[Conformed Copy]
WARNER-LAMBERT COMPANY
(a Delaware Corporation)
__________
Restated
Certificate of Incorporation
Filed November 10, 1972
RESTATED
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
Warner-Lambert Company was originally incorporated under the
name of William R. Warner & Co., Inc. The original Certificate of
Incorporation was filed with the Secretary of State on November 8,
1920.
The following Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with the provisions
of Section 245 of the General Corporation Law of the State of
Delaware, as amended, and only restates and integrates and does not
further amend the provisions of Warner-Lambert's Certificate of
Incorporation as heretofore amended or supplemented and no
discrepancy exists between those provisions and the provisions of
this restated certificate.
FIRST: The name of this Corporation is Warner-Lambert
Company.
SECOND: The principal office of the Corporation in the State
of Delaware is located at No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name and address of its
resident agent is the Corporation Trust Company, No. 100 West Tenth
Street, Wilmington, Delaware.
THIRD: The nature of the business of the Corporation and the
objects or purposes proposed to be transacted, promoted or carried
on by it are as follows:
(a) To prepare, compound, manufacture, buy, sell,
import, export and generally deal in and with drugs,
medicines, proprietary articles, chewing gum, mints,
confectioneries, druggist sundries, tinctures, chemical,
pomades, ointments, liniments, lotions, toilet articles,
perfumeries, cosmetics, soaps, essences, surgical apparatus,
physicians' and hospital supplies and specialties, and all
kinds of pharmaceutical, perfumery, toilet and medicinal
preparations and materials, and materials commonly known as
plastics, and to conduct and carry on, in all its branches,
the business of chemists, druggists, and manufacturers and
dealers in medicinal, chemical, perfumery, toilet, and
pharmaceutical and other compounds, preparations and
materials, and materials commonly known as plastics.
(b) To build, erect, construct, purchase, lease or
otherwise acquire, own, use, provide, maintain, establish,
lease and hold factories, warehouses, agencies, buildings,
structures, offices, works, mills, plants, foundries, shops,
repair-shops, and work-shops, with suitable plant engines,
boilers, machinery, tracks and equipment, and all things of
whatsoever kind and nature suitable, necessary, useful or
convenient in connection with any or all of the purposes of
the Corporation or its business.
(c) To apply for, obtain, register, purchase, lease or
otherwise acquire and to hold, own, use, operate and
introduce, and to sell, assign, lease, pledge or otherwise
dispose of any and all letters patent, patent rights,
licenses, privileges, copyrights, trade-marks, trade names, of
the United States or of any foreign country, and any and all
inventions, improvements and processes, labels, designs,
brands and blends, relating to or suitable, necessary, useful
or convenient in connection with the purposes of the
Corporations or its business, and to use, exercise, develop
and grant licenses in respect of, sell, traffic in an exchange
the same to the use and account of the Corporation.
(d) To purchase, lease or otherwise acquire, upon such
terms and conditions and in such manner as the Board of
Directors of the Corporation shall determine or agree to, all
or any part of the property, real or personal, tangible or
intangible, of any nature whatsoever, including the good will,
plant, materials in process and rights of all kinds, of any
other corporation, domestic or foreign, or of any person, firm
or association, engaged in or formed for the purpose of
carrying on or conducting any business or for any purpose or
purposes similar to the business or to any purpose or purposes
of the Corporation, which may be suitable, necessary, useful
or convenient to carry out the purpose of the Corporation or
its business, and to pay for the same in case, shares of
stock, certificates of interest in shares of stock, bonds,
notes, debentures, or other securities, obligations or
evidences of indebtedness of the Corporation, or partly in
cash or partly in such shares of stock certificates of
interest in shares of stock bonds, notes, debentures or other
securities, obligations or evidences of indebtedness, or in
such manner as may be agreed, and to hold, possess and improve
the same or any part thereof, and to assume in connections
with the acquisition of the same or any part thereof, any
liabilities of any such corporation, person, firm or
association , and to use in any legal manner the whole or any
part of the property so acquired and to pledge, mortgage, sell
or otherwise dispose of the same, or any part thereof, all in
the manner and to the extent now or hereafter authorized or
permitted by law.
(e) In the manner and to the extent, now or hereafter
authorized or permitted by law, to subscribe for, purchase or
otherwise acquire, whether in exchange for the issuance of its
own shares of stock, certificates of interest in shares of
stock, bonds, notes, debentures or other securities,
obligations or evidences of indebtedness or otherwise, and to
own, hold, vote, mortgage, pledge, sell, assign, transfer or
otherwise use or dispose of and to possess and exercise all of
the rights, powers and privileges of ownership in, the shares
of stock, certificates of interest in shares of stock, bonds,
notes, debentures and other securities, obligations, or
evidences of indebtedness of any person, firm, corporation or
association, domestic or foreign, and also to purchase or
otherwise acquire, own, hold, sell, assign, transfer,
mortgage, pledge or otherwise use or dispose of the shares of
stock, certificates of interest in shares of stock, bonds,
notes, debentures, and other securities, obligations or
evidences of indebtedness of the Corporation.
