Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
E. I. DU PONT DE NEMOURS AND COMPANY
E. I. du Pont de Nemours and Company, a corporation organized and
existing under the Laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is E. I. du Pont de Nemours and Company.
The date of filing its original Certificate of Incorporation with the Secretary
of State was September 4, 1915.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Restated 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.
3. The text of the Restated Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full.
First: -- The name of the corporation is
E. I. DU PONT DE NEMOURS AND COMPANY
Second: -- The principal office of the corporation is to be located at
No. 1007 Market Street, in the City of Wilmington, in the County of New Castle,
in the State of Delaware. The name of its resident agent is E. I. du Pont de
Nemours and Company, whose address is Room 8042, Du Pont Building, No. 1007
Market Street, in the City of Wilmington, County of New Castle, State of
Delaware 19898.
Third: -- The nature of the business of the corporation and the objects
and purposes proposed to be transacted, promoted or carried on by it, are as
follows:
(a) To manufacture, produce, prepare, experiment with, purchase, and
otherwise acquire, import, export, sell, distribute, and otherwise dispose of,
and generally to trade and deal in, in any manner whatsoever, (1) chemicals of
every description, organic or inorganic, natural or
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Exhibit 3.1
synthetic, in the form of raw materials, intermediates, or finished products,
and chemicals which may be used in the manufacture of any and all products of
every kind whatsoever; and (2) chemical products of every kind and description.
(b) To engage in research, exploration, laboratory and development work
relating to any substance, compound or mixture, now known or which may hereafter
be known, discovered or developed, and to perfect, develop, manufacture, use,
apply and generally deal in any such substance, compound or mixture.
(c) To purchase or otherwise acquire, hold, own, occupy, develop,
improve, sell, dispose of and convey real property and any and every interest
therein either within or without the State of Delaware and anywhere in the
world; to extract, remove, produce or prepare from any such property any animal,
vegetable, mineral or other product or material therein or thereon, either by
agricultural pursuits, mining, quarrying, or by any other method or means now
know or that may hereafter be discovered or invented, and to avail itself in
every manner of each and every resource of such property by reducing it to
proper form and by use, sale or other disposition thereof.
(d) To erect, purchase, sell, lease, manage, occupy and improve
buildings and to do and perform all things needful and lawful for the holding,
development and improvement of the same for residence, trade and business
purposes; to buy, own, operate, improve, lease and occupy, lands and buildings
for hotels, apartment houses, dwelling houses, and business structures of all
kinds, for the accommodation of the public and of individuals; to manage,
operate, conduct, and carry on, hotels, apartment houses, dwelling houses,
office buildings, restaurants, cafes, pharmacies, drug stores, theaters, and
other places for the accommodation of the public and of individuals.
(e) To manufacture, acquire, own, sell or otherwise dispose of all kinds
of goods, merchandise and personal property of every nature whatsoever either
within or without the State of Delaware and anywhere in the world.
(f) To engage in all kinds of business, including the following but
without excluding others: All manufacturing, milling, mining, quarrying,
building, construction and industrial works and operations; development and
utilization of every kind of power; the acquirement, construction, use,
operation, sale and other disposition of all kinds of machinery, plants,
factories, warehouses, elevators, buildings and other structures, bridges,
wharves, docks, slips, dams, power works, water works, boats, ships,
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Exhibit 3.1
engines, cars, equipment and appliances, whether in connection with said
business or otherwise, and generally the utilization of all instrumentalities,
methods, processes and appliances, in all ways and by all means now known or
which may hereafter be discovered or invented.
(g) To apply for, obtain, register, purchase, lease or otherwise to
acquire, and to hold, use, own, operate and introduce, and to sell, assign or
otherwise to dispose of any trademarks, trade-names, brands, copyrights,
concessions, patents, inventions, formulae, improvements and processes used in
connection with or secured under letters patent of the United States, or any
other country, or otherwise, and to use, exercise, develop, grant licenses in
respect of, or otherwise to turn to account any such trademarks, copyrights,
concessions, patents, licenses, processes and the like, or any such property or
rights.
