RESTATED CERTIFICATE OF INCORPORATION

                             OF FEDDERS CORPORATION

 

     The undersigned, Kent E. Hansen, certifies that he is the Executive Vice

President and Secretary of Fedders Corporation, a corporation organized and

existing under the laws of the State of Delaware (the "Corporation"), and does

hereby further certify as follows:

 

          (1) The name of the Corporation is Fedders Corporation.

 

          (2) The name under which the Corporation was originally incorporated

     was Fedders Corporation and the original Certificate of Incorporation of

     the Corporation was filed with the Secretary of State of the State of

     Delaware on April 4, 1984.

 

          (3) This Restated Certificate of Incorporation was duly adopted by in

     accordance with the provisions of Sections 242 and 245 of the General

     Corporation Law of the State of Delaware.

 

          (4) The text of the Restated Certificate of Incorporation of the

     Corporation as amended hereby is restated to read in its entirety, as

     follows:

 

     FIRST:  The name of the corporation shall be FEDDERS CORPORATION.

 

     SECOND:  The purposes for which the Corporation is formed are as follows:

 

          (a) To design, manufacture, buy, sell, distribute, at wholesale or

     retail, import and export, rent and lease, repair and maintain, dispose of,

     and generally deal in all kinds of air-conditioning apparatus, equipment

     and appliances; refrigeration apparatus, equipment and appliances; heating

     apparatus, equipment and appliances; gas and electric stoves and ranges;

     automatic clothes-washing machines and clothes-drying machines of all kinds

     and for all purposes; automobile radiators and other components of all

     kinds; sheetmetal specialties; and all other devices of any kind or nature

     used in conjunction therewith, or incidental or accessory thereto.

 

          (b) To design, create, manufacture, produce, export, import, purchase,

     acquire, sell, dispose of, and generally deal in and with materials,

     articles, machinery, apparatus, equipment, appliances, supplies, goods and

     other personal property of every kind and description, tangible or

     intangible, and to engage in any mercantile, commercial manufacturing or

     trading business of any character.

 

          (c) To acquire, by purchase or otherwise, own, hold, lease, mortgage,

     sell, or otherwise dispose of, and generally deal in and with rights and

     interests in real and personal property of every kind and description.

 

          (d) To acquire, sell or otherwise dispose of, deal in and with, and

     grant and obtain licenses for all kinds of intangible property, including

     patent rights, improvements thereon, inventions, discoveries, formulas and

     processes, copyrights, trademarks, trade names and designs.

 

          (e) To the extent permitted by law, to promote, finance, underwrite

     and assist, financially or otherwise, and to assume and guarantee the

     obligations of any individual, corporation or other entity, and to purchase

     or otherwise acquire, hold, own, sell or otherwise dispose of securities

     and obligations of every nature and kind of any issuer, whether or not

     incorporated.

 

          (f) To do all and everything necessary, suitable or proper for the

     accomplishment of any of the purposes or the attainment of any of the

     objectives hereinbefore set forth, either alone or in association with

     other corporations, firms or individuals, and to do every other act or

     acts, thing or things, incidental or appurtenant to or arising out of or

     connected with the aforesaid businesses or any part or parts thereof.

 

          (g) To engage in any lawful act or activity for which corporations may

     be organized under the General Corporation Law of Delaware.

 

     THIRD:  The aggregate number of shares of stock of all classes which the

Corporation shall have authority to issue is 90,000,000, consisting of

70,000,000 shares of Common Stock having a par value of $0.01

                                       A-10

<PAGE>

 

per share, 5,000,000 shares of Class B Stock having a par value of $0.01 per

share and 15,000,000 shares of Preferred Stock having a par value of $0.01 per

share.

