<PAGE>

          CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES,
         AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS,
           AND THE QUALIFICATIONS, LIMITATIONS, OR OTHER RESTRICTIONS
                                 THEREOF OF THE

                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A
                           (PAR VALUE $1.00 PER SHARE)

                                       OF

                               KUHLMAN CORPORATION

                       ___________________________________

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                       ___________________________________


     The undersigned does hereby certify that the following resolutions were
duly adopted by the Board of Directors of Kuhlman Corporation, a Delaware
corporation ("Corporation"), the Certificate of Incorporation of which was filed
on March 4, 1993, at a meeting of said Board of Directors duly convened and held
on May 31, 1995, at which a quorum was present and acting throughout:

                    RESOLUTIONS OF THE BOARD OF DIRECTORS OF
                               KUHLMAN CORPORATION

     WHEREAS, Article Fourth of the Certificate of Incorporation of the
Corporation expressly authorizes the Board of Directors of the Corporation to
provide for the issuance of shares of Preferred Stock of the Corporation, par
value $1.00 per share, in one or more series, and for such consideration or
considerations as the Board of Directors may determine, with such voting powers,
full or limited, or without voting powers, and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof; and

     WHEREAS, in the judgment of the Board of Directors, it is advisable and in
the best interests of this Corporation to establish a series of Preferred Stock
designated as "Junior Participating Preferred Stock, Series A", the number of
shares of which shall be 200,000.

     NOW THEREFORE, BE IT RESOLVED, that pursuant to Article Fourth of the
Certificate of Incorporation of the Corporation, the Board of Directors of the
Corporation hereby establishes a series of Preferred Stock of the Corporation
designated as "Junior Participating Preferred Stock, Series A" (the "Series A
Preferred") and the number of shares constituting such series shall be 200,000,
with the following voting powers, designations, preferences, and

<PAGE>

relative, participating, optional, or other special rights, and qualifications,
limitations or restrictions:

     1.   DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the holders of any
     series of Preferred Stock ranking prior and superior to the shares of
     Series A Preferred with respect to dividends, the holders of shares of
     Series A Preferred, in preference to the holders of Common Stock of the
     Corporation and of any other shares ranking junior as to dividends to the
     Series A Preferred, shall be entitled to receive, when, as and if declared
     by the Board of Directors out of funds legally available for the purpose,
     quarterly dividends payable in cash on the first day of March, June,
     September and December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing on the first
     Quarterly Dividend Payment Date after the first issuance of a share or
     fraction of a share of Series A Preferred, in an amount per share (rounded
     to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to
     the provision for adjustment hereinafter set forth, 100 times the aggregate
     per share amount of all cash dividends and 100 times the aggregate per
     share amount (payable in kind) of all non-cash dividends or other
     distributions other than a dividend payable in shares of Common Stock or a
     subdivision of the outstanding shares of Common Stock (by reclassification
     or otherwise), declared on the Common Stock since the immediately preceding
     Quarterly Dividend Payment Date or, with respect to the first Quarterly
     Dividend Payment Date, since the first issuance of any share or fraction of
     a share of Series A Preferred.  In the event the Corporation shall at any
     time declare or pay any dividend on Common Stock payable in shares of
     Common Stock, or effect a subdivision of combination or consolidation of
     the outstanding Common Stock (by reclassification or otherwise than by
     payment of a dividend in shares of Common Stock) into a greater or lesser
     number of shares of Common Stock, then in each such case the amount to
     which holders of shares of Series A Preferred were entitled immediately
     prior to such event under clause (b) of the preceding sentence shall be
     adjusted by multiplying such amount by a fraction the numerator of which is
     the number of shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
     Series A Preferred as provided in Paragraph (A) of this Section immediately
     after it declares a dividend or distribution on the Common Stock (other
     than a dividend payable in shares of Common Stock); PROVIDED that, in the
     event no dividend or distribution shall have been declared on the Common
     Stock during the period between any Quarterly Dividend Payment Date, and
     the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00
     per share on the Series A Preferred shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.


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<PAGE>

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Preferred from the Quarterly Dividend Payment Date next
     preceding the date of issue of such shares of Series A Preferred, unless
     the date of issue of such shares is prior to the record date for the first
     Quarterly Dividend Payment Date, in which case dividends on such shares
     shall begin to accrue and be cumulative from the date of issue of such
     shares, or unless the date of issue is a Quarterly Dividend Payment Date or
     is a date after the record date for the determination of holders of shares
     of Series A Preferred entitled to receive a quarterly dividend and before
     such Quarterly Dividend Payment Date, in either of which events such
     dividends shall begin to accrue and be cumulative from such Quarterly
     Dividend Payment Date.  Accrued but unpaid dividends shall not bear
     interest.  Dividends paid on the shares of Series A Preferred in an amount
     less than the total amount of such dividends at the time accrued and
     payable on such shares shall be allocated pro rata on a share-by-share
     basis among all such shares at the time outstanding.  The Board of
     Directors may fix a record date for the determination of holders of shares
     of Series A Preferred entitled to receive payment of a dividend or
     distribution declared thereon, which record date shall not be more than 60
     days prior to the date fixed for the payment thereof.