(h) To subscribe or cause to be subscribed for, and to purchase or
otherwise acquire, hold for investment, or otherwise, sell, assign, transfer,
mortgage, pledge, exchange, distribute or otherwise dispose of the whole or any
part of the shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of indebtedness, notes,
goodwill, rights, assets and property of any and every kind whatsoever, or any
part thereof of itself or any other corporation or corporations, stock
companies, association or associations, now or hereafter existing, and whether
created by or under the laws of the State of Delaware, or of any other state,
district, territory or colony of the United States, or any other country or
otherwise, and to use, operate, manage and control such properties or any of
them, either in the name of such other corporation or corporations, stock
company or association, or in the name of this corporation, and while owners of
any of said shares of capital stock or bonds or other property to exercise all
the rights, powers and privileges of ownership of every kind and description,
including the right to vote thereon, with power to designate some person for
that purpose from time to time to the same extent as natural persons might or
could do.
(i) To endorse, guarantee and secure the payment and satisfaction of the
bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations,
evidences of indebtedness, and shares of the capital stock of other
corporations, and also to guarantee and secure the payment or satisfaction of
dividends on shares of the capital stock of other corporations; also to
undertake the whole or any part of the assets and liabilities, existing or
prospective, of any person, firm or association, also to procure any other
person or corporation to assume any such obligation or obligations.
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Exhibit 3.1
(j) Without in any particular limiting any of the objects and powers of
the corporation, it is hereby expressly declared and provided that the
corporation shall have power to do all the things hereinbefore enumerated, and
also to issue or exchange stock, bonds and other obligations in payment for
property purchased or acquired by it, or for any other object in or about its
business; to borrow money without limit; to mortgage or pledge its franchises,
real or personal property, income and profits accruing to it, any stocks, bonds
or other obligations, or any property which may be acquired by it; to secure any
bonds or other obligations by it issued or incurred; to guarantee any dividends,
or bonds, or contracts, or other obligations; to make and perform contracts of
any kind and description, and in carrying on its business, or for the purpose of
attaining or furthering any of its objects, to do any and all other acts and
things, and to exercise any and all other powers which a co-partnership or
natural person could do and exercise, and which now or hereafter may be
authorized by law in any part of the world.
(k) To carry on any business whatsoever which the corporation may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or which may be calculated directly or indirectly to promote the
interests of the corporation or to enhance the value of its property; and it is
the purpose of the corporation from time to time to do any one or more of the
acts and things herein set forth; and it may conduct its business in other
states, in the territories, the District of Columbia, the colonies and
dependencies and in foreign countries and places; it may have one office or more
than one office and keep the books of the company outside the State of Delaware,
except as otherwise provided by law.
Fourth: -- The total authorized stock of the corporation is as follows:
The total number of shares of all classes of stock which the corporation
shall have authority to issue shall be One Billion Eight Hundred Twenty-Three
Million (1,823,000,000), of which Twenty-Three Million (23,000,000) shares shall
be Preferred Stock without par value and One Billion Eight Hundred Million
(1,800,000,000) shares shall be Common Stock having a par value of Thirty Cents
($0.30) each.
I. The Preferred Stock may be issued from time to time in one or more
series, each of such series to have such designation, preferences and relative,
optional or other rights, and qualifications, limitations or restrictions
thereof, as are stated and expressed herein, or in a resolution or resolutions
providing for the issue of such series adopted by the Board of Directors as
hereinafter provided.
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Exhibit 3.1
II. (a) The 1,688,850 shares of the corporation's Preferred Stock
issued and outstanding on April 25, 1947, shall constitute a series
of Preferred Stock, designated as "Preferred Stock - $4.50 Series"
(hereinafter sometimes called the "$4.50 Series Stock"). The Board
of Directors may from time to time authorize the issuance of
additional shares of Preferred Stock as $4.50 Series Stock.
