CR


CERTIFICATE OF MERGER

OF

CRANE CO.

INTO

CRANE DELAWARE


Pursuant to Section 252 of the
Delaware General Corporation Law

The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the
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constituent corporations of the merger is as follows:

Name State of Incorporation
---- ----------------------

Crane Co. Illinois

Crane Delaware Co. Delaware

SECOND: That an Agreement and Plan of Merger, dated as of April 3,
------
1985, by and between Crane Co. and Crane Delaware Co., providing for the merger
(the "Merger") of Crane Co. with and into Crane Delaware Co. has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of subsection (c) of Section
252 of the General Corporation Law of the State of Delaware.

THIRD: That the surviving corporation shall be Crane Delaware Co.,
-----
which shall change its name in the Merger to Crane Co.


FOURTH: The Certificate of Incorporation of the surviving
------
corporation, with such amendments as are effected by the Merger, is attached to
this Certificate of Merger as Exhibit A, and, as so amended, shall constitute
the Certificate of Incorporation, as amended, of the surviving corporation.
From and after the filing of this Certificate of Merger, and until further
amended or provided by law, said Exhibit A may be certified as the Certificate
of Incorporation of the surviving corporation, as amended, separate and apart
from this Certificate of Merger.

FIFTH: That the executed Agreement and Plan of Merger is on file at
-----
the principal place of business of the surviving corporation. The address of
the principal place of business of the surviving corporation is 300 Park Avenue,
New York, N.Y. 10022.

SIXTH: That a copy of the Agreement and Plan of Merger will be
-----
furnished by the surviving corporation, on request and without cost, to any
stockholder of either constituent corporation.

SEVENTH: The authorized capital stock of Crane Co. consists of
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20,000,000 shares of common stock, $6.25 par value, and 600,000 shares of serial
preferred stock, $5.00 par value.

EIGHTH: This Certificate of Merger is not to become effective until
------
the issuance of a Certificate of Merger in respect of the Merger by the
Secretary of State of the State of Illinois pursuant to the Business Corporation
Act of the State of Illinois.

CRANE DELAWARE CO.

By: /s/ R. S. Evans
----------------
President

ATTEST:

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By: /s/ Paul R. Hundt
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Secretary

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EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

CRANE CO.

ARTICLE I
---------

The name of the corporation (hereinafter called the "Corporation") is
Crane Co.

ARTICLE II
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The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

ARTICLE III
-----------

The purpose or purposes for which the Corporation is organized are to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of Delaware.

ARTICLE IV
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The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 40,000,000 shares of common stock,
par value $6.25 per share ("Common Stock"). The holders of Common Stock shall
have the exclusive power to vote and shall have one vote in respect of each
share of such stock held by them.

ARTICLE V
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Board of Directors
------------------

Section 1. Number. The business and affairs of the Corporation shall
--------- ------
be managed under the direction of the Board of Directors which shall consist of
not less than three nor more than fifteen persons. The exact number of
directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors.

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Section 2. Election and Terms. The directors shall be divided into
--------- ------------------
three classes, as nearly equal in number as reasonably possible, with the term
of office of the first class to expire at the 1986 Annual Meeting of
Stockholders, the term of office of the second class to expire at the 1987
Annual Meeting of Stockholders and the term of office of the third class to
expire at the 1988 Annual Meeting of Stockholders. At each Annual Meeting of
Stockholders, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding Annual
Meeting of Stockholders after their election.

Section 3. Newly Created Directorships and Vacancies. Newly created
--------- -----------------------------------------
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
only by a majority vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the Annual Meeting of Stockholders at
which the term of the class to which they have been elected expires. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

Section 4. Removal. Any director, or the entire Board of Directors,
--------- -------
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least two-thirds of the voting power of
the shares then entitled to vote at an election of directors, voting together as
a single class.

Section 5. Amendment, Repeal, etc. Notwithstanding anything
--------- -----------------------
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least two-thirds of the voting power of the then
outstanding shares entitled to vote thereon pursuant to Article IV, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article V.


ARTICLE VI
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Stockholder Action
------------------

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 may not be effected by any consent in
writing by such stockholders. Special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board of Directors or by
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least two-thirds of the voting power of the then outstanding
shares entitled to vote thereon pursuant to Article IV, voting together as a
single class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article VI.

