Document jgexVzj0qLK10zaNp9ZEgbJr9

State .of Delaware Office of the Secretary of State PAGE TF-284 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "HARBISON-WALKER REFRACTORIES COMPANY", A PENNSYLVANIA CORPORATION, WITH AND INTO "DRESSER INDUSTRIES, INCUNDER THE NAME OF "DRESSER INDUSTRIES, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 1967, AT 10:40 O'CLOCK A.M. f 0499416 8100M 010441174 Harriet Smith Windsor, Secretary ofState AUTHENTICATION: 1330749 DATE: 09-06-01 \ I* JOINT PLAN AND AGREEMENT OF MERGER JOINT PHAN AND AGREEMENT OF MERGER ("Agreement" herein), dated na of August 3t. 19G7. between DRESSER Industries. INC. ("Dresner" herein), n Delnwnrccorpora tion with its princip.il office at Republic National Bank Building, Dallas, Texas, and IlARBIsok-Walkku Kkkractiirieb Company (''Iiarbison" herein), a Pennsylvania corporation with Its registered ofTico nt 2 Gateway Center. Pittsburgh, Pennsylvania (sold corporations being sometimes referred to herein collectively ns the "Constituent Corporations"). Preliminary Recital Dresser has an authorized capital stock consisting of 6,000,000 shares of Preferred Stock (without l'nr Vnhio) none of which is Issued and outstanding and 30,000,000 shares of Com mon Stock (Par Vnltto. 25 cents per share) of which, at the close of business July 31, 1007. 0,707,560 shares were validly issued, fully paid and non-iuisessnbJe, consisting of 9,221,315 shares outstanding and 483.225 shares previously issued nnd reacquired held ns treasury stock, nnd on such dole 595,552 shares were reserved for issuance upon oxertiso of employee stock options. Harhison tins an authorized capital stock consisting of 30,000 shares of 5% Cumulative Non-cnllahte Preferred Stock (Par Vnluo $100 i>er share) of which, at llio close of business n July :tl, tPf>7. :ti>.ooo .shares were vnitdly issued, fully paid und non-nsscssalile. consisting of 19.988 shares outstanding and 10,012 shares previously issued and reacquired held ns treas ury stock: ami 4.000,4)00 shares of Common Stock (Par Value $7.60 per share) of which, at the close of business July 3|, 1967, 3.150,4-15 shares were validly issued, fully paid and non assessable. consisting of 3.030.417 shares outstanding nnd 120,028 shares previously issued and react)uIre<I held as treasury stock, anti on such date 2G.C2C shares were reserved for issuance U|xn exercise of employee stock options. There has l>een no change in the issued anti outstanding cnplUd stock of either Dresser or [Inrhisoti since July 31. 1967, except by reason of the issuance of Common Stock of Dresser and Maebison u)*m exercise of employee stock options outstanding on July 31, 1967. The Hoard of Directors of each of the Constituent Corixirnliunx deems it advisable that said corporations merge and has duly approved this Agreement. Agreement Now, Tiietceeokk. in conxiderntion of the premises and of the mutual agreements and covenants herein eoaiained. it is agreed thut Iiarbison shall lie morged Into Dress-'r. that Dresser shall l>e the Surviving Company under the name "Dresser industries, Ine." and that the terms nnd conditions of such merger, the modo of carrying tho san.e JntD effect and the manner ami lutsis of converting the shares of Iiarbison inlo shares of the Surviving Company are as follows; Article I This Agreement and the merger herein provfdcsl for shall lie submitted to the share holders of Dresser mid Iiarbison and shall take elToct. ami the merger herein provided for shall Ik' ileemed b> Ik' effective, ii|)on due adoption hereof by the shareholders of Dresser and Iiarbison in accordance with the respective requirements of (he laws of Delaware aiid Pennsylvania nnd wjxni the execution, verification, submission, filing nnd recording of Mich documents mni the accomplishment of such other nets nnd things as shall lie required in rile* I . 'e ll merger under the laws of Delaware nnd IYnnsylvanin. The date on which the merger shall so lake effect is hereinafter referred to ils the Effective Dale. ARTICLE II The Certificate of Incorjmrotiori of Dresser, as heretofore amended, is hereby further amended and restated to rend as set forth in Exhibit "A, attached hereto and made a part '00050 f - "lauKTsrtjrswwvs->a*S'-' hereof, nnd ns no amended and restated shall l>c the Certificate of Incorporation of the Sur vivlng Company mid utl tiiu terms nnd provision* thereof are hereby incorjx>rnlc<l by reference in thin Agreement with the same effect ns if herein net forth In full; nnd imtd Certificate til lncor]H>r:ttloii, *o)utrnlc nnd npnrt from this Agreement, shall lxi nnd may bo scjmmtcly certified ns the Ccrlincnlo of Incor]><>rntloii of the Surviving Company. ARTICLE 111 Except ns hereinafter specifically provided, tho By-Law* of Dresser In efTcct on the Ef fective Dale shall continue in forco and be tho By-Isiw* of tho Sui-vlvlng Company until .altered, amended nr repealed. On the KfTcetlve Pate. Section 1 of Article lit of tho lty-Lnw of Dresser us then in efTcct shnll lie nmemlcd to rend ns follows; Section I. Number and Term o/ Office. The business and nfTaira of the Company shall he mannged .and controlled by a Hoard of Directors, eighteen | IH> In number, which number nnty be nltered from time to lime by .amendment of these By-Laws, but the said numlicr shnll never lie lean than three (It). Said Directors need not lie shareholders. Except as heteiunftcr specifically provided, the Directors nnd officers of Dresser la office on the I'jr dive Date shnll lw tho Directors and officers of the Surviving Company and slinlt hold olfice ns provided in tho Dy-Ijiw* or tho Surviving Company. On the Effective Date A. It. Itmvden, diehard Cl. Croft and A. Jtrent Wilson shall become additional member* of the 1 leant of Directors of Dresser as the Surviving Company. ARTICLE IV `Hie maimer nnd Imsis of converting the shares of tho Constituent Corporations Into shnres of tho Surviving Coni|mny u]*>n tho Effective Date shall lie ns fallows; ta) Each share of Centmoii Stock of Dresser, including all outstanding shares, shares held as treasury stock mid authorised but unissued xlinros, shnll remain unchanged. ft.) Kurh share of the fir; Cimiutntivc Non-enllidde Preferred Stock ($100 Par Value) of Hnrhison issued and olltstniidiag oil the Klfertivc Date, am) all rights In respect thereof, shall lie converted into three nnd four-tenths (fl.-l) shares of S2.20 Convertible Preferred Stock. Series A, of the Surviving Company, ami each holder of shores of such slock of llnrbison, u|xm surrender to the Surviving Coni]may or to ils duly authorized agent for cancellation of the certificate or certificates representing such sluices shall thereafter tie entitled to receive one or more certificates representing the number of full slim es nf such slin k of the Silt l iving Cnm|uuiy to ivhieh such holder ts entitled ns allow provided. (c) Each share of Common Stock of llarliisua issued nod outstanding on the Effec tive Dale, and all rights ill respect thereof, shall In- cniivrrti-d into one nml one-tenth (1.1 ) slimes of $2.20 Convertible Preferred Stock, Series A. of the Surviving Cimi|mu> ; and each holder of shares of such slock of llnrbison, lljaili surrender to the Surviving Company or li> ils duly authorized agent for cancellation of the certificate nr certificates representing such shares shall thereafter Is- entitled to receive one or more rcrufienU's representiug the mtmls-r of full shares of stoek of the Surviving foiuimny to which s'a h helper j- entitled as nltnvr pcovidisl. - (ill Kaeli share of the O'. Ciiatulalive Xon-cnll.-ddc F'referii'il Stock ($|IU> Bar Value) and .-a-li share of ('eminon Slock of llnrtdson held io Ho* treasury of ll.-.t-tosoii on the Klfeetiie llale slia)] J,,. ennrrllrd. 2 f \ .TSTOirzr.svs. Ik) Until surrendered n* al*>vo provided, one!) outstanding certificate which prior In tlu* merger liccontlrtg effective represented .11huts of stock of Ilnrhisun shall bo deemed for nil cnrjxirnte pur(>o*c* to cvldcnro ownership of the number of full shares of stock of the Surviving Comimny Into which the snmo shnll have been converted ns nbovo provided. Notwithstanding the foregoing. unless and until nny such outstanding cor uscate* of 1 tnrbison slmll 1st so surrendered. no dividend payable to tho holdors of record of stock of Hie Surviving Company ns of any date suhse<|uent to the KfTectlvo Date slmll lie |nld to the holders of such outstanding certificates, but upon *uch surrender of any such outstanding certificate or certificates, there shall lie paid to the record holder of the rcrllllcnte or certificate* of stock of tho Surviving Company Into which such alma's shnll have been so converted, tho nmouni of dividends which theretofore liccnine payable with respect to such shares of stock of tho Surviving Comtwny without interval thereon. (f) Stock opt ions to pnrehnse shares of Common Stock of llnrhlson outstand ing under llnriiison's employee stock option plan on the K/Teclivo Onto shall Ihcn be converted Into options to purehnso 0110 and ono tenth (1.1) shares of $2.20 Convertible Preferred Stuck. Series A. of tho Surviving Company, for cnch shnro of Common Stock of llarhison covered