(b) The shares of $4.50 Series Stock shall bear dividends at the rate
of Four Dollars and Fifty Cents ($4.50) per annum from and after
April 25, 1947, provided, however, that any shares of said Series
issued after April 25, 1947 shall bear dividends from and after
such date or dates as the Board of Directors from time to time may
determine.
(c) In the event of any liquidation or dissolution or winding-up of the
corporation, whether voluntary or involuntary, the Preferred Stock
- $4.50 Series shall entitle the holders thereof to be paid, in the
event of any involuntary liquidation or dissolution or winding-up
of the corporation, One Hundred Dollars ($100.00) per share with
all unpaid accumulated dividends thereon to the date of such
payment or, in the event of any voluntary liquidation or
dissolution or winding-up of the corporation, One Hundred Fifteen
Dollars ($115.00) per share with all unpaid accumulated dividends
thereon to the date of such payment.
(d) The Preferred Stock - $4.50 Series shall be subject to redemption
on or before April 25, 1952 at One Hundred Twenty-Five Dollars
($125.00) per share and accumulated dividends thereon to the date
of redemption, and thereafter at One Hundred Twenty Dollars
($120.00) per share and accumulated dividends thereon to the date
of redemption, upon the terms and in the manner as hereinafter
provided.
III. Authority is hereby expressly granted to the Board of Directors of the
corporation, subject to the provisions of this Article FOURTH, to authorize the
issue of one or more series of Preferred Stock in addition to the $4.50 Series
and with respect to each such series to fix by resolution or resolutions
providing for the issue of such series:
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Exhibit 3.1
(a) The number of shares to constitute such series and the distinctive
designation thereof;
(b) The dividend rate on the shares of such series and the date or
dates from which dividends shall accumulate;
(c) The amount per share over and above any accumulated dividends
thereon which the shares of such series shall be entitled to
receive upon redemption;
(d) The amount per share over and above accumulated dividends which
such series shall be entitled to receive (1) upon involuntary
liquidation or dissolution or winding-up of the corporation, which
amount shall not exceed $100.00 a share, and (2) upon voluntary
liquidation or dissolution or winding-up of the corporation; and
(e) The rights, if any, which the shares of such series may have for
conversion into shares of any other class or classes or any other
series of the same or any other class or classes of stock of the
corporation.
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 the initial dividends
thereon shall accumulate; and all series shall rank equally and be identical in
all respects, except as permitted in the foregoing provisions of this Section
III.
IIIA. A new series of Preferred Stock without par value of the corporation
shall have the designation, the number of shares to be issued, the dividend
rate, the redemption price and the amount payable upon liquidation or
dissolution or winding up of the corporation with respect to such new series of
Preferred Stock without par value as follows, such attributes to be in addition
to the other provisions set forth in this Article Fourth, which are applicable
to all shares of Preferred Stock without par value irrespective of any
variations between the shares of Preferred Stock without par value of the
different series.
(a) The new series of Preferred Stock without par value of the
corporation is designated Preferred Stock - $3.50 Series;
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Exhibit 3.1
(b) Preferred Stock - $3.50 Series is authorized to be issued in the
amount of 700,000 shares;
(c) The dividend rate on the Preferred Stock - $3.50 Series shall be
$3.50 per share per annum and no more, and dividends on the 700,000
shares of Preferred Stock - $3.50 Series shall accumulate from and
after April 25, 1947;
(d) The amount per share over and above any accumulated dividends
thereon which the shares of Preferred Stock - $3.50 Series shall be
entitled to receive upon redemption is as follows: if redeemed on
or before April 25, 1952, $107.00 a share; thereafter on or before
April 25, 1955, $106.00 a share; thereafter on or before April 25,
1958, $105.00 a share; thereafter on or before April 25, 1961,
$104.00 a share; thereafter on or before April 25, 1964, $103.00 a
share, and thereafter, $102.00 a share; and
(e) The amount per share over and above accumulated dividends which the
shares of Preferred Stock - $3.50 Series shall be entitled to
receive upon involuntary liquidation or dissolution or winding-up
of the corporation is $100.00 a share, and upon voluntary
liquidation or dissolution or winding-up of the corporation is
$107.00 a share.
