RESTATED CERTIFICATE OF INCORPORATION
OF
HERCULES INCORPORATED

Under Section 245
of the
Delaware General Corporation Law

HERCULES INCORPORATED, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1. The name of the Corporation is HERCULES INCORPROATED, except that for purposes of filing this name with the Secretary of State of the State of Florida in compliance with Chapter 613 of the Florida Statutes and for the purposes of service of process within the State of Florida upon the corporation, it shall be known as HERCULES INCORPORATED OF DELAWARE. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 18, 1912, under the name HERCULES POWDER COMPANY. It has been amended and/or supplemented numerous times since that date, including, most recently, by a Certificate of Correction filed with the Secretary of State on July 6, 1988.

2. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of this Corporation’s Certificate of Incorporation as theretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

3. The text of this Corporation’s Certificate of Incorporation, as amended or supplemented heretobefore, is hereby restated without further amendments or changes to read in full as follows:

"FIRST: The name of the Corporation is HERCULES INCORPORATED, except that for the purposes of filing this name with the Secretary of State of the State of Florida in compliance with Chapter 613 of the Florida Statutes and for the purposes of service of process within the State of Florida upon the Corporation, it shall be known as HERCULES INCORPORATED OF DELAWARE.

"SECOND: The registered office of the Corporation in the State of Delaware is located at Hercules Plaza, 1313 North Market Street, City of Wilmington, County of New Castle. The name of its registered agent at that address is Hercules Incorporated.

"THIRD: The purpose of the Corporation is to engage in any part of the world in any capacity in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and the Corporation shall be authorized to exercise and enjoy all powers, rights and privileges which corporations organized under the General Corporation Law of Delaware may have including without limitation all powers, rights and privileges necessary or convenient to carry out all those acts and activities in which it may lawfully engage.

"FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is one hundred and fifty-two million (152,000,000) shares, of which one hundred and fifty million (150,000,000) shares shall be Common Stock without par value (hereinafter called 'Common Stock') and two million (2,000,000) shares shall be Series Preferred Stock without par value (hereinafter called 'Series Preferred Stock').

"Section I. Series Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, or no voting powers, and such other powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein and as shall be stated and expressed in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors, subject to the limitations prescribed by law and in accordance with the provisions hereof.

"l. Authority is hereby expressly granted to and vested in the Board of Directors, subject to the provisions of this Article Fourth, to authorize the issue of one or more series of Series of Preferred Stock, and with respect to each such series to fix by resolution or resolutions providing for the issue of such series:

"(a) The maximum number of shares to constitute such series and the distinctive designation 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;

"(c) The dividend rate, if any, on the shares of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of capital stock, and whether such dividends shall be cumulative or non-cumulative;

"(d) Whether the shares of such series shall be subject to redemption by the Corporation for cash, property or rights, including securities of any other, corporation, at the option of the Corporation or the holder or both or upon the happening of a specified event, and, if made subject to redemption, the times or events, prices, rates and other terms and conditions of such redemption;

"(e) The rights of the holders of shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the preference or relation which such rights shall bear to the rights of any other class or classes or any other series of capital stock upon the happening of any such event;

"(f) Whether or not 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 to corporate purposes and the terms and provisions relative to the operation thereof;

"(g) Whether or not and upon what terms and conditions such series shall be convertible into, or exchangeable for, at the option of the Corporation or the holder or both or upon the happening of a specified event, shares of stock of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, and the times or events, price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and other terms and conditions of such conversions or exchanges;

"(h) The limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or any other class or classes or any one or more series of stock of the Corporation ranking junior to the shares of such series either as to dividends or upon liquidation;

"(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 or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up;

"(j) The restrictions, if any, on the issue or reissue of any shares of such series; and

"(k) Any other preference and relative, participating, optional, or other special rights and qualifications, limitations or restrictions thereof as shall not be inconsistent with this Article Fourth.

"2. All shares of any one series of the Series Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends, if any, thereon shall be cumulative; and all series shall rank equally and be identical in all respects except as permitted by the foregoing provisions of Section I of this Article Fourth.

