<PAGE>   1
                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 TransPro, Inc.

                  (Originally incorporated on July 28, 1995)

            FIRST. The name of the corporation is TransPro, Inc.

            SECOND. The address of its registered office in the State of
Delaware is Corporation Service Company, 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Service Company.

            THIRD. The nature of the business or purposes to be conducted or
promoted is:

                  To carry on and conduct any and every kind of manufacturing,
            distribution and service business; to manufacture, process,
            fabricate, rebuild, service, purchase or otherwise acquire, to
            design, invent or develop, to import or export, and to distribute,
            lease, sell, assign or otherwise dispose of and generally deal in
            and with raw materials, products, goods, wares, merchandise and real
            and personal property of every kind and character; and to provide
            services of every kind and character.

                  To conduct any lawful business, to exercise any lawful purpose
            and power, and to engage in any lawful act or activity for which
            corporations may be organized under the General Corporation Law of
            Delaware.

                  In general, to possess and exercise all the powers and
            privileges granted by the General Corporation Law of Delaware or by
            any other law of Delaware or by this Certificate of Incorporation,
            together with any powers incidental thereto, so far as such powers
            and privileges are necessary or convenient to the conduct, promotion
            or attainment
<PAGE>   2
of the business or purposes of the corporation.

            FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is twenty million (20,000,000), of which two
million five hundred thousand (2,500,000) shares shall be Preferred Stock, par
value $.01 per share, and seventeen million five hundred thousand (17,500,000)
shares shall be Common Stock of the par value of $.01 per share. The Preferred
Stock shall be issued from time to time in one or more series with such
distinctive serial designations and (a) may have such voting powers, full or
limited, or may be without voting powers; (b) may be subject to redemption at
such time or times and at such prices; (c) may be entitled to receive dividends
(which may be cumulative or noncumulative) at such rate or rates, on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or series of stock; (d)
may have such rights upon the dissolution of, or upon any distribution of the
assets of, the corporation; (e) may be made convertible into, or exchangeable
for, shares of any other class or classes or of any other series of the same or
any other class or classes of stock of the corporation, at such price or prices
or at such rates of exchange, and with such adjustments; and (f) shall have such
other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, all as shall here-after be stated and
expressed in the resolution or resolutions providing for the issue of such
Preferred Stock from time to time adapted by the board of directors pursuant to
<PAGE>   3
authority so to do which is hereby vested in the board.

            FIFTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:

                  To make, alter or repeal the by-laws of the corporation.

                  To authorize and cause to be executed mortgages and liens upon
            the real and personal property of the corporation.

                  To set apart out of any of the funds of the corporation
            available for dividends a reserve or reserves for any proper purpose
            and to abolish any such reserve in the manner in which it was
            created.

                  By a resolution of a majority of the whole board, to designate
            one or more committees, each committee to consist of two or more of
            the directors of the corporation. The board may designate one or
            more directors as alternate members of any committee, who may
            replace any absent or disqualified member at any meeting of the
            committee. Any such committee, to the extent provided in the
            resolution or in the by-laws of the corporation, shall have and may
            exercise the powers of the board of directors in the management of
            the business and affairs of the corporation, and may authorize the
            seal of the corporation to be affixed to all papers which may
            require it; provided, however, the by-laws may provide that in the
            absence or disqualification of any member of such committee or
            committees, the member or members thereof present at any meeting and
            not disqualified from voting, whether or not he or they constitute a
            quorum may unanimously appoint another member of the board of
            directors to act at the meeting in the place of any such absent or
            disqualified member.

                  When and as authorized by the affirmative vote of the holders
            of a majority of the stock issued and outstanding having voting
            power given at a stockholders' meeting duly called upon such notice
            as is required by statute, to sell, lease or exchange all or
            substantially all of the property and assets of the corporation,
            including its goodwill and its corporate franchises, upon
<PAGE>   4
            such terms and conditions and for such consideration, which may
            consist in whole or in part of money or property including shares of
            stock in, and/or other securities of, any other corporation or
            corporations, as its board of directors shall deem expedient and for
            the best interests of the corporation.

            SIXTH. The number of directors of the corporation shall be such as
from time to time shall be fixed by or in the manner provided in the by-laws,
which shall not be less than three.