 

     The powers, preferences and the relative, participating, optional and other

rights and the qualifications, limitations and restrictions thereof, of each

class of stock, and the express grant of authority to the Board of Directors to

fix by resolution the designations and the powers, preferences and rights of

each share of Preferred Stock and the qualifications, limitations and

restrictions thereof which are not fixed by this Certificate of Incorporation,

are as follows:

 

A.  COMMON STOCK AND CLASS B STOCK.

 

  I.  DIVIDENDS, ETC.

 

     Subject to the rights of the holders of Preferred Stock, and subject to any

other provisions of this Certificate of Incorporation, as amended from time to

time, holders of Common Stock and Class B Stock shall be entitled to receive

such dividends and other distributions in cash, stock or property of the

Corporation as may be declared thereon by the Board of Directors from time to

time out of assets or funds of the Corporation legally available therefor;

provided, that in the case of cash dividends, if at any time a cash dividend is

paid on the Common Stock, a cash dividend of equal amount shall be paid on the

Class B Stock; and provided, further, that in the case of dividends or other

distributions payable in stock of the Corporation other than Preferred Stock,

including distributions pursuant to stock splits or divisions of stock of the

Corporation other than Preferred Stock, which occur after the initial issuance

of shares of Class B Stock by the Corporation, only shares of Common Stock shall

be distributed with respect to Common Stock and only shares of Class B Stock

shall be distributed with respect to Class B Stock, in each case, in an amount

per share equal to the amount per share paid with respect to the Common Stock,

and that, in the case of any combination, reclassification or subdivision of the

Common Stock, the shares of Class B Stock shall also be combined, reclassified

or subdivided so that the number of shares of Class B Stock outstanding

immediately following such combination, reclassification or subdivision shall

bear the same relationship to the number of shares outstanding immediately prior

to such combination, reclassification or subdivision as the number of shares of

Common Stock outstanding immediately following such combination,

reclassification or subdivision bears to the number of shares of Common Stock

outstanding immediately prior to such combination, reclassification or

subdivision.

 

  II.  VOTING.

 

     (a) At every meeting of the stockholders, every holder of Common Stock

shall be entitled to one (1) vote in person or by proxy for each share of Common

Stock standing in his name on the transfer books of the Corporation and every

holder of Class B Stock shall be entitled to one (1) vote in person or by proxy

for each share of Class B Stock standing in his name on the transfer books of

the Corporation, except that each holder of Class B Stock shall be entitled to

ten (10) votes per share on the election of any directors at any stockholders'

meeting (i) if more than 15% of the shares of Common Stock outstanding on the

record date for such meeting are beneficially owned by a person or group of

persons acting in concert (unless such person or group is also the beneficial

owner of a majority of the shares of Class B Stock on such record date), or (ii)

if a nomination for the Board of Directors is made by a person or group of

persons acting in concert, other than the Board of Directors (unless such

nomination is made by one or more holders of Class B Stock, acting in concert,

who beneficially own more than 15% of the shares of Class B Stock outstanding on

such record date).

 

     (b) The provisions of this Certificate of Incorporation shall not be

modified, revised, altered or amended, repealed or rescinded in whole or in

part, without the affirmative vote of the holders of a majority of the shares of

the Common Stock and of a majority of the shares of the Class B Stock, each

voting separately as a class.

 

                                       A-11

<PAGE>

 

     (c) The Corporation may not effect or consummate:

 

          (1) any merger or consolidation of the Corporation with or into any

     other person;

 

          (2) any sale, lease, exchange or other disposition of all or

     substantially all of the assets of the Corporation to or with any other

     person; or

 

          (3) any dissolution of the Corporation;

 

unless and until such transaction is authorized by the vote, if any, required by

Delaware law; and unless and until such transaction is authorized by a majority

of the votes entitled to be cast by the shares of Common Stock and of Class B

Stock entitled to vote, each voting separately as a class, but the foregoing

shall not apply to any merger or other transaction described in the preceding

subparagraphs (1) and (2) if the other party to the merger or other transaction

is a Subsidiary of the Corporation.

 

     For purposes of this paragraph (c) a "Subsidiary" is any corporation more

than 50% of the voting securities of which are owned directly or indirectly by

the Corporation; and a "person" is any individual, partnership, corporation or

entity.

 

     (d) Following the initial issuance of shares of Class B Stock, the

Corporation may not effect the issuance of any additional shares of Class B

Stock (except in connection with stock splits and stock dividends) unless and

until such issuance is authorized by the holders of a majority of the voting

power of the shares of Common Stock and of Class B Stock entitled to vote, each

voting separately as a class.

 

     (e) Every reference in this Certificate of Incorporation to a majority or

other proportion of shares of stock shall refer to such majority or other

proportion of the votes entitled to be cast by such shares.