"3. The Board of Directors may, subject to the provisions of the resolution or resolutions creating any series of Series Preferred Stock with respect to the payment of dividends on any series of Series Preferred Stock, declare and pay dividends payable in Common Stock on the Common Stock, and the Board of Directors may, subject as aforesaid, declare and pay dividends on the Common Stock payable in cash or property other than Common Stock but only whenever dividends on the then outstanding Series Preferred Stock as may be required with respect to any and all series outstanding shall have been paid or declared and set apart for payment and after complying with any requirements as may then be in effect with respect to any retirement or sinking fund or funds for any and all series of Series Preferred Stock, and the Series Preferred Stock shall not be entitled to share therein.

"4. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, 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 any class or classes of stock of the Corporation ranking junior to the Series Preferred Stock upon liquidation, if any, the holders of the shares of the Series Preferred Stock shall be entitled to receive payment at the rate fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, plus (if dividends on shares of such series of Series Preferred Stock shall be cumulative) an amount equal to all dividends (whether or not earned or declared) accumulated to the date of final distribution to such holders; but they shall be entitled to no further payment. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders first, if more than one series of Series Preferred Stock is outstanding, in accordance with the relative rights and preferences, if any, of such series upon liquidation, dissolution or winding up and then, with respect to each series, ratably to the holders of shares of such series. Solely for the purposes of this Paragraph 4., the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities, or other consideration) of all or substantially all the property or assets of the Corporation shall be deemed a voluntary liquidation, dissolution or winding up of the Corporation, but a consolidation or merger of the Corporation with one or more other corporations shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.

"5. Nothing in this Article Fourth shall limit any right of the Corporation conferred in this Restated Certificate of Incorporation or by law to purchase or redeem or otherwise acquire any shares of its capital stock.

"6. Except as shall be otherwise stated and expressed in the resolution or resolutions of the Board of Directors providing for the issue of any series and except as otherwise required by the laws of the State of Delaware, the holders of shares of Series Preferred Stock shall have, with respect to such shares, no right or power to vote on any question or in any proceeding or to be represented at, or to receive notice of, any meeting of stockholders.

"Section II. All shares of Common Stock shall be identical with each other in every respect. The shares of Common Stock shall entitle the holders thereof to one vote for each share upon all matters upon which stockholders have the right to vote.

"The Common Stock is subject to all the powers, rights, privileges, preferences and priorities of the Series Preferred Stock as are stated and expressed herein and as shall be stated and expressed in any resolution or resolutions adopted by the Board of Directors pursuant to authority expressly granted to and vested in it by the provisions of this Article Fourth.

"From time to time the Common Stock may be increased according to law, but no such increase shall be made without the consent, in the manner provided by law, of not less than two-thirds in interest of those shares which then have voting powers.

"FIFTH: Section I. To the fullest extent authorized or 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 breach of fiduciary duty as a director. This Section shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of its adoption. Any repeal or modification of this Section, directly or indirectly, such as by adoption of an inconsistent provision of this Certificate of Incorporation, shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

"Section II.

"1. Each person who. was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter collectively referred to as a 'Proceeding'), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employe or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employe benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employe or agent or in any other capacity while serving as a director, officer, employe or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employe or agent and shall inure to the benefit of his or her heirs, executors and administrators.

The right to indemnification conferred in this Section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employe benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employes and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

"2. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

"3. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employe or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

"4. If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employe and agent of the Corporation as to expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) with respect to any proceeding to the full extent permitted by any applicable portion of this Section that shall not have been invalidated and to the full extent permitted by applicable law.

"SIXTH: The business and affairs of the Corporation shall be exercised by or under the direction of the Board of Directors, except as otherwise provided herein or required by law.

"Section I. For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the power of the Corporation and of its directors and of its stockholders, it is further provided:

"1. Except as otherwise fixed by or pursuant to the provisions of Article Fourth of the Restated Certificate of Incorporation relating to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the Board of Directors of the Corporation shall consist of not less than seven (7) nor more than eighteen (18) 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. At the 1986 Annual Meeting of Stockholders, the directors shall be classified, with respect to the time for which they severally hold office, into three classes as equal in number as possible as determined by the Board of Directors of the Corporation, with the term of office of one class to expire at the 1987 Annual Meeting of Stockholders, the term of another class to expire at the 1988 Annual Meeting of Stockholders, and the term of the third class to expire at the 1989 Annual Meeting of Stockholders, the members of each class to hold office until their respective successors shall have been duly elected and qualified. At each annual meeting of the stockholders of the Corporation following such initial classification and election, directors elected to succeed those directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

"2. Except as otherwise fixed by or pursuant to the provisions of Article Fourth of this Restated Certificate of Incorporation relating to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

"3. Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office only with cause, and only, by the affirmative vote of the holders of at least 80% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

"4. Except as otherwise expressly provided in Section II of Article Fourth and Paragraph 4 of Section II of Article Sixth of this Restated Certificate of Incorporation, and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, 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 such holders and may not be effected by any consent in writing by such holders.