IV. The Preferred Stock shall entitle the holders thereof to receive, when
and as declared from the surplus or net earnings of the corporation, cumulative
dividends, payable quarterly on such dates as the Board of Directors may
determine, at the rates fixed herein or fixed by the Board of Directors for the
respective series, as herein provided, and no more, which dividends shall be
paid or set apart before any dividend shall be set apart or paid on the Common
Stock. The dividend payment dates for all series of Preferred Stock shall be the
same and no dividends shall be declared on any series in respect of any
quarterly dividend payment unless there shall likewise be or have been declared
on all shares of Preferred Stock of each other series at the time outstanding
like proportionate dividends ratably in proportion to the respective annual
dividend rates fixed therefor.
V. In the event of any liquidation or dissolution or winding-up of the
corporation, whether voluntary or involuntary, the Preferred Stock shall entitle
the holders thereof to be paid the amounts fixed herein or fixed by the Board of
Directors for the respective series as herein
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Exhibit 3.1
provided, including all unpaid accumulated dividends thereon to the date of such
payment, before any amount shall be paid to the holders of the Common Stock of
the corporation.
Such payments to the holders of the Preferred Stock shall be made
without preference or priority of one series over any other series and shall be
made before any amount shall be paid to the holders of the Common Stock. If
the assets of the corporation distributable upon any such liquidation or
dissolution or winding-up of the corporation shall be insufficient to permit the
payments to the holders of the Preferred Stock of the full amounts above
provided for, including an amount equivalent to all unpaid accumulated dividends
as aforesaid, the said assets shall be allocated to the respective series of
Preferred Stock in the ratios that such aggregate liquidation value of the
issued shares of each series bears to the aggregate liquidation value of the
issued shares of all series of Preferred Stock as fixed for the respective
series of Preferred Stock in the Certificate of Incorporation or in the
resolution or resolutions of the Board of Directors providing for the issuance
of the respective series, and shall be distributed among the holders of the
respective series of Preferred Stock according to their respective shares.
VI. The Preferred Stock of any series shall be subject to redemption at
any time in whole or in part at the amount fixed herein, or fixed by the Board
of Directors as herein provided, for the redemption of such series including an
amount equivalent to all unpaid accumulated dividends thereon, upon not less
than sixty days' notice addressed to the respective holders of record of the
stock to be redeemed at their addresses as the same shall appear on the stock
transfer records of the corporation in such manner as the Board of Directors
shall determine.
VII. The holders of the Preferred Stock shall have no voting power on
any questions whatsoever except as otherwise provided by law, and except that in
the event that the corporation shall fail to pay any dividend on the Preferred
Stock when it regularly becomes due and such default shall continue for the
period of six (6) months, then until but not after such time as accumulated and
unpaid dividends on all outstanding Preferred Stock of all series shall have
been paid, the holders of the outstanding Preferred Stock shall have the
exclusive right, voting separately and as a class, to elect two directors or, if
the total number of directors of the corporation be only three, then only one
director, at each meeting of the stockholders of the corporation held for the
purpose of electing directors. At all meetings of stockholders held for the
purpose of electing directors at which the holders of Preferred Stock shall have
the exclusive right, voting separately and as a class, to elect any directors as
aforesaid, the presence in person or by proxy of the holders of a majority
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Exhibit 3.1
of the outstanding shares of Preferred Stock shall be required to constitute a
quorum of such class for the election of any directors by holders of Preferred
Stock, as a class, provided, however, that the absence of a quorum of the
holders of Preferred Stock shall not prevent the election at any such meeting or
adjournment thereof of the remaining directors for whose election a class vote
of the holders of Preferred Stock is not required, if the necessary quorum of
the stockholders entitled to vote in the election of such remaining directors is
present in person or by proxy in accordance with the by-laws of the corporation;
and provided further, that in the absence of a quorum of the holders of
Preferred Stock, a majority of those holders of such Preferred Stock who are
present in person or by proxy shall have power to adjourn the election of those
directors to be elected by their class from time to time without notice other
than announcement at the meeting until the requisite amount of holders of
Preferred Stock shall be present in person or by proxy.
