AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             BERKSHIRE BANCORP INC.

 

 

                  The Corporation was incorporated under the name "Cooper

Medical Devices Corporation" by the filing of its original Certificate of

Incorporation with the Secretary of State of the State of Delaware on March 1,

1979. This Amended and Restated Certificate of Incorporation of the Corporation,

which both restates and amended the provisions of the Corporation's Certificate

of Incorporation (as amended, this "Certificate of Incorporation"), was duly

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

Corporation Law of the State of Delaware (the "DGCL"). The Certificate of

Incorporation of the Corporation is hereby amended and restated to read in its

entirety as follows:

 

                                   ARTICLE I.

 

                  The name of the corporation (which is hereinafter referred to

as the "Corporation") is BERKSHIRE BANCORP INC.

 

                                  ARTICLE II.

 

                  The address of the registered office of the Corporation in the

State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City

of Wilmington, County of New Castle, State of Delaware 19801. The name of the

Corporation's registered agent is The Corporation Trust Company.

 

                                  ARTICLE III.

 

                  The purpose of the Corporation is to engage in any lawful act

or activity for which corporations may be organized under the DGCL.

 

                                   ARTICLE IV.

 

                  4.1 Capital Stock. The total number of shares of capital stock

which the Corporation shall have authority to issue is twelve million

(12,000,000) shares, of which ten million (10,000,000) shares shall be common

stock, par value $.10 per share ("Common Stock"), and two million (2,000,000)

shares shall be preferred stock, par value $.01 per share ("Preferred Stock").

 

                  4.2 Common Stock. The shares of authorized Common Stock of the

Corporation shall be identical in all respects and shall have equal rights and

privileges.

 

                  4.3 Preferred Stock. The Preferred Stock may be issued from

time to time in one or more series. The Board of Directors of the Corporation is

hereby expressly authorized to provide, by resolution or resolutions duly

adopted by it prior to issuance, for the creation of each such series and to fix

the designation and the powers, preferences, rights, qualifications, limitations

and restrictions relating to the shares of each such series. The authority of

the Board of Directors with respect to each series of Preferred Stock shall

include, but not be limited to, determining the following:

 

                  (a) the designation of such series, the number of shares to

         constitute such series and the stated value if different from the par

         value thereof;

 

                  (b) whether the shares of such series shall have voting

         rights, in addition to any voting rights provided by law, and, if so,

         the terms of such voting rights, which may be general or limited;

 

                  (c) the dividends, if any, payable on such series, whether any

         such dividends shall be cumulative, and, if so, from what dates, the

         conditions and dates upon which such dividends shall be payable, and

         the preference or relation which such dividends shall bear to the

         dividends

 

 

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         payable on any shares of stock of any other class or any other series

         of Preferred Stock;

 

                  (d) whether the shares of such series shall be subject to

         redemption by the Corporation, and, if so, the times, prices and other

         conditions of such redemption;

 

                  (e) the amount or amounts payable upon shares of such series

         upon, and the rights of the holders of such series in, the voluntary or

         involuntary liquidation, dissolution or winding up, or upon any

         distribution of the assets, of the Corporation;

 

                  (f) whether the shares of such series shall be subject to the

         operation of a retirement or sinking fund and, if so, the extent to and

         manner in which any such retirement or sinking fund shall be applied to

         the purchase or redemption of the shares of such series for retirement

         or other corporate purposes and the terms and provisions relating to

         the operation thereof;

 

                  (g) whether the shares of such series shall be convertible

         into, or exchangeable for, shares of stock of any other class or any

         other series of Preferred Stock or any other securities and, if so, the

         price or prices or the rate or rates of conversion or exchange and the

         method, if any, of adjusting the same, and any other terms and

         conditions of conversion or exchange;

 

                  (h) the limitations and restrictions, if any, to be effective

         while any shares of such series are outstanding upon the payment of

         dividends or the making of other distributions on, and upon the

         purchase, redemption or other acquisition by the Corporation of, the

         Common Stock or shares of stock of any other class or any other series

         of Preferred Stock;

 

                  (i) the conditions or restrictions, if any, upon the creation

         of indebtedness of the Corporation or upon the issue of any additional

         stock, including additional shares of such series or of any other

         series of Preferred Stock or of any other class; and

 

                  (j) any other powers, preferences and relative, participating,

         optional and other special rights, and any qualifications, limitations

         and restrictions, thereof.

