AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            SEALED AIR CORPORATION

 

 

         FIRST: The name of the corporation is Sealed Air Corporation (the

"Corporation").

 

         SECOND: The registered office of the Corporation in the State of

Delaware is located at Corporation Service Company, 2711 Centerville Road,

Suite 400, Wilmington, New Castle County, Delaware 19808. Its registered agent

at such address is Corporation Service Company.

 

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

or activity for which corporations may be organized under the General

Corporation Law of Delaware.

 

         FOURTH: The total number of shares of stock which the Corporation

shall have authority to issue is 450,000,000, consisting of 400,000,000 shares

of Common Stock, par value $0.10 per share (the "Common Stock"), and

50,000,000 shares of Preferred Stock, par value $0.10 per share (the

"Preferred Stock").

 

         The Preferred Stock may be issued from time to time in one or more

series. The powers, designations, preferences and other rights and

qualifications, limitations or restrictions of the Preferred Stock of each

series shall be such as are stated and expressed in this Article Fourth and,

to the extent not stated and expressed herein, shall be such as may be fixed

by the Board of Directors (authority so to do being hereby expressly granted)

and stated and expressed in a resolution or resolutions adopted by the Board

of Directors providing for the initial issue of Preferred Stock of such

series. Such resolution or resolutions shall (a) fix the dividend rights of

holders of shares of such series, (b) fix the terms on which stock of such

series may be redeemed if the shares of such series are to be redeemable, (c)

fix the rights of the holders of stock of such series upon dissolution or any

distribution of assets, (d) fix the terms or amount of the sinking fund, if

any, to be provided for the purchase or redemption of stock of such series,

(e) fix the terms upon which the stock of such series may be converted into or

exchanged for stock of any other class or classes or of any one or more series

of Preferred Stock if the shares of such series are to be convertible or

exchangeable, (f) fix the voting rights, if any, of the shares of such series

and (g) fix such other powers, designations, preferences and relative,

participating, optional or other special rights, and qualifications,

limitations or restrictions thereof desired to be so fixed.

 

         Except to the extent otherwise provided in the resolution or

resolutions of the Board of Directors providing for the initial issue of

shares of a particular series or expressly required by law, holders of shares

of Preferred Stock of any series shall be entitled to one vote for each share

thereof so held, shall vote share for share with the holders of the Common

Stock without distinction as to class and shall not be entitled to vote

separately as a class or series of a class. The number of shares of Preferred

Stock authorized to be issued may be increased or decreased from time to time

by the affirmative vote of the holders of a majority of the voting power of

the then outstanding Voting Stock, and the holders of the Preferred Stock

shall not be entitled to vote separately as a class or series of a class on

any such increase or decrease. For the purposes of this Amended and Restated

Certificate of Incorporation, "Voting Stock" shall mean the outstanding shares

of capital stock of the Corporation entitled to vote generally in the election

of directors.

 

         All shares of any one series of 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 thereon shall

accumulate, and all series of Preferred Stock shall rank equally and be

identical in all respects except as specified in the respective resolutions of

the Board of Directors providing for the initial issue thereof.

 

         Subject to the prior and superior rights of the Preferred Stock as

set forth in any resolution or resolutions of the Board of Directors providing

for the initial issuance of any particular series of Preferred Stock, such

dividends (payable in cash, stock or otherwise) as may be determined by the

Board of Directors may be declared and paid on the Common Stock from time to

time out of any funds legally available therefor and the Preferred Stock shall

not be entitled to participate in any such dividend.

 

         FIFTH: The Corporation is to have perpetual existence.

 

         SIXTH: The private property of the stockholders shall not be subject

to the payment of the corporate debts to any extent whatever except as

otherwise provided by law.

 

         SEVENTH: In furtherance, and not in limitation of the powers

conferred by statute, the Board of Directors is expressly authorized:

 

                  A. To adopt, amend or repeal the by-laws of the Corporation;

 

                  B. To authorize and cause to be executed mortgages and

     liens, with or without limit as to amount, upon the real and personal

     property of the Corporation;

 

                  C. To authorize the guaranty by the Corporation of

     securities, evidences of indebtedness and obligations of other persons,

     corporations and business entities; and

 

                  D. By resolution adopted by a majority of the whole board,

     to designate one or more committees, each committee to consist of two or

     more of the directors of the Corporation, which, to the extent provided

     in the resolution, shall have and may exercise 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 determined from time to time by

     resolution adopted by the Board of Directors. The Board of Directors may

     designate one or more directors as alternate members of any committee,

     who may replace any absent or disqualified member at any meeting of the

     committee. The members of any such committee present at any meeting and

     not disqualified from voting may, whether or not they constitute a

     quorum, unanimously appoint another member of the Board of Directors to

     act at the meeting in the place of any absent or disqualified member.

 

All corporate powers of the Corporation shall be exercised by the Board of

Directors except as otherwise provided herein or by law.

