AMENDED AND RESTATED CERTIFICATE
DELCO REMY INTERNATIONAL, INC.
1. Name. The name of the Corporation is Delco Remy International,
2. Registered Office and Agent. The address of the Corporation's registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.
3. Purpose. The purposes for which the Corporation is formed are to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the State of Delaware ("DGCL")
and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.
4. Authorized Capital. The aggregate number of shares of stock which the Corporation shall have authority to
issue is 15,501,000 shares, divided into four (4) classes consisting of 3,500,000 shares of 12% Series A
Cumulative Compounding Preferred Stock, par value $.01 per share ("Series A Preferred Stock"); 1,000 shares
of Class A Common Stock, par value $.001 per share ("Class A Common Stock"); 6,000,000 shares of Class B
Common Stock, par value $.001 per share ("Class B Common Stock"); and 6,000,000 shares of Class C
Common Stock, par value $.001 per share ("Class C Common Stock"). Class A Common Stock, Class B
Common Stock and Class C Common Stock are hereinafter sometimes collectively referred to as "Common
The following is a statement of the designations, preferences, qualifications, limitations, restrictions and the special
or relative rights granted to or imposed upon the shares of each such class.
a. SERIES A PREFERRED STOCK
(1) Accrual and Payment of Dividends
(a) The holders of Series A Preferred Stock shall be entitled to receive when, as and if declared by the Board of
Directors out of funds of the Corporation legally available therefor, cumulative cash dividends at the rate of 12%
of the Serie