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ARTICLE VII
-----------

By-law Amendments
-----------------

The Board of Directors shall have the power to make, alter, amend or
repeal the By-laws of the Corporation by such vote as may be specified therein.
The affirmative vote of the holders of two-thirds or more of the voting power of
the then outstanding shares entitled to vote thereon pursuant to Article IV,
voting together as a single class, shall be required for the stockholders to
make, alter, amend or repeal the By-laws. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least two-thirds of the voting power of the then outstanding
shares entitled to vote thereon pursuant to Article IV, voting together as a
single class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article VII.

ARTICLE VIII
------------

The name and mailing address of the incorporator of the Corporation is
John F. Johnston, 12th and Market Streets, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, I, John F. Johnston, the sole incorporator of
CRANE CO., have executed this Certificate of Incorporation this 3rd day of
April, 1985, and DO HEREBY CERTIFY under the penalties of perjury that the facts
stated in this Certificate of Incorporation are true.

/s/ John F. Johnston
----------------------------------
John F. Johnston, Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION


Crane Co. (the "Company"), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Company held
on February 23, 1987, resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of the Company, declaring said
amendments to be advisable and calling a meeting of stockholders of the Company
for consideration thereof. The resolutions setting forth the proposed amendments
are as follows:

RESOLVED, that the Certificate of Incorporation be amended by
increasing the number of authorized shares of common stock from 40,000,000
to 80,000,000, decreasing the par value of the Company's Common Stock from
$6.25 to $1.00 per share, splitting each issued common share, including
shares held in treasury, into one and one-half Common Shares, par value
$1.00 per share, for each share previously issued, thereby effecting a
three-for-two Common Share stock split, and authorizing a new class of
5,000,000 shares of preferred stock, par value $.01; and

FURTHER RESOLVED, that Article IV of the Certificate of Incorporation
of the Company be amended in its entirety to read as follows:

ARTICLE IV

The total number of shares of all classes of stock which the
Corporation shall have authority to issue is eighty million (80,000,000)
shares of common stock, par value $1.00 per share ("Common Stock"), and five
million (5,000,000) shares of preferred stock, par value $.01 per share
("Preferred Stock").

The following is a description of each of the classes of stock of the
Corporation and a statement of the powers, preferences, and rights of such
stock, and the qualifications and restrictions thereof.

1


(a) At all meetings of the shareholders of the Corporation the holders
of the Common Stock shall be entitled to one vote for each share of Common
Stock held by them respectively.

(b) Shares of the Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the Board of
Directors of the Corporation. Each series shall be distinctly designated.
Except as otherwise provided in the resolution setting forth the
designations and rights of the series of Preferred Stock, all shares of any
one series of Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends (if any) thereon
shall be cumulative, if made cumulative. The relative preferences,
participating, optional and other special rights of each such series, and
limitations thereof, if any, may differ from those of any and all other
series at any time outstanding. The Board of Directors of the Corporation is
hereby expressly granted authority to fix by resolution or resolutions
adopted prior to the issuance of any shares of each particular series of the
Preferred Stock, the designation, preferences, and relative, participating,
optional or other rights, if any, or the qualifications, limitations or
restrictions thereof, if any, of such series, including, but without
limiting the generality of the foregoing, the following:

(1) the distinctive designation of, and the number of shares of the
Preferred Stock which shall constitute the series, which number may be
increased (except as otherwise fixed by the Board of Directors) or decreased
(but not below the number of shares thereof then outstanding) from time to
time by action of the Board of Directors;

(2) the rate and times at which, and the terms and conditions upon
which, dividends, if any, on shares of the series may be paid, the extent of
preferences or relation, if any, of such dividends to the dividends payable
on any other class or classes of stock of the corporation, or on any series
of the Preferred Stock or of any other class or class of stock of the
Corporation, and whether such dividends shall be cumulative, partially
cumulative or non-cumulative;

(3) the right, if any, of the holders of shares of the series to
convert the same into, or exchange the same for, shares of any other class
or classes of stock of the Corporation, and the terms and conditions of such
conversion or exchange;

(4) whether shares of the series shall be subject to redemption and
the redemption price or prices and the time or times at which, and the terms
and conditions upon which, shares of the series may be redeemed;

(5) the rights, if any, of the holders of shares of the series upon
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding-up of the Corporation;

(6) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and

2


(7) the voting powers, if any, of the holders of shares of the
series which may, without limiting the generality of the foregoing, include
the right, voting as a series by itself or together with other series of the
Preferred Stock or all series of the Preferred Stock as a class, (1) to cast
more or less than one vote per share on any or all matters voted upon by the
shareholders, (2) to elect one or more directors of the Corporation in the
event there shall have been a default in the payment of dividends on any one
or more series of the Preferred Stock or under such other circumstances and
upon such conditions as the Board of Directors may fix.