 

     (f) Except as may be otherwise required by law or by this Article Third,

the holders of Common Stock and Class B Stock shall vote together as a single

class, subject to any voting rights which may be granted to holders of Preferred

Stock.

 

  III.  TRANSFER.

 

     (a) No person holding shares of Class B Stock of record (hereinafter called

a "Class B Holder") may transfer, and the Corporation shall not register the

transfer of, such shares of Class B Stock, as Class B Stock, whether by sale,

assignment, gift, bequest, appointment or otherwise, except to a Permitted

Transferee and any purported transfer of shares not permitted hereunder shall

result in the conversion of such shares into Common Stock as provided by

subsection (d) of this Section III. A Permitted Transferee shall mean, with

respect to each person from time to time shown as the record holder of shares of

Class B Stock:

 

          (i) In the case of a Class B Holder who is a natural person:

 

             (A) The spouse of such Class B Holder, any lineal descendant of a

        parent of such Class B Holder, and any spouse of such lineal descendant

        (which lineal descendants, their spouses, the Class B Holder, and his or

        her spouse are herein collectively referred to as "Class B Holder's

        Family Members");

 

             (B) The trustee of a trust (including a voting trust) principally

        for the benefit of such Class B Holder and/or one or more of his or her

        Permitted Transferees described in each subclause of this clause (i)

        other than this subclause (B), provided that such trust may also grant a

        general or special power of appointment to one or more of such Class B

        Holder's Family Members and may permit trust assets to be used to pay

        taxes, legacies and other obligations of the trust or of the estates of

        one or more of such Class B Holder's Family Members payable by reason of

        the death of any of such Class B Holder's Family Members;

 

             (C) Any organization, contributions to which are deductible for

        federal income, estate or gift tax purposes or any split-interest trust

        described in Section 4947 of the Internal Revenue Code, as it may from

        time to time be amended (hereinafter called a "Charitable

        Organization");

 

                                       A-12

<PAGE>

 

             (D) A corporation, if a majority of the beneficial ownership of

        outstanding capital stock of such corporation which is entitled to vote

        for the election of directors is owned by, or a partnership if a

        majority of the beneficial ownership of the partnership is held by, the

        Class B Holder or his or her Permitted Transferees determined under this

        clause (i), provided that if by reason of any change in the ownership of

        such stock or partnership interests, such corporation or partnership

        would no longer qualify as a Permitted Transferee, all shares of Class B

        Stock then held by such corporation or partnership shall, upon the

        election of the Corporation given by written notice to such corporation

        or partnership, without further act on anyone's part, be converted into

        shares of Common Stock effective upon the date of the giving of such

        notice, and stock certificates formerly representing such shares of

        Class B Stock shall thereupon and thereafter be deemed to represent the

        like number of shares of Common Stock; and

 

             (E) The estate of such Class B Holder.

 

          (ii) In the case of a Class B Holder holding the shares of Class B

     Stock in question as trustee pursuant to a trust (other than a Charitable

     Organization or any trust described in clause (iii) below), "Permitted

     Transferee" means (A) any person transferring Class B Stock to such trust

     and (B) any Permitted Transferee of any such transferor determined pursuant

     to clause (i) above.

 

          (iii) In the case of a Class B Holder holding the shares of Class B

     Stock in question as trustee pursuant to a trust (other than a Charitable

     Organization) which was irrevocable on the date of initial issuance to such

     Class B Holder (hereinafter in this Section III called the "Record Date"),

     "Permitted Transferee" means (A) any person to whom or for whose benefit

     principal may be distributed either during or at the end of the term of

     such trust whether by power of appointment or otherwise and (B) any

     Permitted Transferee of any such person determined pursuant to clause (i)

     above.

 

          (iv) In the case of a Class B Holder which is a Charitable

     Organization holding record and beneficial ownership of the shares of Class

     B Stock in question, "Permitted Transferee" means any Class B Holder.

 

          (v) In the case of a Class B Holder which is a corporation or

     partnership (other than a Charitable Organization) acquiring record and

     beneficial ownership of the shares of Class B Stock in question upon its

     initial issuance by the Corporation, "Permitted Transferee" means (A) any

     partner of such partnership, or stockholder of such corporation, on the

     Record Date, (B) any person transferring such shares of Class B Stock to

     such corporation or partnership, and (C) any Permitted Transferee of any

     such person, partner, or stockholder referred to in subclauses (A) and (B)

     of this clause (v), determined under clause (i) above.