"5. The Board of Directors shall have power to make, alter, amend and repeal the By-Laws (except so far as the By-Laws adopted by the stockholders shall otherwise provide). Any By-Laws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, Sections 2 and 11 of Article I and Sections 1 and 2 of Article II of the By-Laws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 80% of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

"6. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Section I of Article Sixth or any provision hereof.

"Section II: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized:

"1. To make, alter, amend, or repeal from time to time the By-Laws of the Corporation; provided, however, that any By-Law made by the Board of Directors may be altered, amended or repealed by the holders of capital stock of the Corporation entitled to vote thereon at any annual meeting or at any special meeting called for that purpose, provided that notice of such proposed alteration, amendment or repeal is included in the notice of such annual or special meeting.

"2. To determine the use and disposition of any surplus and net profits of the Corporation including the determination of the amount of working capital required, to set apart out of any of the funds of the Corporation, whether or not available for dividends, a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

"3. To designate, by resolution passed by a majority of the whole Board, one or more committees, each committee to consist of one or more directors of the Corporation, which, to the extent provided in the resolution designating the committee or in the By-Laws of the Corporation, shall have and may exercise subject to the provisions of the General Corporation Law of Delaware the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be provided in the By-Laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

"4. With the written assent without a meeting of the holders of two-thirds of its stock, or pursuant to the affirmative vote, in person or by proxy, at any meeting called as provided in the By-Laws, of the holders of two-thirds of its stock, issued and outstanding, the Board of Directors may sell, convey, assign, transfer or otherwise dispose of, the property, assets, rights and privileges of the Corporation, as an entirety, for such consideration and on such terms as they may determine.

"SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers, appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution, or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such a manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class or creditors and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agrees to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding upon all the creditors or class of creditors and/or upon all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

"EIGHTH: The duration of the Corporation shall be perpetual.

"NINTH: Notwithstanding anything herein to the contrary, the provisions of this Article Ninth shall not apply to any transaction in which the third paragraph of Section II of Article Fourth or Paragraph 4 of Section II of Article Sixth of this Restated Certificate of Incorporation applies by reason of (1) an increase in Common Stock, or (2) the sale, conveyance, assignment, transfer or other disposition of the property, assets, rights and privileges of the Corporation as an entity, or both.

"Section I. In addition to any affirmative vote required by law or this Restated Certificate of Incorporation, and except as otherwise expressly provided in Section II of this Article Ninth:

"(a) Any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

"(b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $100 million or more; or

"(c) The issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $100 million or more; or

"(d) The adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Stockholder or any Affiliate of any Interested Stockholder; or

"(e) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of Equity Security (as hereinafter defined) of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder;

"shall require the affirmative vote of the holders of at least 80% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the 'Voting Stock' for purposes of this Article Ninth), voting together as a single class (it being understood that for purposes of this Article Ninth, each share of the Voting Stock shall have the number of votes granted to it pursuant to Section II of Article Fourth of this Restated Certificate of Incorporation). 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 in any agreement with any national securities exchange or otherwise.

"The term 'Business Combination' used in this Article Ninth shall mean any transaction which is referred to in any one or more clauses (a) through (e) of the immediately preceding paragraph.

"Section II. The provisions of Section I of this Article Ninth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Restated Certificate of Incorporation, if all of the conditions specified in either of the following Paragraphs 1 and 2 are met:

"1. The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

"2. All of the following conditions shall have been met:

"(a) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by all holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

"(i) (If applicable) the highest per-share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the terms of the proposed Business Combination (the 'Announcement Date') or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; and

"(ii) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (such latter date is referred to in this Article Ninth as the 'Determination Date'), whichever is higher.

"(b) The consideration to be received by holders of Common Stock shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class. If the Interested Stockholder has paid for shares of Common Stock with varying forms of consideration, the form of consideration for Common Stock shall be either cash or the form used to acquire the largest number of shares of such class previously acquired by it. The price determined in accordance with Paragraph 2(a) of this Section II shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

"(c) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (i) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding stock having a preference over the Common Stock as to dividends or upon liquidation; (ii) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors: and (iii) such Interested Stockholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.