The holders of Common Stock shall have the right to vote on all
questions to the exclusion of all other stockholders except as hereinbefore
specifically stated.
VIII. Whenever, at any time, full accumulated dividends as aforesaid for
all past dividend periods and for the current dividend period shall have been
paid, or declared and set apart for payment, on the then outstanding Preferred
Stock, the Board of Directors may declare dividends on the Common Stock of the
corporation.
IX. Upon any liquidation or dissolution or winding-up of the
corporation, whether voluntary or involuntary, the assets and funds of the
corporation remaining, after the payments have been made to the holders of the
Preferred Stock, as provided in Section V hereof, shall be divided and paid to
the holders of the Common Stock according to their respective shares.
X. From time to time the Preferred Stock or the Common Stock may be
increased according to law.
XI. From time to time the Preferred Stock and the Common Stock may be
issued in such amounts and proportions and for such consideration as may be
fixed by the Board of Directors, or, in the case of Common Stock issued upon the
exercise of the options referred to in Section XIII hereof, as provided in such
Section.
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Exhibit 3.1
XII. No stockholder of the corporation, of whatever class or series,
shall have any preemptive or preferential right of subscription to any shares of
any series of the Preferred Stock of the corporation, authorized hereunder or
under any amendment hereof, or to any obligations convertible into said
Preferred Stock of any series of the corporation, issued or sold, nor any right
of subscription to any thereof other than such, if any, as the Board of
Directors of the corporation in its discretion from time to time may determine,
and the Board of Directors may issue said Preferred Stock of any series of the
corporation, or obligations convertible into said Preferred Stock of any series,
without offering said Preferred Stock, or said obligations, either in whole or
in part, to any stockholders of the corporation.
No holder of any shares of the Preferred Stock of any series of the
corporation shall have any preemptive or preferential right of subscription to
any shares of stock of any class of the corporation, or to any obligations
convertible into shares of stock of any class of the corporation, issued or
sold, nor any right of subscription to any thereof other than such, if any, as
the Board of Directors of the corporation in its discretion from time to time
may determine.
XIII. The Board of Directors may create and issue to employees
(including officers and directors) of this corporation, or of any corporation in
which this corporation shall directly or indirectly own fifty per cent or more
of the voting stock, options to purchase the corporation's Common Stock in
accordance with the terms of any duly adopted compensation plan. The shares of
stock so optioned may be unissued, or issued and reacquired shares of Common
Stock of the corporation, as shall be determined by the Board of Directors, and
the Board shall have power to take all action necessary and appropriate in
connection with any such issuance or sale of shares. The options shall be
evidenced by such instruments as shall be approved by the Board of Directors.
The terms upon which, the time or times at or within which, and the
consideration for which such options may be issued, and for which any shares of
stock may be issued or sold by the corporation upon the exercise of such
options, shall be such as shall be stated in the resolution or resolutions
adopted by the Board of Directors providing for the creation and issuance of
such options and, in every case, set forth or incorporated by reference in the
instrument or instruments evidencing such options. The judgment of the Board of
Directors as to the consideration and sufficiency thereof for the issuance of
such options and for the issuance or sale of stock pursuant to the exercise
thereof shall be conclusive.
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Exhibit 3.1
Any standing committee duly designated by resolution passed by a
majority of the whole Board of Directors and consisting of two or more of the
directors, shall have and may exercise any or all of the rights, powers and
functions of the Board of Directors specified in this Section XIII, or otherwise
pertaining to any duly adopted compensation plan, to the extent provided in a
resolution passed by a majority of the whole Board or in the By-Laws of the
corporation.
XIV. The amount of capital stock with which this corporation will
commence business is Seventy-five Hundred Dollars ($7,500).
