Goodrich Corp · 10-Q · For 6/30/01 · EX-3.C

Filed On 8/1/01 4:23pm ET   ·   SEC File 1-00892   ·   Accession Number 950144-1-505036

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Goodrich Corporation                                  31    178K 
 2: EX-3.C      Amendment/Restated Certificate of Incorporation        3      9K 
 3: EX-10.HH    2001-2003 Long-Term Incentive Summary Plan            12     40K 

EX-3.C   ·   Amendment/Restated Certificate of Incorporation

EX-3.C
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                                                                    EXHIBIT 3(C)

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

THE B. F. GOODRICH COMPANY

UNDER SECTION 805 OF THE

BUSINESS CORPORATION LAW

         FILED BY:

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

EX-3.C
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CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

THE B. F. GOODRICH COMPANY

UNDER SECTION 805 OF THE

BUSINESS CORPORATION LAW

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

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

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

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

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

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

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

2 

EX-3.C
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    IN WITNESS WHEREOF, the undersigned have executed and signed their names
and affirm under the penalties of perjury that the statements made herein are   
true this 1st day of June, 2001.                                                

                                            THE B. F. GOODRICH COMPANY

                                         /s/ David L. Burner

                                             David L. Burner
                                            Chairman and Chief Executive Officer

                                           /s/ Kenneth L. Wagner

                                           Kenneth L. Wagner
                                             Assistant Secretary

3 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q Filing		Date		First		Last			Other Filings
		2/19/01		2
		4/17/01		2					PRE 14A, DEF 14A
For The Period Ended		6/30/01
Filed On / Filed As Of		8/1/01
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