by the respcctlvo options at tho aamo respective option prices for such one and one tenth (l.t) Dresser shares as is applicable under such options to esch one < 1 > Ifnrtiiaori share. All other terms niul conditions of said options on the Effective Date shall remain the same. If any conversion of an option for Common Stock of Ilnrlilson Into an option for $2.20 Convertible Preferred Stuck, Series A, as herein provided, would result in an option with respect to a fractional share of 12.20 Convertible Preferred Slock. Rories A. such option shall bo reduced to cover the nest lower whole number of shares of $2.20 Convertible Preferred Stock. Scries A. fg) No scrip or fractional share certificates of Dresser $2.20 Convertible ITefcrrcd Stock, Series A. wilt Ikt issued and an outstanding frnctlomd share interest will not entitle tho owner thereof to vote, to rocoivo dlvldond* or to any rights of a shareholder with res|>cct to such fractional interest. Instead, the Surviving Company will provido an Ex change Agent ns agent for the shareholders of llarhison no that for 90 days after the Effcctivn Date any shareholder of llarhison entitled to a fractional share Interest, upon the surreintcr of llarhison stock certificates, may purchase or sell the appropriate fractional interest in a share of Dresser $2.20 Convertible Preferred Stock, Series A. li*order to round out his holdings lo whole share*. Thereafter, the Exchange Agent will 4ft!1. for tho account of all owners of the then remaining fractional share interests, shares jjf Dresser $2.20 Convertible Preferred Stock. Series A, equivalent to the aggregate fractional inter ests then outstanding. The Exchange Agent will, until six years after tho Effective Date, ]ay to such owners u|*on surrender of their Hnrhisnu st<x*k certificates tlieir pro rata shore of tin- rid proceed* of such sale. Upon the expiration of this six-year |Kolod, any remaining proceeds nf sale shall Iwconie the proi*crly of the Surviving Company. Akticlk V On the ElVivtive Dale the separate existence of lbirhixnn shall cense and all the properly, real. |>.-rsHii.d and mixed, uf caeli nf llie Courtituciil Cor|xiralinns and all the itclits doe on wh.. *ei`r an.'.nit to either uf them, including subscriptions to shares and other chose* in actum l-el.ingrig In either of theta, shall Ik- taken and deemed lo Is* transferred to and vested in the Surviving Company, without further act or divd. The Surviving Company shall thenre*1-0111 U- iv.-tsni-iMo for .dt the lial.ililies and olitiga! ions of caeli of the Constituent Co|-|hi|'ulitois. im hnl.rig ;m>` claims to m.lciomlii :itiou which tile directors or officers of llarhison mav haw against llarhison. but the lial.ililies of the Constituent Cor|xiralions, or their shareholders, iliiv. |i.:< "i otliri'i's. shall not ho atroeled. Mol' shall the rights of the creditors thereof or of t dm-52 ; jiny pcron dealing with the Constituent Corporations, or nny Hens upon tho property of tho Constituent Corporations, bo Impaired by tho mcrirer, And nny dnlm existing or action or pro ceeding pending by or agnlnst elthor of tho Constituent Corporations mny be prosecuted to Judgment ns if such merger had not taken place, or tho Surviving Company mny be proceeded against or sulislitutcd In its place. From time to time no and when requested by the Surviving Company, or by its successors or assigns, Ilarbison will exoente and deliver such deeds and other Instruments and will take or cause to bo taken auch further or other action ua ahull be necessary In order to vest or |>erfcct In or (o confirm of record or otherwise to the Surviving Company title to, and possession of, nil tho property, interests, assets, rights, privileges. Immunities, powers, franchises and authority of Itarbtson, and otherwise to carry out tho purj>oscs of this Joint Han ami Agreement of Merger. Article VI Dresser nnd Ilarbison have, contemporaneously with tho execution of this Agreement, entered into a Plan of Reorganisation, dated as of tho dnto hereof. If prior to tho Effective Date the Plan of Reorganisation Is terminated, for any reason and whether boforo or after ap proval of this Agreement nnd the merger by the stockholders of both Constituent Corporations, this Agreement shall Immediately terminate nnd the merger shall bo Immediately abandoned. ARTICLE VII This Agreement may bo executed In nny number of counterparts, each of which shall ho deemed an original and all of which shall constitute one nnd tho same instrument. IN Witness Wiiexeof, tills Agreomont has been signed on behalf of each of tho Con stituent Corporations by their respective duly authorised ofTicors and each of tho Constituent Corporations hus mused Its corporate sen! to lie hereto affixed all as of tho day nnd year first above written. DRESSER INDUSTRIES. INC. rfiy/jOHN LaWHENCE s S- jr/MMneflitil.l 7fe l fan ,'trVUlLj .% ( Ity Thomas VfStirrf. .Sc-creLft ry mn!53 IIARB1SON-WALKKR REFRACTORIES COMPANY - Hy A. Hkent Wilson IVr-i.Irnt -I t "cwr-Ti-:-v*nr? CERTIFICATE OK INCORPORATION AS AMENDED OP DRESSER INDUSTRIES, INC Exhibit A Article 1 The niuite of the Corporation shall be "Dresser Industries, Inc.1' ARTICUC I! Tho principal office of tho Corporation shall bo In tho City of Wilmington. County of Now Ciulle, State of Delaware, and tho namo of tho Roildent Agent In chnrgv thereof la The Corporation Trust Company, whoso address la 100 Woat Tenth Street. Wilmington, Delaware. ARTICLE HI Tho nature of tho business and purposes to be conducted or promoted by the Corporation is any lawful act or activity. Including but not limited to manufacturing, for which corpora tions may be organised under tho General Corporation Law of Delaware. Article IV A. Authorized Shares and Classes of Stock, Tho total number of shares uf alt classes of stock which the Corporation shall hnve authority to issue is thirty-six million <30,000,0001 shares, which shall ba divided Into two classes as follows; six million (0,000.000) shares of Proferrod Stock without par vnlue and thirty million (30,000.000) shares of Common Stork of llie par value of twonty-fivo cents (251) enrh. It. Designations, Powers, Preferences and Rights In Respect of the Shares of Preferred Stock. (1) 3.130.307 shares of the Preferred Stock are hereby constituted ns a scries of Con vertible Preferred Stork designated as "12.20 Convertible Preferred Stock, Series A" (herein after called "Series A Stock") with the (lowers, preferences ami rights hereinafter set forth. (a) The dividend rate for Series A Stock is Two Dollars and Twenty Cents ($2.20) and no more ]>cr annum. Dividends on the Series A Slock shall Uo payable as and wheu declared by the Hoard of Directors, out of funds nt the lime legally available for payment of dividends, prior to |uiyiacnt of any dividend on shares ranking junior to Series A Stock, on the 15th day (or Die next business day thereafter if such 15th day is not a business dny) of March, June. September nod Decomlier in encli year. Dividends on Series A Slock shall be cumulative from and after the day nf issuance thereof. - (b) Shares of Series A Stock may tic redeemed, in whole or in part, at :,,iy lime after the fifth anniversary of the date on which any shares of Scries A Stock arc first issued, nt the option of the Corporation at n redemption price in accordance with tile folio-.ring table. r ptu5. in cftch rn^c. nn amount cfjuut to u|>nld cumuUiUve dividend* accrued to the date of redemption. If Ihrda^ftf rfdfinpllnn I* In | hr jrr*r Ifidtratfil ftrr harm tf Srrtm A Slock irr _ ____ Urni liMHIrd? Sixth Through I*'ljrlith Yenrs Ninth Tliroujih Eleventh Yenrs Twelfth Thmujrh Fourteenth Years Fifteenth nml Following Yenrs TH# rdfmpliM prW _______ahtfki $40.00 4S.M) 48.00 47.50 If less thn.i nit the outstanding share* of Series A Stock are to bo redeemed, tho shwes to Iw redeemed shall lie selected either by lot or pro rntn Jit such mnnner an may bo prescribed by resolution of the Hoard of Director*. Notice to tho holder* of shore* of Series A Stock to t> redeemed ahnll lie jriven by mailing to *lich holder* n notlco of such redemption, first cla*. l*wtngo |ire)mld. not Inter th nn the thirtieth tiny, nnd not earlier than the ixtlcth day, before I he dale fixed for redemption, at their hutt addresses rut they ahnll nppcnr upon the book* of the t'lX'iKirntiini. Any notice which la mailed In tho manner herein provided hnll bo concluaivoly preaumeil to hnve lieen duly (riven, whether or not the stockholder roceivoa auch notice; and rnilnrr iluly tn give such notice by mull, or nay defect In such notice, to any atockholder designated fur redemption ahnll not nlfect tho validity of tho proceedings for tho redemption of nny other .share* of Series A Stock. The not ire of redemption to elicit stockholder whoso shares of Series A Stock are to bo redeemed almlt specify the ntimltor of almrcs of Series A Slock of such stockholder to bo reihvitted. the dale fixed fur i lentplion nml tho redemption price at which aharea of Sorias A Stuck are to Ik1 redeemed. mtd ahnll ajteelfy where payment of tho redemption prlco Is to be made ti|>n surrender uf such shares, ahnll alntc tho conversion prlco then In ofleet, nnd shall state that m-r rued dividenils !