     2.   VOTING RIGHTS.  The holders of shares of Series A Preferred shall have
the following voting rights:

          (A)  Each one-hundredth of a share of Series A Preferred shall entitle
     the holder thereof to one vote on all matters submitted to a vote of the
     stockholders of the Corporation.

          (B)  Except as otherwise provided herein or by law, the holders of
     shares of Series A Preferred and the holders of shares of Common Stock
     shall vote together as one class on all matters submitted to a vote of
     stockholders of the Corporation.

     3.   CERTAIN RESTRICTIONS.

          (A)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Preferred as provided in Section 1 are in arrears,
     thereafter and until all accrued and unpaid dividends and distributions,
     whether or not declared, on shares of Series A Preferred outstanding shall
     have been paid in full, the Corporation shall not:

                (i)   declare or pay dividends on, or make any other
                      distributions on, any shares ranking junior (either as to
                      dividends or upon liquidation, dissolution or winding up)
                      to the Series A Preferred;

               (ii)   declare or pay dividends on or make any other
                      distributions on any shares ranking on a parity (either as
                      to dividends or upon liquidation, dissolution or winding
                      up) with the Series A Preferred, except dividends paid
                      ratably on the Series A Preferred and all


                                        3

<PAGE>

                      such parity stock on which dividends are payable or in
                      arrears in proportion to the total amounts to which the
                      holders of all such shares are then entitled;

              (iii)   redeem or purchase or otherwise acquire for consideration
                      shares ranking junior (either as dividends or upon
                      liquidation, dissolution or winding up) to the Series A
                      Preferred, provided that the Corporation may at any time
                      redeem, purchase or otherwise acquire any such junior
                      shares in exchange for any shares of the Corporation
                      ranking junior (either as to dividends or upon
                      dissolution, liquidation or winding up) to the Series A
                      Preferred; or

               (iv)   purchase or otherwise acquire for consideration any shares
                      of Series A Preferred, or any shares ranking on a parity
                      with the Series A Preferred, except in accordance with a
                      purchase offer made in writing or by publication (as
                      determined by the Board of Directors) to all holders of
                      such shares upon such terms as the Board of Directors,
                      after consideration of the respective annual dividend
                      rates and other relative rights and preferences of the
                      respective series and classes, shall determine in good
                      faith will result in fair and equitable treatment among
                      the respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of the Corporation unless the Corporation could, under Paragraph (A) of
     this Section 3, purchase or otherwise acquire such shares at such time and
     in such manner.

     4.   REACQUIRED SHARES.  Any shares of Series A Preferred purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof.  All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

     5.   LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made
(1) to the holders of shares ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred unless, prior
thereto, the holders of shares of Series A Preferred shall have received $100.00
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
PROVIDED that the holders of shares of Series A Preferred shall be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount


                                        4

<PAGE>

to be distributed per share to holders of Common Stock, or (2) to the holders of
shares ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred, except distributions
made ratably on the Series A Preferred and all other such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series A Preferred were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     6.   CONSOLIDATION, MERGER, ETC.  In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case the shares of Series A
Preferred then outstanding shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of shares,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     7.   NO REDEMPTION.  The shares of Series A Preferred shall not be
redeemable.  However, the Corporation may acquire shares of Series A Preferred
in any manner permitted by law, the provisions hereof and the Certificate of
Incorporation of the Corporation.

     8.   RANK.  The Series A Preferred shall rank junior to all other series of
the Corporation's Preferred Stock as to the payment of dividends and the
distributions of assets, unless the terms of such other series specify to the
contrary.

     9.   AMENDMENT.  The Certificate of Incorporation of the Corporation shall
not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred so as to affect them
adversely without the affirmative vote of the holders of two-thirds of the
outstanding shares of Series A Preferred, voting together as a single class.


                                        5

<PAGE>

     IN WITNESS WHEREOF, Kuhlman Corporation has caused this Certificate to be
signed by its Chairman of the Board of Directors, Robert S. Jepson, Jr., and
attested by its Secretary, Richard A. Walker, this 31st day of May, 1995.


                                             KUHLMAN CORPORATION



[Corporation Seal]                           /s/ Robert S. Jepson, Jr.
                                             ___________________________________
                                             Robert S. Jepson, Jr.,
                                             Chairman of the Board of Directors
Attest:


/s/ Richard A. Walker
___________________________________
Richard A. Walker, Secretary


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