Outboard Marine Corp Watch

from 10-Q 1 page <page> Certificate of Amendment of the Restated Certificate of Incorporation of Outboard Marine Corporation Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware * * * * * Outboard Marine Corporation, a Delaware Corporation (Hereinafter Called the "Corporation"), Does Hereby Certify as Follows: First: That the Board of Directors of the Corporation Adopted a Resolution Proposing and Declaring Advisable the Following Amendment to the Restated Certificate of Incorporation of the Corporation: Resolved, That the Restated Certificate of Incorporation Be Amended by Changing the Fourth Article Thereof So That, as Amended, Such Article Shall Be and Read as Follows: "Fourth: The Total Number of All Classes of Stock Which the Corporation Shall Have Authority to Issue Is 43,500,000 Shares, Consisting Of: (A) 1,500,000 Shares of Preferred Stock, Par Value $0.01 Per Share; and (B) 42,000,000 Shares of Common Stock, Par Value $0.01 Per Share." Second: That in Lieu of a Meeting of Stockholders, the Stockholders of the Corporation Have Duly Adopted the Amendment by Unanimous Written Consent in Accordance With the Provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, Outboard Marine Corporation Has Caused This Certificate to Be Duly Executed in Its Corporate Name as of This 19th Day of July, 2000. Outboard Marine Corporation By: /S/ Eric T. Martinez Name: Eric T. Martinez Title: Sr. Vice President, Finance and Treasurer 2

from 10-Q 1 page <page> Certificate of Amendment of the Restated Certificate of Incorporation of Outboard Marine Corporation Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware * * * * * Outboard Marine Corporation, a Delaware Corporation (Hereinafter Called the "Corporation"), Does Hereby Certify as Follows: First: That the Board of Directors of the Corporation Adopted a Resolution Proposing and Declaring Advisable the Following Amendment to the Restated Certificate of Incorporation of the Corporation: Resolved, That the Restated Certificate of Incorporation Be Amended by Changing the Fourth Article Thereof So That, as Amended, Such Article Shall Be and Read as Follows: "Fourth: The Total Number of All Classes of Stock Which the Corporation Shall Have Authority to Issue Is 43,500,000 Shares, Consisting Of: (A) 1,500,000 Shares of Preferred Stock, Par Value $0.01 Per Share; and (B) 42,000,000 Shares of Common Stock, Par Value $0.01 Per Share." Second: That in Lieu of a Meeting of Stockholders, the Stockholders of the Corporation Have Duly Adopted the Amendment by Unanimous Written Consent in Accordance With the Provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, Outboard Marine Corporation Has Caused This Certificate to Be Duly Executed in Its Corporate Name as of This 31st Day of May, 2000. Outboard Marine Corporation By: /S/ Robert S. Romano Name: Robert S. Romano Title: Vice President, General Counsel and Secretary 2

from 10-K405 1 page Amendment to Restated Certificate of Incorporation

from S-4/A ~10 pages Amended and Restated By-Laws of the Company

from S-4 ~10 pages Agreement of Limited Partnership

from S-4 ~20 pages By-Laws Omc Latin America/Caribbean, Inc.

from S-4 ~20 pages By-Laws Omc Recreational Boat Group, Inc.

from S-4 ~20 pages By-Laws of Omc Aluminum Boat Group, Inc.

from S-4 ~20 pages By-Laws of Omc Fishing Boat Group, Inc.

from S-4 1 page Certificate of Limited Partnership

from S-4 ~5 pages Certificate of Incorporation

from S-4 1 page Certifiace of Incorporation

from S-4 ~5 pages Certificate of Incorporation

from S-4 ~5 pages Certificate of Incorporation