YRK

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
YORK INTERNATIONAL CORPORATION


YORK INTERNATIONAL CORPORATION, a Delaware corporation, hereby
certifies as follows:

1. The name of the Corporation is York International Corporation.
The Corporation was originally incorporated under the name "York Holdings
Corporation." The date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was June 27, 1988. The
Corporation filed an Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware on September 8, 1989, on January 31,
1991 and on September 30, 1991.

2. This Amended and Restated Certificate of Incorporation amends and
restates the provisions of the Amended and Restated Certificate of Incorporation
of the Corporation and was duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

3. The text of the Amended and Restated Certificate of Incorporation
is hereby amended and restated in its entirety to read as follows:

ARTICLE ONE

The name of the Corporation is York International Corporation.

ARTICLE TWO

The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle l9801. The name of its registered agent at
such address is The Corporation Trust Company.
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ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

[Deleted]

ARTICLE FIVE

A. AUTHORIZED SHARES
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Subject to the provisions of the ARTICLE FIVE and ARTICLE TEN, the
total number of shares of capital stock which the Corporation has authority to
issue is 210,000,000 shares, consisting of (a) 200,000,000 shares of common
stock, par value $.005 per share ("Common Stock"), and (b) 10,000,000 shares of
preferred stock, par value $.005 per share ("Preferred Stock").

B. COMMON STOCK
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Except as otherwise provided in this Amended and Restated Certificate
of Incorporation or as otherwise required by applicable law, all shares of
Common Stock will be identical in all respects and will entitle the holders
thereof to the same rights and privileges.

1. Voting Rights.
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(i) Except as otherwise required by law, on all matters to be
voted on by the Corporation's stockholders the Common Stock will be entitled to
one vote per share.

(ii) The Common Stock will, except as expressly provided in this
Amended and Restated Certificate of Incorporation or as expressly required under
the General Corporation Law of the State of Delaware, vote as a single class on
all matters to be voted on by the Corporation's stockholders.

2. Dividends. When and as dividends are declared thereon, whether
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payable in cash, property or securities of the Corporation, each holder of
Common Stock will be entitled to participate in such dividends ratably on a per
share basis.

3. Liquidation. The holders of the Common Stock will be entitled
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to share ratably on a per share basis in all distributions to the holders of the
Common Stock in any liquidation, dissolution or winding up of the Corporation.
<PAGE>

4. Registration of Transfer. The Corporation will keep at its
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principal office (or such other place as the Corporation reasonably designates)
a register for the registration and transfer of shares of Common Stock. Upon the
surrender of any certificate representing shares of Common Stock at such place,
the Corporation will, at the request of the registered holder of such
certificate, execute and deliver a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares represented by the
surrendered certificate, and the Corporation forthwith will cancel such
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of shares as is requested by the holder of
the surrendered certificate and will be substantially identical in form to the
surrendered certificate. The issuance of new certificates will be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such issuance.

5. Replacement. Upon receipt of evidence reasonably satisfactory to
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the Corporation (an affidavit of the registered holder will be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of Common Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, or, in the case of any such mutilation upon surrender of such
certificate, the Corporation will (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.

6. Notices. All notices referred to in this Amended and Restated
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Certificate of Incorporation shall be in writing, shall be delivered personally
or by first class mail, postage prepaid, and shall be deemed to have been given
when received by the Corporation at its principal executive offices and to any
stockholder at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the Corporation
by such holder).

7. Amendment and Waiver. No amendment or waiver of any provision
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of ARTICLE FOUR or this ARTICLE FIVE will be effective without the prior
approval of the holders of a majority of the then outstanding Common Stock
voting as a single class.

C. PREFERRED STOCK
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The Preferred Stock authorized by this Certificate of Incorporation
may be issued from time to time in one or more series for such consideration as
the Board of Directors may from time to time fix. The Board of Directors is
authorized to determine or alter any or all of the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and to fix, alter or reduce (but not below the number
then outstanding) the number of shares comprising any such
<PAGE>

series and the designation thereof, or any of them, and to provide for the
rights and terms of redemption or conversion of the shares of any such series;
provided that the holders of shares of Preferred Stock will not be entitled to
more than one vote per share when voting as a class with the holders of shares
of Common Stock.

