**Exhibit 3.1****AMENDED AND RESTATED CERTIFICATE OF INCORPORATION****OF****EXIDE TECHNOLOGIES**          1. The present name of the corporation is Exide Technologies. The corporation wasincorporated under the name **“**ESB Incorporated**”**by the filing of its original Certificate ofIncorporation with the Secretary of State of the State of Delaware on November 23, 1966. ThisAmended and Restated Certificate of Incorporation of the corporation, which both restates andfurther amends the provisions of the corporation**’**s Amended and Restated Certificate ofIncorporation, was duly adopted in accordance with the provisions of Sections 242, 245 and 303 ofthe General Corporation Law of the State of Delaware, pursuant to the authority granted to thecorporation under Section 303 of the General Corporation Law of the State of Delaware to put intoeffect and carry out the Joint Plan of Reorganization of the corporation dated as of March 11, 2004under chapter 11 of title 11 of the United States Code, as confirmed on April 21, 2004 byorder (the “Order”) of the United States Bankruptcy Court for the District of Delaware(Case No. 02-11125 (KJC)). Provision for the making of this Amended and Restated Certificate ofIncorporation is contained in the Order.          2. The Certificate of Incorporation of the corporation is hereby amended and restated to readin its entirety as follows:**ARTICLE I**Name          The name of the corporation is Exide Technologies (the “Corporation”).**ARTICLE II**Registered Office and Registered Agent          The address of the registered office of the Corporation in the State of Delaware isCorporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,Delaware 19801. The name of the registered agent of the Corporation at such address is TheCorporation Trust Company.**ARTICLE III**Corporate Purpose          The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware (the“General Corporation Law”).
 

 
**ARTICLE IV**Capital Stock          Section 1. Shares, Classes and Series Authorized. The total number of shares of allclasses of capital stock which the Corporation shall have authority to issue is 201,000,000 shares,of which 200,000,000 shares shall be Common Stock of the par value of $0.01 per share (hereinaftercalled “Common Stock”) and 1,000,000 shares shall be Preferred Stock of the par value of$0.01 per share (hereinafter called “Preferred Stock”).          Section 2. Description of Capital Stock. The following is a description of each ofthe classes of capital stock that the Corporation has authority to issue with the designations,preferences, voting powers and participating, optional or other special rights and thequalifications, limitations or restrictions thereof:          A. Rights and Restrictions of Preferred Stock. Authority is hereby expressly vestedin the Board of Directors of the Corporation (the “Board”), subject to the provisions ofthis Article IV and to the limitations prescribed by law, without stockholder action, to authorizethe issue from time to time of one or more series of Preferred Stock and with respect to each suchseries to fix by resolution or resolutions providing for the issue of such series, the number ofshares thereof and the voting powers, full or limited, if any, of the shares of such series and thedesignations, preferences and relative, participating, optional or other special rights, and thequalifications, limitations or restrictions, of the shares of such series. The authority of theBoard with respect to each series shall include, but not be limited to, the determination or fixingof the following:     (a) The designation of such series.     (b) The dividend rate of such series, the conditions and dates upon which suchdividends shall be payable, the relation that such dividends shall bear to the dividendspayable on any other class or classes or series of the Corporation’s capital stock, andwhether such dividends shall be cumulative or non-cumulative.     (c) Whether the shares of such series shall be subject to redemption for cash,property or rights, including securities of the Corporation or of any other corporation,by the Corporation at the option of either the Corporation or the holder or both or uponthe happening of a specified event, and, if made subject to any such redemption, thetimes or events, prices and other terms and conditions of such redemption.     (d) The terms and amount of any sinking fund provided for the purchase orredemption of the shares of such series.     (e) Whether or not the shares of such series shall be convertible into, orexchangeable for, at the option of either the holder or the Corporation or upon thehappening of a specified event, shares of any other class or classes or of any otherseries of the same or any other class or classes of the Corporation’s capital stock,and, if provision be made for conversion or exchange, the times or events, prices,rates, adjustments and other terms and conditions of such conversions or exchanges.