> the dale llxcd for redemption will Itu paid ns specified In said not ire, thnt from nnd after said date dividends thereon will cense to accrue, nnd thnt con* vrrsimi rijflits of su<`li ahnrea shall cense nnd terminate nt the close of business on tho date fixed fur redemption. In the ease of enrh share of Series A Slock tolled for redemption n* nlxtvo provided, tho Corporation shall lie obligated Imiless such share shall l>c converted on or prior to the redemp tion date) to |my to the holder thereof the redemption prleo plus accrued dividends. If nny. to the redemption date, tpion surrender of tho certificate for auch share nt the office of nny transfer agent for the Series A Slock, on or nfter the redemption dnto. Unless the Corpora tion shall default in the payment of Die redemption price plus accrued dividends, if any, divi dends on each share of Series A Stts-k so called for redemption ahnll cense to acx'ruc from and nfter the redemption dnte. If. mi or prior to nny dale fixed for redemption of Series A Stoik (hut not Itofore the fifth .nmiversiiry of the date on which any ahnrea of Series A Stork arc first Issued), the Corpom-lion de|siMts. with nny b- -ik or trust company In the City of Dallas. Stale of Texas, having a capital and surplus in excess of $.ri.tM)!),0(tO. a* a trust fund, n sum aufflt'lent to redeem. on t)* dale fixed foi re.l.-ioplioi) tticrouf, the slmres railed for redemption, with irrevocable in structions nnd aullmrity to the linnk or trust eomimny to (five the notire of redemption thereof if soi li nolice shall mil previously have been given by the Corporation, or to complete the giving of such notic- if theretofore commenced, and to pay, on and after the dale fixed for redcmplion or prior thereto. tln> redemption prire of the shares to their respective holders n|wm snrr. mler of llmir share eertilirates. thro from ami after the dnte of the dc[K>sit talthough prior to the il;.t<* lix.-it for redemption). the shares so railed shall lie deemed to la? redeemed 1 Amt dividends on those shares shnll cense to aceruo after the dnte fixed for redemption. The deposit shall W deemed to constitute full pnyment for the shores to their holders and from and after the date of the deposit the shares shall ho deemed to he no longer milslanding, and the holders thereof shall reuse to be shnrehnlders with ntsjicct to such shares, and shall have no right* with respect thereto except tho right to receive from the hank or trust company pay ment of the redemption prico of the shures without interest, upon the surrender of their certificates therefor and the right to convert said shares as provided herein nt any time up to but not after the close of business on tho (into fixed for redemption. Any moneys so deposited on account of the redemption price of Series A Stock converted subsequent to the making of such deposit shall bo repaid to tho Corporation forthwith upon the conversion of such shares, hut only in that event. (c) In the event of any voluntary liquidation, dissolution or winding np of the Corpora tion, the holders of Series A Stock then outstanding shall bo entitled to be paid out of tho assets of the Cdriorntion available for distribution to Its stockholders an amount per share equal lo the redemption price under subsection (b) abovu applicable in the year in which voluntary liquidation, dissolution or winding up Is completed, or in the event of any involuntary liquida tion, dissolution or winding up of Ibo Corporation tho holders of shnres of Series A Stock then outstanding shall be entitled lo be paid out of the assets of tho Cur|iornlton nvnilablo for dis tribution to its stockholders an amount equal to $-13.00 per share, plus hi cither rase nn amount equal to un|wild cumulative dividends, and no more, before any payment shall be made to the holders of any stock of tlni Corporation ranking junior to Scries A Slock. If tho nssets of the Corporation available for distribution to its stockholders shnll lie Insufficient to pny In full nil amounts to which the holders of 1'rofcrrod Stock of all series ranking on n parity as to liquida tion preference arc entitled, the niilount nvnilnble for distribution to stockholders shall tie shared by the holders of all such scries of Preferred Slock pro rata according to the preferential amounts to which the shares of each such series nro entitled. For tho purt>oscs of tills sub section (c). a consolidation or mrrger of the Corporation with any other cnrimntllon, or the sale, transfer or lonse of all or substantially all Its assets shall not conslilula or l>o deemed n liquidation, dissolution nr winding up of the Corjmmtinn. (d) The shares of Series A Stock shall not bo subject to the o]>erntlon of a purchase, retirement or sinking fund. (c) Tho holders of s..arcs of Series A Stock shall have tho right, nt thoir option, to con vert such shares into shares of Common Stock of the Corporation nt liny time on anil subject to the following terms and conditions: (i) The shares of Series A Stock shall lie convertible at the office of any Transfer Agrnt for tho Series A Stock, nod nt such other office or offices. If any, as the Hoard of Directors may designate, into fully paid and non-asscssable shares (calculated ns to each conversion lo the nearest 1 t(M) of a share) of Common Stock of tho Cor()onttioii. at the conversion price, determined as hereinafter provided, in effect at the time of conversion, each share of Scries A Stock Wing taken at $-l.r.t>n for the purjHMte of such coaversion. Till' prim at which shnres of Common Slock shall W delivered ut*>h conversion (herein called the "conversion priee") shall Ih: initially per share of Common Stock. The conversion price shall W reduced in certain instances as provided in paragraphs (iii). (ix) nod (x) Wlow. ami shall W Increased In certain instances as provided in paragraph (x) lielow. N'o payment or adjustment shall he made ujxin any conversion an account of any dividends accrued on the shares of Series A Stock surrendered for conversion or on account of any dividends on the Common Stock issued upon such conversion. _ (ii) lo order to convert shares of Series A Stock into Common Stig-k the holder thereof shall surrender at any office hereinabove mentioned the certificate or certificates therefor, duty endorsed In the Corporation or in blank, and give written notice to tile Cortsvcation at said pfrice that lie elects to convert such shares. Shares of Serit-s A Stack shall lie deemed to have been I OlHGb 5 f q',,. '_u\ converted immediately prior to the close of business on tho day of the surrender of suet shares for conversion ns provided above, and tho person or persons entitled to receive the Cvtimon Slock is*unbto upon such conversion shnll be treated for all purposes ns tho record holder or holders of such Common Stock At such timo. As promptly ns practicable on or after the convex sion date, the Corporation shall laauo and shall deliver nt said ofTIco n certificate or certificates for the nunilxrr of full shares of Common Stock Innunhlo upon such conversion, togethor with a scrip ccrtlficnto for, or cash in lieu of, nriy fraction of n shnro, n* hereinafter provided, to the person or persons entitled to receive the same. In case shn.es of Series A Stock are called for redemption, the right to convert such shares shall cease and terminate nt the close of business on the date fixed for redemption, unless default shall be made in payment of the redemption price. (lit) In enso the conversion prtce in effect Immediately prior to the dose of business nn any day 'll nit exceed by fifty emits or more the amount determined nt tho close of business on such day by dividing: (x) n sum equal to (A) 0,233,203 multiplied by 343.00 (being the initial con version prlre), plus (It) the aggregate of the amount* of all consideration received by tho Corporation upon the Issuance of Additional Shares of Common Stock (as herein after defined), minua (C) the aggregate of the amounts of at] dividend* and other distributions which have been paid nr mndo niter August 31, 1907 on Common Stock of the Corporation, other than In cash out of Its earned surplus or In Common Stock of tho Corporation, by (y) the sum of (A) 9.233.20:1 and (II) tho number of Additional Share* of Common Stock which *lia)l have boon issued, the conversion price shnll be reduced, effective Immediately prior to tho opening of business on Ihe next succeeding day, by an amount equal to tho amount by which such conversion price shall exceed tho amount so determined. Tho foregoing amount of fifty cents (or such nmount as theretofore adjusted) shidt In* subject to adjustment as provided in paragraphs (lx) and (x) below, and sneh amount (or such amount ns theretofore adjusted) is referred to in such para graphs ns the "Differential Amount." (iv) The term "Additional Share* of Common Slock" a* used herein shnll mean all shnres of Common Stock issued by the Corporation after August 31, 19C7 (Including shares deemed to l>c "Additional Shnres of Common Stock" pursuant to lutrngrnph* (vlii) and (x) hclow). whether or mil sulmoquently reacquired or retired by tho Cor|orntlnn. other than: (x) shares Issued upon conversion of shares of Series A Stock; (y) shares issued upon exercise of options granted or to lx1 granted pursuant to any employee stock option plan* ami shares issurd pursuant to (he CoriNiratinn** Deferred Compensation Plans but not exceeding in the aggregate 809.000 shnres of Common Slock of the Corporation a* constituted on August 31. 