 

          (vi) In the case of a Class B Holder which is a corporation or

     partnership (other than a Charitable Organization or a corporation or

     partnership described in clause (v) above) holding record and beneficial

     ownership of the shares of Class B Stock in question, "Permitted

     Transferee" means (A) any person transferring such shares of Class B Stock

     to such corporation or partnership and (B) any Permitted Transferee of any

     such transferor determined under clause (i) above.

 

          (vii) In the case of a Class B Holder which is the estate of a

     deceased Class B Holder, or which is the estate of a bankrupt or insolvent

     Class B Holder, which holds record and beneficial ownership of the shares

     of Class B Stock in question, "Permitted Transferee" means a Permitted

     Transferee of such deceased, bankrupt or insolvent Class B Holder as

     determined pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) above, as

     the case may be.

 

     (b) Notwithstanding anything to the contrary set forth herein, any Class B

Holder may pledge such Class B Holder's shares of Class B Stock to a pledgee

pursuant to a bona fide pledge of such shares as collateral security for

indebtedness due to the pledgee, provided that such shares shall not be

transferred to or registered in the name of the pledgee and shall remain subject

to the provisions of this Section III. In the event of foreclosure or other

similar action by the pledgee, such pledged shares of Class B Stock may only be

transferred to a Permitted Transferee of the pledgor or converted into shares of

Common Stock, as the pledgee may elect.

                                       A-13

<PAGE>

 

     (c) For purposes of this Section III:

 

          (i) The relationship of any person that is derived by or through legal

     adoption shall be considered a natural one.

 

          (ii) Each joint owner of shares of Class B Stock shall be considered a

     "Class B Holder" of such shares.

 

          (iii) A minor for whom shares of Class B Stock are held pursuant to a

     Uniform Gifts to Minors Act or similar law shall be considered a Class B

     Holder of such shares.

 

          (iv) Unless otherwise specified, the term "person" means both natural

     persons and legal entities.

 

          (v) Without derogating from the election conferred upon the

     Corporation pursuant to subclause (D) of clause (i) above, each reference

     to a corporation shall include any successor corporation resulting from

     merger or consolidation and each reference to a partnership shall include

     any successor partnership resulting from the death or withdrawal of a

     partner.

 

     (d) Any transfer of shares of Class B Stock not permitted hereunder shall

result in the conversion of the transferee's shares of Class B Stock into shares

of Common Stock, effective the date on which certificates representing such

shares are presented for transfer on the books of the Corporation. The

Corporation may, in connection with preparing a list of stockholders entitled to

vote at any meeting of stockholders, or as a condition to the transfer or the

registration of shares of Class B Stock on the Corporation's books, require the

furnishing of such affidavits or other proof as it deems necessary to establish

that any person is the beneficial owner of shares of Class B Stock or is a

Permitted Transferee.

 

     (e) At any time when the number of outstanding shares of Class B Stock as

reflected on the stock transfer books of the Corporation falls below 2.5% of the

aggregate number of the issued and outstanding shares of the Common Stock and

Class B Stock of the Corporation, or the Board of Directors and the holders of a

majority of the outstanding shares of Class B Stock approve the conversion of

all of the Class B Stock into Common Stock, then, immediately upon the

occurrence of either such event, the outstanding shares of Class B Stock shall

be converted into shares of Common Stock. In the event of such a conversion,

certificates formerly representing outstanding shares of Class B Stock shall

thereupon and thereafter be deemed to represent the like number of shares of

Common Stock.

 

     (f) Shares of Class B Stock shall be registered in the names of the

beneficial owners thereof and not in "street" or "nominee" name. For this

purpose, a "beneficial owner" of any shares of Class B Stock shall mean a person

who, or an entity which, possesses the power, either singly or jointly, to

direct the voting or disposition of such shares. The Corporation shall note on

the certificates for shares of Class B Stock the restrictions on transfer and

registration of transfer imposed by this Section III.

