from 10-Q
1 page
Certificate of Amendment of Composite Amended and Restated Certificate of Incorporation of Vishay Intertechnology, Inc. Adopted in Accordance With the Provisions of Section 242 of the Delaware General Corporation Law It Is Hereby Certified That: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is Vishay Intertechnology, Inc. 2. the Composite Amended and Restated Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out the First Paragraph of Article Fourth Thereof and by Substituting in Lieu of Said Paragraph of Said Article the Following New Paragraph: "Fourth: Section 1. Classes and Number of Shares. the Total Number of Shares of All Classes of Stock Which the Corporation Shall Have Authority to Issue Is 91,000,000 Shares. the Classes and the Aggregate Number of Shares of Stock of Each Class Which the Corporation Shall Have Authority to Issue Are as Follows: (I) 75,000,000 Shares of Common Stock, $0.10 Par Value Per Share (Hereinafter the "Common Stock"); (II) 15,000,000 Shares of Class B Common Stock, $0.10 Par Value Per Share (Hereinafter the "Class B Stock"); and (III) 1,000,000 Shares of Preferred Stock, $1.00 Par Value Per Share, With Such Rights, Privileges, Restrictions and Preferences as the Board of Directors May Authorize From Time to Time (Hereinafter the "Preferred Stock")." <page> 3. the Amendment of the Composite Amended and Restated Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Signed and Attested to on May 22, 1997. /S/ Richard N. Grubb Name: Richard N. Grubb Title: Executive Vice President, Treasurer and Chief Financial Officer Attest: /S/ William J. Spires - Name: William J. Spires Title: Vice President and Secretary