(f) To guarantee the performance of any contract by, or
the payment of dividends upon any shares of stock,
certificates of interest in shares of stock of, any other
person, firm, corporation or association, domestic or foreign,
any bonds, notes, debentures or other securities, obligations
or evidences of indebtedness of which, or shares of stock, or
certificates of interest in shares of stock in which, are held
by or for the Corporations, or in the welfare of which the
Corporation shall have any interest or which is affiliated in
business with the Corporation through the use of joint
laboratories, or through contractual arrangements or
agreements respecting the sale and distribution of the
Corporation's products and particularly any corporation or
corporations which may be appointed the distributors of the
Corporation's products, and to endorse or otherwise guarantee
or to become surety in respect to the payment of the principal
and interest of any bonds, notes, debentures or other
securities, obligations or evidences of indebtedness created
or issued by any such person, firm, corporations or
associations, to guarantee the bank loans of any such person,
firm, corporations or association, to guarantee the bank loans
of any such person, firm, corporation or association, to aid
in any lawful manner, and improve and develop, directly or
indirectly, the properties, real and personal, tangible and
intangible, of any such person, firm, corporation, or
association, and to do any acts or things designed to protect,
preserve, improve or enhance the value of any such bonds,
notes, debentures or other securities, obligations or
evidences of indebtedness or such shares of stock, or
certificates of interest in shares of stock, or other property
or any interest of the Corporation.
(g) To borrow money, and, from time to time, to make,
accept and endorse, execute and issue bonds, notes, debentures
or other securities, obligations and evidences of indebtedness
of the Corporation for moneys borrowed or in payment for
property acquired or for any of the other purposes of the
Corporation or its business, and, in the manner, and to the
extent, now or hereafter authorized or permitted by law, to
secure the payment of any such bonds, notes, debentures, or
other securities, obligations and evidences of indebtedness by
mortgage, pledge, deed, indenture or other instrument of
trust, or by other lien upon, assignment of, or agreement in
regard to, all or any part of the property, real or personal,
rights, privileges or franchises of the Corporation, whether
now owned or hereafter acquired, and to provide that such
bonds, notes, debentures or other securities, obligations or
evidences of indebtedness shall be convertible into or
exchangeable for stock or certificates of interest in shares
of stock of the Corporation upon such terms and conditions as
the Board of Directors shall determine and cause to be
specified therein.
(h) To have one or more offices and to carry on its
operations and transact and conduct its business within and
without the State of Delaware, and without restriction or
limit as to amount, to purchase, exchange, lease or otherwise
acquire, hold, own, occupy, use and develop, lease, mortgage,
sell, convey, or otherwise dispose of, and generally to trade
with and deal in, all property real and personal, of every
kind, nature and description and all rights, including rights
of way, easements and water rights, of every kind, nature and
description, necessary for the purposes of business of the
Corporation, in any of the States, Districts, Territories or
dependencies of the United States and in any and all foreign
countries, subject always to the laws of such States,
Districts, Territories, dependencies or foreign countries.
(i) In general to do any or all of the things
hereinbefore set forth, and such other things as are necessary
to the purposes of the Corporation and its business as
principal, factor, agent, contractor or otherwise, either
alone or in conjunction as principal, factor, agent,
contractor or otherwise, either alone or in conjunction with
any person, firm, corporation or association, and in carrying
on its business and for the purpose of attaining or furthering
any of its objects, to make and perform contracts and to do
all such acts and things and to exercise any and all such
powers to the same extent as a natural person might or could
do, all int he manner and to the extent, now or hereafter
authorized or permitted by law.
(j) To manufacture, purchase or otherwise acquire, own,
mortgage, pledge, sell, assign and transfer, or otherwise
dispose of, to invest, trade, deal in and deal with, goods,
wares and merchandise and real and personal property of every
class and description.
(k) In general, to carry on any other business in
connection with the foregoing, whether manufacturing or
otherwise, and to have and exercise all the powers conferred
by the laws of Delaware upon corporations formed under the act
pursuant to and under which the Corporation is formed, and to
do any or all of the things hereinbefore set forth to the same
extent as natural persons might or could do.
(l) The foregoing clauses shall be construed as both
purposes and powers and the matters expressed in any clause
shall be in no wise restricted by restricted by reference to,
or inference from, the terms of any other clause, but shall be
regarded as independent purposes and powers, and the
enumeration of specific purposes and powers shall not be
construed to restrict or limit in any manner the general terms
and powers of the Corporation, nor shall the expression of one
thing be deemed to exclude another, although it be of like
nature, not expressed.
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is Fifty-five
Million (55,000,000) shares consisting of Fifty Million
(50,000,000) shares of Common Stock of the par value of One Dollar
($1) per share (hereinafter called the "Common Stock") and Five
Million (5,000,000) shares of Preferred Stock of the par value of
One Dollar ($1) per share (hereinafter called the "Preferred
Stock").
A statement of the designations, powers, preferences and
rights, and the qualifications, limitations or restrictions
thereof, in respect of the Preferred Stock and the Common Stock, is
as follows:
DIVISION A - PREFERRED STOCK
1. Series. (a) The Preferred Stock may be issued from time
to time in one or more series as herein provided. Each such series
shall be designated so as to distinguish the shares thereof from
the shares of all other series and shall have such voting powers,
full, special or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
Certificate of Incorporation or any amendment thereto or in the
resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of the Certificate of Incorporation.
