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RESTATED CERTIFICATE OF INCORPORATION
Pursuant to Section 14A:9-5 of the New Jersey
Business Corporation Act
INGERSOLL-RAND COMPANY, a corporation organized and existing under the laws of the State of New
Jersey (hereinafter called the "Company") restates and integrates its certificate of incorporation to read in full as
herein set forth.
First. The name of the Company is INGERSOLL-RAND COMPANY.
Second. The address of the Company's current registered office is 28 West State Street, Trenton, New Jersey
08608, and the name of its current registered agent is The Corporation Trust Company.
Third. The Company may engage in any activity within the purposes for which corporations may be organized
under the New Jersey Business Corporation Act.
Fourth. The aggregate number of shares which the Company shall have authority to issue is 410,000,000,
consisting of 10,000,000 shares of Preference Stock, without nominal or par value (hereinafter referred to as
"Preference Stock"), and 400,000,000 shares of Common Stock, of the par value of $2 per share (hereinafter
referred to as "Common Stock").
The designations, preferences, voting powers and other special rights, qualifications, limitations and restrictions of
the Preference Stock and Common Stock of the Company are as follows:
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A. PREFERENCE STOCK:
(1) Manner of Issue; Series. The Board of Directors is empowered to cause the Preference Stock to be issued
from time to time as shares of one or more series of Preference Stock, and in the resolution or resolutions
providing for the issue of shares of each particular series, before issuance, the Board of Directors is expressly
authorized to fix:
(a) the distinctive designation of such series and the number of shares which shall constitute such series, which
number may be increased (except as otherwise provided by the Board of Directors in creating such series) or
decreased (but not