 

         EIGHTH: Any property of the Corporation constituting less than all of

its assets including goodwill and its corporate franchise, deemed by the Board

of Directors to be not essential to the conduct of the business of the

Corporation, may be sold, leased, exchanged or otherwise disposed of by

authority of the Board of Directors. All of the property and assets of the

Corporation including its goodwill and its corporate franchises, may be sold,

leased or exchanged upon such terms and conditions and for such consideration

(which may be in whole or in part shares of stock and/or other securities of

any other corporation or corporations) as the Board of Directors shall deem

expedient and for the best interests of the Corporation, when and as

authorized by the affirmative vote of the holders of a majority of the voting

power of the then outstanding Voting Stock given at a stockholders' meeting

duly called for that purpose upon at least 20 days notice containing notice of

the proposed sale, lease or exchange.

 

         NINTH: A director or officer of the Corporation shall not be

disqualified by his office from dealing or contracting with the Corporation

either as a vendor, purchaser or otherwise, nor shall any transaction or

contract of the Corporation be void or voidable by reason of the fact that any

director or officer or any firm of which any director or officer is a member

or any corporation of which any director or officer is a stockholder, officer

or director, is in any way interested in such transaction or contract,

provided that such transaction or contract is or shall be authorized, ratified

or approved either (1) by a vote of a majority of a quorum of the Board of

Directors or of a committee thereof, without counting in such majority any

director so interested (although any director so interested may be included in

such quorum), or (2) by a majority of a quorum of the stockholders entitled to

vote at any meeting. No director or officer shall be liable to account to the

Corporation for any profits realized from any such transaction or contract

authorized, ratified or approved as aforesaid by reason of the fact that he,

or any firm of which he is a member or any corporation of which he is a

stockholder, officer or director, was interested in such transaction or

contract. Nothing herein contained shall create liability in the events above

described or prevent the authorization, ratification or approval of such

contracts in any other manner permitted by law.

 

         TENTH: Any contract, transaction or act of the Corporation or of the

Board of Directors which shall be approved or ratified by a majority of a

quorum of the stockholders entitled to vote at any meeting shall be as valid

and binding as though approved or ratified by every stockholder of the

Corporation; but any failure of the stockholders to approve or ratify such

contract, transaction or act, when and if submitted, shall not be deemed in

any way to invalidate the same or to deprive the Corporation, its directors or

officers of their right to proceed with such contract, transaction or act.

 

         ELEVENTH: Each person who is or was or has agreed to become a

director or officer of the Corporation, and each such person who is or was

serving or who has agreed to serve at the request of the Board of Directors or

an officer of the Corporation as an employee or agent of the Corporation or as

a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, including service with respect to

employee benefit plans (including the heirs, executors, administrators or

estate of such person), shall be indemnified by the Corporation, in accordance

with the by-laws of the Corporation, to the fullest extent permitted from time

to time by the General Corporation Law of the State of Delaware 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 prior to such

amendment) or any other applicable laws as presently or hereafter in effect.

Without limiting the generality or the effect of the foregoing, the

Corporation may enter into one or more agreements with any person which

provide for indemnification greater than or different from that provided in

this ARTICLE ELEVENTH. Any amendment or repeal of this ARTICLE ELEVENTH shall

not adversely affect any right or protection existing hereunder in respect of

any act or omission occurring prior to such amendment or repeal.

 

         TWELFTH: A director of the Corporation shall not be personally liable

to the Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, except for liability (1) for any breach of the

director's duty of loyalty to the Corporation or its stockholders, (2) for

acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of law, (3) under Section 174 of the General Corporation

Law of the State of Delaware, or (4) for any transaction from which the

director derived an improper personal benefit. Any amendment or repeal of this

ARTICLE TWELFTH shall not adversely affect any right or protection of a

director of the Corporation existing hereunder in respect of any act or

omission occurring prior to such amendment or repeal.

 

         THIRTEENTH: 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

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 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

manner as the said court directs. If a majority in number representing

three-fourths in value of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of this corporation, as the case may be,

agree to any compromise or arrangement and to any reorganization of this

corporation as 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 on all the

creditors or class of creditors, and/or on all the stockholders or class of

stockholders, of this corporation, as the case may be, and also on this

corporation.

 

         FOURTEENTH: Meetings of stockholders and directors may be held within

or without the State of Delaware, as the by-laws may provide. The books of

account of the Corporation may be kept (subject to any provision contained in

the statutes) 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. Elections of directors need not be by written ballot unless

the by-laws of the Corporation shall so provide.

 

         FIFTEENTH: Subject to the rights of the holders of any series of

Preferred Stock or any other series or class of stock as set forth in this

Amended and Restated Certificate of Incorporation to elect additional

directors under specific circumstances, whenever the vote of stockholders at a

meeting thereof is required or permitted to be taken for or in connection with

any corporate action, the meeting and vote of stockholders may be dispensed

with if a written consent to such corporate action is 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 voted; provided that prompt notice

must be given to all stockholders of the taking of corporate action without a

meeting and by less than unanimous written consent.

 

         SIXTEENTH: Each director, other than those who may be elected by the

holders of any series of Preferred Stock or any other series or class of stock

as set forth in this Amended and Restated Certificate of Incorporation, shall

hold office until a successor is elected at the next succeeding annual meeting

of stockholders and qualified or until such director's earlier resignation or

removal.

 

         SEVENTEENTH: The Corporation reserves the right to amend, alter,

change or repeal any provision contained in this certificate of incorporation,

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

upon stockholders herein are granted subject to this reservation.

 

[As Filed: 09-05-2003]