SPW


RESTATED CERTIFICATE OF INCORPORATION
OF
SEALED POWER CORPORATION

* * * * * * *

Sealed Power Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies that: (1) the name of the
corporation is Sealed Power Corporation and the name under which the corporation
was originally incorporated is 2001 Sanford Street Corporation; (2) the date of
filing its original Certificate of Incorporation with the Secretary of State was
February 9, 1968; (3) this Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation; (4) this Certificate of Incorporation was
duly adopted by the board of directors of the corporation in accordance with
Section 245 of the General Corporation Law of the State of Delaware: and (5) the
text of the Certificate of Incorporation as heretofore amended or supplemented
is restated as follows:

FIRST. The name of the corporation is SEALED POWER CORPORATION.

SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business, or objects or purposes to be
conducted or promoted by the Corporation are:

(a) To manufacture, purchase or otherwise acquire invest in, or mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
with goods, wares and merchandise and property of every class and description,
including but not limited to the manufacture and sale of automotive engine parts
and related products.

(b) To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,
real and personal property of every class and descriptor in any of the states,
districts, territories or possessions of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
possession or country.

(c) To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and

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provided further that shares of its own capital stock belonging to it shall not
be voted upon directly or indirectly.

(d) To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

FOURTH. 1. Authorized Shares. The total number of shares of stock of
all classes which the Corporation shall have authority to issue is fifty-three
million (53,000,000), of which three million (3,000,000) shall be shares of
Preferred Stock without par value and fifty million (50,000,000) shall be shares
of Common Stock of the par value of $10 per share.

2. Preferred Stock. (a) The Preferred Stock shall be issuable in series,
and in connection with the issuance of any series of Preferred Stock and to the
extent now or hereafter permitted by the laws of the State of Delaware, the
Board of Directors is authorized to fix by resolution the designation of each
series, the stated value of the shares of each series, the dividend rate of each
series and the date or dates and other provisions respecting the payment of
dividends, the provisions, if any, for a sinking fund for the shares of each
series, the preferences of the shares of each series in the event of the
liquidation or dissolution of the Corporation, the provisions, if any,
respecting the redemption of the shares of each series and, subject to
requirements of the laws of the State of Delaware, the voting rights (except
that such shared shall not have more than one vote per share), the terms, if
any, upon which the shares of each series shall be convertible into or
exchangeable for any other shares of stock of the Corporation and any other
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of the shares of each series.

(b) Preferred Stock of any series redeemed, converted, exchanged,
purchased, or otherwise acquired by the Corporation shall constitute authorized
but unissued Preferred Stock.

(c) All shares of any series of Preferred Stock, as between themselves,
shall rank equally and be identical; and all series of Preferred Stock, as
between themselves, shall rank equally and be identical except as set forth in
resolutions of the Board of Directors authorizing the issuance of such series.

3. Common Stock. (a) After dividends to which the holders of Preferred
Stock may then be entitled under the resolutions creating any series thereof
have been declared and after the Corporation shall have set apart the amounts
required pursuant to such resolutions for the purchase or redemption of any
series of Preferred Stock, the holders of Common Stock shall be entitled to have
dividends declared in cash, property, or other securities of the Corporation out
of any net profits or net assets of the Corporation legally available therefor.

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(b) In the event of the liquidation or dissolution of the Corporation's
business and after the holders of Preferred Stock shall have received amounts to
which they are entitled under the resolutions creating such series, the holders
of Common Stock shall be entitled to receive ratably the balance of the
Corporation's net assets available for distribution.

(c) Each share of Common Stock shall be entitled to one vote, but shall
not be entitled to vote for the vote for the election of any directors who may
be elected by vote of the Preferred Stock voting as a class.

4. Preemptive Rights. No holder of any shares of the Corporation shall
have any preemptive right to subscribe for or to acquire any additional shares
of the Corporation of the same or of any other class, whether now or hereafter
authorized or any options or warrants giving the right to purchase any such
shares, or any bonds, notes, debentures or other obligations convertible into
any such shares.

FIFTH. The name and mailing address of each incorporator is as follows:

NAME MAILING ADDRESS
---- ---------------

B. J. Consono 100 West Tenth Street
Wilmington, Delaware

F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware

A. D. Grier 100 West Tenth Street
Wilmington, Delaware

SIXTH. The Corporation is to have perpetual existence.

SEVENTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

EIGHTH. Except as otherwise fixed by resolution of the Board of
Directors pursuant to the provisions of Article FOURTH hereof relating to the
rights of the holders of Preferred Stock to elect directors as a class, the
number of the directors of the Corporation shall be fixed from time to time by
or pursuant to the By-Laws of the Corporation. The directors, other than those
who may be elected by the holders of Preferred Stock, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible. The first class shall be initially elected
for a term expiring at the next ensuing annual meeting, the second class shall
be initially elected for a term expiring one year thereafter, and the third
class shall be elected for a term expiring two years thereafter, with each class
to hold office until its successor is elected and qualified. At each annual
meeting of the stockholders of the Corporation held after the

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initial classification and election of directors, the successors of the class of
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.

Advance notice of stockholder nominations for the election of directors
shall be given in the manner provided in the By-Laws of the Corporation.

Except as otherwise fixed by resolution of the Board of Directors pursuant
to the provisions of Article FOURTH hereof relating to the rights of the holders
of Preferred Stock to elect directors as a class, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled 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 (subject to the requirements of this
Article EIGHTH that all classes be as nearly equal in number as possible) or in
which the vacancy occurred and until such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of an incumbent director.

Subject to the rights of the holders of Preferred Stock to elect directors
as a class, a director may be removed only for cause and only by the affirmative
vote of the holders of 80% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class.

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

1. To adopt, amend and repeal the By-Laws of the Corporation. Any by-laws
adopted by the directors under the powers conferred hereby may be amended or
repealed by the directors or by the stockholders. Notwithstanding the foregoing
or any other provision in this Certificate of Incorporation or the By-Laws of
the Corporation to the contrary. Article II, Sections 3 and 7 and Article III,
Sections 1, 2 and 3 of the By-Laws shall not be 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.

2. To fix and determine, and to vary the amount of, the working capital
of the Corporation, and to determine the use or investment of any assets of the
Corporation, to set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve or reserves.

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3. To authorize the purchase or other acquisition of shares of stock of
the Corporation or any of its bonds, debentures, notes, scrip, warrants or other
securities or evidences of indebtedness.

4. Except as otherwise provided by law, to determine the places within or
without the State of Delaware, where any or all of the books of the Corporation
shall be kept.

5. To authorize the sale, lease or other disposition of any part or parts
of the properties of the Corporation and to cease to conduct the business
connected therewith or again to resume the same, as it may deem best.

6. To authorize the borrowing of money, the issuance of bonds, debentures
and other obligations or evidences of indebtedness of the Corporation, secured
or unsecured, and the inclusion of provisions as to redeemability and
convertibility into shares of stock of the Corporation or otherwise; and the
mortgaging or pledging, as security for money borrowed or bonds, notes,
debentures or other obligations issued by the Corporation, of any property of
the Corporation, real or personal, then owned or thereafter acquired by the
Corporation.

In addition to the powers and authorities herein or by statute expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware,
of this Certificate of Incorporation and of the By-Laws of the Corporation.

Subject to any limitation in the By-Laws, the members of the Board of
Directors shall be entitled to reasonable fees, salaries or other compensation
for their services, as determined from time to time by the Board of Directors,
and to reimbursement for their expenses as such members. Nothing herein
contained shall preclude any director from serving the Corporation or its
subsidiaries or affiliates in any other capacity and receiving compensation
therefor.

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

NINTH. Both stockholders and directors shall have power, if the By-Laws so
provide, to hold their meetings and to have one or more offices within or
without the State of Delaware.

Except as otherwise fixed by resolution of the Board of Directors pursuant
to the provision of Article FOURTH hereof relating to the rights of the holders
of Preferred Stock, any action required or

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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. Except as otherwise required by law
and subject to the rights of the holders of Preferred Stock, special meetings of
stockholders may be called only by the Chairman on his own initiative, the
President on his own initiative 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 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal this Article
NINTH.

TENTH. 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 the 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 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.

ELEVENTH. Except as otherwise provided in this Certificate of
Incorporation, 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.