1907 (or such greater or loser number of shares as may result from the proportionate adjustment of such 800.000 share* of Common Slock pursuant to antidilution provisions of such options nr plaits); and (/.) slimes issued by way of dividend nr other distribution on shares of Common Slock exclud'd from the definition of Additional Shares of Common Stock by the foregoing clauses (x) or (y) or this clause (i) or on shares of Common Slink resulting from any siilxlivisi.in nr riiioloimtion of shares of Common Stock an excluded. The sale or other d is posit imi of any shales of Comitum St ock or other securities held in the treasury of the Corporation nt tho close of business oil August 31. 1907. or of any securities resulting from any iccliux.xitirnlinii or reclassifications of such shares or other securities which were effected while they were held in the treasury of the Corporation, shall be deemed nn issu ance thereof; provided, however, tliat if any such share or other security is sold or dtsjiosed of -4- . I 1 f scatcvc: assn/wx-re: - Wl M. and subsequently reacquired by the Corpomtlon, no future sale or other disposition thereof shall be deemed nn issuance thereof. Except ns provided In the preceding sentence the sale or other disposition, including a iy such sale or disposition in connection with tho stock option or deferred compensation plans nf tho Corpomtlon, of any shares of Common Stock or other securities held in the treasury of the Corporation shall not be deemed nn Issuance thereof. (v) !n case of the Issunn'e of Additional Shares of Common Stock (Including shares deemed to * Additional Shares of Common Stock pursuant to paragraph (vlii) below) for a consideration |irt or all of which shall bo cosh, tho amount of the cash consideration therefor shall bo deemed to be the amount of cash received by the Corpomtlon for such shares (or. If such Additional Shares of Common Stock are offered by the Corporation for subscription, tho suliscriptton price, or. if such Additional Shares of Common Stock are sold to underwriters or dealers for public offering without n subscription offering, the initial public offering price). \ thout deducting therefrom any compensation or discount in the sale, underwriting or pur chase thereof by underwriters or dealers or others performing similar services or for any ex pense* incurred in connection therewith. (vi) In case of tho issuance (olherwiao than ns a dividend or other distribution on any stock of tho Coiqionilion or upon conversion or exchange of othor securities of the Corpomtlon) of Additional Shares of Common Stock (including shares doomed to bo Additional Shares of Common Slin k pursuant to paragraph (vlll) below) far a consideration part or nil of which shall tw oilier than cash, tho amount of the consideration therefor other than cash shall be deemed to tic tho vnluo of such consideration os determined by the Hoard of Directors, irrespective of tha accounting treatment thereof. Tho reclassification of securities other Uuiu Common Stock into securities Including Common Stock shall bo deemed to involve the issuanco for n consideration other time cash of surh Common Slack immediately prior to Dio close of business on tho dato llxed for tin- determination of stockholders ontillcd to rcceivo such Common Slock. <vii) Additional Shares of Common Stock Issuable by way of dlvldond or othor distribution on any Hass of capital stock of the Corporation shall be deemed io hnvobcon issuod without con sideration. ami shall l>c deemed to have ticon issued immediately prior to tho close of business on tho dale llxed for the detemiination of stockholders entitled to rcceivo such dividend or other distribution. A divid-iid or other distribution in cash or in property (including any dividend or other distrilitil ion in securities other than Common Stock) shall lie deemed to have l>ccu paid or ntado immediately prior to the close of business on the date fixed for tho determination of stockholders entitled to receive suet) dividend or other distribution and tho amount of such dividend or other distribution in property shall !* deemed lo be tho value of such property as of the dnte of the adoption of tin- resolution declaring such dividend or othor distribution, ns determined by the lioard of Director* aL or as of that date, tu the case of nny such dividend or other distribution on Common Slink which consist* of securities which arc convertible into or cxchnngenble for shares of (`ommoit Stork, sucli securities shall la' deemed to hnvu liccn Issued for n consideration e|iml to the value thereof as so determined. If. ujHii) ttir payment of any dividend or other distribution in cttslt or in property (exclud ing Common Stoek lmt including all other securities), oulstunding shares of Common Slock nrc cancelled or required to la- surrendered for cnnccltalion, on n pro ru/u lias is. the excess of the number of shuns of Common Stock outstanding immediately prior therein over the number to lie outstanding immediately therenfler (less that jnirtion of such excess attributable to the canrellation of tdmres excluded from the definition of Additinnal Shares of Common Stock by clauses (x). fy) or (r.) of piiragmpli (iv) above), shall bo deducted from the sum computed pursuant h> clause (y) of paragraph (iii) above for the purixise of all determinations under such paragraph (iii) made immediately prior to the close of business on the dale fixed for the determination of stockholders entitled lo receive such dividend or other distribution and at any lime thereafter. } .v*. a~^ '.. L & The reclassification (Including any reclassification upon n consolidation or merger In which the Corpomllon Is tho continuing corporation) of Common Stock Into securities including other then Common Stock shnll be deemed la involvo (n) n distribution on Common Slock of such securities other than Common Stock made Immediately prior to the close of business on tho clfcclivc dntc of the reclassification, nnd (b) a combinntion or subdivision, ns the ense may be. of tho mmilier of shores of Common Stock outstanding immediately prior to such reclassi fication into the number of shares of Common Stock nutalnndimr Immediately thereafter. The issuance by the Contention of rights or wamuiUi to subscribe for or purchase securi ties of tho Convocation shall not be deemed to be a dividend or distribution of any kind. (viii) In case at any lima the Corporation shall in any manner issue or grunt any rights to subscribe for or to purchnse, or any options for tile purchase of, (A) Common Stock (other thnn options or rights to purchnse or acquire shares tho issunnea of which is excluded from tho definition of Additional Shares of Common Stock) or (It) Convertible Securities, or shnll fsxuoor sell Convertible Securities, and tho prico per share for which Common Stock Is issunblo upon tiiu exercise of such rights or options or upon conversion or exchnngo of such Convertible Securities at the time such Convertible Securities first bocoma convertible or exchangeable (determined by dividing (x) in the case of an Issue or grant of any such rights or options, the total amount. If any. received or receivable by the Corporation as consideration for the iasuo or grant of mt h rights or oplioax. plus tho minimum aggregate amount of additional consideration paynlile to the Cnr(K>ratIon upon tho exercise of such rights or options, plus. In the case of sih-li Convertible Securities purchased upon exercise of such rights or options, the mini mum aggregate amount of additional consideration, if any, paynblo to the Corporation upon the eonversion or exchange of such Convcriihlo Sccurllles nl the time such Convertible Securities llrsl liocomo convertible or exchangeable, or (y) In the esse of an issue or sale of Convertible Securities other than where the same are lxsiintilc <i|xm Hie exercise of any such rights or options, the total amount, if any. re ceived or receivable by the Corporntion as consideration for the issue or sale of such Con vertible Securities, plus the minimum aggregate amount of additional consideration. If any. paynlile to the Corporation upon the conversion or excliiingo of such Convertible Secu rities at the lime such Convertible Securities first lieeome convertihte nr exchangeable, by. in either such case. (i) the tol.'il ni.'iximum numlior uf nhnrcs of Common Stock issuable upon the exercise uf siu'ti rights <ir options or upon the conversion or exchange of such Convertible Securi ties at the time such Convertible Securities first become convertible or exchangeable) shrill be less than 1 lie current conversion price, then the total maximum number of shares of Common Stock issuntile ii|>on the exercise of such rights nr options or upon conversion or exchange of the tolal maximum amount of such Convertible Securities at the time such Con vertible Securities first become convertible or exrlmngrnblo sbnll (ns uf the date of issue or grant uf such rights or options or, in C e case of the issue or sale of Convertible Securities ether than where the same are issuable U|mn the exercise of rights or oplimis, as of the date of siu ii issue or sale) Ik- deemed to be Additional Share.