 3.2.4.1,
                  the Corporation may, at its option, at any time and from time
                  to time thereafter redeem all of the remaining outstanding
                  shares of Series A Preferred Shares at a price per share equal
                  to $213.71 plus, in each case, an amount equal to all
                  dividends (whether or not declared or due) accrued and unpaid
                  on such Series A Preferred Share to the date fixed for
                  redemption. The Corporation shall provide notice to the
                  holders of the Series A Preferred Shares to be redeemed in
                  accordance with clause 3.2.3.3.

                           3.2.4.3  Notwithstanding the foregoing provisions of
                  this clause 3.2.4, the Corporation (or its successor) may
                  elect to pay the redemption price for all Series A Preferred
                  Shares in shares of Qualifying Employer Securities of the
                  Corporation (or its successor) rather than in cash. The
                  redemption price per share shall be equal to the number of
                  shares of Qualifying Employer Securities having a fair value
                  (as determined in good faith by the Board of Directors) equal
                  to the cash which would have been paid pursuant to the
                  foregoing clause 3.2.4.1 or 3.2.4.2, as the case may be.

                  3.2.5    Conversion Rights.

                           3.2.5.1  Each Series A Preferred Share shall be
                  convertible at the option of the holder thereof at any time
                  (except that if any such share shall have been called for
                  redemption, then, as to such share, such right shall terminate
                  at the close of business on the date two business days prior
                  to the date fixed for such redemption, unless default shall be
                  made by the Corporation in making the payment due upon
                  redemption) into fully paid and nonassessable Common Shares.
                  The number of Common Shares issued upon conversion of each
                  Series A Preferred Share shall be equal to $213.71 divided by
                  the Conversion Price then in effect. The Conversion Price
                  initially shall be $21.371; provided that the Conversion Price
                  shall be subject to adjustment from time to time in certain
                  instances as hereinafter provided.

                           3.2.5.2  The Common Shares deliverable upon
                  conversion of Series A Preferred Shares shall be Common Shares
                  of the Corporation, par value $1.00 per share, as constituted
                  at the date of this certificate, except as otherwise provided
                  in subclauses (i) and (vii) of clause 3.2.5.5, and in clause
                  3.2.5.6.

                                       9
<PAGE>

                           3.2.5.3  In order for any holder of Series A
                  Preferred Shares to convert the same into Common Shares, such
                  holder shall surrender the certificate or certificates for
                  such Series A Preferred Shares at the corporate office of the
                  Corporation for the Series A Preferred Shares during usual
                  business hours, which certificate or certificates, if the
                  Corporation shall so request, shall be duly endorsed to the
                  Corporation or in blank, or accompanied by proper instruments
                  of transfer to the Corporation or in blank, and shall give
                  written notice to the Corporation at such office that such
                  holder elects so to convert such Series A Preferred Shares,
                  and state in writing therein the name or names in which such
                  holder wishes the certificate or certificates for Common
                  Shares to be issued.

                           3.2.5.4  The Corporation will, as soon as practicable
                  after such deposit of certificates for Series A Preferred
                  Shares accompanied by the written notice and the statement
                  above prescribed, deliver at said office, to the Person for
                  whose account such certificates for Series A Preferred Shares
                  were so surrendered, or to such Person's nominee or nominees,
                  certificates for the number of Common Shares to which such
                  Person shall be entitled as aforesaid, together with any cash
                  adjustment of any fraction of a share as hereinafter provided.
                  Subject to the following provisions of this clause 3.2.5.4,
                  such conversion shall be deemed to have been made immediately
                  prior to the close of business on the date of such surrender
                  of the Series A Preferred Shares to be converted, and the
                  Person or Persons entitled to receive the Common Shares
                  deliverable upon conversion of such Series A Preferred Shares
                  shall be treated for all purposes as the record holder or
                  holders of such Common Shares on such date. The Corporation
                  shall not be required to convert any Series A Preferred Shares
                  while the stock transfer books of the Corporation are closed
                  for any purpose; but the surrender of Series A Preferred
                  Shares for conversion during any period while such books are
                  so closed shall become effective for conversion upon reopening
                  of such books, as if the surrender had been made immediately
                  prior to the close of business on the date of such reopening,
                  and conversion shall be at the Conversion Price in effect at
                  such date.

                           3.2.5.5  The Conversion Price shall be subject to
                  adjustment as follows:

                                    (i)      In case the Corporation shall (A)
                           pay a dividend on its Common Shares in its Common
                           Shares, (B) subdivide its outstanding Common Shares
                           into a greater number of shares, or (C) combine its
                           outstanding Common Shares into a smaller number of
                           shares, the Conversion Price in effect at the time of
                           the record date of such dividend, or the effective
                           date of such subdivision or combination, as the case
                           may be, shall be proportionately adjusted so that the
                           holder of any Series A Preferred Shares surrendered
                           for conversion after such time shall be entitled to
                           receive the number and kind of shares which such
                           holder would have owned or have been entitled to
                           receive had such Series A Preferred Shares been
                           converted immediately prior to such time. Such
                           adjustment shall be made successively whenever any
                           event listed above shall occur and shall become
                           effective retroactively to immediately after the
                           record

                                       10
<PAGE>

                           date of such dividend or immediately after the
                           effective date of such subdivision or combination.