The shares of Preferred Stock of all series shall be of equal rank
and all shares of any particular series of the Preferred Stock
shall be identical, except that, if the dividends thereon are
cumulative, the date or dates from which they shall be cumulative
may differ. The terms of any series of Preferred Stock may vary
from the terms of any other series of Preferred Stock to the full
extent now or hereafter permitted by the laws of the State of
Delaware, and the terms of each series shall be fixed, prior to the
issuance thereof, in the manner provided in subparagraph (b) of
this Paragraph 1. Without limiting the generality of the
foregoing, shares of Preferred Stock of different series may,
subject to any applicable provisions of law, vary in respect of the
following terms:
(i) the distinctive designation of such series and the
number of shares of such series;
(ii) the rate or rates at which shares of such series
shall be entitled to receive dividends, the conditions upon,
and the times of payment of, such dividends, the relationship
and preference, if any, of such dividends to dividends payable
on shares of any other class or classes of stock, and whether
such dividends shall be cumulative or non-cumulative, and, if
cumulative, the date or dates from which such dividends shall
be cumulative;
(iii) if shares of such series are subject to
redemption, the time or times and the price or prices at
which, and the terms and conditions on which, such shares
shall be redeemable;
(iv) the preference of the shares of such series over
shares of junior stock (as hereinafter defined) as to both
dividends and assets in the event of any voluntary or
involuntary liquidation or dissolution or winding up or
distribution of assets of the Corporation;
(v) the obligation, if any, of the Corporation to
purchase, redeem or retire shares of such series and/or to
maintain a fund for such purpose, and the amount or amounts to
be payable from time to time for such purpose or into such
fund, the number of shares to be purchased, redeemed or
retired and the other terms and conditions of any such
obligation;
(vi) the voting rights, if any, full, special or
limited, to be given the shares of such series, including
without limiting the generality of the foregoing, the right,
if any, as a series or in conjunction with other series or
classes, to elect one or more members of the Board of
Directors either generally or at certain times or under
certain circumstances, and restrictions, if any, on particular
corporate acts without a specified vote or consent of holders
of such shares (such as, among others, restrictions on
modifying the terms of such series of the Preferred Stock,
authorizing or issuing additional shares of Preferred Stock or
creating any class of stock ranking prior to or on a parity
with the Preferred stock as to dividends or assets);
(vii) the right, if any, to exchange or convert the
shares of such series into 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,and if so convertible
or exchangeable, the conversion price or prices, or the rates
of exchange, and the adjustments, if any, at which such
conversion or exchange may be made; and
(viii) any other preferences, and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof.
The term "junior stock" as used in this Article FOURTH with respect
to the Preferred Stock means the Common Stock, as well as any other
class of stock of the Corporation at any time ranking junior to the
Preferred Stock as to dividends or assets.
(b) Authority is hereby expressly granted to and vested in
the Board of Directors at any time or from time to time to issue
the Preferred Stock as Preferred Stock of any series and, in
connection with the creation of each such series, so far as not
inconsistent with the provisions of this of Article FOURTH
applicable to all series of Preferred Stock, to fix, by resolution
or resolutions providing for the issue of shares thereof the
authorized number of shares of such series, which number may be
increased (unless otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by like action
of the Board of Directors, the voting powers of such series and the
designations, rights, preferences, and relative, participating,
optional or other special rights, and the qualifications,
limitations or restrictions thereof, of such series.
2. Dividends. The holders of Preferred stock of each series
shall be entitled to receive, but only when and as declared by the
Board of Directors, out of the assets of the Corporation legally
available for dividends, cash dividends at the rate for such
series, on such conditions and at such times as shall be fixed as
herein provided, before any sum or sums shall be set aside for or
applied to the purchase or redemption of Preferred Stock of any
series or the purchase, redemption or other acquisition for value
of any junior stock and before any dividend (other than a dividend
in shares of Common Stock) shall be paid or declared, or any other
distribution shall be ordered or made, upon any junior stock. All
dividends,declared upon the Preferred stock of the respective
series outstanding shall be declared pro rata so that the amounts
of dividends declared per share on the Preferred Stock of different
series shall in all cases bear to each other the same ratio that
the respective dividend rights per share of such respective series
bear to each other.
3. Preference on Liquidation. (a) In the event of any
voluntary or involuntary liquidation or dissolution or winding up
of the Corporation, the Preferred Stock of all series shall be
preferred over all junior stocks as to both dividends and assets
and the holders of Preferred Stock of each series shall be entitled
to receive, out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or
earnings, such amount as shall be fixed as herein provided, before
any distribution of such assets shall be made to the holders of
junior stocks; and in the event of any such distribution of assets,
the holders of the junior stocks shall be entitled, to the
exclusion of the holders of Preferred Stock of all series, to share
in all assets of the Corporation then remaining as hereinafter in
this Article FOURTH provided. If upon any voluntary or involuntary
liquidation or dissolution or winding up of the Corporation, the
amounts payable as aforesaid on or in respect of the Preferred
stock of all series are not paid in full, the holders of shares of
Preferred Stock of all series shall be entitled, to the exclusion
of holders of the junior stocks, to share ratably in any
distribution of assets according to the respective amounts which
would be payable in respect of the shares held by them,
respectively, upon such distribution if all amounts payable on or
in respect of the Preferred Stock of all series were paid in full.