Fifth: -- The names and places of residence of each of the original
subscribers to the capital stock and the number of shares subscribed for by each
are as follows:
Number
Name Residence of Shares
----------------- -------------------- ---------
Pierre S. du Pont Christiana Hundred,
Delaware 25
John J. Raskob Brandywine Hundred,
Delaware 25
John P. Laffey Wilmington, Delaware 25
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: -- The number of the directors of the corporation shall be fixed
from time to time by the by-laws and the number may be increased or decreased as
therein provided.
In case of any increase in the number of directors the additional
directors shall be elected as provided by the By-laws by the directors or by the
stockholders at an annual or special meeting.
In case of any vacancy in the Board of Directors for any cause the
remaining Directors by affirmative vote of a majority of the whole Board of
Directors may elect a successor to hold office for the unexpired term of the
Director whose place is vacant and until the election of his successor.
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Exhibit 3.1
In furtherance, but not in limitation of the powers conferred by law,
the Board of Directors are expressly authorized:
(a) To hold their meetings outside of the State of Delaware at such
places as from time to time may be designated by the By-laws or by resolution of
the Board. The By-laws may prescribe the number of directors necessary to
constitute a quorum of the Board of Directors, which number may be less than a
majority of the whole number of directors.
(b) To appoint the regular officers of the corporation, and such other
officers as they may deem necessary for the proper conduct of the business of
the Company.
(c) To remove at any time any officer elected or appointed by the Board
of Directors but only by the affirmative vote of a majority of the whole Board
of Directors.
(d) To remove any other officer or employee of the corporation or to
confer such power on any committee or superior officer of the corporation,
unless such removals are otherwise regulated by the By-laws.
(e) To appoint standing committees by the affirmative vote of a majority
of the whole Board, and such standing committees shall have and may exercise
such powers as shall be conferred or authorized by the By-Laws.
(f) To issue the stock of every class in such amounts and proportions as
they may determine up to the total amount of the authorized capital stock or any
increase thereof, subject, however, to the provisions of this certificate.
(g) From time to time to fix and determine and to vary the sum to be
reserved over and above its capital stock paid in as working capital before
declaring any dividends among its stockholders; to direct and determine the use
and disposition of any surplus or net profits over and above the capital stock
paid in; to fix the time of declaring and paying any dividend, and, unless
otherwise provided in the By-laws, to determine the amount of any dividend. All
sums reserved as working capital or otherwise may be applied from time to time
to the
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Exhibit 3.1
acquisition or purchase of its bonds or other obligations or shares of its own
capital stock or other property to such extent and in such manner and upon such
terms as the Board of Directors shall deem expedient, and neither the stock,
bonds or other property so acquired shall be regarded as accumulated profits for
the purpose of declaring or paying dividends unless otherwise determined by the
Board of Directors, but shares of such capital stock so purchased or acquired
may be resold, unless such shares shall have been retired for the purpose of
decreasing the Company's capital stock as provided by law.
(h) From time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulations the accounts
and books of the corporation, or any of them, shall be open to the inspection of
the stock- holders, and no stockholders shall have any right to inspect any
account or book or document of the corporation, except as conferred by statute
or authorized by the Board of Directors or by a resolution of the stockholders.
(i) Subject always to By-laws made by the stockholders, to make By-laws;
and, from time to time, to alter, amend or repeal any By-laws; but any By-laws
made by the Board of Directors may be altered or repealed by the stockholders at
any annual meeting, or at any special meeting, provided notice of such proposed
alteration or repeal be included in the notice of the meeting.
(j) 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.
Ninth: -- 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
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Exhibit 3.1
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 Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of Delaware is amended
after approval by the stockholders of this article 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
full extent permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph 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.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
5. This Restated Certificate of Incorporation shall be effective at 5:00
p.m. Eastern Daylight Time on May 29, 1997.
IN WITNESS WHEREOF, said E. I. du Pont de Nemours and Company has caused
this certificate to be signed by Howard J. Rudge, its Senior Vice President and
General Counsel, and attested by Louise B. Lancaster, its Secretary, this 29th
day of May, 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Howard J. Rudge
-----------------------------------------
Senior Vice President and General Counsel
ATTEST:
By: /s/ Louise B. Lancaster
-----------------------
Secretary
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