Cooper-Standard Automotive Fluid Systems Mexico Holding S-4 Registration of securities issued in business combination transactions

                                                                     EXHIBIT 3.3

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       of

                              CSA ACQUISITION CORP.

          CSA Acquisition Corp. (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

          A. The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on September 10, 2004.

          B. This Amended and Restated Certificate of Incorporation, which
amends and restates the Certificate of Incorporation in its entirety, was duly
adopted in accordance with Sections 242 and 245 of the Delaware General
Corporation Law (the "DGCL") and has been, in lieu of a meeting of stockholders,
consented to in writing by the stockholders in accordance with Section 228 of
the DGCL.

          C. The Amended and Restated Certificate of Incorporation of the
Corporation shall read in its entirety as follows:

          1. The name of the corporation is Cooper-Standard Holdings Inc. (the
"Corporation").

          2. The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law or any successor statute.

          4. The total number of shares of stock which the Corporation shall
have authority to issue is 3,500,000 shares of common stock, par value $0.01 per
share.

          5. The board of directors of the Corporation, acting by majority vote,
is expressly authorized to adopt, alter, amend or repeal the bylaws of the
Corporation.

          6. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute and all rights conferred upon
stockholders herein are granted subject to this reservation.

          7. (a) To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, its directors and officers
and any person who is or was serving at the



                                                                     EXHIBIT 3.3

request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
Corporation, by action of its board of directors, may provide indemnification or
advance expenses to employees and agents of the Corporation or other persons
only on such terms and conditions and to the extent determined by the board of
directors in its sole and absolute discretion.

               (b) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article 7 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

               (c) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under this Article 7.

               (d) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article 7 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such officer or director. The indemnification and advancement
of expenses that may have been provided to an employee or agent of the
Corporation by action of the board of directors, pursuant to the last sentence
of Paragraph (a) of this Article 7, shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be an employee
or agent of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such person, after the time such person has
ceased to be an employee or agent of the Corporation, only on such terms and
conditions and to the extent determined by the board of directors in its sole
discretion.

          8. To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholder for
monetary damages for breach of fiduciary duties as a director. Any repeal or
modification of this Article 8 shall not adversely affect any right or
protection of a director existing at the time of such repeal or modification.