-, of Common Stock fur the purposes of paragraph (iv) almve mid to have la'en issued and outstanding at the time such Convertible Si-curities first Ix-eoioe convertible or exchangeable end to have lava issued for said price |ht slum-; provided lh:d. suhjeel to the provisions of the lecomt paragraph of this |uintgrnph (viii), rio further adjust meal of the conversion price shnll lie made upon the actual issue of ntiv such Common Slock or Convertible Sivuritios or upon the conversion or exchange of any such Convertible Srciirilr-s. In the event of an adjustment in the pim linsc price per share of Common Stock provided for in any options or rights referred to alcove in this paragraph (viii) or in the consideration to lie received by the Go pornlion upon the conversion or exchange of any Convertible Securities 6 / referred to nbove In this pnn>(raph (viii), tho current conversion price shall forthwith be re ndjusted to such nmount ns would have obtained had the adjustment in such purchase price or consideration been Inilinlly reflected upon tho issuance of sucli options, rights or Convertible Securities, but such readjustment shall bo made only to the extent that such options or rights rcmnln outstanding or uncxcrciscd and such Convertible Securities remain outstanding and unconverted mid uncxchnngcd, provided, however. Hint in no event shall any such readjustment increase the current conversion price to an nmount in excess of the initial conversion prlco as increased only in nccordnnce with the provisions of paragraph (x) below. Upon the expiration of such options or rights or the termination of tho right to convert or exchange any such Convertible Securities, thu current conversion prlco shall forthwith be readjusted to such nmount as would have obtained had tho adjustment modo upon the issuance of such options, rights or Convertible Securities been made upon the basis of the Issuance of only the number of shares of Common Stock actually delivered upon the exercise of such options or rights or tho conversion or exchange of such Convertible Securities, provided, however, that in no event shall any such readjustment Increase the current conversion price to an amount in excess of tho Initial conversion price ns increased only In accordance with the provisions of paragraph (x) lielow. Upon nny readjustment of tho current conversion price pursuant i.o the provisions of this paragraph, such readjustment shall thereafter, for all purposes hereof, be deemed to have liecomc effective at tho time of the next preceding adjustment of the conversion price otherwise than pursuant to tho provisions of this paragraph. (ix) In case Additional Shares of Common Stock aro issued as n dividend or other distri bution on nny class of capital stock of tho Con>oration, tho conversion price and tho Differential Amount in effect at the opening of business on tho day following the (Into iixed for deter mination of shareholders entitled to rcccivo such dividend or other distribution shall be re duced by multiplying each of them by n fraction of which tho numerator shall be tho number nf siiuivx of Common Stock outstanding at the close of business on tho date fixed for such determination and tho denominator shnli be tho sum of sucli number of shares and tho total luimU'r of xlinrcs constituting such dividend or other distribution, such reductions to become effective immediately after the opening of business on tho day following tho dnte fixed for such determination. Kor the purposes of this paragraph (Ix), the number of shares of Com mon Stock at any time outstanding shall not Includo shares held in the treasury of tho Cor poration unless sucli dividend or other distribution Is effected with respect to such shares but shall include shares issuable in respect of scrip certificates Issued in Hen of fractions of shares of C.'mnnioa Stock (oilier than shares of Common Stock which, upon ii sunnee. would not con stitute Additional Shares of Common Slock). Tho adjustment of the conversion price and the Differential Amount proeidinl for in this paragraph shall be the only adjustment made by reason of nny sucli dividend or distribution but the Additional Shares of Common Stock issued ns sucli dividend or other distribution for the purpose of future calculations under paragraph (iii) alimv. shall bo included as Additional Shares of Common Stock on the basis set forth in paragraph (vii) alxive. (x) In case outstanding shares of Common Stock shall bo subdivided into a greater numtkcr of shares of Common Stock, the cor''crsfon price nml the Differential Amount in eircct at (tie opening of business on the day following the day u|>on which such subdivision liecomcx effective shall each lie iiruportionnloly reduced, and, conversely, in case outstanding shares of Cmnnum Slink shall each In- combined into a smaller nunilier of shares of Common Stock, the conversion price and the Differential Amount in cITcct at the oiHuiing of business on the day following the day ti|Km which surh combination becomes effective shall each be proportionately increased, sucli reductions or increases as the case may lie. to lieeonie clfcctive immediately after the uociiing of business on the day following the day upon which such subdivision or cotnbinalinn liecomcs elfixdive. In the event of any such suixlivisinn, the manlier of shares of (in 11 in Slock outstanding imniediaicly thereafter, to the extent of the excess thereof over the f number outstanding immediately prior thereto (lean thnt portion of such exccu attributable to tho subdivision of shares excluded from the definition of Additional Share* of Common Stock by clauses (x). (y) or (z) of paragraph (iv) above), shall bo deemed to bo "Additional Shares of Common Stock" and to have been issued immediately after the opening of business on the day following the day upon which such subdivision shall hnvo become effective and without consideration. In tho event of any uch combination, the oxccs* of the number of share* of Common Stock outstanding Immediately prior thereto over tho number outstanding Immedi ately thereafter (less thnt portion of such excess nttributnblu to the combination of shares excluded from the definition of Additional Shares of Common Stock by clauses (x), (y) or (x) of paragraph (iv) above), shall be deducted from tho sum computed pursuant to clause <y) of paragraph (iii) above for the purpose of ail determinations undor such paragraph (HI) made on any day after tho day upon which such combination !>ocomc* effective. For the purposo of this paragraph (x). the number of shares of Common Stock at any time outstanding shall not include shnres held In the treasury of tho Corporation continuously since the close of business on August 31. 1967. including shares resulting from any rcctnsslflcnllon or reclassifi cations of any such shares. Except as provided in the preceding sentence, shnres of Common Stock held in tho trensury of the Corporation and shnres issuablo In respect of scrip certificates issued in lieu of fractions of shnres of Common Stock (other than shnres of Common Stock which, upon Issuance, would not constitute Additional Shares of Common Stock) shnlt bo considered outstanding for tho purposes of this paragraph (x). (xl) Whenever ilia conversion price is adjusted ns herein provided: (x) the Corporation shall compula tho adjusted conversion price in accordance with 'Ms siiliscrlinu (i>) and shall prepare n certificate signed by tho Treasurer of tho Corporntioi. setting forth the adjusted conversion price and showing in reasonable detail the fncts ii|*>n which such adjustment is based, including a statement of the consideration received or to lx? rci'civud by tho Corj>onilion for, and the amount of, any Additional Shares of Common Stock issued since the Inst such adjustment, nnd such certificate shall forthwith be filed with the Transfer Agent or Agents for lids Series; nnd (y) n notice stating that the conversion price has been adjusted nnd setting forth the adjusted con version price shall forthwith be reiptirod, and as soon os practicable after it is required. such notice shall be puhHxhcd at least onco in a daily newspaper in tho City of Xcw York. N. Y., and shall be mailed to tin* holders of record of tho outstanding shares of Series A Stock; provided, however, that if within ten days after tho completion of mailing of such a notice, nit additional notico is required, such additional no! Ice shall lx? deemed tube required pursuant to this clause fy) ns of tho opening of business on the tenth day nfter . such completion of mailing and shall set fort It tho conversion price ns adjusted at such opening of business, ami upon the publication nnd mailing of such ndditimud notice no oilier indite need in' given