            SEVENTH. The corporation shall indemnify each director, officer,
employee or agent of the corporation and each person who is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in effect.
Without limiting the generality of the foregoing, the Corporation may enter into
one or more agreements with any person which provide for indemnification greater
or different than that provided in this Article.

            EIGHTH. Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the
<PAGE>   5
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

            NINTH. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation. Elections of
directors need not be by written ballot except and to the extent provided in the
by-laws of the corporation.

            TENTH. Subject to any rights granted to the holders of any class or
series of Preferred Stock, any corporate action upon
<PAGE>   6
which a vote of stockholders is required or permitted to be taken must be
effected at a duly called annual or special meeting of the stockholders of the
corporation and may not be effected by any consent in writing of such
stockholders.

            ELEVENTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to this reservation.

            TWELFTH. To the full extent permitted by the General Corporation Law
of the State of Delaware or any other applicable laws presently or hereafter in
effect, no director of the corporation shall be personally liable to the
corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the corporation. Neither
the amendment or repeal of this Article, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.

            IN WITNESS WHEREOF, this Restated Certificate of Incorporation,
which restates, integrates and further amends the provisions of the Certificate
of Incorporation of this
<PAGE>   7
Corporation and which has been duly adopted in accordance with Sections 228,
242 and 245 of the Delaware General Corporation Law, has been executed by its
duly authorized officer this 19th day of September, 1995.

                                          TRANSPRO, INC.

                                          /s/
                                          ---------------------------
                                          McDara P. Folan, III
                                          Vice President and Secretary
<PAGE>   8
                           CERTIFICATE OF DESIGNATIONS

                                       of

                 Series A Junior Participating Preferred Stock

                                       of

                                 TRANSPRO, INC.

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

            TRANSPRO, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of directors of the Corporation as required by Section  151 of the
General Corporation Law at a meeting duly called and held on September 14, 1995:

            RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation (hereinafter called the "Board of Directors") in
accordance with the provisions of the Restated Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation"), the Board of Directors
hereby creates a series of Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), of the Corporation and hereby states the designation and
number of shares and fixes the powers, designations, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof, in addition to
those set forth in the Certificate of Incorporation, as follows:

            Section  1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 200,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

            Section 2. Dividends and Distributions. (a) Subject to the rights of
the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior
<PAGE>   9
and superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the holders of
Common Stock, par value $0.01 per share (the "Common Stock"), of the
Corporation, and of any other junior stock, 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 Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (i) $1.00 or (ii) 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 Stock. In the event the
Corporation shall at any time (A) declare or pay any dividend on the Common
Stock payable in shares of Common Stock or (B) effect a subdivision, combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of dividends 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 Stock would otherwise be
entitled immediately prior to such event under clause (ii) 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 Stock as provided in paragraph (a) of this Section  2
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 $1.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

            (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the
<PAGE>   10
Quarterly Dividend Payment Date next preceding the date of issue of such shares,
unless (i) 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 from the date of the first issuance of a share of Series A
Preferred Stock, or (ii) 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 Stock 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 Stock 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 Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 calendar days prior to the date fixed for the payment thereof.

            Section  3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

            (a) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time (i) declare or pay any dividend
on the Common Stock payable in shares of Common Stock or (ii) effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of dividends in shares
of Common Stock) into a greater or lesser number of shares of Common Stock,
then, in each such case, the number of votes per share to which holders of
shares of Series A Preferred Stock would otherwise be entitled immediately prior
to such event shall be adjusted by multiplying such number 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) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
<PAGE>   11
            (c) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

            4. Certain Restrictions. (a) Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as provided
in Section  2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

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

                    (ii) declare or pay dividends, or make any other
            distributions, on any shares of stock ranking on a parity (either as
            to dividends or upon liquidation, dissolution or winding up) with
            the Series A Preferred Stock, except dividends paid ratably on the
            Series A Preferred Stock and all 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 of any stock ranking junior (either as to
            dividends or upon liquidation, dissolution or winding up) to the
            Series A Preferred Stock, provided that the Corporation may at any
            time redeem, purchase or otherwise acquire shares of any such junior
            stock in exchange for shares of any stock of the Corporation ranking
            junior (either as to dividends or upon dissolution, liquidation or
            winding up) to the Series A Preferred Stock; or

                    (iv) redeem or purchase or otherwise acquire for
            consideration any shares of Series A Preferred Stock, or any shares
            of stock ranking on a parity with the Series A Preferred Stock,
            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
<PAGE>   12
            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
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section  4, purchase or otherwise acquire such shares at such time and in
such manner.

            Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
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
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate or Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

            Section  6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 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, however, that the holders of shares of
Series A Preferred Stock 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 to be distributed per share to holders of shares
of Common Stock, or (b) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all 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 (i)
declare or pay any dividend on the Common Stock payable in shares of Common
Stock or (ii) effect a subdivision, combination or consolidation of the shares
of Common Stock (by reclassification or otherwise than by payment of dividends
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the aggregate amount to which each holder of
shares of Series A Preferred Stock would otherwise be entitled immediately prior
to such event under the proviso in clause (a) 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
<PAGE>   13
after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

            Section 7. 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 stock or
securities, cash and/or any other property, then, in each such case, each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
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 (a) declare or pay any dividend
on the Common Stock payable in shares of Common Stock or (b) effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of dividends in shares
of Common Stock) 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 Stock 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.

            Section  8.  Redemption.  The shares of Series A Preferred Stock
shall not be redeemable.

            Section  9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

            Section  10. 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 Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single series.
<PAGE>   14
            IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its duly authorized officer, this 19th day of
September, 1995.


                                    TRANSPRO, INC.

                                    /s/ McDara P. Folan, III
                                    --------------------------------
                                    McDara P. Folan, III
                                    Vice President and Secretary
<PAGE>   15
                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

            TransPro, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY as follows:

            The present registered agent of the corporation is Corporation
Service Company and the present registered office of the corporation is in the
county of New Castle.

            The Board of Directors of TransPro, Inc. adopted the following
resolution on the 12th day of September, 1996:

      "RESOLVED, that the registered office of TransPro, Inc. in the state of
      Delaware be and it hereby is changed to Corporation Trust Center, 1209
      Orange Street, in the City of Wilmington, County of New Castle, and the
      authorization of the present registered agent of this corporation be and
      the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be
      and is hereby constituted and appointed the registered agent of this
      corporation at the address of its registered office set forth above."

      IN WITNESS WHEREOF, TransPro, Inc. has caused this statement to be signed
by Henry P. McHale, its President and Chief Executive Officer, this 12th day of
September, 1996.

                                    TRANSPRO, INC.

                                    By:     /s/ Henry P. McHale
                                       -------------------------------------
                                       Henry P. McHale
                                       President and Chief Executive Officer
<PAGE>   16
                           CERTIFICATE OF DESIGNATION

                                  OF SHARES OF

                          PREFERRED STOCK DESIGNATED AS

                SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                       OF

                                 TRANSPRO, INC.

                      -----------------------------------

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

                      -----------------------------------


      The undersigned DOES HEREBY CERTIFY that the resolution attached hereto as
Exhibit A was duly adopted by the Board of Directors of TransPro, Inc., a
Delaware corporation (hereinafter called the "Corporation"), the Certificate of
Incorporation of which was filed on July 28, 1995, at a meeting of the Board of
Directors of the Corporation duly called and held on June 18, 1998, at which
meeting a quorum was present and acting throughout.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Vice President, John C. Martin III, this 31st day of July, 1998.

                                          /s/ John C. Martin, III
                                          -------------------------------------
                                          John C. Martin III, Vice President


[Corporation Seal]
<PAGE>   17
                                    EXHIBIT A

      RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Corporation (the "Board of Directors") by the
provisions of the Certificate of Incorporation of the Corporation, there is
hereby created, out of the 2,500,000 shares of preferred stock of the
Corporation authorized in Article Fourth of its Certificate of Incorporation, a
series of preferred stock of the Corporation consisting of 30,000 shares, which
series shall have the following designations, powers, preferences, rights,
qualifications, limitations and restrictions:

      1. DESIGNATION; NUMBER OF SHARES; PAR VALUE. The designation of said
series of preferred stock shall be Series B Convertible Redeemable Preferred
Stock (the "Series B Preferred Stock"). The number of shares of Series B
Preferred Stock shall be 30,000. The shares of Series B Preferred Stock shall be
issued as full shares and shall have a par value of $0.01 per share.

