CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
Lon E. Bell and Scott O. Davis certify that:
1. They are the duly elected and acting Chairman of the Board and Secretary, respectively, of Amerigon
Incorporated, a California corporation (the "Corporation").
2. Article III, paragraph (1) of the Corporation's Amended and Restated Articles of Incorporation is amended to
read as follows:
"(1) The total number of shares which the Corporation is authorized to issue is 25,600,000, of which 20,000,000
shall be Class A Common Stock, without par value, 600,000 shall be Class B Common Stock, without par
value, and 5,000,000 shall be Preferred Stock, without par value.
On the effective date of the filing of this Amendment to the Amended and Restated Articles of Incorporation (the
"Effective Date"), the Class A Common Stock of the Corporation will be reverse split on a one-for-five basis so
that each share of Class A Common Stock issued and outstanding immediately prior to the Effective Date shall
automatically be converted into and reclassified as one-fifth a share of Class A Common Stock (the "Reverse
Split"). No fractional shares will be issued by the Corporation as a result of the Reverse Split. In lieu thereof,
each shareholder whose shares of Class A Common Stock are not evenly divisible by five will receive an amount
of cash equal to the average of the last sale price of the pre-split Class A Common Stock, as reported on the
NASDAQ Small Cap Market (or other market on which the Class A Common Stock is trading) for the ten
trading days immediately preceding the Effective Date."
3. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by
the Board of Directors of the Corporation.
4. The Corporation has only shares of Class A Common Stock outstanding. The foregoing amendment has been
duly approved by the required vote of shareholders in accordance with Section 902 of the California General