EXHIBIT 3(A)
RESTATED CERTIFICATE OF INCORPORATION
OF
THE B.F.GOODRICH COMPANY
UNDER SECTION 807 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, Jon V. Heider and Nicholas J. Calise, being respectively Senior Vice President and
Secretary of THE B.F.GOODRICH COMPANY, do hereby certify as follows:
1. The name of the corporation is THE B.F.GOODRICH COMPANY, hereinafter referred to as the
"Company".
2. The Certificate of Incorporation was filed by the Department of State on the 2nd day of May, 1912.
3. The Certificate of Incorporation is hereby amended to modify paragraph A of Article ELEVENTH relating to
repurchases from an Interested Shareholder (as defined) in three respects. First, it requires that any proposed
repurchase of shares from an Interested Shareholder requiring the approval of shareholders also requires the
approval of a majority of the non-officer directors. Second, it requires the cost of any such shareholder
solicitation to be at the expense of the Interested Shareholder. Finally, the amendment further limits the price at
which a purchase of shares could be made from an Interested Shareholder without shareholder approval to the
higher of (i) the closing price on the last trading day immediately preceding the earlier of public disclosure of the
repurchase or the signing of a definitive repurchase agreement and (ii) the average closing price during the 20
trading days immediately preceding the date of such disclosure or agreement.
4. The text of the Certificate of Incorporation, as amended heretofore, and as further amended, hereby is restated
to read as herein set forth in full:
CERTIFICATE OF INCORPORATION OF
THE B.F.GOODRICH COMPANY
We, the undersigned, all being persons of full age and at least two-thirds being citizens of the United States and at
least one of us a resident of the State of New York, desiring to form a stock corporation (other than a moneyed
corporation, or a corporation provided for by the banking, the insurance, the
railroad and the t