TWELFTH. No contract or other transaction between the Corporation and any
person, firm, association or Corporation and no other act of this Corporation
shall, in the absence of fraud, be invalidated or in any way affected by the
fact that any of the directors of the Corporation are, directly or indirectly,
pecuniarily or otherwise interested in such contract, transaction or other act
or related to or interested in such

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person, firm, association or corporation as director, stockholder, officer,
employee, member or otherwise. Any director of the Corporation individually, or
any firm or association of which any director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the Corporation, provided that the fact that he individually or
such firm or association is so interested shall be disclosed or known to the
Board of Directors or a majority of such members thereof as shall be present at
any meeting of the Board of Directors, or of any committee of directors having
the powers of the full Board, at which action upon any such contract,
transaction or other act is taken, and if such fact shall be so disclosed or
known any director of this Corporation so related or otherwise interested may be
counted in determining the presence of a quorum at any meeting of the Board of
Directors or of such committee at which action upon any such contract,
transaction or act shall be taken and may vote thereat with respect to such
action with like force and effect as if he were not so related or interested.
Any director of the Corporation may vote upon any contract or other transaction
between the Corporation and any subsidiary or affiliated corporation without
regard to the fact that he is also a director of such subsidiary or affiliated
corporation.

THIRTEENTH. (a) 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 (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 General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware, or any other applicable law, is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, or any other applicable law, as so amended. Any
repeal, or modification of this Section (a) by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

(b)(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 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 or employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a

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director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, or any other applicable 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 expenses, 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, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in paragraph (2) of the Section (b) with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section (b) shall be a contract right and
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 General Corporation Law of the State of Delaware, or any
other applicable 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 employee
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(b) or otherwise.

(2) If a claim under paragraph (1) of this Section (b) is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware, or any other applicable law, for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, stockholders or Independent legal
counsel) to have made a determination prior to the commencement of such action
that indemnification of claimant

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is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware, or any other applicable law, nor an actual determination by the
Corporation (including its Board of Directors, stockholders or independent legal
counsel) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

(3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section (b) 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-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

(4) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any 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 General Corporation Law of the State of Delaware, or any other
applicable law.

(5) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section (b) with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

(6) Any repeal or modification of this Section (b) by the stockholders of
the Corporation shall not adversely affect any right or protection of a
director, officer, employee or agent of the Corporation existing at the time of
such repeal or modification.

FOURTEENTH. In determining whether an "Acquisition Proposal" is in the
best interests of the Corporation and its stockholders, the Board of Directors
shall consider all factors it deems relevant including, without limitation, the
following:

(a) the consideration being offered in the Acquisition Proposal, not only
in relation to the then current market price, but also in relation to the then
current value of the Corporation in a freely negotiated transaction and in
relation to the Board of Directors' estimate of the future value of the
Corporation as an independent entity; and

(b) the social, legal and economic effects upon employees, suppliers,
customers and on the communities in which the Corporation is located, as well as
on the long term business prospects of the Corporation.

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"Acquisition Proposal" means any proposal of any person (i) for a tender
offer, exchange offer or any other method of acquiring any equity securities of
the Corporation with a view to acquiring control of the Corporation, (ii) to
merge or consolidate the Corporation with another corporation, or (iii) to
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation.

The Article shall not be interpreted to create any rights on behalf of
third persons, such as employees, suppliers, or customers.

FIFTEENTH. 1. Higher Vote for Certain Business Combinations. A higher
than majority stockholder vote to approve certain Business Combinations shall be
required as follows (all capitalized terms being used as subsequently defined in
this Article FIFTEENTH):

(a) Any merger or consolidation of the Corporation or any Subsidiary
with (i) any Substantial Stockholder or (ii) any other corporation (whether
or not itself a Substantial Stockholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of a Substantial
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
Substantial Stockholder or any Affiliate or Associate of any Substantial
Stockholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value of $10,000,000 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 Substantial Stockholder or any
Affiliate or Associate of any Substantial Stockholder in exchange for cash,
securities or other consideration (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 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 Substantial
Stockholder or any Affiliate or Associate of any Substantial 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 Subsidiary or any other
transaction (whether or not with or into or otherwise involving a
Substantial Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Substantial Stockholder or any
Affiliate or Associate of any Substantial Stockholder;

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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"),
voting together as a single class. 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.

2. Definition of "Business Combination." The term "Business Combination"
as used in this Article FIFTEENTH shall mean any transaction which is referred
to in any one or more of subparagraphs (a) through (e) of paragraph 1.

3. When Higher Vote Is Not Required. The provisions of paragraph 1 of
this Article FIFTEENTH shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote. If any, as is required by law, any other provision of this Certificate of
Incorporation or any agreement with any national securities exchange, if in the
case of a Business Combination that does not involve any cash or other
consideration being received by the stockholders of the Corporation, solely in
their capacities as stockholders, the condition specified in the following
subparagraph (a) is met, or if in the case of any other Business Combination,
the conditions specified in either of the following subparagraphs (a) or (b) are
met:

(a) The Business Combination shall have been approved by at least
two-thirds of the Continuing Directors.