of any adjustment in the convention price occurring at or prior to such opening of business and nfter the time that the next preceding notice given by piddieal ion ami mail )>ecanie required. (xii) In rase; (a) the Corporation shall declare a dlviik'nd (or nny oilier distribution) on its Com mon Stock payable otherwise limn ill cash mil of iis earned surplus; or tbv tile ( orporation shall authorize the granting to the holders nf its Common Stock' of rights to suhsrrilie for or purchase nny shares of capital stork of any chess or of any other rights; nr (e) of any rccl.Lssilioalion of the capital stock of the Conoirntioil (other limn a sub division or comb,inline "f its outstanding shares of Common Stock), nr of nny consolida tion or merger to which the Con*>nition is n party and for which approval of any stock- 8 iiiibfil t ' i J' rjttrvrjis holder* of tho Corporation li required, or of tho sale or transfer of all or substantially all of the nikitct* of tho Corporation; or (<1) of the voluntary or involuntary dissolution, liquidation or winding up of tho Corporation; then the Corporation shall cause to In mailed to tho Transfer Agent or Agent* for Series A Stock ami to the holder* of record of the outstanding share* of Series A Stock, at least twenty days (or ten unya In any cam specified in clause (n) or (b) nbovo) prior to the applicable record date hereinafter s^'cMcd. a notice staling (x) the dato on which * record Is to be taken for the purpose of such dividend, distribution or right*, or. If a rocord Is not to Ire taken, the dato ns of which tho holder* of Common Stock of record tn bo entitled to such dlvldond, distribution or right* are to lrc determined, or (y) the date on which such reclassification, consolidation, merger, side, transfer, dissolution, liquidation or winding up Is expected to bccorao effective, and the date a* of which It Is expected thnt holder* of Common Stock of rocord shall be en titled to exchange their shares of Common Stock for securities or other property deliverable upon such m-lasxiflcnUon. consolidation, merger, sale, transfer, dissolution, liquidation or winding up. (xlii) The Corporation shall at all time* reserve and keep available, free from pre-emptive rights, out of its authorized but unissued Common Stack, for the purpose of effect!: g the con version of the share* of thl* Series, the full number of share* of Common Stock then deliverable u|kjii the conversion of all share* of Series A Stock then outstanding. If any share* of Common Stock required to !>e reserved for purposes of conversion of Scries A Stock hcrourder, require rrgixlmlion with or approval of any governmental authority undor any Federal or Slate law Ixjfore such shares may !>c Issued ui>on conversion, tho Corporation will in good faith and a* ex peditiously ns possible endeavor to cause such share* to bo duly registered or approved, as the caso may Ire. (xiv) No fractional slimes of Common Stock shall be issued upon conversion, but. Instead of any fraction of share which would otherwise be issuable, the Corporation shall, at It* option, cither (x) issue non-dividend bearing and non-voting scrip ccrtlllcntcs for such fraction, such certificates tn l>e in such form and to contain such terms and conditions ns the Board of Directors .shall at any time or from time to limo In U discretion fix nnd determine, pro vided that the certificates shall lie exchangeable, within sttrh period (which shnll end not less than two years following the date of issuo thereof) as the Roord of Directors shnll determine, tugelber with other scrip certificates Issued upon conversion of share* of Series A Slock, for stock certificate* representing a full share or share*, and upon tho expiration of such jierind shnll !>e exchangeable for cash, as provided in the scrip certificate*, within such further period (which shnll end not loss than six years following the date of issue of such certificates) ns the Hoard of Directors shnll determine; or (y) pay u cash adjustment in respect of such fraction In an amount equal to the same _ fraction of the market price jx-r share of Common Slock (as determined by the Board of Directors) at the close of business ou the day of convorslon. (xv> Tho Coi-pnrntimi will pay any nnd all taxes that may lie payable in ii'S[x>et of the Issue or deli- ry of shares of Common Stock on conversion of shares of Series A Stork pursuant hereto. The Corporation shall not. however, Ik- required to pay any tax whirh may lx: paynhlo in rcsjxx t of any transfer invoiced in the issue and delivery of share* of Common Stock in n name other than that in which the shares of Series A Stork so converted were* registered, nnd no such issue or delivery shall lx- made unless and until the person requesting such issue ha* paid to the {'nr|xwtum the amount of any such tax, or has established, to the Satisfaction of the f ori>oration. that stall tax has Ix'cn paid. 0 (xvi) l'or the purpose of this subsection (o), tho term "Common Stock" shall include nny stock of nny clous of tlio Corporation which lots no preferc.ico In respect of dividends or of amounts payable in the event of nny voluntary or involuntary liquidation, dissolution or wind* Ing tip <f the Cnriwntlon, ami whlrh Is not subject to redemption by tho Corporation. Howover, shares Issuable on conversion of share* of Series A Stock shall Include only shares of tho class di'slpiatcri ns Common Stock of tho Corporation as of Autrust 31, 10157, or share* of nny class or classes rcsultlntr from nny rccInsstftcnUon or reclassifications thorcof and which have no pntfm'nrc In respect of dividends or of wnounta payable In the ovont of nny voluntary or Involuntary liquidation, dissolution or windlmr up of ths Corporation and which are not subject to redemption by the Corporation; provided thnt if nt nny time there shall be more than one such rcsultlntr ctnss, the shares of ench such class then Issuable upon conversion of the Series A Stock shall be substantially in the proportion which tho total number of shares of such class rcsultlntr from all such reclassifications bears to tho total number of shares of nil such classes resulting from all such reclassifications. For tho pur|>oso of this subsection (o), the term "Convertible Securities" shall include nny securities or stock of nny doss which are convertible Into, or exchangeable for. Common Stock. (f) (i) Except as otherwise provided In thin Certlilcnto or ns otherwise made mandatory by law. cadi bolder of Scries A Slock slmll bo entlUed to ono veto for rnch share of such stock then outstanding and of record In bis name on tho liook* of the Corporation. (ii) If at any time dividend* In respect to my Series A Stock shnll be in default in an amount equal to nr exceeding the dividend thereon for six quarterly periods nt the rate fixes) therefor, the holders of Serins A Stock together with the holder* of such outstanding Preferred Stock of other scries with respect to which such right may Is) granted, voting separately ns a class, each share of such I'refern d Stock having ono vote, in addition to nny other voting right of such slock with res|H-cl to election of Dlreclo'*, shall become entitled a1 the next nnnunl meeting of stockholders and nt eneb annual meeting thereafter until nil dlvhtends In default on all series of Preferred Slock tho holder* of which me entitled to such vote *hall have been paid or declared and a sum sufficient for the payment thereof set apart, to elect two Director* of ths CorjNirntion, and the remaining Director* of the Corporation shatl l>o elected by tho holder* of slock of tho Cor|>nrntioa entitled to vote nt elections of Directors in the nlwenco of such a default in the payment of dividends, including Ihe holder* of outstanding Series A Stock. When all dividends in default on all scries of Preferred Stock the holder* of which are entitled to such cote shall thereafter lie paid or declared and a sum sullicient for Oi-* payment thereof srl apart, the holders of such outstanding Preferred Stock shall then lx> divested f siirh right to elect two Director* of the Corporation ami at tin* next nnnunl meeting of stock holders and at em it animal merlin;' thereafter each such holder of Preferred Slock slmll again have the same voting rights at the election of Directors as such holder would Imvo had but for such default in the payment of dividends, but always subject la the same provisions for the vesting of such right >o elect two Directors in case of any similar future default in Ihe pay ment of divid-nds an Sri iex A Stink. liii) So h ig is any shares of Series A Stock shall Ik- outstanding and unless the consent or approval of a gieatrr ttumlier of shares sh.,11 then be required by law. without first obtaining 'hr ciixMit or approval of tin- holders of at least two-lhirds of the muntiei of shores of Series A Suck at ilie lilac outstanding, given in person or by proxy at a meeting :u which the holders of <ucb shares mil Is- entitled to vote separately as n class, lltu ('nnmnilion shall not: (1) authorize or , sue shares of any class nr scries of stock having any preference or priority as to ,tn ,,leads er liquidation (hereinafter referred to as "Senior Klock") over the Sories A Sto, k ; t"l nvlassify any shares of stis-k of the (s>r|Hir;,tioii into shares uf Senior Stisk; (") issue any security exchangeable for. convertible into, or evidencing the right to pun Iiasc .my shares of Senior Stuck; (-1) lie a party to any merger or Coltsolidalion unless -10 f ..