 

  IV.  CONVERSION RIGHTS.

 

     (a) Subject to the terms and conditions of this Section IV, each share of

Class B Stock shall be convertible at any time or from time to time, at the

option of the respective holder thereof, at the office of any transfer agent for

Class B Stock, and at such other place or places, if any, as the Board of

Directors may designate, or, if the Board of Directors shall fail so to

designate, at the principal office of the Corporation (attention of the

Secretary of the Corporation), into one (1) fully paid and nonassessable share

of Common Stock. Upon conversion, the Corporation shall make no payment or

adjustment on account of dividends accrued or in arrears on Class B Stock

surrendered for conversion or on account of any dividends on the Common Stock

issuable on such conversion. Before any holder of Class B Stock shall be

entitled to convert the same into Common Stock, he shall surrender the

certificate or certificates for such Class B Stock at the office of said

transfer agent (or other place as provided above), 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 (such endorsements or instruments of transfer to be in

form satisfactory to the Corporation), and shall give written notice to the

Corporation at said office that he elects so to convert said Class B Stock in

accordance with the terms of this Section IV, and shall state in

 

                                       A-14

<PAGE>

 

writing therein the name or names in which he wishes the certificate or

certificates for Common Stock to be issued. Every such notice of election to

convert shall constitute a contract between the holder of such Class B Stock and

the Corporation, whereby the holder of such Class B Stock shall be deemed to

subscribe for the amount of Common Stock which he shall be entitled to receive

upon such conversion, and, in satisfaction of such subscription, to deposit the

Class B Stock to be converted and to release the Corporation from all liability

thereunder, and thereby the Corporation shall be deemed to agree that the

surrender of the certificate or certificates therefor and the extinguishment of

liability thereon shall constitute full payment of such subscription for Common

Stock to be issued upon such conversion. The Corporation will as soon as

practicable after such deposit of a certificate or certificates for Class B

Stock, accompanied by the written notice and the statement above prescribed,

issue and deliver at the office of said transfer agent (or other place as

provided above) to the person for whose account such Class B Stock was so

surrendered, or to his nominee or nominees, a certificate or certificates for

the number of full shares of Common Stock to which he shall be entitled as

aforesaid. Subject to the provisions of subsection (d) of this Section IV, such

conversion shall be deemed to have been made as of the date of such surrender of

the Class B Stock to be converted; and the person or persons entitled to receive

the Common Stock issuable upon conversion of such Class B Stock shall be treated

for all purposes as the record holder or holders of such Common Stock on such

date.

 

     (b) The issuance of certificates for shares of Common Stock upon conversion

of shares of Class B Stock shall be made without charge for any stamp or other

similar tax in respect of such issuance. However, if any such certificate is to

be issued in a name other than that of the holder of the share or shares of

Class B Stock converted, the person or persons requesting the issuance thereof

shall pay to the Corporation the amount of any tax which may be payable in

respect of any transfer involved in such issuance or shall establish to the

satisfaction of the Corporation that such tax has been paid.

 

     (c) The Corporation shall not be required to convert Class B Stock, and no

surrender of Class B Stock shall be effective for that purpose, while the stock

transfer books of the Corporation are closed for any purpose; but the surrender

of Class B Stock for conversion during any period while such books are so closed

shall become effective for conversion immediately upon the reopening of such

books, as if the conversion had been made on the date such Class B Stock was

surrendered.

 

     (d) The Corporation covenants that it will at all times reserve and keep

available, solely for the purpose of issue upon conversion of the outstanding

shares of Class B Stock, such number of shares of Common Stock as shall be

issuable upon the conversion of all such outstanding shares, provided that

nothing contained herein shall be construed to preclude the Corporation from

satisfying its obligations in respect of the conversion of the outstanding

shares of Class B Stock by delivery of shares of Common Stock which are held in

the treasury of the Corporation. The Corporation covenants that if any shares of

Common Stock required to be reserved for purposes of conversion hereunder

require registration with or approval of any governmental authority under any

federal or state law before such shares of Common Stock may be issued upon

conversion, the Corporation will use its best efforts to cause such shares to be

duly registered or approved, as the case may be. The Corporation will endeavor

to list the shares of Common Stock required to be delivered upon conversion

prior to such delivery upon each national securities exchange, if any, upon

which the outstanding Common Stock is listed at the time of such delivery. The

Corporation covenants that all shares of Common Stock which shall be issued upon

conversion of the shares of Class B Stock, will, upon issue, be fully paid and

nonassessable and not entitled to any pre-emptive rights.