(b) A merger or consolidation of the Corporation with or into
any other corporation or a sale or conveyance of all or any part of
the assets of the Corporation (which shall not in fact result in
the liquidation of the Corporation and the distribution of assets
to stockholders) shall not be deemed to be a voluntary or
involuntary liquidation or dissolution or winding up of the
Corporation within the meaning of this Paragraph 3.
4. Redemption and Purchase. The Preferred Stock of all
series, or of any series thereof, at any time outstanding, may be
redeemed by the Corporation, at its election expressed by
resolution of the Board of Directors, subject to any limitation
contained in the resolution or resolutions providing for the issue
of Preferred Stock of such series adopted by the Board of Directors
as herein provided, at any time or from time to time, upon not less
than thirty (30) days' previous notice in writing to the holders of
record of the Preferred Stock to be redeemed, given by mail in such
manner as may be prescribed by resolution or resolutions of the
Board of Directors, at the then applicable redemption price fixed
as herein provided; provided, however, that Preferred Stock of any
series may be redeemed only after dividends upon the Preferred
Stock of all series then outstanding, at the rate for each such
series and on such conditions as shall have been fixed as herein
provided, shall have been paid, or declared and set aside for
payment. If less than all the Preferred Stock of any series at the
time outstanding is to be redeemed, the redemption may be made
either by lot or pro rata in such manner as may be prescribed by
resolution of the Board of Directors. From and after the date
fixed in any such notice as the date or redemption (unless default
shall be made by the Corporation in providing moneys for the
payment of the redemption price pursuant to such notice), or, if
the Corporation shall so elect, from and after a date (hereinafter
called the "date of deposit" and which shall be prior to the date
fixed as the date of redemption) on which the Corporation shall
provide moneys for the payment of the redemption price by
depositing the amount thereof for the account of the holders of
Preferred Stock entitled thereto with a bank or trust company doing
business in the Borough of Manhattan, in the City of New York, and
having capital and surplus of at least Five Million Dollars
($5,000,000) pursuant to notice of such election included in the
notice of redemption specifying the date on which such deposit will
be made, all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders
thereof as stockholders of the Corporation, except the right to
receive the redemption price as hereinafter provided and, in the
case of such deposit, any conversion or exchange rights not
theretofore expired, shall cease and terminate. Such conversion or
exchange rights, however, shall cease and terminate upon the date
fixed for redemption or upon any earlier date fixed in the
resolution or resolutions providing for the issue of Preferred
Stock of such series adopted by the Board of Directors as herein
provided. After the deposit of such amount with such bank or
trust company, the respective holders of record of the Preferred
Stock to be redeemed shall be entitled to receive the redemption
price at any time upon surrender to such bank or trust company of
the certificates for the shares to be redeemed. Any moneys so
deposited which shall remain unclaimed by the holders of such
Preferred Stock at the end of six (6) years after the redemption
date, together with any interest thereon which shall be allowed by
the bank or trust company with which the deposit shall have been
made, shall be paid by such bank or trust company to the
Corporation.
The Corporation shall also have power, at any time or from
time to time, to purchase, either at public or private sale or
pursuant to any sinking fund or agreement, the whole or any part of
the Preferred Stock or of any series thereof upon the best terms
believed reasonably obtainable or provided for in any such sinking
fund or agreement, but in no event at a price in respect of any
shares of Preferred Stock greater than the redemption price
thereof. Any redemption or purchase of Preferred Stock may be
effected by payment out of the net profits or surplus of the
Corporation or by the application of capital, all to the extent and
in the manner at the time permitted by the laws of Delaware, except
that no redemption or purchase of less than all the Preferred Stock
may be effected by the Corporation at any time when dividends on
the Preferred Stock are in arrears.
Subject to such limitations, if any, as may be provided in the
resolution or resolutions providing for the issue of Preferred
Stock of any series adopted by the Board of Directors as herein
provided, shares of Preferred Stock purchased, redeemed or
otherwise acquired by the Corporation (excepting shares of such
Stock acquired on the conversion or exchange thereof into or for
other shares of the Corporation) (a) shall, upon the filing by the
Corporation of a certificate pursuant to Delaware law reducing its
capital in respect of such shares, have the status of authorized
and unissued shares of Preferred Stock and may be reissued by the
Corporation at any time as shares of any series of Preferred Stock
and (b) shall, unless and until a certificate with respect thereto
is filed as aforesaid, constitute treasury stock; and shares of
Preferred Stock acquired on the conversion or exchange thereof into
or for other shares of the Corporation shall, after such conversion
or exchange, have the status of authorized and unissued shares of
Preferred Stock and may be reissued by the Corporation at any time
as shares of any series of Preferred Stock.
5. Voting Rights. The holders of the Preferred Stock shall
have no voting rights of any kind except as required by law and
except for such voting rights, if any, full, special or limited, as
may be given to shares of any one or more series of Preferred Stock
in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors as herein provided.
DIVISION B - COMMON STOCK
1. Dividend Rights. After full cumulative dividends on the
Preferred Stock shall have been paid or declared and set apart for
payment in accordance with Paragraph 2 of Division A above for all
past dividend periods and the then current dividend period, then
out of any funds lawfully available therefor under the laws of the
State of Delaware, dividends may be paid upon the Common Stock and
upon any other junior shares, to the exclusion of the Preferred
Stock, if, when and as declared by the Board of Directors in its
discretion, and any junior shares may be purchased, redeemed or
otherwise acquired by the Corporation.
2. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction of
its capital, resulting in a distribution of its assets to its
stockholders, whether voluntary or involuntary, after there shall
have been paid or set apart for the holders of Preferred Stock the
full preferential amounts to which they are respectively entitled
under the provisions of Paragraph 3 of Division A above, the
holders of the Common Stock shall be entitled to receive as a
class, pro rata, to the exclusion of the Preferred Stock, the
remaining assets of the Corporation available for distribution to
its stockholders.
3. Voting Power. The holders of the Common Stock shall,
subject to the provision of the By-laws of the Corporation and of
the statutes of the State of Delaware relating to the fixing of a
record date, be entitled to one vote for each share of Common Stock
held by them respectively, for the election of Directors and for
all other purposes.
DIVISION C - GENERAL PROVISIONS
1. No Preemptive Rights. Unless expressly conferred by the
terms of this Certificate of Incorporation, as amended from time to
time, or by the terms of a valid agreement to which the Corporation
is a party, or by the terms of the securities issued by the
Corporation, no holder of stock, or of rights or options to
purchase stock, of the Corporation of any class, as such, shall
have any preemptive or preferential right of subscription to any
shares of stock, or rights or options to purchase stock, of the
Corporation of any class whether now or hereafter authorized, or to
any obligations convertible into stock, or into rights or options
to purchase stock, of the Corporation (including any notes, bonds
or other evidences of indebtedness to which are attached or with
which are issued warrants or other rights to purchase any stock of
the Corporation), issued or sold, or any right of subscription to
any thereof other than such, if any, as the Board of Directors in
its discretion may from time to time fix pursuant to the authority
conferred by this Certificate of Incorporation. Shares of stock,
rights or options to purchase stock, or obligations convertible
into stock or into rights or options to purchase stock, of the
Corporation may from time to time be issued and sold to such
parties, whether stockholders or others, as the Board of Directors
in its sole discretion may determine.
FIFTH: The minimum amount of capital with which the
Corporation shall commence business is $1,000.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not
be subject to the payment of corporate debts to any extent
whatever.
EIGHTH: The number of directors which shall constitute the
whole Board 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, provided, however, that initially such number shall be
sixteen, and provided further, that in no case shall such number be
less than seven. Vacancies in the Board of Directors, whether
created by an increase in the number of Directors or otherwise,
shall be filled in the manner provided in the By-laws.
NINTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors shall, subject to the
laws of the State of Delaware, have the following powers:
(a) To make, alter, amend and repeal the By-laws of the
Corporation, and to set apart out of any funds of the
Corporation available for dividends a reserve or reserves for
working capital or any other proper purpose, and to abolish
any such reserve in the manner in which it was created.
(b) To appoint from among their number an Executive
Committee of five or more, which Committee, to the extent and
in the manner provided in the By-laws of the Corporation,
shall have any may exercise all the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, during the intervals between the meetings of the
Board of Directors.
(c) From time to time, to determine whether and to what
extent, and at what time and places, and under what conditions
and regulations, the accounts and books of the Corporation
(other than the stock ledger) or any of them, shall be open to
the inspection of stockholders, and no stockholder shall have
any right to inspect any book or account or document of the
Corporation, except as conferred by the laws of the State of
Delaware or authorized by a resolution of the stockholders or
directors.
(d) To appoint one or more Vice-Presidents, one or more
Assistant Treasurers, and one or more Assistant Secretaries,
and to provide that the persons so appointed shall have and
may exercise any of the powers of the President, of the
Treasurer, and of the Secretary, respectively.
TENTH: All meetings of stockholders and directors may be held
either within or without the State of Delaware, and the Corporation
may have one or more offices and may keep the books of the
Corporation (except such books as are required by law to be kept at
the office of the Corporation in the State of Delaware) outside of
the State of Delaware, and at any such place or places, as may from
time to time be designated by the Board of Directors.
ELEVENTH: No contract or other transaction between the
Corporation and any other corporation shall be affected or
invalidated by reason of the fact that any one or more of the
directors or officers of the Corporation is or are interested in,
or is a director or officer or are directors or officers of, such
other corporation; and any director or directors or officer or
officers, individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of the
Corporation or in which the Corporation is interested and no
contract,act or transaction of the Corporation with any person or
persons, firm, association or corporation, shall be affected or
invalidated by reason of the fact that any director or directors or
officer or officers of the Corporation is a party or are parties
to, or interested in, such contract, act or transaction, or in any
way connected with such person or persons, firm, association or
corporation, and each and every person who may become a director or
officer of the Corporation is hereby relieved from any liability
that might otherwise exist from thus contracting with the
Corporation for the benefit of himself or any firm, association or
corporation in which he may be in anywise interested.
TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision herein contained in the manner now
or hereafter authorized or permitted by law, and all rights
conferred upon stockholders are subject to this provision.
IN WITNESS WHEREOF, I FRANK MARKOE, JR. have made this
certificate under the seal of said WARNER-LAMBERT COMPANY and have
signed the same as Senior Vice President thereof this seventh day
of November, 1972.
[CORPORATE SEAL]
FRANK MARKOE, JR.
Frank Markoe, Jr.