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation and this Amended and Restated
Certificate of Incorporation may provide. The books of the Corporation may be
kept outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the by-laws of the
Corporation. Election of directors need not be by written ballot unless the by-
laws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

ARTICLE TEN

CERTAIN RIGHTS OF THE CORPORATION'S STOCKHOLDERS

1. Section 203 Not Applicable. The Corporation shall not be governed
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by the provisions of Section 203 of the General Corporation Law of the State of
Delaware.

2. Special Meetings of Stockholders; Voting. Special meetings of
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the stockholders of the Corporation may be called by the Board of Directors,
such Person or Persons as may be authorized to call a special meeting by the
Corporation's by-laws, or by the holders of 15% of the Corporation's Voting
Shares. The holders of a majority of
<PAGE>

the Voting Shares shall constitute a quorum at all meetings of stockholders.
When a quorum is present or represented by proxy at any meeting, the vote of the
holders of a majority of the Voting Shares present in person or represented by
proxy and voting shall decide any question brought before the meeting, except as
otherwise provided by law or the provisions of ARTICLE FIVE, Section B,
subsection 7 or this ARTICLE TEN. All Voting Shares shall be entitled to one
vote per share on any matter submitted to a vote of stockholders, except as
otherwise provided by the provisions of this ARTICLE TEN. All proxies, ballots,
votes and tabulations that identify the particular vote of holders of Voting
Shares shall be confidential and shall not be disclosed except (i) to
independent election inspectors appointed by the Corporation, who shall not be
directors, officers, or employees of the Corporation, (ii) as required by law,
or (iii) when expressly requested by the voting stockholder.

3. Action By Stockholders In Lieu of A Meeting. Any action
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required by the General Corporation Law of the State of Delaware to be taken at
any annual or special meeting of the stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting and
shall be delivered to the Corporation by delivery to its registered office in
Delaware, the Corporation's principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

4. Election Of The Board Of Directors
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(a) Annual Election. Directors of the Corporation shall not be
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divided into classes, and the term of each director shall expire at the annual
meeting of stockholders.

(b) Vacancies. Vacancies on the Board of Directors and newly created
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directorships shall be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.

5. Classes Of Stock. [Deleted]
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6. Issuances Of Equity Securities
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(a) Vote Required for Certain Sales of Equity Securities. Except as
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set forth in subsection (b) of this Section 10.6, in addition to any affirmative
vote of stockholders required by any provision of law, this Amended and Restated
Certificate of Incorporation or the by-laws of the Corporation, or any policy
adopted by the Board of
<PAGE>

Directors, the Corporation shall not, and shall not permit any Subsidiary to, on
or after September 30, 1991, directly or indirectly, issue or sell any Equity
Security of the Corporation or any Subsidiary to any Person who would be, after
giving effect to such issuance or sale, an Interested Person, without the
affirmative vote of the holders of Voting Shares which represent at least a
majority of the aggregate voting power of all outstanding Voting Shares, voting
together as a single class, excluding from such vote and from Voting Shares
deemed to be outstanding all Voting Shares Beneficially Owned by such Person.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or any
agreement with any national securities exchange or otherwise.

(b) When a Vote is Not Required. The provisions of subsection (a) of
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this Section 10.6 shall not be applicable with respect to any issuance of shares
of a class of Equity Securities (x) where such issuance or sale is made to a
Person who is not an Affiliate of the Corporation and such issuance or sale has
been approved by a majority of the members of the Board of Directors who are not
employees of the Corporation; or (y) pursuant to (i) any stock split-up or
division effected by the Corporation on a pro rata basis to all stockholders of
such class, (ii) any dividend that is paid by the Corporation in shares of
Equity Securities of the Corporation or any Subsidiary on a pro rata basis to
all stockholders of such class, (iii) any dividend reinvestment plan adopted by
the Corporation in which all stockholders of such class are eligible to
participate, (iv) any sale to underwriters in connection with a bona fide
underwritten public offering of Voting Shares, or (v) warrants, options or
similar rights existing on or before September 1, 1991.