                                    (ii)     Unless the holders of Series A
                           Preferred Shares shall be permitted to subscribe for
                           or purchase Common Shares on the same basis as if
                           theretofore converted into Common Shares, in case the
                           Corporation shall issue rights or warrants to all
                           holders of its Common Shares entitling them (for a
                           period expiring within 45 days after the record date
                           for the determination of shareholders entitled to
                           receive such rights or warrants) to subscribe for or
                           purchase Common Shares at a price per share less than
                           the Closing Price (as defined below) per Common Share
                           on such record date, then in each such case the
                           Conversion Price shall be adjusted to equal the price
                           determined by dividing the Conversion Price in effect
                           immediately prior to such record date by a fraction
                           of which the numerator shall be the number of Common
                           Shares outstanding on such record date plus the
                           number of additional Common Shares offered for
                           subscription or purchase pursuant to such rights or
                           warrants and of which the denominator shall be the
                           number of Common Shares outstanding on such record
                           date plus the number of Common Shares which the
                           aggregate offering price of the total number of
                           shares so offered pursuant to such rights or warrants
                           would purchase at such Closing Price. Such adjustment
                           shall be made successively whenever such rights or
                           warrants are issued, and shall become effective
                           retroactively to immediately after the record date
                           for the determination of shareholders entitled to
                           receive such rights or warrants; provided that in the
                           event that all the Common Shares offered for
                           subscription or purchase are not delivered upon the
                           exercise of such rights or warrants, upon the
                           expiration of such rights or warrants the Conversion
                           Price shall be readjusted to the Conversion Price
                           which would have been in effect had the numerator and
                           the denominator of the foregoing fraction and the
                           resulting adjustment been made based upon the number
                           of Common Shares actually delivered upon the exercise
                           of such rights or warrants rather than upon the
                           number of Common Shares offered for subscription or
                           purchase. For the purposes of this subclause (ii),
                           the number of Common Shares at any time outstanding
                           shall not include shares held in the treasury of the
                           Corporation but shall include shares issuable in
                           respect of scrip certificates issued in lieu of
                           fractions of Common Shares.

                                    (iii)    In case the Corporation shall
                           distribute, to all holders of its Common Shares,
                           shares of its capital stock (other than Common
                           Shares); evidences of indebtedness, cash or assets of
                           the Corporation (excluding any regular, periodic
                           dividend paid in, or distributions of, cash to the
                           extent of an amount (the "Non-Excess Portion") equal
                           to the amount by which such dividend is at a rate
                           that is less than 150% of the rate (adjusted for any
                           subsequent mergers, consolidations, or events of the
                           type referred to in clauses (A), (B) and (C) of
                           clause (i) above) at which the last previous regular
                           periodic cash dividend was paid) or subscription
                           rights or warrants to subscribe for or purchase
                           securities of the Corporation

                                       11
<PAGE>

                           (excluding those referred to in subclause (ii)
                           above), then in each such case the Conversion Price
                           shall be adjusted to equal the price determined by
                           dividing the Conversion Price in effect immediately
                           prior to the record date for the determination of
                           shareholders entitled to receive such distribution by
                           a fraction of which the numerator shall be the
                           Closing Price per Common Share on such record date
                           and of which the denominator shall be such Closing
                           Price per Common Share less the amount equal to the
                           sum of (x) the excess of the cash distributed over
                           the amount, if any, thereof constituting the
                           Non-Excess Portion and (y) the fair market value (as
                           determined by the Board of Directors, whose
                           determination shall be conclusive) of the portion of
                           the capital stock (other than Common Shares),
                           evidences of indebtedness or assets or subscription
                           rights or warrants distributed applicable to one
                           Common Share. Such adjustment shall be made
                           successively whenever any such distribution is made,
                           and shall become effective retroactively to
                           immediately after such record date.

                                    (iv)     For the purpose of any computation
                           under subclauses (ii) and (iii) above, the "Closing
                           Price" for each day shall be the reported last sale
                           price regular way or, in case no such reported sale
                           takes place on such day, the average of the reported
                           closing bid and asked prices regular way, in either
                           case as reported on the New York Stock Exchange
                           Composite Tape, or, if any time the Common Shares are
                           not listed or admitted to trading on such Exchange,
                           on the principal national securities exchange on
                           which the Common Shares are listed or admitted to
                           trading, or if the Common Shares are not listed or
                           admitted to trading on any national securities
                           exchange, on the National Association of Securities
                           Dealers Automated Quotations National Market System,
                           or if the Common Shares are not listed or admitted to
                           trading on any national securities exchange or quoted
                           on any such National Market System, the average of
                           the closing bid and asked prices in the
                           over-the-counter market as furnished by any New York
                           Stock Exchange member firm selected from time to time
                           by the Board of Directors for such purpose, or if no
                           such bid and asked prices can be obtained from any
                           such firm, the fair market value of one Common Share
                           on each such day as determined in good faith by the
                           Board of Directors.

                                    (v)      In any case in which this clause
                           3.2.5.5 shall require that an adjustment as a result
                           of any event becomes effective retroactively to
                           immediately after a record date or effective date for
                           such event, the Corporation may elect to defer until
                           after the occurrence of such event issuing to the
                           holder of any Series A Preferred Shares converted
                           after such record date and before the occurrence of
                           such event the additional Common Shares issuable upon
                           such conversion over and above the Common Shares
                           issuable upon such conversion on the basis of the
                           Conversion Price prior to adjustment and, in lieu of
                           the shares the issuance of which is so deferred, the
                           Corporation will cause its Transfer Agent to issue
                           due bills or other appropriate evidence of the right
                           to receive such shares and such cash.