Senior Vice President
Attest: JOSEPH B. CAIN
Joseph B. Cain
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, FRANK MARKOE, JR., an Executive Vice
President of Warner-Lambert Company, a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter
generally referred to as the "Corporation"), does hereby certify
that the following amendment of the Certificate of Incorporation of
the Corporation, as heretofore amended, has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, said amendment being
effected by deleting the introductory paragraph of Article FOURTH
of said Certificate of Incorporation, as heretofore amended, and
substituting in lieu thereof a new introductory paragraph reading
as follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
One Hundred Fifty-Five Million (155,000,000) shares consisting
of One Hundred Fifty Million (150,000,000) shares of Common
Stock of the par value of One Dollar ($1) per share
(hereinafter called the 'Common Stock') and Five Million
(5,000,000) shares of Preferred Stock of the par value of One
Dollar ($1) per share (hereinafter called the 'Preferred
Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as
Executive Vice President thereof this 24th day of April, 1973.
FRANK MARKOE, JR.
Frank Markoe, Jr.
Executive Vice President
[Corporate Seal]
Attest: JOSEPH B. CAIN
Joseph B. Cain
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Robert J. Dircks, Executive Vice President
and Chief Financial Officer of Warner-Lambert Company, a
corporation duly organized and existing under the laws of the State
of Delaware (hereinafter generally referred to as the
"Corporation"), does hereby certify that the following amendment of
the Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by
(i) adding the following Article, which Article shall be and
read as follows:
"TWELFTH: No director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty by such director
as a director; provided, however, that this Article TWELFTH
shall not eliminate the liability of a director (unless
otherwise permitted by applicable law), (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. No
amendment to or repeal of this Article TWELFTH shall apply to
or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such
amendment or repeal."
and (ii) renumbering the current Article TWELFTH as Article
THIRTEENTH.
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Executive Vice President and Chief Financial Officer this 28th day
of April, 1987.
[Corporate Seal] ROBERT J. DIRCKS
Robert J. Dircks
Executive Vice President and
Chief Financial Officer
Attest Rae G. Paltiel
Rae G. Paltiel
Secretary
CERTIFICATE OF DESIGNATION
OF SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK SETTING
FORTH THE POWERS, PREFERENCES,
RIGHTS, QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS
OF SUCH SERIES OF
PREFERRED STOCK
of
WARNER-LAMBERT COMPANY
Pursuant to Section 151 of the General Corporation Law of the
State of Delaware, Warner-Lambert Company (the "Corporation"), a
corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of
Directors of the Corporation by Article FOURTH of the Restated
Certificate of Incorporation, as amended, of the Corporation (the
"Certificate of Incorporation"), the Board of Directors of the
Corporation on June 28, 1988, adopted the following resolution
creating a series of Preferred Stock designated as Series A
Participating Cumulative Preferred Stock:
RESOLVED FURTHER, that, pursuant to the authority vested in
the Board of Directors of the Corporation in accordance with the
provisions of the Certificate of Incorporation of the Corporation,
a series of Preferred Stock of the Corporation is hereby created
and that the designation and number of shares thereof and the
voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the
qualifications, limitations and restrictions thereof are as
follows:
Section 1. Designation and Number of Shares.
The shares of such series shall be designated as "Series
A Participating Cumulative Preferred Stock" (the "Series A
Preferred Stock"). The par value of each share of the Series A
Preferred Stock shall be $1. The number of shares initially
constituting the Series A Preferred Stock shall be 1,500,000;
provided, however, that, if more than a total of 1,500,000 shares
of Series A Preferred Stock shall be issuable upon the exercise of
Rights (the "Rights") issued pursuant to the Rights Agreement dated
as of June 28, 1988, between the Corporation and Morgan Shareholder
Services Trust Company, as Rights Agent (the "Rights Agreement"),
the Board of Directors of the Corporation, pursuant to Section
151(g) of the General Corporation Law of the State of Delaware,
shall direct by resolution or resolutions that a certificate be
properly executed, acknowledged, filed and recorded, in accordance
with the provisions of Section 103 thereof, providing for the total
number of shares of Series A Preferred Stock authorized to be
issued to be increased (to the extent that the Certificate of
Incorporation then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of
such Rights.
Section 2. Dividends or Distributions.
(a) Subject to the prior and superior rights of the
holders of shares of any other series of Preferred Stock or other
class of capital stock of the Corporation ranking prior and
superior to the shares of Series A Preferred Stock with respect to
dividends, the holders of shares of the Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board
of Directors, out of the assets of the Corporation legally
available therefore, (1) quarterly dividends payable in cash on the
10th day of March, June, September and December in each year, or
such other dates as the Board of Directors of the Corporation shall
approve (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 a fraction of
a share of Series A Preferred Stock, in the amount of $2.50 per
whole share (rounded to the nearest cent) less the amount of all
cash dividends declared on the Series A Preferred Stock pursuant to
the following clause (2) 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, and (2) dividends
payable in cash on the payment date for each cash dividend declared
on the Common Stock in an amount per whole share (rounded to the
nearest cent) equal to the Formula Number (as hereinafter defined)
then in effect times the cash dividends then to be paid on each
share of Common Stock. In addition, if the Corporation shall pay
any dividend or make any distribution on the Common Stock payable
in assets, securities or other forms of noncash consideration
(other than dividends or distributions solely in shares of Common
Stock), then, in each such case, the Corporation shall
simultaneously pay or make on each outstanding whole share of
Series A Preferred Stock a dividend or distribution in like kind
equal to the Formula Number then in effect times such dividend or
distribution on each share of the Common Stock. As used herein,
the "Formula Number" shall be 100; provided, however, that, if at
any time after June 28, 1988, the Corporation shall (i) declare or
pay any dividend on the Common Stock payable in shares of Common
Stock or make any distribution on the Common Stock in shares of
Common Stock, (ii) subdivide (by a stock split or otherwise) the
outstanding shares of Common Stock into a larger number of shares
of Common Stock or (iii) combine (by a reverse stock split or
otherwise) the outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then in each such event the
Formula Number shall be adjusted to a number determined by
multiplying the Formula Number in effect immediately prior to such
event by a fraction, the numerator of which is the number of shares
of Common Stock that are outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that are outstanding immediately prior to such event (and
rounding the result to the nearest whole number); and provided,
further, that, if at any time after June 28, 1988, the Corporation
shall issue any shares of its capital stock in a reclassification
or change of the outstanding shares of Common Stock (including any
such reclassification or change in connection with a merger in
which the Corporation is the surviving corporation), then in each
such event the Formula Number shall be appropriately adjusted to
reflect such reclassification or change.