-. rSMgCAVJ-SfWTSW / mat'-. P4SM!CUMkV. m tho surviving or rnnlting corporation will hnvc after such merger or cottwIldnHon no *toek cither authorized or outstanding ranking prior ns to dividends or upon liquidation to Scries A Stock or to the stock of the surviving or resulting corjxirnliun Issued In exchange therefor (except such prior ranking stock of the Corporation ns nmy hnve iiecn authorized or outstanding Immediately prccctlinjr sudi merger or consolidation or such substantially ldcnticnl stock of the surviving' or resulting: corporation ns nmy be issued In exchange therefor); or (5) amend, idler or rcpenl its Certlllcnle of Incorporation to niter or change the preferences, rights or powers of the Series A Stock so ns to street such stock adversely. (iv) So long ns nny shares of Preferred Stock shall bo outstanding and unlass the consent or npprovul of n greater number of shores shall then bo required by law, without first obtaining the consent or approval of tho holders of n majority of the number of such shares nt the time outstanding, given in person or by proxy at n meeting at which Uio holders of such shares shall lie cntiltcd to vote separately as n class, the Corporation shall not (1) amend the provisions of its Certificate of 1 ncorporntion so ns to authorize any other ctnss or classes of stock ranking on n purity with such Preferred Stock either ns to payment of dividends or upon liquidation or i'JI Im a parly to any merger or consolidation unless the surviving or resulting corporation will have after such merger or consolidation no greater number of authorized shares ranking on n |utrlly with such Preferred Stock either ns to payment of dividends or upon liquidation than wore authorized by Ihe Corporation immediately preceding such merger or consolidation; provided, however. Hint nothing in this sentence shall lie deemed to limit the discretionary authority of the Hoard nf Directors with respect to shares of Preferred Stock other than shares comprising this Series A. (g) Shares of Series A Stock which hnve been redeemed or converted, or which have liern Issued and ivncquiml in any manner nml retired, may not bo reissued ns Series A Slock tail shall Imve tin- status of authorized and unissued Preferred Stock which may bo reissued by the Hoard of Directors ns provided in Section 2 hereof. (h) Kxrcpt as otherwise provided in Hi is Cortillente, additional shares of Series A Stock, or of aav shares of any oilier series, shall nut lc subject to restrictions as to issunnee. or as to imwers, preferences nr rights of unv such other series. v ft?) Subject to the provisions of Section l above, the designations, powers, preference* and rights in respect of llie Shaves of Preferred Slock other than the Shari's of Convertible Preferred Stock, Series A. shall lie as fallows: (a) Shares of Preferred Stock may l>e issued la one or more series nt such time or times ami for such consideration or considerations ns the Board of Directors may determine. All shares of nay mu' scries shall l>c of equal rank anil Identical in all respects. (b) Authority is hereby expressly granted to the Hoard of Directors to fix from time to time, by resolotion or resolution* providing for the issue of nny series of Preferred Stock, the desigmitina of sm li series ami the (lowers, preferenres and rights of the share* of such series, and the qiinlilirnlions, limitations or restrictions thereof, including Hie following: (i) Tlic distinctive designation and mindicr of shares com prising such series, which rntmlx-r may (except where otherwise provided by the Hoard of Director* in creating such series) lx- iru rea.-ial or decreased (but not below the numlier of shares then outstanding) from !> to time by like ai lion of Hie Hoard of Directors: (ii) The dividend rale or rates on the shares of such series ami the preferences, if nny, over .m.v other series nr of any oihr series over such series) with respect to dividends, the levins iiarl conditions upon which dividends shall lie payable, whether ami U|>on what condition* such dividends shall l>e cumulative and, if cumulative, the date or dates from which dividends shall accumulate; H M- (III) Whether or not the shares of such series shall ba redeemable, the limitations and restrictions with respect to such redemptions, the time or times when, tho price or prices at which nnd the manner in which such shares shall be redeemable, including the manner of selecting shares of such series for redemption If less than all share, are to be redeemed, the rights of the holders of shares of such series called for redemption and any other terms and conditions of such redemption: (iv) The rights to which the holders of such series shall be entitled, nnd the preferences, if any. over any other scries (or of any other series ovor such series), upon tho voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, which rights may vary depending on whether such liquidation, dissolution or winding-up is voluntary or Involuntary, and, if voluntary, may vary at different dates; (v) Whether or not the shares of such series shall be subject to the operation of a pur chase, retirement or sinking fund, and, if so, whether and upon what conditions such pur chase, retirement or sinking fund shall be cumulative or noncumuiativo, the extent to which and tho manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes nnd the terms nnd provisions relative to the operation thereof; (vi) Whether or not Ihe shares of such series shall he convertible into or exchangeable for shares of stock of any othar class or classes, or of any other series of tho same class and, if so convertible or exchangeable, tho prtco or prices or the rato or rates of conversion or exchange and the method. If any. of adjusting the same, and any other terms and conditions of such conversion or cxchnnge; (vii) The voting powers, full and/or limited, if any, of the shares of such series; and whother or not and under what conditions tho shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as n single class, for the election of one or more additional directors of the Corpo ration In caso of dividend arrearages or other specified ovents, or upon other mAltcra; (viii) Whether or not the issuance of any additional shares of such series, or of nny shares of any other series, shall be subject to restrictions ns to Issuance, or ns to tho powers, preferences or rights of nny such other series; (ix) Whether or not the holders of shares of such sories shall be entitled to subscribe for or purchase any part of any new or additional issue of stock of any class or of securities convertible into stock of nny class and, If so entitled, tho qualifications, conditions, limitations and restrictions of such right; and (x) Any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such scries, ns the Board of Directors may deem advisable and as shall not bo inconsistent with the provisions of this Certificate of Incorporation. (c) The shares of each scries of I'rcferrrd Stock shall entitle the holders thereof to' receive, when, ns and if declared l>y the Board of Directors oul of funds legally nvnikihlc for dividends, cash dividends at the rate, under tho conditions, for the periods and on tho dates fixed by the resolution or resolutions of the Board of Directors pursuant to authority granted in this Section '2, for caeh series, and no more. Iiefore any dividends on the Common Stock, other than dividends payable in Common Stock, shall bo paid or set apart for payment. If nnd so long as dividends are not paid in full, or declared in full nnd set apart for the imymont there of, on all outstanding series of Preferred Slock which rnnk equally ns to dividends, then no dividends shall be paid, or declarer ,.nd set apart for payment, on nny pnrticulnr series of such I*refcrre<l Stock, unless dividends shall be or have been paid, or declared and set (I0I65 f apart for payment, ratably on all shares of Preferred Stock of all series ranking equally as to dividends with such particular series, so that the amount of dividends per share declared on such particular scries shall bear the same ratio to tho aggregate amounts per share declared on all such scries ns tho annual dividend rato of such particular series shall bear to the aggregate annual dividend rates of all such scries; provided, however, that this provision shall not operate to permit or require the declaration or payment of dividends on any series of such Preferred Stock except to tho extent that the dividends accrued or in arrears thereon shall at such limes be unpaid. The term "dividends accrued or In arrears", as used herein, shall be deemed to mean. In tho case of cumulative Preferred Stock of any such scries, an amount which slmll bo equal to dividends at tho annual dividend rate per share for the respective scries from