                                       12
<PAGE>

                                    (vi)     No adjustment to the Conversion
                           Price shall be required unless such adjustment would
                           require an increase or decrease of at least 1% in the
                           Conversion Price; provided that the Corporation may
                           make any such adjustment at its election; and
                           provided further that any adjustments which by reason
                           of this subclause (vi) are not made shall be carried
                           forward and taken into account in any subsequent
                           adjustment. All calculations under this clause
                           3.2.5.5 shall be made to the nearest cent or to the
                           nearest one-hundredth of a share, as the case may be.
                           Anything in this clause 3.2.5.5 notwithstanding, the
                           Corporation shall be entitled to make such deceases
                           in the Conversion Price, in addition to those
                           required by this clause 3.2.5.5, as it in its
                           discretion shall determine to be advisable in order
                           that any stock dividend, subdivision or combination
                           of shares, distribution of rights or warrants to
                           purchase stock or securities, or distribution of
                           securities convertible into or exchangeable for stock
                           hereafter made by the Corporation to its shareholders
                           shall not be taxable.

                                    (vii)    If the Corporation makes any
                           distribution, dividend, issuance of rights or
                           warrants or subdivision, combination or
                           reclassification of or on the Common Shares, or any
                           security to which the conversion right addressed in
                           this clause 3.2.5 then applies, which is not covered
                           by any of the preceding provisions of this clause
                           3.2.5.5 and which equitably requires an adjustment in
                           the Conversion Price, such adjustment shall be made
                           as determined by the Board of Directors of the
                           Corporation. In such case, the determination of the
                           Board of Directors as to whether an adjustment in the
                           Conversion Price is required, the amount of any such
                           adjustment, and the effective date of any such
                           adjustment shall be conclusive.

                           3.2.5.6  In the case of any consolidation of the
                  Corporation into, or merger of the Corporation with or into,
                  any other corporation (other than a consolidation or merger in
                  which the Corporation is the continuing corporation and which
                  does not result in any reclassification or change of
                  outstanding Common Shares), or in case of any sale or transfer
                  of all or substantially all of the assets of the Corporation,
                  or in case of any reclassification or change of outstanding
                  Common Shares (other than a change in par value, or from par
                  value to no par value, or from no par value to par value, or
                  as a result of subdivision or combination, but including any
                  reclassification of the Common Shares into two or more
                  classes), or in case of any statutory exchange of securities
                  with another corporation (including any exchange effected in
                  connection with a merger of a third corporation into the
                  Corporation), the holder of each Series A Preferred Share then
                  outstanding shall have the right thereafter to convert such
                  share into the kind and amount of shares of stock and other
                  securities, cash and other property receivable upon such
                  consolidation, merger, sale, transfer, reclassification,
                  change or statutory exchange by a holder of the number of
                  Common Shares of the Corporation into which such Series A
                  Preferred Share might have been converted immediately prior to
                  such consolidation, merger, sale, transfer, reclassification,
                  change or statutory exchange (assuming that the holder

                                       13
<PAGE>

                  of such Series A Preferred Share, as a holder of Common Shares
                  prior to such transaction, would not have exercised any rights
                  of election as a holder of Common Shares as to the kind or
                  amount of shares of stock and other securities, cash and other
                  property receivable upon such consolidation, merger, sale,
                  transfer reclassification, change or statutory exchange;
                  provided that if the kind of amount of shares of stock and
                  other securities, cash and other property receivable upon such
                  consolidation, merger, sale, transfer, reclassification,
                  change or statutory exchange is not the same for each
                  non-electing Common Share, then the kind and amount of shares
                  of stock and other securities, cash and other property
                  receivable shall be deemed to be the kind and amount so
                  receivable by a plurality of the non-electing shares). In any
                  such event, effective provision shall be made, in the articles
                  or certificate of incorporation of the resulting or surviving
                  corporation or other corporation issuing or delivering such
                  shares of stock, other securities, cash or other property or
                  otherwise, so that the provisions set forth herein for the
                  protection of the conversion rights of the Series A Preferred
                  Shares shall thereafter be applicable, as nearly as reasonably
                  may be, to any such other shares of stock and other
                  securities, cash or other property deliverable upon conversion
                  of the Series A Preferred Shares remaining outstanding or
                  other convertible stock or securities received by the holders
                  of the Series A Preferred Shares in place thereof; and any
                  such resulting or surviving corporation or other corporation
                  issuing or delivering such shares of stock, other securities,
                  cash or other property shall expressly assume the obligation
                  to deliver, upon the exercise of the conversion privilege,
                  such shares of stock, other securities, cash or other property
                  as the holders of the Series A Preferred Shares remaining
                  outstanding, or other convertible stock or securities received
                  by the holders of the Series A Preferred Shares in place
                  thereof, shall be entitled to receive, pursuant to the
                  provisions hereof, and to make provision for the protection of
                  the conversion right as above provided. In case shares of
                  stock, other securities, cash or other property is deliverable
                  upon conversion as aforesaid, then all references to Common
                  Shares in this clause 3.2.5 shall be deemed to apply, so far
                  as provided and as nearly as is reasonable, to any such
                  shares, other securities, cash or other property. The above
                  provisions shall similarly apply to successive consolidations,
                  mergers, sales, transfers, reclassification, changes or
                  statutory exchanges.