      2. DIVIDENDS. Each outstanding share of Series B Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative dividends at
the applicable Dividend Rate (as defined below) payable in cash on July 1, 1998
for the period beginning with the date of original issuance and ending on June
30, 1998, and thereafter quarterly on the first day of October, January, April
and July in each year (the "Dividend Payment Date") with respect to the
quarterly period ending on the last day of September, December, April or June
next preceding such Dividend Payment Date. Dividends payable on the Series B
Preferred Stock shall be computed on the basis of a 365-day year. As used
herein, the "Dividend Rate" shall mean:

            (a) for the period beginning on the date of original issuance of the
      Series B Preferred Stock (the "Original Issuance Date") and ending on the
      first anniversary of the Original Issuance Date, two percent (2%) per
      annum of the Liquidation Preference (as hereinafter defined) of such
      Series B Preferred Stock as in effect from time to time during such
      period;

            (b) for the period beginning on the first anniversary of the
      Original Issuance Date and ending on the second anniversary of the
      Original Issuance Date, three and one-half percent (3.5%) per annum of the
      Liquidation Preference of such Series B Preferred Stock as in effect from
      time to time during such period; and

            (c) for the period beginning on the second anniversary
<PAGE>   18
      of the Original Issuance Date and thereafter until the Series B Preferred
      Stock has been redeemed or converted, five percent (5%) per annum of the
      Liquidation Preference of such Series B Preferred Stock as in effect from
      time to time during such period.

Dividends on the Series B Preferred Stock shall not be declared or paid if
prohibited under the terms of any bond, financing, credit or other agreement
entered into by the Corporation. Any dividend on the Series B Preferred Stock
which is not paid within thirty (30) days of the relevant Dividend Payment Date
shall bear interest at the rate of five percent (5%) per annum from such
Dividend Payment Date until paid or until such Series B Preferred Stock is
converted or redeemed.

      3.    CONVERSION RIGHTS.

            (a) Subject to Paragraph 3(b), each share of the Series B Preferred
      Stock shall be convertible at the option of the holder thereof into fully
      paid and nonassessable shares of common stock of the Corporation, par
      value $.01 per share (the "Common Stock"), in accordance with the
      following schedule:

                  (i)   one-half of each share of Series B Preferred Stock
                        originally issued shall be convertible beginning on the
                        third anniversary of the Original Issuance Date;

                  (ii)  an additional one-quarter of each share of Series B
                        Preferred Stock originally issued shall be convertible
                        beginning on the fourth anniversary of the Original
                        Issuance Date; and

                  (iii) all the shares of Series B Preferred Stock shall be
                        convertible beginning on the fifth anniversary of the
                        Original Issuance Date.

      The determination of the portion of each share of Series B Preferred Stock
      which has become convertible shall be made with reference to the shares of
      Series B Preferred Stock originally issued. For example, if a certificate
      for 1,000 shares of Series B Preferred Stock were originally issued and on
      the third anniversary of the Original Issuance Date one-half of each of
      such shares were converted, the remaining shares would not become
      convertible until the fourth anniversary of the Original Issuance Date, at
      which time one-half of such shares would become convertible, and the
      balance of such shares would become convertible on the fifth anniversary
      of the Original Issuance Date. The portion of the shares of Series B
      Preferred Stock which has become
<PAGE>   19
      convertible and has not been converted is referred to herein as the
      "Eligible Preferred Stock."

            (b) The number of shares of Common Stock into which the Eligible
      Preferred Stock shall be convertible pursuant to Paragraph 3(a) shall be
      calculated at the time of conversion (the "Conversion Rate") and shall be
      equal to the aggregate Liquidation Preference on the date of conversion
      for all shares of Eligible Preferred Stock to be converted plus all unpaid
      accrued dividends on such shares other than (i) Excepted Dividends (as
      defined below), and (ii) any interest accrued on such unpaid accrued
      dividends, divided by the Current Market Value (as defined below) of one
      share of Common Stock (the "Conversion Rate Calculation"); provided,
      however, that unless waived by the Corporation, the aggregate number of
      shares of Common Stock which may be issued upon conversion of all Eligible
      Preferred Stock may not exceed seven percent (7%) of the total number of
      shares of Common Stock outstanding after giving effect to such conversion
      (the "Conversion Cap"). As used herein, "Excepted Dividend" shall mean a
      dividend on the Common Stock which has been declared and the record date
      for which is a date which falls prior to the Conversion Time (as
      hereinafter defined) but the Dividend Payment Date for which is a date
      which falls after the Conversion Time. As used herein, "Current Market
      Value" shall mean the average of the daily closing prices of a share of
      Common Stock, ex dividend, reported as "New York Stock Exchange Composite
      Transactions" by The Wall Street Journal (Midwest Edition) during the
      twenty (20) consecutive trading days ending on the third trading day prior
      to the Conversion Time.