"(d) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

"(e) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least thirty (30) days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

"Section III. For the purpose of this Article Ninth:

"1. 'Person' shall mean any individual, firm, corporation or other entity.

"2. 'Interested Stockholder' shall mean any person (other than the Corporation or any Subsidiary or any employe benefit plan of the Corporation or any Subsidiary) who or which:

"(a) Is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding Voting Stock; or

"(b) Is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the thenoutstanding Voting Stock; or

"(c) Is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

"3. A person shall be a 'beneficial owner' of any Voting Stock:

"(a) which such person or any of his Affiliates or Associates (as hereinafter defined) beneficially owns directly or indirectly; or

"(b) Which such person or any of his Affiliates or Associates has (1) the right to acquire (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, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or

"(c) Which are beneficially owned, directly or indirectly, by any other person with which such person or any of his Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

"4. For the purpose of determining whether a person is an Interested Stockholder pursuant to Paragraph 2 of this Section III, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph 3 of this Section III, but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

"5. 'Affiliate' or 'Associate' shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1986.

"6. 'Subsidiary' means any corporation of which a majority of any class of Equity Security (as hereinafter defined) is owned, directly or indirectly, by the Corporation, provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 2 of this Section III, the term 'Subsidiary' shall mean only a corporation of which a majority of each class of Equity Security is owned, directly or indirectly, by the Corporation.

"7. 'Disinterested Director' means any member of the Board of Directors who is unaffiliated with the interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any director who is thereafter appointed to fill any vacancy on the Board of Directors or who is elected and, in either event, who is unaffiliated with then Interested Stockholder and is in connection with his initial assumption of office recommended for election or appointment by a majority of Disinterested Directors then on the Board of Directors.

"8. 'Fair Market Value' means: (a) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange--Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith, and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

"9. In the event of any Business Combination in which the Corporation survives, the phrase 'consideration other than cash to be received' as used in Paragraphs 2(a) of Section II of this Article Ninth shall include the shares of Common Stock retained by the holders of such shares.

"10. 'Equity Security' shall have the meaning ascribed to such term in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on January 1, 1986.

"Section IV. A majority of the Directors shall have the power and duty to determine for the purposes of this Article Ninth, on the basis of information known to them after. reasonable inquiry, (a) whether a person is an Interested Stockholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate fair market value of $100 or more. A majority of the Directors shall have the further power to interpret all of the terms and provisions of this Article Ninth.

"Section V. Nothing contained in this Article Ninth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

"Section VI. Notwithstanding any other provisions of this Restated Certificate of Incorporation or the By-Laws (and notwithstanding the fact that a lesser percentage may be specified by law, this Restated Certificate of Incorporation or the By-Laws), the affirmative vote of the holders of 80% or more of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Ninth or any provision hereof."

4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the said HERCULES INCORPORATED has caused this certificate to be signed by its President and Chief Operating Officer, and its corporate seal to be hereunto affixed and attested by its Secretary, this 30th day of June, 1988.

  HERCULES INCORPORATED

  BY /s/ Fred L. Buckner           
Fred L. Buckner
President and Chief Operating Officer

 

CERTIFICATE OF AMENDMENT
TO
THE RESTATED CERTIFICATE OF INCORPORATION
OF
HERCULES INCORPORATED

Under Section 242 of the
Delaware General Corporation Law

HERCULES INCORPORATED, a corporation organized and existing under and by virtue of the General Corporation Law of the Sate of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Hercules Incorporated held on December 8, 1994, resolutions were duly adopted setting forth the proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that consideration thereof be made at the Annual Meeting of Stockholders of said corporation to be held on the 27th day of April, 1995. Resolutions setting forth the proposed amendment are as follows:

"RESOLVED, that upon the recommendation of the Finance Committee, the Board of Directors approves of the said 300 million of authorized common stock and submission of the same to Hercules shareholders for approval at the 1995 Annual Meeting.