                           3.2.5.7  No fractional interests in Common Shares
                  shall be issued upon conversion of Series A Preferred Shares.
                  If more than on Series A Preferred Share shall be surrendered
                  for conversion at one time by the same holder, the number of
                  full Common Shares issuable by the Corporation upon conversion
                  thereof shall be computed on the basis of the aggregate number
                  of Series A Preferred Shares so surrendered. Instead of any
                  fractional Common Share which would otherwise be issuable upon
                  conversion of any Series A Preferred Share, the Corporation
                  will pay a cash adjustment in respect of such fractional
                  interest in an amount equal to the same fraction of the
                  Closing Price per Common Share determined as of the business
                  day preceding the date of conversion.

                           3.2.5.8  Whenever any adjustment is required in the
                  Conversion Price or the number or type of shares of stock or
                  other securities, cash or other property into which each
                  Series A Preferred Shares is convertible, the Corporation
                  shall

                                       14
<PAGE>

                  forthwith (i) file with each of the Transfer Agent for the
                  Series A Preferred Shares and the Transfer Agent for the
                  Common Shares a statement describing in reasonable detail the
                  adjustment in the Conversion Price or conversion right, the
                  date on which the adjustment became effective and the facts
                  requiring such adjustment and (ii) cause a copy of such
                  statement to be mailed to the holders of record of the Series
                  A Preferred Shares.

                           3.2.5.9  Upon any conversion of Series A Preferred
                  Shares, the shares so converted shall have the status of
                  authorized and unissued Preferred Shares, without designation
                  as to series, and the number of Preferred Shares which the
                  Corporation shall have authority to issue shall not be
                  decreased by the conversion of Series A Preferred Shares. The
                  Corporation shall at all times reserve and keep available,
                  free from preemptive rights, out of its authorized and
                  unissued Common Shares or Common Shares held as treasury
                  shares, solely for the purpose of effecting the conversion of
                  the Series A Preferred Shares, such number of its Common
                  Shares as shall from time to time be sufficient to effect the
                  conversion of all Series A Preferred Shares at such time
                  outstanding. For the purpose of this clause 3.2.5.9, the full
                  number of Common Shares, issuable upon the conversion of all
                  outstanding Series A Preferred Shares shall be computed as if
                  at the time of computation of such number of Common Shares all
                  outstanding Series A Preferred Shares were held by a single
                  holder. The Corporation shall from time to time, in accordance
                  with the laws of the State of New York, increase the
                  authorized number of its Common Shares if at any time the
                  authorized number of its Common Shares not outstanding shall
                  not be sufficient to permit the conversion of all the then
                  outstanding Series A Preferred Shares.

                           3.2.5.10 The Corporation will pay any and all issue
                  or other taxes that may be payable in respect of any issue or
                  delivery of Common Shares on conversion of Series A Preferred
                  Shares pursuant hereto. The Corporation shall not, however, be
                  required to pay any tax which may be payable in respect of any
                  transfer involved in the issue or delivery of Common Shares in
                  a name other than that in which the Series A Preferred Shares
                  so converted was registered, and no such issue or delivery
                  shall be made unless and until the person requesting such
                  issue has paid to the Corporation the amount of such tax, or
                  has established, to the satisfaction of the Corporation, that
                  such tax has been paid.

                           3.2.5.11 Before taking any action which would cause
                  an adjustment reducing the Conversion Price below the then par
                  value of the Common Shares, the Corporation will take any
                  corporate action which may, in the opinion of its counsel, be
                  necessary in order that the Corporation may validly and
                  legally issue fully paid and nonassessable Common Shares at
                  the Conversion Price as so adjusted.

                                    3.2.5.12 In the event that: (i) the
                  Corporation shall declare a dividend (or any other
                  distribution) on its Common Shares (other than cash dividends
                  paid out of the retained earnings of the Corporation and
                  dividends payable in Common Shares); or (ii) the Corporation
                  shall authorize the granting to the holders of its Common
                  Shares of rights or warrants to subscribe for or purchase any
                  shares of

                                       15
<PAGE>

                  stock of any class or of any other rights or warrants; or
                  (iii) of any reclassification or change of the Common Shares
                  of the Corporation (other than a subdivision or combination of
                  its outstanding Common Shares (but including any
                  reclassification of the Common Shares into two or more
                  classes), or a change in par value, or from par value to no
                  par value, or from no par value to par value), or of any
                  consolidation or merger to which the Corporation is a party or
                  of any statutory exchange of securities with another
                  corporation and for which approval of any shareholders of the
                  Corporation is required, or of the sale or transfer of all or
                  substantially all of the assets of the Corporation; or (iv) of
                  the voluntary or involuntary dissolution, liquidation or
                  winding-up of the Corporation; then, in each such case, the
                  Corporation shall mail to each holder of Series A Preferred
                  Shares at least fifteen days prior to the applicable date
                  hereinafter specified, a notice stating (A) the date on which
                  a record is to be taken for the purpose of such dividend,
                  distribution of rights or warrants or, if a record is not to
                  be taken, the date as of which the holders of Common Shares of
                  record to be entitled to such dividend, distribution or rights
                  or warrants are to be determined, or (B) the date on which
                  such reclassification, change, consolidation, merger, sale,
                  transfer, statutory exchange, dissolution, liquidation or
                  winding-up is expected to become effective, and the dates of
                  which it is expected that holders of Common Shares of record
                  shall be entitled to exchange their Common Shares for
                  securities, cash or other property deliverable upon such
                  reclassification, change, consolidation, merger, sale,
                  transfer, statutory exchange, dissolution, liquidation or
                  winding-up. Failure to give such notice, or any defect
                  therein, shall not, however, affect the legality or validity
                  of any action described in subclauses (i), (ii), (iii) or (iv)
                  of this clause 3.2.5.12.

