EXHIBIT 3 (iv)
CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
Pursuant to the provisions of Section 14A:7-2(2) of the New Jersey Business Corporation Act ("NJBCA"), the
undersigned Corporation executes the following Certificate of Amendment to its Restated Certificate of
1. The name of the Corporation (hereinafter called the "Corporation") is "Ingersoll-Rand Company".
2. The following resolution has been adopted by the Board of Directors of the Corporation (hereinafter called the
"Board of Directors"), as required by Subsection 14A:7- 2(3) of the NJBCA.
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation in
accordance with the provisions of the Restated Certificate of Incorporation, the Board of Directors hereby
amends and restates in their entirety the designation and number, relative rights, preferences and limitation of the
Series A Preference Stock of the Corporation as follows:
(1) Designation and Amount. The shares of such series shall be designated as "Series A Preference
Stock" (hereinafter referred to as "Series A Preference Stock") and the number of shares constituting the Series
A Preference Stock shall be 600,000. 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 Preference
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 Preference Stock.
(2) Dividends and Distributions.
(a) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (the
"Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preference Stock with
respect to dividend