"RESOLVED, that the Board of Directors hereby adopts an amendment to Hercules’ Certificate of Incorporation pursuant to which (1) the authorized shares of the Corporation’s Common Stock, without par value, (the "Common Stock") shall be increased from 150,000,000 shares to 300,000,000 shares, and (ii) each issued and outstanding share of common Stock shall be split on a three-for-one basis as of the effective date of the amendment; and, in connection with such amendment, the Board of Directors hereby amends the first sentence of Article FOURTH of the Certificate of Incorporation to read as follows:

"FOURTH: The total number of shares of capital stock which the Corporation shall have the authority to issue is three hundred two million (302,000,000) shares, of which three hundred million (300,000,000) shares shall be Common Stock without par value (hereinafter "Common Stock") and two million (2,000,000) shares shall be series Preferred Stock without par value (hereinafter called "Series Preferred Stock"); and

"RESOLVED FURTHER, that upon approval by the stockholders at the Annual Meeting being held on April 27, 1995, the Board of Directors hereby authorizes and directs the Corporation’s officers to file the aforesaid amendment to the Certificate of Incorporation with the Secretary of State of Delaware, and to execute and to take all such other action as may be necessary or required to make the said Certificate of Incorporation effective; and

"FURTHER RESOLVED, that the items, individually and collectively, mentioned in the above Resolutions are deemed "Approved Items", each and all of Hercules’ officers, jointly and severally, is and are hereby designated an "Empowered Person" and authorized and directed to effectuate such Approved Items, all subject to and in accordance with the Standing Resolution For Empowered Persons."

SECOND: At the Annual Meeting of Stockholders of said corporation, duly called and held on the 27th day of April, 1995, a necessary number of shares as required by statute were voted in favor of the amendment to replace the first sentence of Article FOURTH of the Certificate of Incorporation to read as follows:

"FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is three hundred two million (302,000,000) shares, of which three hundred million (300,000,000) shares shall be Common Stock without par value (hereinafter "Common Stock") and two million (2,000,000) shares shall be series Preferred Stock without par value (hereinafter called "Series Preferred Stock")."

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of The General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the said HERCULES INCORPORATED has caused this Certificate to be signed by its President and its corporate seal to be hereunto affixed and attested by its Secretary this 14th day of October, 1995.

HERCULES INCORPORATED

 

By:          /s/ Thomas L. Gossage           
Thomas L. Gossage
Chairman of the Board and
Chief Executive Officer

 

 

CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

(Filed on 6/25/2007)

 

 

Pursuant to Section 242 of the

General Corporation Law of

the State of Delaware

 

 

HERCULES INCORPORATED (the "Corporation"), a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

 

1.  

The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Paragraph 1 of Section I of Article Sixth thereof and inserting the following in lieu thereof:

 

 

“1. Except as otherwise fixed by or pursuant to the provisions of Article Fourth of the Restated Certificate of Incorporation relating to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the Board of Directors of the Corporation shall consist of not less than seven (7) nor more than eighteen (18) 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. At the 2008 Annual Meeting of Stockholders, the successors of the directors whose terms expire at the meeting shall be elected for a term expiring at the 2009 Annual Meeting of Stockholders and each shall hold office until the next succeeding annual meeting and until his or her successor shall be elected and shall qualify, but subject to prior death, resignation, disqualification, removal or departure from the Board for other cause; at the 2009 Annual Meeting of Stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2010 Annual Meeting of Stockholders and each shall hold office until the next succeeding annual meeting and until his or her successor shall be elected and shall qualify, but subject to prior death, resignation, disqualification, removal or departure from the Board for other cause; and at each annual meeting of stockholders thereafter, the directors shall be elected for terms expiring at the next annual meeting of stockholders and each shall hold office until the next succeeding annual meeting and until his or her successor shall be elected and shall qualify, but subject to prior death, resignation, disqualification, removal or departure from the Board for other cause.”

 

 

2.  

The foregoing amendment was duly adopted by the Board of Directors of the Corporation and its stockholders in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware and Paragraph 6 of Section I of Article Sixth of the Restated Certificate of Incorporation.

 

 

IN WITNESS WHEREOF, HERCULES INCORPORATED has caused this Certificate to be executed by Israel J. Floyd, its Corporate Secretary and General Counsel, on this 22nd day of June, 2007.

 

 

                                    HERCULES INCORPORATED

 

 

 

 

                                    By:            /s/ Israel J. Floyd               

                                    Israel J. Floyd

                                    Corporate Secretary and

                                    General Counsel

[As Filed: 02/28/2008]