the date or dates on which such dividends commence to accrue to the end of the then current quarterly dividend period for such series, less tho amount of nil dividends there tofore paid upon the shares of such series, and in the case of non-cumulative Preferred Stock of any such scries shall be deemed to mean dividends for tho then current dividend payment period at the rate provided for such series. The Preferred Stock shall not be entitled to participate in any dividends declared and paid on the Common Stock, whether payable in cash, stock or other* ise. Accruals of dividends shall not bear interest. (d) Shares of Preferred Stock which have been redeemed or converted, or which have been Issued and reacquired in any manner and retired, shall have tho status of authorized and unissued Preferred Stock and may be reissued by tho Board of Directors as shares of the same or any other scries, unless otherwise provided with respect to any series in the resolution of the Hoard of Directors creating such scries. (e) In the event of any voluntary or Involuntary liquidation, dissolution or winding-up of the Corjioration. tiic holders of tho shares of each scries of the Preferred Stock then out standing shall lie entitled to receive out of the net assets of the Corporation, but only In accord ance with the preferences, if any, provided for such aeries, before any distribution or payment shall tte made to the holders of the Common Stock, the amount per share Axed by tho resolu tion nr resolutions of the Board of Directors to bo received by the holdors of shares of each such scries on such voluntary or involuntary liquidation, dissolution nr winding-up, ns the case may lie. If such payment shall hnva been made in full, to the holders of nil outstanding Preferred Stock of all series, or duly provided for, the remaining assets of tho Corporation shall be nvnilnhlo for distribution among the holders of tho Common Stock. If upon any such liqui dation. dissolution or winding-up. the net assets of tho Corporation available for distribution .'immir the holders of any one or more series of the Preferred Stock which (x) are entitled to a preference over the holders of the Common Stock upon such liquidation, dissolution or windingup. and (v) rank equally in connection therewith, shall be inxulTicicnl to make payment in full of the preferential amount to which tho holders of such shares shall bo entitled, then such assets shall be distributed among the holders of each such series of tho Preferred Stock ratably according to the respective amounts to which they would bo entitled in respect of the shares held by them uikmi such distribution if all amounts luiyuhto on or with respect to such shores were paid ia full. Neither tho consolidation or merger of the Corporation, nor the sale, tense or convi ..mice of all or part of its assets, shall lx deemed a liquidation, dissolution nr winding-up of the Corporation within the meaning of the foregoing provisions. (0 Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Hoard of Directors pursuant to this Section 2, the shares of Preferred Slock slmll have no voting power with respect to any matter whatsoever, including, but not limited to, any action to (i) incraise the authorized number of shnres of the Preferred Stock or of any series thereof. VtV \ V! (il) create (hire* of stock ot any ctasa ranking prior to or on a parity with any series of the Preferred Stock with respoct to any preferences or voting powers, or (ill) authorize a new series of the Preferred Stock having preferences or voting powers ranking prior to or on a parity with any series of the Preferred Stock with respect to any preferences or voting powers. C. Limitations, Relative Rights and Powers in Respect of Shares of Common Stock. (1) After the requirements with respect to preferential dividends, if any, on the Pre ferred Stock (fixed pursuant to Sections 1 and 2 of Section B of this Certificate) shall have been met and after the Corporation shall havo complied with nil the requirements, if any, with respect to the setting aside of sums as purchase, retirement or sinking funds (Axed pur suant to said Sections 1 and 2). then nnd not otherwise the holders of Common Stock shall be entitled to reccivo such dividends .is may be declared from time to time by the Board of Directors. (2) After distribution in full of tho preferential amount. If any. (Axed pursuant to Sec tions 1 nnd 2) to i>o distributed to the holders of Preferred Slock tn thr event of tho voluntary or Involuntary liquidation, dissolution or windlng-up of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets <-i the Corporation of what ever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Slock held by them respectively. (3) Except as may be otherwise required by law or by thla Certificate of Incorporation, ouch holder of Common Stock shall have one vote (n respoct of each share of stock held by him on all matters voted upon by t1- stockholders. Article V In furtherance nnd not in limitation of the ]>owcr3 conferred under the corporation inws of Delaware, tho Board of Directors of tho Corporation is expressly authorized to mako by-law* not inconsistent with law or with its certificate of incorporation, relating to the business of the corporation, the conduct of its nfTnirs, and Its rights nr powers or tho rights or powers of its stockholders, directors, oiTicors or employees, nnd to alter, amend or repeal sumo from lime to time. mW'C'V f hi " r: tr.cwrsPTeessv'Lr.r.t T STATE OF TEXAS ) ) SS, COUNTY OF DALLAS ) BE IT REMEMBERED that on this 25th day of October, A. D. , 1967, personally came before me, a Notary Public In and for the county and state aforesaid, John Lawrence and J. D, Mayson, President and Secre tary, respectively, of Dresser Industries, Inc., a corporation of the State of Delaware and one of the corporations described in and which executed the foregoing Joint Plan and Agreement of Merger, known to me personally to be such, and they, the said John Lawrence and J. D, Mayson as such President and Secretary, respectively, duly executed said Joint Plan and Agreement of Merger before me and acknowledged said Joint Plan and Agreement of Merger to be the act, deed and agreement of said Dresser Industries, Inc,, that the signatures of the said President and the Secretary of said corporation to said foregoing J int Plan and Agreement of Merger are in the handwriting of the said President and Secretary of said Dresser Industries, Inc., and that the seal affixed to said Joint Plan and Agreement of Merger is the common corporate seal of said corporation and the facts stated in the Joint Plan and Agreement of Merger are true, IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. (NOTAHTA W-SE A*L) L r Notary Public CERTIFICATE I, J. D. MAYSON, Secretary of Dresser Industries, Inc., a corpor ation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary and under the seal of the said corporation, that the Joint Plan and Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Harbison-Walker Refractories Company, a corporation of the State of Pennsylvania, was duly submitted to the stock holders of said Dresser Industries, Inc., at a Special Meeting of said stock holders called and held separately from the meeting of stockholders of any other corporation after at least 20 days' notice by mail as provided bysection 252 and section 251 of Title 8 of the Delaware Code of 1953 on the 25th day of October, 1967, for the purpose of considering and taking action upon the proposed Joint Plan id Agreement of Merger; that 9,233,203 shares of stock of said corporation were on said date issued and outstanding; that the proposed Joint Plan and Agreement of Merger was approved by the stockholders by an affirmative vote representing at least two-thirds of the total number of shares of the outstanding capital stock of said corporation, and that thereby the Joint Plan and Agreement of Merger was at said meet ing duly adopted as the act of the stockholders of said Dresser Industries, Inc., and the duly adopted agreement c' said corporation. WITNESS my hand and the seal of said Dresser Industries, Inc., on this 25th day of October, 1967. \ i (fcbrpo'T.Afe `Se ai) CiftOfiQ STATE CF TEXAS ) iss* ' BE IT REMEMBERED that on this 25th day of October# 19&T# personally came before ne, a Notary Public in and for the county and state aforesaid# J. D. Kayson, known to me to be Secretary of Dresser Industries# Inc.# a cor poration of the State of Delaware, and be the said J. D. Kayaon as such Sec retary duly executed the foregoing Certificate before ce and acknowledged said Certificate to be his act and deed as said Secretary of said corporation# that the signature of the said Secretary of said corporation to said foregoing Certificate is in his handwriting as such Secretary# that the seal affixed to said Certificate is the cccison corporate seal of the corporation, and the facts stated in said Certificate are true. Ill WlTIiESS VHESSQ?, I have hereunto set ny hand and seal of office the day and year aforesaid. Notary Public HAJmc COOK, Notary Public, ,inu loi OJiUi Oniniy, Tcm* .nmniittion e*irvt JuiHJ 1, iVG'J 00070