(b) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in Section
2(a) immediately prior to or at the same time it declares a
dividend or distribution on the Common Stock (other than a dividend
or distribution solely in shares of Common Stock); provided,
however, that, in the event no dividend or distribution (other than
a dividend or distribution in shares of Common Stock) 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 $2.50 per share on the Series
A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date. The Board of Directors may fix a
record for the determination of holders of shares of Series A
Preferred Stock entitled to receive a dividend or distribution
declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on the Common
Stock.
(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from and after the
Quarterly Dividend Payment Date next preceding the date of original
issue of such shares of Series A Preferred Stock; provided,
however, that dividends on such shares which are originally issued
after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend
and on or prior to the next succeeding Quarterly Dividend Payment
Date shall begin to accrue and be cumulative from and after such
Quarterly Dividend Payment Date. Notwithstanding the foregoing,
dividends on shares of Series A Preferred Stock which are
originally issued prior to the record date for the first Quarterly
Dividend Payment shall be calculated as if cumulative from and
after the March 10, June 10, September 10 or December 10 (or such
other Quarterly Dividend Payment Dates as the Board of Directors of
the Corporation shall approve), as the case may be, next preceding
the date of original issuance of such shares. 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.
(d) So long as any shares of the Series A Preferred
Stock are outstanding, no dividends or other distributions shall be
declared, paid or distributed, or set aside for payment or
distribution, on the Common Stock unless, in each case, the
dividend required by this Section 2 to be declared on the Series A
Preferred Stock shall have been declared.
(e) The holders of the shares of Series A Preferred
Stock shall not be entitled to receive any dividends or other
distributions except as provided herein.
Section 3. Voting Rights.
The holders of shares of Series A Preferred Stock shall
have the following voting rights:
(a) Each holder of Series A Preferred Stock shall be
entitled to a number of votes equal to the Formula Number then in
effect, for each share of Series A Preferred Stock held of record
on each matter on which holders of the Common Stock or stockholders
generally are entitled to vote, multiplied by the maximum number of
votes per share which the holders of the Common Stock or
stockholders generally then have with respect to such matter.
(b) Except as otherwise provided herein or by applicable
law, the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one class
for the election of directors of the Corporation and on all other
matters submitted to a vote of stockholders of the Corporation.
(c) If, at the time of any annual meeting of
stockholders for the election of directors, the equivalent of six
quarterly dividends (whether or not consecutive) payable on any
share or shares of Series A Preferred Stock are in default, the
number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting
together with the holders of Common Stock for the election of other
directors of the Corporation, the holders of record of the Series
A Preferred Stock, voting separately as a class to the exclusion of
the holders of Common Stock, shall be entitled at said meeting of
stockholders (and at each subsequent annual meeting of
stockholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to vote for the
election of two directors of the Corporation, the holders of any
Series A Preferred Stock being entitled to cast a number of votes
per share of Series A Preferred Stock equal to the Formula Number.
Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who
shall have been so elected pursuant to the next preceding sentence
may be removed at any time, either with or without cause, only by
the affirmative vote of the holders of the shares of Series A
Preferred Stock at the time entitled to cast a majority of the
votes entitled to be cast for the election of any such director at
a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders.
If and when such default shall cease to exist, the holders of the
Series A Preferred Stock shall be divested of the foregoing special
voting rights, subject to revesting in the event of each and every
subsequent like default in payments of dividends. Upon the
termination of the foregoing special voting rights, the terms of
office of all persons who may have been elected directors pursuant
to said special voting rights shall forthwith terminate, and the
number of directors constituting the Board of Directors shall be
reduced by two. The voting rights granted by this Section 3(c)
shall be in addition to any other voting rights granted to the
holders of the Series A Preferred Stock in this Section 3.
(d) Except as provided herein, in Section 11 or by
applicable 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 authorizing or taking any
corporate action.
Section 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 on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration 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 on 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 on a parity (either
as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock; provided that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity 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) 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 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 the Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Liquidation Rights.
Upon the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, no distribution
shall be made (1) 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
an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, plus an amount equal to the greater of (x) $100 per whole
share or (y) an aggregate amount per share equal to the Formula
Number then in effect times the aggregate amount to be distributed
per share to holders of Common Stock, or (2) to the holders 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 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.