(b) All of the following conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination (the
"Consummation Date") of the consideration other than cash to be received
per share by holders of Common Stock of the Corporation in such Business
Combination shall be an amount at least equal to the highest of the
following (it being intended that the requirements of this subparagraph (b)
(i) shall be required to be met with respect to all shares of Common Stock
outstanding, whether or not the Substantial Stockholder has previously
acquired any Common Stock):

(A) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in
order to acquire any shares of Common Stock beneficially owned by the
Substantial Stockholder which were acquired (1) within the two-year
period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date") or (2)
in the transaction in which it became a Substantial Stockholder,
whichever is higher, plus interest compounded annually from the date
on which the Substantial Stockholder became a Substantial Stockholder
through the Consummation Date at the prime rate of interest of Harris

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Trust and Savings Bank (or other major bank headquartered in Chicago,
Illinois, selected by a majority of the Continuing Directors) from
time to time in effect in Chicago, less the aggregate amount of any
cash dividends paid, and the Fair Market Value of any dividends paid
in other than cash, per share of Common Stock from the date on which
the Substantial Stockholder became a Substantial Stockholder through
the Consummation Date in an amount up to but not exceeding the amount
of such interest payable per share of Common Stock; or

(B) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Substantial Stockholder
become such Substantial Stockholder (the "Determination Date"),
whichever is higher; or

(C) the price per share equal to the Fair Market Value per share
of Common Stock determined pursuant to clause (B) immediately
preceding, multiplied by the ratio of (i) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid in order to acquire any shares of Common Stock
beneficially owned by the Substantial Stockholder which were acquired
within the two-year period immediately prior to the Announcement Date
to (ii) the Fair Market Value per share of Common Stock on the first
day in such two-year period on which the Substantial Stockholder
beneficially owned any shares of Common Stock.

(ii) The aggregate amount of the cash and the Fair Market Value as
of the Consummation Date of the consideration other than cash to be
received per share by holders of shares of any class of outstanding Voting
Stock, other than Common Stock, shall be the amount at least equal to the
highest of the following (it being intended that the requirements of this
subparagraph (b)(ii) shall be required to be met with respect to every such
class of outstanding Voting Stock, whether or not the Substantial
Stockholder beneficially owns any shares of a particular class of Voting
Stock):

(A) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in
order to acquire any shares of such class of Voting Stock beneficially
owned by the Substantial Stockholder which were acquired (1) within
the two-year period immediately prior to the Announcement Date or (2)
in the transaction in which it became a Substantial Stockholder,
whichever is higher, plus interest compounded annually from the date
on which the Substantial Stockholder became a Substantial Stockholder
through the Consummation Date at the prime rate of interest of Harris
Trust and Savings Bank (or other major bank headquartered in Chicago,
Illinois, selected by a majority of the Continuing Directors) from
time to time in effect in Chicago, less the aggregate amount of any
cash dividends paid, and the Fair Market Value of

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any dividends paid in other than cash, per share of such class of
Voting Stock from the date on which the Substantial Stockholder became
a Substantial Stockholder through the Consummation Date in an amount
up to but not exceeding the amount of such interest payable per share
of such class of Voting Stock; or

(B) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date, whichever
is higher; or

(C) the price per share equal to the Fair Market Value per share
of such class of Voting Stock determined pursuant to clause (B)
immediately preceding, multiplied by the ratio of (i) the highest per
share price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid in order to acquire any shares of such
class of Voting Stock beneficially owned by the Substantial
Stockholder which were acquired within the two-year period immediately
prior to the Announcement Date to (ii) the Fair Market Value per share
of such class of Voting Stock on the first day in such two-year period
on which the Substantial Stockholder beneficially owned any shares of
such class of Voting Stock; or

(D) the highest preferential amount per share to which
the holders of shares of such class of Voting Stock are entitled in
the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation.

(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in cash
or in the same form as was previously paid for shares of such class of
Voting Stock which are beneficially owned by the Substantial Stockholder.
If the Substantial Stockholder beneficially owns any shares of any class of
Voting Stock which were acquired with varying forms of consideration, the
form of consideration to be received by holders of such class of Voting
Stock shall be either cash or in the form used to acquire the largest
number of shares of such class of Voting Stock previously beneficially
owned by it.