(c) The relative preferences, rights and limitations of each series of
Preferred Stock in relation to the preferences, rights and limitations of
each other series of Preferred Stock shall, in each case, be as fixed from
time to time by the Board of Directors in the resolution or resolutions
adopted pursuant to authority granted in this Article IV, and the consent by
class or series vote or otherwise, of the holders of the Preferred Stock of
such of the series of the Preferred Stock as are from time to time
outstanding shall not be required for the issuance by the Board of Directors
of any other series of Preferred Stock whether the preferences and rights of
such other series shall be fixed by the Board of Directors as senior to, or
on a parity with, the preferences and rights of such outstanding series, or
any of them; provided, however, that the Board of Directors may provide in
such resolution or resolutions adopted with respect to any series of
Preferred Stock that the consent of the holders of a majority (or such
greater proportion as shall be therein fixed) of the outstanding shares of
such series voting thereon shall be required for the issuance of any or all
other series of Preferred Stock.

(d) Subject to the provisions of the preceding paragraph (c), shares of
any series of Preferred Stock may be issued from time to time as the Board
of Directors shall determine and on such terms and for such consideration,
not less than the par value thereof, as shall be fixed by the Board of
Directors.

Upon this amendment becoming effective, each of the issued Common
Shares, par value $6.25 per share, of the Company, including the Common
Shares held in the Company's Treasury (collectively the "Old Common
Shares"), shall be reclassified without any action on the part of the holder
thereof into one and one-half fully paid and non-assessable Common Shares,
par value $1.00 per share, of the Company, authorized to be issued under the
Certificate of Incorporation of the Company, as hereby amended (the "New
Common Shares"), provided, however, that fractional shares shall not be
issued and the Company shall appoint an agent to act on behalf of the
shareholders to arrange for the consolidation of fractional interests by
providing forms for shareholders to elect either to sell their fraction or
to buy additional fractions sufficient to make up a whole share. Each
certificate representing one or more Old Common Shares issued at the time
this amendment becomes effective shall automatically without the necessity
of presenting the same for exchange thereafter represent the same number of
New Common Shares. As soon as practicable following the date upon which this
amendment becomes effective, the Company shall deliver to the persons
entitled thereto certificates representing the additional whole New Common
Shares to which they shall have become

3


entitled by virtue hereof. The number of shares reserved for issuance under
the Company 1984 Stock Option Plan, outstanding stock options, convertible
debentures and the Company's Shareholders Common Share Purchase Rights Plan
shall be appropriately adjusted in accordance with the terms of their
governing instruments.

RESOLVED, that the Certificate of Incorporation of the Company be
amended by adding a new Article IX to such Certificate of Incorporation
which shall read as follows:

ARTICLE IX

No director of the Corporation shall 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. This paragraph shall not eliminate or limit
the liability of a director for any act or omission occurring prior to the
effective date of its adoption. If the General Corporation Law of the State
of Delaware is hereafter amended to authorize corporate action further
limiting or eliminating the personal liability of directors, then the
liability of a director to the Corporation shall be limited or eliminated to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended from time to time. No repeal or modification of this
Article IX, directly or by adoption of an inconsistent provision of this
Certificate of Incorporation, by the stockholders of the Corporation shall
be effective with respect to any cause of action, suit, claim or other
matter, that, but for this Article IX, would accrue or arise prior to such
repeal or modification.

SECOND: That thereafter, at a meeting of the stockholders of the
Company duly called and held, the necessary number of shares as required by
statute were voted in favor of the foregoing amendments.

THIRD: That the foregoing amendments were duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.

4


IN WITNESS WHEREOF, Crane Co. has caused this Certificate to be signed
by Paul R. Hundt, its Vice President and attested by Frances E. Edwards, its
Assistant Secretary, this 30th day of April, 1987.

Crane Co.

By: /s/ Paul R. Hundt
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Vice President

ATTEST:

/s/ Frances E. Edwards
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Assistant Secretary