7. Restriction Of Greenmail
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(a) Vote Required for Certain Acquisitions of Equity Securities.
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Except as set forth in subsection (b) of this Section 10.7, in addition to any
affirmative vote of stockholders required by any provision of law, this Amended
and Restated Certificate of Incorporation or the by-laws of the Corporation, or
any policy adopted by the Board of Directors, the Corporation shall not, and
shall not permit any Subsidiary to, knowingly effect any direct or indirect
purchase or other acquisition (including, without limitation, redemptions and
exchanges), from any Person, of any Equity Security of a class of securities
issued by the Corporation or any Subsidiary which is registered pursuant to
Section l2 of the Exchange Act, at a price which is in excess of the Market
Price of such Equity Security on the date that the understanding to effect such
transaction is entered into by the Corporation or any Subsidiary (whether or not
such transaction is concluded or a written agreement relating to such
transaction is executed on such date, such date to be conclusively established
by determination of the Board of Directors), without the affirmative vote of the
holders of the Voting Shares which represent at least a majority of the
aggregate voting power of all outstanding Voting Shares, voting together as a
single class, excluding from such vote and from Voting Shares deemed to be
outstanding all Voting Shares Beneficially Owned by such Person. Such
affirmative vote
<PAGE>

shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or any agreement with any Person.

(b) When a Vote is Not Required. The provisions of subsection (a) of
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this Section 10.7 shall not be applicable with respect to:

(i) any purchase, acquisition, redemption, or exchange of
Preferred Stock, the purchase, acquisition, redemption or exchange of which is
provided for in any provisions of this Amended and Restated Certificate of
Incorporation of the Corporation establishing the designations, rights, and
preferences of such Preferred Stock; or

(ii) any purchase or other acquisition of Equity Securities made
as part of a tender or exchange offer by the Corporation made on the same terms
to all holders of such Equity Securities and complying with the applicable
requirements of the Exchange Act and the rules and regulations thereunder (or
any successor provisions to such Act, rules or regulations).

8. Rights And Options
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(a) Vote Required for Rights and Options. Except as set forth in
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subsection (b) of this Section 10.8, the Corporation shall not, and shall not
permit any Subsidiary to, create or issue any rights or options entitling the
holders thereof to purchase or otherwise obtain any Equity Securities issued or
to be issued by the Corporation or any such Subsidiary, without the affirmative
vote of the holders of Voting Shares which represent at least a majority of the
aggregate voting power of all outstanding Voting Shares, voting together as a
single class.

(b) When a Vote is Not Required. The provisions of subsection (a) of
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this Section 10.8 shall not be applicable with respect to creation or issuance
of (i) any rights or options to employees of the Corporation or any Subsidiary
in connection with customary compensation arrangements entered into by the
Corporation or any Subsidiary in the ordinary course of business or (ii) options
or rights to purchase or obtain Equity Securities of any Subsidiary which
constitutes less than 10% of the consolidated assets of the Corporation as
reflected on the most recent audited financial statements of the Corporation
available at the time of issuance issued to (x) employees of such Subsidiary in
connection with their employment by such Subsidiary or (y) any Person, other
than an Interested Person, pursuant to a bona fide business venture between the
Corporation and/or such Subsidiary on one hand and such Person on the other hand
or (z) (i) Preferred Stock or (ii) indebtedness of the Corporation which is
convertible into Equity Securities.

9. Golden Parachutes. The Corporation shall not enter into or
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extend any agreements or arrangements pursuant to which compensation would be
paid to any
<PAGE>

director, officer, or employee of the Corporation which is contingent upon a
change of control, merger or acquisition of the Corporation, unless:

(a) as to any director, officer or other employee whom the Board of
Directors has determined makes or is likely to make a significant contribution
to the business of the Corporation (i) such action receives the affirmative vote
of a majority of the members of the Board of Directors who are not employees of
the Corporation and (ii) payments made to a person pursuant to any such
agreement or arrangement shall be limited to the maximum amount which does not
result in "excess parachute payments" under Section 280G of the Internal Revenue
Code of 1986, as the same may be amended from time to time, or any successor
legislation, or

(b) such action receives the affirmative vote of the holders of
Voting Shares which represent at least a majority of the aggregate voting power
of all outstanding Voting Shares, voting together as a single class, excluding
from such vote and from Voting Shares deemed to be outstanding all Voting Shares
Beneficially Owned by any Person that is or would be a party to such agreement
or arrangement.

10. Reservation Of Shares. The Corporation will at all times reserve
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and keep available out of its authorized but unissued shares of Common Stock,
the number of such shares which are sufficient for issuance upon exercise of any
then outstanding warrant, option or similar right to receive or acquire any
class of Common Stock.

11. Certain Definitions
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For the purposes of this ARTICLE TEN:

(i) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on August 30, 1991.