 

                  The powers, preferences and relative, participating, optional

and other special rights of each series of Preferred Stock, and the

qualifications, limitations or restrictions thereof, if any, may differ from

those of any and all other series at any time outstanding. All shares of any one

series of Preferred Stock shall be identical in all respects with all other

shares of such series, except that shares of any one series issued at different

times may differ as to the dates from which dividends thereof shall be

cumulative.

 

                                   ARTICLE V.

 

                  Unless required by law or determined by the chairman of the

meeting to be advisable, the vote by stockholders on any matter, including the

election of directors, need not be by written ballot.

 

                                   ARTICLE VI.

 

                  The Corporation reserves the right to increase or decrease its

authorized capital stock, or any class or series thereof, and to reclassify the

same, and to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation or the Bylaws of the Corporation; and other

provisions authorized by the DGCL at the time in force may be added or inserted,

in the manner now or hereafter prescribed by law, and all rights conferred upon

stockholders, Directors or any other person pursuant to this Certificate of

Incorporation and the Bylaws of the Corporation are granted subject to the

aforementioned reservation.

 

 

 

 

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                                  ARTICLE VII.

 

                  The Board of Directors shall have the power at any time, and

from time to time, to adopt, amend and repeal any and all Bylaws of the

Corporation.

 

                                  ARTICLE VIII.

 

                  8.1 Elimination of Certain Liability of Directors. To the

fullest extent permitted by the DGCL, as the same exists or may hereafter be

amended, no Director of the Corporation shall be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a Director. No amendment of this Certificate of Incorporation or repeal

of any of its provisions shall limit or eliminate any right or protection of a

Director of this Corporation under this Section 8.1 for or with respect to any

acts or omissions of such Director occurring prior to such amendment or repeal.

 

                  8.2 Indemnification. The Corporation shall indemnify (A) its

Directors and officers, whether serving the Corporation or at its request, any

other entity, to the full extent required or permitted by the DGCL now or

hereafter in force, including the advance of expenses under the procedures and

to the full extent permitted by law, and (B) other employees and agents of the

Corporation to such extent as shall be expressly authorized by the Board of

Directors or the ByLaws and as permitted by law. The foregoing rights of

indemnification shall not be exclusive of any other rights to which those

seeking indemnification may be entitled. The Board of Directors may take such

action as is necessary to carry out these indemnification provisions and is

expressly empowered to adopt, approve and amend from time to time such Bylaws,

resolutions or contracts implementing such provisions or such further

indemnification arrangements as may be permitted by law. No amendment of this

Certificate of Incorporation or repeal of any of its provisions shall limit or

eliminate the right to indemnification provided under this Section 8.2 with

respect to any acts or omissions occurring prior to such amendment or repeal.

 

                  IN WITNESS WHEREOF, this Restated Certificate of

Incorporation, which restates, integrates and amends the provisions of the

certificate of incorporation of the Corporation, and which has been duly adopted

by the stockholders of the Corporation in accordance with the provisions of

Sections 242 and 245 of the Delaware General Corporation Law, has been executed

by Steven Rosenberg, its Vice President, this 23rd day of March, 1999.

 

                                       COOPER LIFE SCIENCES, INC.

 

 

                                       By: /s/ Steven Rosenberg

                                          _____________________________________

                                             Steven Rosenberg

                                             Vice President

 

[As Filed: 03-30-1999]