 

  V.  LIQUIDATION RIGHTS

 

     In the event of any dissolution, liquidation or winding up of the affairs

of the Corporation, whether voluntary or involuntary, after payment or provision

for payment of the debts and other liabilities of the Corporation, the holders

of each series of Preferred Stock shall be entitled to receive, out of the net

assets of the Corporation, an amount for each share equal to the amount fixed

and determined by the Board of Directors in any resolution or resolutions

providing for the issuance of any particular series of Preferred Stock, plus an

amount equal to all dividends accrued and unpaid on shares of such series to the

date fixed for distribution, and no more, before any of the assets of the

Corporation shall be distributed or paid over to the holders of Common Stock or

Class B Stock.

                                       A-15

<PAGE>

 

     After payment in full of said amounts to the holders of Preferred Stock of

all series, the remaining assets and funds of the Corporation shall be divided

among and paid to the holders of Common Stock and Class B Stock as follows: (i)

before any payment or distribution of the assets of the Corporation (whether

capital or surplus) shall be made to or set apart for the holders of Class B

Stock, the holders of the shares of Common Stock (including those persons who

shall become holders of Common Stock by reason of converting their shares of

Class B Stock) shall be entitled to receive $0.25 per share (the "Common Stock

Initial Liquidation Amount"); (ii) before any additional payment or distribution

of the assets of the Corporation (whether capital or surplus) shall be made to

or set apart for the holders of Common Stock following the payment of the Common

Stock Initial Liquidation Amount, the holders of Class B Stock shall be entitled

to receive $0.50 per share (the "Class B Liquidation Amount"); and (iii) before

any additional payment or distribution of the assets of the Corporation (whether

capital or surplus) shall be made to or set apart for the holders of Class B

Stock following the payment of the Class B Liquidation Amount, the holders of

Common Stock (including those persons who shall become holders of Common Stock

by reason of converting their shares of Class B Stock) shall be entitled to

receive $0.25 per share (the "Common Stock Additional Liquidation Amount" and,

together with the Common Stock Initial Liquidation Amount, the "Common Stock

Liquidation Amount"). Following the payment or setting apart for payment of the

Common Stock Liquidation Amount and the Class B Liquidation Amount, the holders

of Common Stock and Class B Stock shall participate pari passu and be entitled

to receive, on a pro rata basis, the remaining assets of the Corporation or

proceeds therefrom available for distribution to the holders of Common Stock and

Class B Stock. If, upon any liquidation, dissolution or winding up of the

Corporation, the assets of the Corporation or proceeds thereof: (i)

distributable among the holders of the shares of Common Stock shall be

insufficient to pay in full the Common Stock Initial Liquidation Amount and

liquidating payments on any other shares of stock ranking, as to liquidation,

dissolution or winding up, on a parity with the Common Stock, then such assets,

or the proceeds thereof, shall be distributed among the holders of shares of

Common Stock and any such other stock ratably in accordance with the respective

amounts which would be payable on such shares of Common Stock and any such other

stock if all amounts payable thereon were paid in full; (ii) distributable among

the holders of the shares of Class B Stock shall be insufficient to pay in full

the Class B Liquidation Amount and liquidating payments on any other shares of

stock ranking, as to liquidation, dissolution or winding up, on a parity with

the Class B Stock, then such assets, or the proceeds thereof, shall be

distributed among the holders of shares of Class B Stock and any such other

stock ratably in accordance with the respective amounts which would be payable

on such shares of Class B Stock and any such other stock if all amounts payable

thereon were paid in full; (iii) distributable among the holders of the shares

of Common Stock shall be insufficient to pay in full the Common Stock Additional

Liquidation Amount and liquidating payments on any other shares of stock

ranking, as to liquidation, dissolution or winding up, on a parity with the

Common Stock, then such assets, or the proceeds thereof, shall be distributed

among the holders of shares of Common Stock and any such other stock ratably in

accordance with the respective amounts which would be payable on such shares of

Common Stock and any such other stock if all amounts payable thereon were paid

in full. For the purposes of this Section V, (i) a consolidation or merger of

the Corporation with one or more corporations, (ii) a sale or transfer of all or

substantially all of the Corporation's assets or (iii) a statutory share

exchange shall not be deemed to be a liquidation, dissolution or winding up,

voluntary or involuntary.