                  3.2.6    Right of First Refusal. If the holder of any Series A
         Preferred Shares desires to accept an offer (which may be irrevocable
         by its terms for a least 60 days) from any prospective purchaser to
         purchase all or any part of the Series A Preferred Shares at any time
         owned by such holder, such holder shall give notice in writing to the
         Corporation (i) designating the number of shares proposed to be sold,
         (ii) naming the prospective purchaser of such shares and (iii)
         specifying the cash or other consideration or combination thereof (the
         "Offered Consideration") for which, and the terms (the "Offer Terms")
         upon which, such holder desires to sell the same. During the 30-day
         period following receipt of such notice (the "Refusal Period") by the
         Corporation, the Corporation shall have the right to purchase from such
         holder all (but not less than all) of the Series A Preferred Shares
         specified in such notice, with, at the option of the Corporation, cash
         in an amount equal to the fair value (as determined in good faith by
         the Board of Directors) of the Offered Consideration or Qualifying
         Employer Securities of the Corporation having a fair value (as
         determined in good faith by the Board of Directors) equal to the fair
         value (as determined in good faith by the Board of Directors) of the
         Offered Consideration and on the Offer Terms. The rights provided
         hereunder shall be exercised by written notice to such holder given at
         any time during the applicable period. If such right is exercised, the
         Corporation shall deliver such cash or Qualifying Employer Securities
         of the Corporation to such holder against delivery of certificates or
         other instruments representing the shares so purchased, appropriately
         endorsed by such holder. If such right shall not have been exercised
         prior to the expiration of the Refusal Period, then at any time during
         the 30 days following the expiration of the Refusal

                                       16
<PAGE>

         Period, such holder may sell such shares to (but only to) the intended
         purchaser named in his notice to the Corporation for the Offered
         Consideration and on the Offer Terms specified in such notice, free of
         all restrictions or obligations imposed by this clause 3.2.6.

                  3.2.7    Liquidation.

                           3.2.7.1  The liquidation price of Series A Preferred
                  Shares, in case of the voluntary or involuntary liquidation,
                  dissolution or winding-up of the Corporation, shall be $213.71
                  per share, plus an amount equal to the dividends accrued and
                  unpaid thereon to the payment date.

                           3.2.7.2  In the event if any voluntary or involuntary
                  liquidation, dissolution or winding-up of the Corporation, the
                  holders of Series A Preferred Shares shall be entitled to
                  receive the liquidation price of such shares held by them in
                  preference to and in priority over any distributions upon the
                  Common Shares and all Junior Shares. Upon payment in full of
                  the liquidation price to which the holders of Series A
                  Preferred Shares are entitled, the holders of Series A
                  Preferred Shares will not be entitled to any further
                  participation in any distribution of assets by the
                  Corporation. If the assets of the Corporation are not
                  sufficient to pay in full the liquidation price payable to the
                  holders of Series A Preferred Shares and the liquidation price
                  payable to the holders of all Parity Shares, the holders of
                  all such shares shall share ratably in such distribution of
                  assets in accordance with the amounts which would be payable
                  on such distribution if the amounts to which the holders of
                  Series A Preferred Shares and the holders of Parity Shares are
                  entitled were paid in full.

                           3.2.7.3  Neither a consolidation or merger of the
                  Corporation with or into any other corporation, nor a merger
                  of any other corporation with or into the Corporation, nor a
                  sale or transfer of all or any part of the Corporation's
                  assets for cash or securities shall be considered a
                  liquidation, dissolution or winding-up of the Corporation
                  within the meaning of this clause 3.2.7.

                  3.2.8    Voting Rights.

                           3.2.8.1  In addition to any voting rights provided by
                  applicable law or elsewhere in this clause 3.2.8, the holders
                  of Series A Preferred Shares shall be entitled to vote upon
                  all matters upon which the holders of Common Shares are
                  entitled to vote and shall vote together with the holders of
                  Common Shares (and of any other class or series which may
                  similarly be entitled to vote with the Common Shares, if any)
                  as a single class. For the purpose of any vote contemplated by
                  this clause 3.2.8.1, each Series A Preferred Share shall be
                  entitled to the number of votes equal to the number of Common
                  Shares into which such Series A Preferred Share could then be
                  converted (including for such purpose any fractional share
                  into which it could then be converted were it not for the
                  provisions of clause 3.2.5.7 pursuant to the provisions of
                  clause 3.2.5 on the record date for the determination of
                  shareholders entitled to vote on such matters multiplied by
                  1.23.

                                       17
<PAGE>

                           3.2.8.2  If at any time dividends payable on the
                  Series A Preferred Shares, or on any Parity Shares, are in
                  arrears and unpaid in an amount equal to or exceeding the
                  amount of dividends payable thereon for six quarterly dividend
                  periods, the number of members of the Board of Directors shall
                  increase by two, and the holders of the outstanding Series A
                  Preferred Shares and of such Parity Shares will have the
                  exclusive right, voting separately as a class, to elect such
                  two directors of the Corporation at the next regular or
                  special meeting of shareholders of the Corporation. Such
                  voting right will continue until all dividends on the Series A
                  Preferred Shares and on such Parity Shares have been paid in
                  full, at which time such voting right of the holders of Series
                  A Preferred Shares and such Parity Shares will terminate,
                  subject to re-vesting in the event of a subsequent arrearage.
                  Upon any termination of the aforesaid voting right, the term
                  of office of all the directors elected by holders of Series A
                  Preferred Shares and such Parity Shares voting separately as a
                  class will terminate and the number of members of the Board of
                  Directors shall decrease by two.