(iv) After such Substantial Stockholder has become a Substantial
Stockholder and prior to the consummation of such Business Combination: (A)
except as approved by at least two-thirds of the Continuing 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 Preferred Stock of the Corporation; (B) 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 at least two-thirds of the Continuing Directors, and
(2) an increase in such annual rate of dividends as necessary to prevent
any

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such reduction in the event of 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 Common
Stock, unless the failure so to increase such annual rate is approved by at
least two-thirds of the Continuing Directors: and (C) such Substantial
Stockholder shall not have become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction which results in
such Substantial Stockholder becoming a Substantial Stockholder.

(v) After such Substantial Stockholder has become a Substantial
Stockholder, such Substantial 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.

(vi) 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 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).

(vii) All per share prices shall be adjusted to reflect any
intervening stock splits, stock dividends and reverse stock splits.

4. Certain Definitions, for the purposes of this Article FIFTEENTH:

(a) A "person" shall mean any individual, firm, corporation or other
entity.

(b) "Substantial Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, or more
than 10% of the voting power of the outstanding Voting Stock; or

(ii) 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 then outstanding Voting Stock; or

(iii) 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 any
Substantial Stockholder, if such assignment or succession

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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.

(c) A person shall be "beneficial owner" of any Voting Stock:

(i) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable immediately
or only after the passage or time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (B) the right to vote
pursuant to any agreement, arrangement or understanding; or

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

(d) For the purpose of determining whether a person is a Substantial
Stockholder pursuant to subparagraph (b) of this paragraph 4, the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed
owned by a Substantial Stockholder through application of subparagraph (c) of
this paragraph 4, 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.

(e) "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 March 1, 1985 (the term
"registrant" in said Rule 12b-2 meaning in this case the Corporation).

(f) "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of Substantial Stockholder set
forth in subparagraph (b) of this paragraph 4, 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.

(g) "Continuing Director" means any member of the Board of Directors of
the Corporation (the "Board") who is unaffiliated with and not a representative
of the Substantial Stockholder and was a member of the Board prior to the time
that the Substantial Stockholder became a Substantial Stockholder, and any
successor of a Continuing Director who is

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unaffiliated with and not representative of the Substantial Stockholder and is
recommended to succeed a Continuing Director by at least two-thirds of the
Continuing Directors then on the Board.

(h) "Fair Market Value" means: (i) 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 the 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 sale price, or if
none, 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 at least
a two-thirds of the Continuing Directors in good faith; and (ii) 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 at least two-thirds of the Continuing
Directors in good faith.

(i) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used in
subparagraphs (b)(i) and (ii) of paragraph 3 shall include the Common Shares or
the shares of any other class of outstanding Voting Stock retained by the
holders of such shares, or both.

5. Powers of Continuing Directors: At least two-thirds of the Continuing
Directors of the Corporation shall have the power and duty to determine, on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article FIFTEENTH, including without
limitation (i) whether a person is a Substantial Stockholder, (ii) the number of
shares of Voting Stock beneficially owned by any person, (iii) whether a person
is an Affiliate or Associate of another, (iv) whether the requirements of
subparagraph (b) of paragraph 3 have been met with respect to any Business
Combination, and (v) 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 $10,000,000 or more, and the
good faith determination of at least two-thirds of the Continuing Directors on
such matters shall be conclusive and binding for all the purposes of this
Article FIFTEENTH.

6. No Effect on Fiduciary Obligations of Interested Stockholders. Nothing
contained in this Article FIFTEENTH shall be construed to relieve the Board of
Directors or any Substantial Stockholder from any fiduciary obligation imposed
by law.

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7. Amendment, Repeal, etc. Notwithstanding any other provisions of this
Certificate or Incorporation of the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, the
other sections of this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the stockholders holding not less than 80%
of the outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or to adopt any provisions inconsistent with, this
Article FIFTEENTH of this Certificate of Incorporation; provided, however, that
the preceding provisions of this paragraph 7 shall not be applicable to any
amendment to this Article FIFTEENTH, and such amendment shall require only such
affirmative vote as is required by law and any other provisions of this
Certificate of Incorporation, if such amendment shall have been approved by at
least two-thirds of the Continuing Directors.

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IN WITNESS WHEREOF, Sealed Power Corporation has caused this certificate to
be signed by James M. Sheridan, its Vice President, and attested by Majorie M.
Stauffer, its Assistant Secretary, this 11 day of December, 1987.


SEALED POWER CORPORATION


By: /s/ James M. Sheridan
----------------------
Vice President