            (c) Each conversion of Eligible Preferred Stock shall be effected by
      the surrender of the certificate or certificates for the Series B
      Preferred Stock which includes the Eligible Preferred Stock to be
      converted at the principal office of the Corporation (or such other office
      or agency of the Corporation as the Corporation may designate by notice in
      writing to the holder or holders of the Series B Preferred Stock) at any
      time during its usual business hours together with written notice by the
      holder of such Eligible Preferred Stock stating that such holder desires
      to convert a stated number of the shares of Eligible Preferred Stock,
      represented by such certificate or certificates, which notice shall also
      specify the name or names (with addresses) and denomination in which the
      certificate or certificates for Common Stock shall be issued and shall
      include instructions for delivery thereof. Such conversion shall be deemed
      to have been effected as of 5:00 p.m. eastern standard time on the
      business day on which such certificate or certificates shall have been
      surrendered and such notice shall have been received by the Corporation,
      and at such time (the "Conversion Time"), the rights of the


                                       3
<PAGE>   20
      holder of such Eligible Preferred Stock (or specified portion thereof), as
      such holder, shall cease and the person or persons in whose name or names
      any certificate or certificates for shares of Common Stock are to be
      issued upon such conversion shall be deemed to have become the holder or
      holders of record of the shares of Common Stock represented thereby. For
      purposes of the preceding sentence, certificates surrendered to and
      notices received by the Corporation after 5:00 p.m. eastern standard time
      or on a day other than a business day shall be deemed to have been
      surrendered or received on the next succeeding business day. For purposes
      of this Paragraph, "business day" shall mean any day on which banks
      located in New York, New York are open for business.

            Notwithstanding the foregoing, the Corporation shall not be required
      to convert any shares of Eligible Preferred Stock while the stock transfer
      books of the Corporation are closed for any purpose; but the surrender of
      Eligible Preferred Stock for conversion during any period while such books
      are so closed shall occur immediately upon reopening of such books.
      Notwithstanding the foregoing, the Conversion Time and Conversion Rate
      shall be determined without regard to the closing of the transfer books.

            (d) As soon as possible after the Conversion Time (and in no event
      more than 15 days after the Conversion Time), the Corporation shall
      deliver to the converting holder, or, with respect to the certificate(s)
      specified in (i) below, as specified by such converting holder:

                  (i) a certificate or certificates representing the number of
            full shares of Common Stock issuable by reason of such conversion
            registered in such name or names and such denomination or
            denominations as the converting holder shall have specified;

                  (ii) the amount payable under Paragraph 3(e) hereof in lieu of
            any fractional share of Common Stock otherwise issuable by reason of
            such conversion; and

                  (iii) a certificate representing the aggregate number of
            shares of Series B Preferred Stock, if any, that shall have been
            represented by the certificate or certificates that shall have been
            delivered to the Corporation in connection with such conversion but
            that shall not have been converted.

            (e) If any fractional interest in a share of Common Stock would,
      except for the provisions of this Paragraph 3(e), be deliverable upon any
      conversion, the Corporation, in lieu of delivering the fractional share
      therefor, shall pay an amount equal to the Current Market Value of such


                                       4
<PAGE>   21
      fractional interest as of the Conversion Time. The determination of
      whether a fractional interest exists shall be made based on the aggregate
      number of shares of Common Stock to be issued to a single holder pursuant
      to conversions having the same Conversion Time.