                  3.2.9    Certain Definitions. As used in this Paragraph 3.2 of
         this Certificate of Incorporation, the following terms shall have the
         following respective meanings:

                  "Common Shares" shall include any shares of the Corporation of
         any class or series 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 Corporation
         and which are not subject to redemption by the Corporation. However,
         Common Shares issuable upon conversion of Series A Preferred Shares
         shall include only shares of the class designated as Common Shares as
         of the original date of issuance of Series A Preferred Shares, or
         shares of the Corporation 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.

                  "Junior Shares" shall mean Preference Shares of any class of
         the Corporation which are by their terms expressly made junior to
         Series A Preferred Shares at the time outstanding both as to dividends
         and as to the distribution of assets on any voluntary or involuntary
         liquidation of the Corporation.

                  "Parity Shares" shall mean any Preference Shares which are by
         their terms on a parity with the Series A Preferred Shares at the time
         outstanding both as to dividends and as to the distribution of assets
         on any voluntary or involuntary liquidation of the Corporation.

                  "Person" shall mean and include an individual, a partnership,
         a joint venture, a corporation, a trust, an unincorporated organization
         and any government or any department or agency thereof.

                  "Preference Shares" shall mean any class of shares of the
         Corporation ranking prior to at least one other class of shares of the
         Corporation as to the payment of

                                       18
<PAGE>

         dividends or the distribution of assets on any voluntary or involuntary
         liquidation of the Corporation.

                  "Qualifying Employer Securities" shall have the meaning set
         forth in Section 4975(e)(8) of the Internal Revenue Code of 1986, as
         amended.

                  "Senior Shares" shall mean any Preference Shares of any class
         of the Corporation which are by their terms expressly made senior to
         Series A Preferred Shares at the time outstanding both as to dividends
         and as to the distribution of assets on any voluntary or involuntary
         liquidation of the Corporation.

         3.3      Except as otherwise provided by the laws of the State of New
York or by any certificate of amendment filed pursuant to Paragraph 3.1 of this
Article THIRD, setting forth the relative rights, preferences and limitations of
any series of Preferred Shares, the entire voting power of the shares of the
Corporation for the election of Directors and for all other purposes, as well as
all other rights appertaining to shares of the Corporation, shall be vested
exclusively in the Common Shares. Each Common Share shall have one vote upon all
matters to be voted on by the holders of the Common Shares, and shall be
entitled to participate equally in all dividends payable with respect to the
Common Shares and to share ratably, subject to the rights and preferences of any
such Preferred Shares, in all assets of the Corporation in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the affairs
of the Corporation.

                                  ARTICLE FOUR

         The office of the Corporation is to be located in the City of New York,
Borough of Manhattan, County of New York and State of New York. The Secretary of
State of the State of New York is hereby designated as the agent of the
Corporation upon whom process in any action or proceeding against it may be
served within the State of New York, and the address to which the Secretary of
State shall mail a copy of any process against the Corporation which may be
served upon his or her pursuant to law is EDO Corporation, 60 East 42nd Street,
Suite 5010, New York, NY 10165.

                                  ARTICLE FIVE

         The number of directors constituting the entire Board of Directors of
the Corporation shall be not less than nine nor more than fifteen. The Board of
Directors shall be divided into three classes. The vote of the holders of 80% of
the outstanding shares of the Corporation entitled to vote thereon shall be
required to amend, alter, change or repeal this Article FIVE or to remove any
director without cause.

                                   ARTICLE SIX

         No shareholder of the Corporation, as such, shall be entitled as a
matter of right to purchase, subscribe for or otherwise acquire any new or
additional shares of the Corporation of any class, whether now or hereafter
authorized, or any options or warrants to purchase, subscribe for or otherwise
acquire any such new or additional shares, or any shares, notes, bonds,
debentures or other securities, convertible into or carrying options or warrants
to purchase, subscribe for or otherwise acquire any such new or additional
shares.

                                       19
<PAGE>

                                  ARTICLE SEVEN

         7.1      Vote Required for Certain Business Combinations.

                  7.1.1    Higher Vote for Certain Business Combinations. In
         addition to any affirmative vote required by law or this Certificate of
         Incorporation, and except as otherwise expressly provided in Section
         7.2 of this Article SEVEN:

                           (i)      any merger or consolidation of the
                  Corporation or any Subsidiary (as hereinafter defined) with
                  (a) any Interested Shareholder (as hereinafter defined) or (b)
                  any other corporation (whether or not itself an Interested
                  Shareholder) which is, or after such merger or consolidation
                  would be, an Affiliate (as hereinafter defined) of an
                  Interested Shareholder; or

                           (ii)     any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Shareholder or any
                  Affiliate of any Interested Shareholder of any assets of the
                  Corporation, or any Subsidiary having an aggregate Fair Market
                  Value (as hereinafter defined) of $1,000,000 or more; or

                           (iii)    the issuance or transfer by the Corporation
                  or any Subsidiary (in one transaction or a series of
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Shareholder or any Affiliate of
                  any Interested Shareholder in exchange for cash, securities,
                  or other property (or a combination thereof) having an
                  aggregate Fair Market Value of $1,000,000 or more; or

                           (iv)     the adoption of any plan or proposal for the
                  liquidation or dissolution of the Corporation proposed by or
                  on behalf of an Interested Shareholder or any Affiliate of any
                  Interested Shareholder; or