 

B.  PREFERRED STOCK

 

     The Board of Directors is authorized, subject to limitations prescribed by

law and the provisions of this Article Third, to provide for the issuance of the

preferred shares in series, and by filing a certificate pursuant to the General

Corporation Law of Delaware, to establish the number of shares to be included in

each such series, and to fix the designations, relative rights, preferences and

limitations of the shares of each such series.

 

                                       A-16

<PAGE>

 

The authority of the Board with respect to each series shall include, but not be

limited to, determination of the following:

 

          (a) The number of shares constituting that series and the distinctive

     designations of that series;

 

          (b) The dividend rate on the shares of that series, whether dividends

     shall be cumulative and, if so, from which date or dates, and the relative

     rights of priority, if any, of payment of dividends of shares of that

     series;

 

          (c) Whether that series shall have voting rights, in addition to the

     voting rights provided by law and, if so, the terms of such voting rights;

 

          (d) Whether that series shall have conversion privileges and, if so,

     the terms and conditions of such conversion, including provision for

     adjustment of the conversion rate in such events as the Board of Directors

     shall determine;

 

          (e) Whether or not the shares of that series shall be redeemable and,

     if so, the terms and conditions of such redemption, including the date or

     dates upon or after which they shall be redeemable, and the amount per

     share payable in case of redemption, which amount may vary under different

     conditions and at different redemption dates;

 

          (f) Whether that series shall have a sinking fund for the redemption

     or purchase of shares of that series and, if so, the terms and amount of

     such sinking fund;

 

          (g) The rights of the shares of that series in the event of voluntary

     or involuntary liquidation, dissolution or winding up of the Corporation,

     and the relative rights of priority, if any, of payment of shares of that

     series;

 

          (h) Any other relative rights, preferences and limitations of that

     series. Dividends on outstanding preferred shares shall be declared and

     paid, or set apart for payment, before any dividends shall be declared and

     paid, or set apart for payment, on the common shares with respect to the

     dividend period. Any and all such shares issued, and for which the full

     consideration has been paid or delivered shall be deemed fully paid stock

     and the holder of such shares shall not be liable for any further call or

     assessment or any other payment thereon.

 

     FOURTH: The duration of such Corporation shall be perpetual.

 

     FIFTH: The name and mailing address of the Corporation's Registered Agent

and Office in the State of Delaware are: The Prentice-Hall Corporation System,

Inc., 2711 Centerville Road, Suite 400, City of Wilmington, County of Newcastle.

 

     SIXTH: Each director shall be elected by the stockholders at each annual

meeting and shall hold office until the next annual meeting of stockholders and

until such director's successor shall have been elected and qualified. The term

of office of each director in office at the time this Article SIXTH becomes

effective shall expire at the annual meeting of stockholders next held after the

effectiveness of this Article SIXTH.

 

     SEVENTH: No holder of shares of the Corporation of any class, now or

hereafter authorized, shall have any preferential or preemptive right to

subscribe for, purchase or receive any shares of the Corporation of any class,

now or hereafter authorized, or any options or warrants for such shares, or any

rights to subscribe for or purchase such shares, or any securities convertible

into or exchangeable for such shares, which may at any time be issued, sold or

offered for sale by the Corporation.

 

     EIGHTH: A director of the Corporation shall not personally be liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the Delaware General Corporation

law, or (iv) for any transaction from which the director derived an improper

personal benefit.

 

                                       A-17

<PAGE>

 

     NINTH: Any action required or permitted to be taken by the stockholders of

the Corporation must be effected at a duly called annual or special meeting of

stockholders of the Corporation, and the ability of the stockholders to consent

in writing to the taking of any action is hereby specifically denied.

 

     TENTH: The Board of Directors of the Corporation shall have the power to

amend the By-Laws of the Corporation.

 

                                       A-18

<PAGE>

 

     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of

Incorporation to be executed on its behalf on this           day of           ,

2002.

 

                                          FEDDERS CORPORATION

 

                                          By:

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

                                            Kent E. Hansen

                                            Executive Vice President and

                                              Secretary