            (f) If, during the twenty (20) consecutive trading day period used
      to calculate the Conversion Rate, the Corporation shall (i) pay a dividend
      on its Common Stock in shares of its Common Stock or effect a stock split
      of its Common Stock, or (ii) subdivide its outstanding shares of Common
      Stock into a smaller number of shares, the Conversion Rate Calculation
      shall be proportionately adjusted to account for the effect of such
      corporate action on the per share trading value of the Common Stock. Such
      adjustment shall be made successively whenever any event listed above
      shall occur.

            (g) Upon any conversion of shares of Series B Preferred Stock, the
      shares so converted shall have the status of authorized and unissued
      shares of Preferred Stock, unclassified as to series, and the number of
      shares of Preferred Stock which the Corporation shall have authority to
      issue shall not be decreased by the conversion of shares of Series B
      Preferred Stock. The Corporation shall at all times reserve and keep
      available, out of its authorized and unissued stock or stock held as
      treasury stock, solely for the purpose of effecting the conversion of the
      Series B Preferred Stock, such number of shares of its Common Stock as
      shall from time to time be sufficient to effect the conversion of all
      shares of Eligible Preferred Stock from time to time outstanding, subject
      to the Conversion Cap set forth in Paragraph 3(b) hereof. The Corporation
      shall from time to time, in accordance with the laws of the State of
      Delaware, increase the authorized number of shares of its Common Stock if
      at any time the number of shares of its Common Stock not outstanding shall
      not be sufficient to permit the conversion of all the then outstanding
      Eligible Preferred Stock.

            (h) The Corporation will pay any and all issue or other taxes that
      may be payable in respect of any issue or delivery of shares of Common
      Stock on conversion of Series B Preferred Stock pursuant hereto. The
      Corporation shall not, however, be required to pay any tax which may be
      payable in respect of any transfer involved in the issue or delivery of
      Common Stock in a name other than that in which the Series B Preferred
      Stock so converted was registered, and no such issue or delivery shall be
      made unless and until the person requesting such issue has paid to the
      Corporation the amount of such tax, or has established, to the
      satisfaction of the Corporation, that such tax has been paid.


                                       5
<PAGE>   22
      4.    REDEMPTION.

            (a) TIMING AND PRICE. The Series B Preferred Stock may be redeemed
      in whole or in part by the Corporation, at its option, at any time and
      from time to time after the fifth anniversary of the Original Issuance
      Date, at a redemption price, payable in cash, equal to the Liquidation
      Preference thereof as of the date fixed for redemption, plus all unpaid
      accrued dividends thereon and any interest accrued on such dividends (the
      "Redemption Price").

            (b) NOTICE. If, pursuant to Paragraph 4(a) hereof, the Corporation
      shall determine to redeem any shares of Series B Preferred Stock, notice
      thereof (a "Redemption Notice") shall be sent at least ninety (90) days
      prior to the date fixed for redemption (the "Redemption Date") to each
      holder of record by registered or certified mail, postage prepaid,
      addressed to such holder at such holder's address appearing on the books
      of the Corporation. Each Redemption Notice shall (i) state that the
      Corporation has elected to redeem such shares, (ii) state the Redemption
      Date, and (iii) call upon such holder to surrender to the Corporation on
      or after the Redemption Date, at the place designated in such notice, the
      certificate or certificates representing at least the number of shares to
      be redeemed in accordance with such notice. During such 90-day period, the
      rights of a holder of Series B Preferred Stock under Paragraph 3 shall not
      be affected.

            If less than all of the outstanding shares of Series B Preferred
      Stock are to be redeemed, the shares shall be redeemed pro rata (in
      accordance with the number of shares of Series B Preferred Stock then
      owned by each holder), and the Corporation shall issue and deliver to each
      holder a new certificate of the same series in the amount of the
      unredeemed shares owned by such holder, which new certificate shall
      evidence and represent the unredeemed portion of the shares evidenced by
      the certificate so surrendered, and shall entitle the holder thereof to
      the rights of the shares of Series B Preferred Stock represented thereby,
      to the same extent as if the certificate theretofore covering such
      unredeemed shares had not been surrendered for partial redemption.

            (c) SURRENDER OF CERTIFICATES. In order for a holder of Series B
      Preferred Stock to receive the Redemption Price for the shares of Series B
      Preferred Stock to be redeemed, such holder shall present and surrender
      the certificate or certificates for such shares to the Corporation. The
      Redemption Price of such shares shall be paid to, or to the order of, the
      person whose name appears on such certificate or certificates as the owner
      thereof on the later to occur of (i) the Redemption Date, or (ii) the date
      on which such certificate or certificates are surrendered to the


                                       6
<PAGE>   23
      Corporation.