                           (v)      any reclassification of securities
                  (including any reverse stock split), or recapitalization of
                  the Corporation, or any merger or consolidation of the
                  Corporation with any of its Subsidiaries or any other
                  transaction (whether or not with or into or otherwise
                  involving an Interested Shareholder) which has the effect,
                  directly or indirectly, of increasing the proportionate share
                  of the outstanding shares of any class of equity or
                  convertible securities of the Corporation or any Subsidiary
                  which is directly or indirectly owned by any Interested
                  Shareholder or any Affiliate of any Interested Shareholder;

         shall require the affirmative vote of the holders of two-thirds of the
         outstanding Shares of the Corporation entitled to vote generally in the
         election of Directors (the "Voting Shares"), which are not beneficially
         owned directly or indirectly by an Interested Shareholder voting
         together as a single class (it being understood that for purposes of
         this Article SEVENTH, each share of the Voting Shares shall have the
         number of votes granted to it pursuant to Article THIRD of this
         Certificate of Incorporation). Such affirmative vote shall be required
         notwithstanding the fact that no vote may be required,

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<PAGE>

         or that a lesser percentage may be specified, by law or in any
         agreement with any national securities exchange or otherwise.

                  7.1.2    Definition of "Business Combination." The term
         "Business Combination" as used in this Article SEVEN shall mean any
         transaction which is referred to in any one or more of clauses (i)
         through (v) of paragraph 7.1.1 of this Section 7.1.

         7.2      When Higher Vote is Not Required. The provisions of Section
7.1 of this Article SEVEN shall not be applicable to any particular Business
Combination; and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this Restated Certificate
of Incorporation, if all the conditions specified in either of the following
paragraphs 7.2.1 and 7.2.2 are met.

                  7.2.1    Approval by Continuing Directors. The Business
         Combination shall have been approved by a majority of the Continuing
         Directors (as hereinafter defined).

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

                           (i)      The aggregate amount of the cash and the
                  Fair Market Value as of the date of the consummation of the
                  Business Combination of consideration other than cash to be
                  received per share by holders of Common Shares in such
                  Business Combination shall be at least equal to the highest of
                  the following:

                                    (a)      A price equal to the Fair Market
                           Value of the Common Shares on the date of the first
                           public announcement of the proposed Business
                           Combination multiplied by a fraction the numerator of
                           which is the highest per share price (including
                           brokerage commissions and/or soliciting dealers'
                           fees) which the Interested Shareholder has
                           theretofore paid for any of the Common Shares already
                           owned by it and the denominator of which is the Fair
                           Market Value of the Common Shares immediately prior
                           to the commencement of acquisition of the Common
                           Shares by the Interested Shareholder;

                                    (b)      The highest per share price
                           (including brokerage commissions and/or soliciting
                           dealers' fees) paid by the Interested Shareholder in
                           acquiring any of its holdings of the Common Shares;

                                    (c)      The Fair Market Value per Common
                           Share on the date of the first public announcement of
                           the proposed Business Combination or on the date on
                           which the Interested Shareholder became an Interested
                           Shareholder, whichever is higher; and

                                    (d)      The earnings per Common Share of
                           the Corporation for the four full consecutive fiscal
                           quarters immediately preceding the record date for
                           solicitation of votes on such Business Combination,
                           multiplied by the then price/earnings multiple (if
                           any) of the Interested Shareholder as customarily
                           computed and reported in the financial community.

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<PAGE>

                           (ii)     The consideration to be received by holders
                  of a particular class or series of outstanding Voting Shares
                  shall be in cash or in the same form as the Interested
                  Shareholder has previously paid for shares of such class or
                  series. If the Interested Shareholder has paid for Voting
                  Shares of any class or series with varying forms of
                  consideration, the form of consideration for such class or
                  series in the Business Combination shall be either cash or the
                  form used to acquire the largest number of shares of such
                  class or series previously acquired by the Interested
                  Shareholder prior to the first public announcement of the
                  proposed Business Combination.

                           (iii)    After such Interested Shareholder has become
                  an Interested Shareholder and prior to the consummation of
                  such Business Combination: (a) except as approved by a
                  majority of the Continuing Directors, there shall have been no
                  failure to declare and pay at the regular date therefor any
                  full quarterly dividends (whether or not cumulative) on the
                  outstanding Preferred Shares; (b) there shall have been (1) no
                  reduction in the annual rate of dividends paid on the Common
                  Shares (except as necessary to reflect any subdivision of the
                  Common Shares), except as approved by a majority of the
                  Continuing Directors, and (2) an increase in such annual rate
                  of dividends as necessary to reflect any reclassification
                  (including any reverse stock split), recapitalization,
                  reorganization or any similar transaction which has the effect
                  of reducing the number of outstanding Common Shares, unless
                  the failure so to increase such annual rate is approved by a
                  majority of the Continuing Directors; and (c) such Interested
                  Shareholder shall have not become the beneficial owner of any
                  additional Voting Shares except as part of the transaction
                  which results in such Interested Shareholder becoming an
                  Interested Shareholder.

                           (iv)     After such Interested Shareholder has become
                  an Interested Shareholder, such Interested Shareholder shall
                  not have received the benefit, directly or indirectly (except
                  proportionately as a shareholder), of any loans, advances,
                  guarantees, pledges or other financial assistance or any tax
                  credits or other tax advantages provided by the Corporation,
                  whether in anticipation of or in connection with such Business
                  Combination or otherwise.

