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 all classes of capital stock which the Corporation shall haveauthority to issue is 101,000,000 shares, of which 100,000,000 shares shall be Common Stock of thepar value of $0.01 per share (hereinafter called “Common Stock”) and 1,000,000 shares shallbe Preferred Stock of the par value of $0.01 per share (hereinafter called “PreferredStock”).          Section 2. Description of Capital Stock. The following is a description of each of the classes of capital stock that the Corporationhas authority to issue with the designations, preferences, voting powers and participating,optional or other special rights and the qualifications, limitations or restrictions thereof:          A. Rights and Restrictions of Preferred Stock. Authority is hereby expressly vested in the Board of Directors of the Corporation (the“Board”), subject to the provisions of this Article IV and to the limitations prescribed bylaw, without stockholder action, to authorize the issue from time to time of one or more series ofPreferred Stock and with respect to each such series to fix by resolution or resolutions providingfor the issue of such series, the number of shares thereof and the voting powers, full or limited,if any, of the shares of such series and the designations, preferences and relative, participating,optional or other special rights, and the qualifications, limitations or restrictions, of theshares of such series. The authority of the Board with respect to each series shall include, butnot be limited to, the determination or fixing of 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 inrespect 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 authorized shares of any class or classes of capital stock of the Corporationmay be increased or decreased by an amendment to this Amended and Restated Certificate ofIncorporation authorized by the affirmative vote of the holders of a majority of theshares 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 the Corporation’s capital stock shall be entitled to more or lessthan one vote for any share, on any matter, every reference in this Certificate of Incorporationand in any relevant provision of law to
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a majority or other proportion of stock shall refer to suchmajority or other proportion of the votes of such stock.          E. Non-Voting Stock. Notwithstanding anything herein to the contrary, the Corporation shall not be authorized toissue non-voting capital stock of any class, series or other designation to the extent prohibitedby 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 forceand effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only havesuch force and effect for so long as such Section 1123(a)(6) is in effect and applies to theCorporation and (iii) be deemed void or eliminated if required under applicable law.          F. Preemptive Rights. No holder of Preferred Stock or Common Stock of the Corporation shall be entitled, as amatter of right, to subscribe for or purchase any part of any new or additional issue of stock ofany class or series whatsoever, whether now or hereafter authorized and whether issued for cash orother consideration, or by way of dividend.**ARTICLE V**Directors          Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction ofthe Board, which may exercise all such powers of the Corporation and do all such lawful acts andthings as are not by law, this Amended and Restated Certificate of Incorporation or the Bylawsdirected or required to be exercised or done by stockholders.          Section 2. Number and Term of Office. The number of directors shall not be less than seven. Subject to such minimum number, theexact number of directors shall be fixed from time to time by the Board. Directors need not bestockholders. If for any cause the directors shall not have 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 Preferred Stock then outstanding, anydirector, or the entire Board, may be removed from office at any time, but only for cause, by theaffirmative vote of the holders of record of outstanding shares representing at least a majority ofthe voting power of all the shares of capital stock of the
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Corporation then entitled to votegenerally in the election of directors, voting together as a single class.          Section 5. Vacancies. Any vacancies on the Board resulting from death, resignation, disqualification, removal orother causes, and any newly created directorships resulting from any increase in the number ofdirectors, shall be filled only by the affirmative vote of a majority of the remaining directors,even though less than a quorum of the Board. Any director elected in accordance with the precedingsentence shall hold office for the remainder of the full term of the director for which the vacancywas created or occurred and until such director’s successor shall have been elected and qualified.A vacancy in the Board shall be deemed to exist in the case of the death, removal or resignation ofany director.          Section 6. Certain Affiliate Transactions. Any transaction, including without limitation, a “business combination” (as such term isdefined in Section 203 of the General Corporation Law), between the Corporation and an “interestedstockholder” (as such term is defined in Section 203 of the General Corporation Law) shall beapproved by a majority of the directors of the Board; provided, however, that untilthe second anniversary of the effectiveness of this Amended and Restated Certificate ofIncorporation, any such transaction or business combination having a value in excess of $10,000,000shall, in addition to satisfying the requirements of Section 203 of the General Corporation Law, be(i) approved by an affirmative vote of two-thirds of the disinterested directors of the Board and(ii) if such transaction or business combination has a value in excess of $25,000,000, then suchtransaction or business combination shall be accompanied by an opinion regarding the fairness, froma financial point of view, of such transaction or business combination with respect to the holdersof Common Stock.**ARTICLE VI**Meetings of Stockholders;