(ii) "Beneficial Owner" when used with respect to any securities
shall mean a Person that, individually or with or through any of its Affiliates
or Associates,

(A) is the beneficial owner of such securities, within the
meanings ascribed to the term beneficial owner in Rules l3d-3 and Rule 13d-5 of
the General Rules and Regulations under the Exchange Act as in effect on August
30, 1991;

(B) has (1) the right to acquire such securities (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, provided,
however, that a Person shall not be deemed the Beneficial Owner of securities
tendered pursuant to a tender or
<PAGE>

exchange offer made by such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or exchange;
or (2) the right to vote such securities pursuant to any agreement, arrangement
or understanding, provided, however, that a Person shall not be deemed the
Beneficial Owner of any securities because of such Person's right to vote such
securities if the agreement, arrangement or understanding to vote such
securities arises solely from a revocable proxy or consent given in response to
a proxy or consent solicitation made to 10 or more persons; or

(C) has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (2) of clause (B) of this definition), or
disposing of such securities with any other Person that Beneficially Owns, or
whose Affiliates or Associates Beneficially Own, directly or indirectly, such
securities.

Securities that are "Beneficially Owned" by any Person shall mean all such
securities of which such Person is the Beneficial Owner. The Corporation shall
be permitted to conclusively rely upon its stock transfer ledger, public filings
with regulatory agencies, such as Schedules 13D, or certificates of its
stockholders in determining the Beneficial Ownership of any Person and its
Affiliates of Voting Shares.

(iii) "Change in Control" [Deleted]

(iv) "Equity Securities" shall have the meaning ascribed to
such term in Rule 3a11-1 under the Exchange Act, as in effect on August 30,
1991.

(v) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(vi) "Interested Person" shall mean any Person (other than the
Corporation or any Subsidiary) that is the direct or indirect Beneficial Owner
of more than 5% (five percent) of the aggregate voting power of the Voting
Shares and any Affiliate or Associate of any such Person. For the purpose of
determining whether a Person is an Interested Person, Voting Shares that are
deemed outstanding and are deemed Beneficially Owned by such Person shall
include unissued Voting Shares of the Corporation of which the Interested Person
is the Beneficial Owner but shall not include any other Voting Shares of the
Corporation which may be issuable pursuant to any agreement, arrangement, or
understanding, upon exercise of conversion rights, warrants, or options, or
otherwise to any Person who is not the Interested Person.

(vii) "Market Price" of shares of a class of an Equity Security
of the Corporation on any day shall mean the highest sale price (regular way) of
shares of such class of such Equity Security on such day, or if that day is not
a trading day, then on the trading day immediately preceding such day, on the
largest principal national securities exchange on which such class of Equity
Security is then listed or admitted to trading, or if such class of Equity
Security is not listed or admitted to trading on any
<PAGE>

national securities exchange, then the highest reported sale price for such
shares in the over-the-counter market as reported on the NASDAQ National Market
System, or if such sale prices shall not be reported thereon, then the highest
bid price so reported, or if such price shall not be reported thereon, then as
the same shall be reported by the National Quotation Bureau Incorporated, or if
the price is not determinable as set forth above, then as determined in good
faith by the Board of Directors.

(viii) "Person" shall mean any individual, partnership, firm,
corporation, association, trust, unincorporated organization or other entity, as
well as any syndicate or group deemed to be a person pursuant to Section
13(d)(5) of the Exchange Act, as in effect on August 30, 1991.

(ix) "Subsidiary" shall mean any company of which the Corporation
is the Beneficial Owner, directly or indirectly, of (A) a majority of the fair
market value of the outstanding Equity Securities of such company, or (B) Equity
Securities having a majority of the voting power represented by all of the
outstanding shares of capital stock of such company entitled to vote generally
in the election of directors. For the purpose of determining whether a company
is a Subsidiary, the outstanding Equity Securities thereof shall include
unissued Equity Securities of which the Corporation is the Beneficial Owner but,
except for the purpose of determining whether a company is a Subsidiary for the
purpose of subsection (v) hereof, shall not include any other Equity Securities
which may be issuable pursuant to any agreement, arrangement, or understanding,
or upon the exercise of conversion rights, warrants, or options, or otherwise to
any Person who is not the Corporation.

(x) "Voting Shares" shall mean the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

12. Amendment. The provisions of this ARTICLE TEN shall not be amended
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without the affirmative vote of the holders of Voting Shares which represent at
least a majority of the aggregate voting power of all outstanding Voting Shares,
voting together as a single class.


ARTICLE ELEVEN

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.