Section 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
stock or securities, cash or any other property, then in any such
case the then outstanding shares of Series A Preferred Stock shall
at the same time be similarly exchanged or changed into an amount
per share equal to the Formula Number then in effect times the
aggregate amount of stock, securities, cash or any other property
(payable in kind), as the case may be, into which or for which each
share of Common Stock is exchanged or changed.
Section 7. Redemption; No Sinking Fund.
(a) The shares of Series A Preferred Stock shall not be
subject to redemption by the Corporation or at the option of any
holder of Series A Preferred Stock; provided, however, that the
Corporation may purchase or otherwise acquire outstanding shares of
Series A Preferred Stock in the open market or by offer to any
holder or holders of shares of Series A Preferred Stock.
(b) The shares of Series A Preferred Stock shall not be
subject to or entitled to the operation of a retirement or sinking
fund.
Section 8. Ranking.
The Series A Preferred Stock shall rank junior to all
other series of Preferred Stock of the Corporation, unless the
Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and relative, participating, optional and
other special rights of the shares of such series and the
qualifications, limitations and restrictions thereof.
Section 9. Fractional Shares.
The Series A Preferred Stock shall be issuable upon
exercise of the Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is one one-
hundredth (1/100th) of a share or any integral multiple of such
fraction which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, exercise voting
rights, participate in distributions and to have the benefit of all
other rights of holders of Series A Preferred Stock. In lieu of
fractional shares, the Corporation, prior to the first issuance of
a share or a fraction of a share of Series A Preferred Stock, may
elect (1) to issue certificates evidencing such authorized fraction
of a share of Series A Preferred Stock or (2) to issue depository
receipts evidencing such authorized fraction of a share of Series
A Preferred Stock pursuant to an appropriate agreement between the
Corporation and a depository selected by the Corporation; provided
that such agreement shall provide that the holders of such
depository receipts shall have all the rights, privileges and
preferences to which they are entitled as holders of the Series A
Preferred Stock.
Section 10. Reacquired Shared.
Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock, without
designation as to series until such shares are once more designated
as part of a particular series by the Board of Directors pursuant
to the provisions of Article FOURTH of the Certificate of
Incorporation.
Section 11. Amendment.
None of the powers, preferences and relative,
participating, optional and other special rights of the Series A
Preferred Stock as provided herein or in the Certificate of
Incorporation shall be amended in any manner which would alter or
change the powers, preferences, rights or privileges of the holders
of Series A Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Series A Preferred Stock, voting as a
separate class; provided, however, that no such amendment approved
by the holders of at least 66-2/3% of the outstanding shares of
Series A Preferred Stock shall be deemed to apply to the powers,
preferences, rights or privileges of any holder of shares of Series
A Preferred Stock originally issued upon exercise of the Rights
after the time of such approval without the approval of such
holder.
IN WITNESS WHEREOF, Warner-Lambert Company has caused this
Certificate to be duly executed in its corporate name on this 28th
day of June 1988.
WARNER-LAMBERT COMPANY,
by /s/ Joseph D. Williams
Name: Joseph D. Williams
Title: Chairman of the Board
and Chief Executive
Officer
Attest:
/s/ Rae G. Paltiel
Name: Rae G. Paltiel
Title: Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Robert J. Dircks, Executive Vice President
and Chief Financial Officer of Warner-Lambert Company, a
corporation duly organized and existing under the laws of the State
of Delaware (hereinafter generally referred to as the
"Corporation"), does hereby certify that the following amendment of
the Restated Certificate of Incorporation of the Corporation, as
heretofore amended, has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware, said amendment being effected by deleting the
introductory paragraph of Article FOURTH and substituting in lieu
thereof a new introductory paragraph reading as follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
Three Hundred Five Million (305,000,000) shares consisting of
Three Hundred Million (300,000,000) shares of Common Stock of
the par value of One Dollar ($1) per share (hereinafter called
the 'Common Stock') and Five Million (5,000,000) shares of
Preferred Stock of the par value of One Dollar ($1) per share
(hereinafter called the 'Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Executive Vice President and Chief Financial Officer this 24th day
of April, 1990.
[Corporate Seal] Robert J. Dircks
Robert J. Dircks
Executive Vice President and
Chief Financial Officer
Attest Rae G. Paltiel
Rae G. Paltiel
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Ernest J. Larini, Vice President and Chief
Financial Officer of Warner-Lambert Company, a corporation duly
organized and existing under the laws of the State of Delaware
(hereinafter generally referred to as the "Corporation"), does
hereby certify that the following amendment of the Restated
Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by deleting the
introductory paragraph of Article FOURTH and substituting in lieu
thereof a new introductory paragraph reading as follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
Five Hundred Five Million (505,000,000) shares consisting of
Five Hundred Million (500,000,000) shares of Common Stock of
the par value of One Dollar ($1) per share (hereinafter called
the 'Common Stock') and Five Million (5,000,000) shares of
Preferred Stock of the par value of One Dollar ($1) per share
(hereinafter called the 'Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Vice President and Chief Financial Officer this 23rd day of April,
1996.
[Corporate Seal] Ernest J. Larini
Ernest J. Larini
Vice President and
Chief Financial Officer
Attest Rae G. Paltiel
Rae G. Paltiel
Secretary