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     (f) The restrictions, if any, on the issue or reissue of any additional PreferredStock.     (g) The rights of the holders of the shares of such series upon the voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation.     (h) The provisions as to voting (which may be one or more votes per share or afraction of a vote per share), optional and/or other special rights and preferences, ifany.          B. Rights and Restrictions of Common Stock. The powers, preferences, rights,qualifications, limitations or restrictions thereof in respect to the Common Stock are as follows:     (a) The Common Stock is subject to all the powers, rights, privileges, preferencesand priorities of the Preferred Stock as set forth herein or in any resolution orresolutions adopted by the Board pursuant to authority expressly vested in it by theprovisions of Section 2 of this Article IV.     (b) Each holder of Common Stock shall be entitled to one vote for each sharethereof held by such holder, except as otherwise required by law. The ability of thestockholders to engage in cumulative voting is hereby specifically denied.     (c) Subject to the rights of the holders of any series of Preferred Stock, holdersof Common Stock shall be entitled to receive such dividends and distributions (whetherpayable in cash or otherwise) as may be declared on the shares of Common Stock by theBoard from time to time out of assets or funds of the Corporation legally availabletherefor.     (d) Subject to the rights of the holders of any series of Preferred Stock, in theevent of any liquidation, dissolution or winding-up of the Corporation (whethervoluntary or involuntary), the assets of the Corporation available for distribution tostockholders shall be distributed in equal amounts per share to the holders of CommonStock.          C. Increase or Decrease In Amount of Authorized Shares. The number of authorizedshares of any class or classes of capital stock of the Corporation may be increased or decreased byan amendment to this Amended and Restated Certificate of Incorporation authorized by theaffirmative vote of the holders of a majority of the shares of the Common Stock outstanding and entitled to vote thereon and, except as expresslyprovided in this Amended and Restated Certificate of Incorporation or in any resolution orresolutions adopted by the Board pursuant to authority expressly vested in it by the provisions ofSection 2 of this Article IV with respect to the Preferred Stock, and except as otherwise providedby law, no vote by holders of capital stock of the Corporation other than the Common Stock shall berequired to approve such action, notwithstanding Section 242(b)(2) of the General Corporation Law.          D. Shares Entitled To More or Less Than One Vote. If any class or series of theCorporation’s capital stock shall be entitled to more or less than one vote for any share, on anymatter, every reference in this Certificate of Incorporation and in any relevant provision of lawto
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a majority or other proportion of stock shall refer to such majority or other proportion of thevotes of such stock.          E. Non-Voting Stock. Notwithstanding anything herein to the contrary, the Corporationshall not be authorized to issue non-voting capital stock of any class, series or other designationto the extent prohibited by Section 1123(a)(6) of title 11 of the United States Code (the“Bankruptcy Code”); provided, however, that the foregoing restriction shall(i) have no further force and effect beyond that required under Section 1123(a)(6) of theBankruptcy Code, (ii) only have such force and effect for so long as such Section 1123(a)(6) is ineffect and applies to the Corporation and (iii) be deemed void or eliminated if required underapplicable law.          F. Preemptive Rights. No holder of Preferred Stock or Common Stock of the Corporationshall be entitled, as a matter of right, to subscribe for or purchase any part of any new oradditional issue of stock of any class or series whatsoever, whether now or hereafter authorizedand whether issued for cash or other consideration, or by way of dividend.**ARTICLE V**Directors          Section 1. General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of the Board, which may exercise all such powers of theCorporation and do all such lawful acts and things as are not by law, this Amended and RestatedCertificate of Incorporation or the Bylaws directed or required to be exercised or done bystockholders.          Section 2. Number and Term of Office. The number of directors shall not be less thanseven. Subject to such minimum number, the exact number of directors shall be fixed from time totime by the Board. Directors need not be stockholders. If for any cause the directors shall nothave been elected at an annualmeeting or pursuant to Section 5 of this Article V, they may be elected as soon thereafter asconvenient at a special meeting of the stockholders called for that purpose in the manner providedin the Bylaws. Any director elected in accordance with the preceding sentence shall hold officefor the remainder of the full term of the director for which the vacancy was created or occurredand until such director’s successor shall have been elected and qualified. The election ofdirectors need not be written by ballot unless the Bylaws of the Corporation so provide.          Section 3. Election of Directors at Annual Meeting of Stockholders. At each annualmeeting of stockholders, including the annual meeting of stockholders in 2005, the terms of alldirectors shall expire upon the election and qualification of their successors and all directorsshall be elected to hold office for a term expiring at the next succeeding annual meeting ofstockholders and until their successors are duly elected and qualified.          Section 4. Removal. Subject to the rights of the holders of any series of PreferredStock then outstanding, any director, or the entire Board, may be removed from office at any time,but only for cause, by the affirmative vote of the holders of record of outstanding sharesrepresenting at least a majority of the voting power of all the shares of capital stock of the
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Corporation then entitled to vote generally in the election of directors, voting together as asingle class.          Section 5. Vacancies. Any vacancies on the Board resulting from death, resignation,disqualification, removal or other causes, and any newly created directorships resulting from anyincrease in the number of directors, shall be filled only by the affirmative vote of a majority ofthe remaining directors, even though less than a quorum of the Board. Any director elected inaccordance with the preceding sentence shall hold office for the remainder of the full term of thedirector for which the vacancy was created or occurred and until such director’s successor shallhave been elected and qualified. A vacancy in the Board shall be deemed to exist in the case ofthe death, removal or resignation of any director.          Section 6. Certain Affiliate Transactions. Any transaction, including withoutlimitation, a “business combination” (as such term is defined in Section 203 of the GeneralCorporation Law), between the Corporation and an “interested stockholder” (as such term is definedin Section 203 of the General Corporation Law) shall be approved by a majority of the directors ofthe Board; provided, however, that until the second anniversary of theeffectiveness of this Amended and Restated Certificate of Incorporation, any such transaction orbusiness combination having a value in excess of $10,000,000 shall, in addition to satisfying therequirements of Section 203 of the General Corporation Law, be (i) approved by an affirmative voteof two-thirds of the disinterested directors of the Board and (ii) if such transaction or businesscombination has a value in excess of $25,000,000, then such transaction or business combinationshall be accompanied by an opinion regarding the fairness, from a financial point of view, of suchtransaction or business combination with respect to the holders of Common Stock.**ARTICLE VI**Meetings of Stockholders;