                           (v)      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 (or any subsequent provisions
                  replacing such Act rules or regulations) shall be mailed to
                  public shareholders of the Corporation 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).

         7.3      Certain Definitions. For the purposes of this Article SEVEN:

                  7.3.1    A "person" shall mean any individual, firm,
         corporation or other entity.

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<PAGE>

                  7.3.2    "Interested Shareholder" shall mean any person (other
         than the Corporation or any Subsidiary, and other than any employee
         stock ownership plan or the employee benefit plan of the Corporation or
         any subsidiary or any trustee of, or fiduciary with respect to, any
         such plan when acting in such capacity) who or which:

                           (i)      is the beneficial owner, directly or
                  indirectly, of 10% or more of the Voting Shares; or

                           (ii)     is an Affiliate of the Corporation and at
                  any time within the two-year period immediately prior to the
                  date in question was the beneficial owner, directly or
                  indirectly, of 10% or more of the Voting Shares; or

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

                  7.3.3    A person shall be a "beneficial owner" of any Voting
         Shares:

                           (i)      which such person or any of its Affiliates
                  or Associates (as hereinafter defined) beneficially owns,
                  directly or indirectly; or

                           (ii)     which such person or any of its Affiliates
                  or Associates has (a) 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 (b) the right to vote
                  pursuant to any agreement, arrangement or understanding; or

                           (iii)    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 Voting Shares.

                  7.3.4    For the purposes of determining whether a person is
         an Interested Shareholder pursuant to paragraph 7.3.2 of this Section
         7.3, the number of Voting Shares deemed to be outstanding shall include
         shares deemed owned through application of paragraph 7.3.3 of this
         Section 7.3 but shall not include any other Voting Shares which may be
         issuable pursuant to any agreement, arrangement or understanding, or
         upon exercise of conversion rights, warrants or options, or otherwise.

                  7.3.5    "Affiliate" or "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
         March 9, 1983.

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<PAGE>

                  7.3.6    "Subsidiary" means any corporation of which a
         majority of each class of equity security is owned, directly or
         indirectly, by the Corporation; provided, however, that for the
         purposes of the definition of Interested Shareholder set forth in
         paragraph 7.3.2 of this Section 7.3, 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 Corporation.

                  7.3.7    "Continuing Director" means any member of the Board
         of Directors of the Corporation (the "Board") who is unaffiliated with
         the Interested Shareholder and was a member of the Board prior to the
         time that the Interested Shareholder became an Interested Shareholder,
         and any successor of a Continuing Director who is unaffiliated with the
         Interested Shareholder and is recommended to succeed a Continuing
         Director by a majority of the Continuing Directors then on the Board.
         For purposes of this Article SEVEN, any action by "a majority of
         Continuing Directors" shall require the affirmative votes of a majority
         of the Continuing Directors then in office at a time when there are at
         least seven Continuing Directors.

                  7.3.8    "Fair Market Value" means:

                           (i)      in the case of shares, the highest closing
                  sale price per share during the 30-day period immediately
                  preceding the date in question on the Composite Tape, or, if
                  such shares are not quoted on the Composite Tape, on the
                  principal United States securities exchange registered under
                  the Securities Exchange Act of 1934 on which such shares are
                  listed, or, if such shares are not listed on any such
                  exchange, the highest closing bid quotation with respect to
                  such shares during the 30-day period preceding the date in
                  question on the National Association of Securities Dealers,
                  Inc. Automated Quotations Systems or any system then in use,
                  or if no such quotations are available, the fair market value
                  on the date in question per share as determined by the Board
                  in good faith; and

                           (ii)     in the case of property other than cash or
                  shares, the fair market value of such property on the date in
                  question as determined by the Board in good faith.

                  7.3.9    In the event of any Business Combination in which the
         Corporation survives, the phrase "other consideration to be received"
         as used in paragraph 7.2.2 (i) of Section 7.2 of this Article SEVEN
         shall include the Common Shares and/or other shares of any other class
         of outstanding Voting Shares retained by the holders of such shares.

         The directors of the Corporation shall have the power and duty to
determine for the purposes of this Article SEVEN, on the basis of information
known to them after reasonable inquiry, (A) whether a person is an Interested
Shareholder, (B) the number of Voting Shares beneficially owned by any person,
(C) whether a person is an Affiliate or Associate of another, and (D) 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
Corporation or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $1,000,000 or more.

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<PAGE>

         7.4      No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article SEVEN shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.

         7.5      Amendment, Repeal, etc. Notwithstanding any other provisions
of this Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or by By-Laws of the Corporation), the
affirmative vote of the holders of two-thirds of the outstanding Voting Shares
of the Corporation which are not beneficially owned directly or indirectly by an
Interested Shareholder voting together as a single class, shall be required to
amend or repeal, or adopt any provisions inconsistent with, this Article SEVEN
of this Certificate of Incorporation.

                                  ARTICLE EIGHT

         No director of the Corporation shall be liable to the Corporation or
its shareholders for damages for any breach of duty in such capacity, provided
that nothing contained in this Article EIGHT shall eliminate or limit:

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

                  (b)      the liability of any director for any act or omission
         prior to the adoption of the amendment to this Certificate of
         Incorporation that included this Article EIGHTH.

         IN WITNESS WHEREOF, the undersigned has made and subscribed this
Restated Certificate of Incorporation and affirmed it as true under penalties of
perjury, this 15th day of May, 2003.

                                             /s/ William J. Frost
                                             -----------------------------------
                                             William J. Frost
                                             Secretary and Vice- President,
                                             Administration

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