Exhibit A
FORM
OF
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INGERSOLL-RAND COMPANY
___________________
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 Incorporation.
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
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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 dividends, the holders of
shares of Series A Preference Stock, in
preference to the holders of Common Stock,
par value $2.00 per share of the
Corporation (the "Common Stock"), and of
any other stock of the Corporation ranking
junior to the Series A Preference 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
fifteenth day of January, April, July, and
October in each year (each such date being
referred to herein as a "Dividend Payment
Date"), commencing on the first Dividend
Payment Date after the first issuance of a
share or fraction of a share of Series A
Preference Stock, in an amount per share
(rounded to the nearest cent) equal to the
greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set
forth, 1000 times the aggregate per share
amount of all cash dividends, and 1000
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,
declared on the Common Stock since the im-
mediately preceding Dividend Payment Date
or, with respect to the first Dividend
Payment Date, since the first issuance of
any share or fraction of a share of Series
A Preference Stock. In the event the
Corporation shall at any time after
December 22, 1998, declare or pay any
dividend on the Common Stock payable in
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shares of Common Stock, or effect a
subdivision or combination or consolidation
of the outstanding shares of Common Stock
(by reclassification or otherwise than by
payment of a dividend 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 Preference Stock were entitled
immediately prior to such event under
clause (b) 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 Preference
Stock as provided in paragraph (A) of this
Section 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 Dividend
Payment Date and the next subsequent
Dividend Payment Date, a dividend of $1 per
share on the Series A Preference Stock
shall nevertheless be payable, when, as and
if declared, on such subsequent Dividend
Payment Date.
(c) Dividends shall begin to accrue and be
cumulative, whether or not earned or
declared, on outstanding shares of Series A
Preference Stock from the Dividend Payment
Date next preceding the date of issue of
such shares, unless the date of issue of
such shares is prior to the record date for
the first Dividend Payment Date, in which
case dividends on such shares shall begin
to accrue from the date of issue of such
shares, or unless the date of issue is a
Dividend Payment Date or is a date after
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the record date for the determination of
holders of shares of Series A Preference
Stock entitled to receive a quarterly
dividend and before such Dividend Payment
Date, in either of which events such
dividends shall begin to accrue and be
cumulative from such Dividend Payment Date.
Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of
Series A Preference 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 Preference Stock entitled to
receive payment of a dividend or
distribution declared thereon, which record
date shall be not more than 60 days prior
to the date fixed for the payment thereof.
(3) Voting Rights. The holders of shares of Series A
Preference Stock shall have the following voting
rights;
(a) Subject to the provision for adjustment
hereinafter set forth and except as
otherwise provided in the Restated
Certificate of Incorporation or required by
law, each share of Series A Preference
Stock shall entitle the holder thereof to
1000 votes on all matters upon which the
holders of the Common Stock of the
Corporation are entitled to vote. In the
event the Corporation shall at any time
after December 22, 1998, declare or pay any
dividend on the Common Stock payable in
shares of Common Stock, or effect a
subdivision or combination or consolidation
of the outstanding shares of Common Stock
(by reclassification or otherwise than by
payment of a dividend 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 Preference
Stock were entitled immediately prior to
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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 the
Restated Certificate of Incorporation or in
any other Amendment creating a series of
Preferred Stock or any similar stock, and
except as otherwise required by law, the
holders of shares of Series A Preference
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 shareholders
of the Corporation.
(c) Except as set forth herein, or as otherwise
provided by law, holders of Series A
Preference 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 divi-
dends or distributions payable on the
Series A Preference Stock as provided in
Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and
distributions, whether or not earned or
declared, on shares of Series A Preference
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 (as to
dividends) to the Series A Preference
Stock;
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(ii) declare or pay dividends,
or make any other distributions, on any
shares of stock ranking on a parity (as to
dividends) with the Series A Preference
Stock, except dividends paid ratably on
the Series A Preference 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 Preference
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 (as to dividends
and upon dissolution, liquidation or
winding up) to the Series A Preference
Stock or rights, warrants or options to
acquire such junior stock;
(iv) redeem or purchase or
otherwise acquire for consideration any
shares of Series A Preference Stock, or any
shares of stock ranking on a parity (either
as to dividends or upon liquidation, dis-
solution or winding up) with the Series A
Preference 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
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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 this Section 4, purchase or otherwise
acquire such shares at such time and in
such manner.
(5) Reacquired Shares. Any shares of Series A
Preference Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition
thereof.
(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 the Common Stock or of shares of any
other stock of the Corporation ranking junior, upon
liquidation, dissolution or winding up, to the
Series A Preference Stock unless, prior thereto, the
holders of shares of Series A Preference Stock shall
have received $100 per share, plus an amount equal
to accrued and unpaid dividends and distributions
thereon, whether or not earned or declared, to the
date of such payment, provided that the holders of
shares of Series A Preference Stock shall be
entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter
set forth, equal to 1000 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 upon liquidation,
dissolution or winding up with the Series A
Preference Stock, except distributions made ratably
on the Series A Preference 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
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event the Corporation shall at any time after
December 22, 1998 declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend 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 holders
of shares of Series A Preference Stock were 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 after such
event and the denominator of which is the number of
shares of Common Stock that were outstanding
immediately prior to such event.
(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 converted into, exchanged for or
changed into other stock or securities, cash and/or
any other property, then in any such case each share
of Series A Preference Stock shall at the same time
be similarly converted into, exchanged for or
changed into an amount per share (subject to the
provision for adjustment hereinafter set forth)
equal to 1000 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 converted,
exchanged or converted. In the event the
Corporation shall at any time after December 22,
1998 declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend 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 conversion, exchange or
change of shares of Series A Preference 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
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number of shares of Common Stock that were
outstanding immediately prior to such event.
(8) No Redemption. The shares of Series A Preference
Stock shall not be redeemable from any holder.
(9) Rank. The Series A Preference Stock shall rank,
with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution
or winding up of the Corporation, junior to all
other series of Preferred Stock and senior to the
Common Stock.
(10) Amendment. If any proposed amendment to the
Restated Certificate of Incorporation would alter,
change or repeal any of the preferences, powers or
special rights given to the Series A Preference
Stock so as to affect the Series A Preference Stock
adversely, then the holders of the Series A
Preference Stock shall be entitled to vote
separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding
shares of the Series A Preference Stock, voting
separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as
may be required by the New Jersey Business
Corporation Act.
3. The resolution was adopted by the Board of Directors
at a meeting duly called and held on November 4, 1998, at which a
quorum was present.
4. The Restated Certificate of Incorporation of the
Corporation is amended so that the designation and number of shares
of the class and series acted upon in the resolution, and the
relative rights, preferences and limitations of each such class and
series are as stated in the resolution.
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IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation this __ day of November, 1998.
INGERSOLL-RAND COMPANY
By:___________________________
Name:
Title:
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