            (d) EFFECT OF REDEMPTION. From and after the Redemption Date, unless
      the Corporation shall have defaulted in the payment of the Redemption
      Price, all dividends on the Series B Preferred Stock designated for
      redemption shall cease to accrue, and all rights of the holders thereof as
      holders of Series B Preferred Stock designated for redemption (except the
      right to receive the Redemption Price), shall cease and terminate. Any
      shares of Series B Preferred Stock redeemed by the Corporation shall have
      the status of authorized and unissued shares of Preferred Stock,
      unclassified as to series, and the number of shares of Preferred Stock
      which the Corporation shall have authority to issue shall not be decreased
      by the redemption of shares of Series B Preferred Stock.

            (e) TRANSFER BOOKS. In order to facilitate the redemption of any
      shares of Series B Preferred Stock, the Board of Directors of the
      Corporation is authorized to cause the transfer books for the Series B
      Preferred Stock to be closed as to the shares to be redeemed.

      5. LIQUIDATION OR DISSOLUTION. Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Series B Preferred Stock shall be entitled to receive an amount equal to the
Liquidation Preference (as hereinafter defined) for each share of Series B
Preferred Stock, plus any accrued but unpaid dividends thereon to the date of
final distribution, before any payment shall be made on the Common Stock or on
any other class of stock ranking junior to the Series B Preferred Stock with
respect to distributions upon liquidation or winding up of the Corporation. As
used herein, "Liquidation Preference" means $100.00 per share of Series B
Preferred Stock; provided, however, that if, pursuant to Section  2.1 of that
certain Agreement and Plan of Merger dated as of July 23, 1998 among the
Corporation, EI Acquisition Corp., EVAP, Inc., and Paul S. Wilhide (the "Merger
Agreement"), the holders of Series B Preferred Stock are entitled to an Earn-Out
Amount (as defined in the Merger Agreement), then the amount of the Liquidation
Preference for each share of Series B Preferred Stock shall be increased,
effective as of April 1 of the year following the calendar year for which such
Earn-Out Amount was earned (the "Effective Date"), by an amount equal to (a)
that portion of the Earn-Out Amount to be paid through an increase in the
liquidation preference of the Series B Preferred Stock, divided by (b) the
number of shares of Series B Preferred Stock issued and outstanding on the
relevant Effective Date. In the event the assets of the Corporation available
for distribution to the holders of the Series B Preferred Stock upon any
dissolution, liquidation or winding up of the Corporation shall be insufficient
to pay in full all amounts to which such holders are entitled pursuant to this
Paragraph 5, each such holder shall be


                                       7
<PAGE>   24
entitled to receive a proportionate share of such assets on account of the
Series B Preferred Stock, ratably, in proportion to the full distributable
amounts to which holders of Series B Preferred Stock are respectively entitled
upon such dissolution, liquidation or winding up. After the payment to the
holders of shares of Series B Preferred Stock of the full preferential amounts
provided for in this Paragraph 5, the holders of Series B Preferred Stock as
such shall have no right or claim to any of the remaining assets of the
Corporation, if any.

      Whenever the amount of the Liquidation Preference for each share of Series
B Preferred Stock shall be increased in accordance with the preceding paragraph,
the Corporation shall forthwith (i) file with the transfer agent for the Series
B Preferred Stock a statement describing the increase in the Liquidation
Preference, including the calculation used to determine the amount of such
increase, and (ii) cause a copy of such statement to be mailed to the holders of
record of the Series B Preferred Stock.

      6. TRANSFERABILITY. None of the shares of Series B Preferred Stock shall
be subject to sale, transfer, conveyance, assignment, pledge or other alienation
by the holder thereof other than (i) a transfer made in connection with a
conversion or redemption under Paragraph 3 or 4 or (ii) a transfer occurring by
operation of law upon the death of the holder thereof, provided that such
transfer is not to a competitor of the Corporation.

      7. VOTING RIGHTS. Except as otherwise required by the Delaware General
Corporation Law, the holders of Series B Preferred Stock shall have no right to
vote.


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