Exhibit 3.01

 

           The Commonwealth of Massachusetts

                MICHAEL JOSEPH CONNOLLY

                  Secretary of State

       ONE ASHBURTON PLACE, BOSTON, MASS.  02108

 

               ARTICLES OF ORGANIZATION

                (Under G. L. Ch. 156B)

                     Incorporators

 

 NAME                                 POST OFFICE ADDRESS

 

 Include given name in full in case of natural

 persons; in case of a corporation, give state of

 incorporation

 

 William B. Simmons, Jr.  Testa, Hurwitz & Thibeault, LLP

                          60 State Street

                          Boston, Massachusetts 02109

 

      The above-named incorporator does hereby

 associate with the intention of forming a corporation

 under the provisions of General Laws, Chapter 156B

 and hereby state(s):

 

 

      1.   The name by which the corporation is formed

 shall be known is:

 

           American Power Conversion Corporation

 

      2.   The purpose for which the corporation is

 formed is as follows:

 

           To develop, manufacture and market

 electronic equipment for the control and conditioning

 of electrical power, and to do any and all acts and

 things permitted to be done by business corporations

 under the provisions of Chapter 156B, as amended, of

 the General Laws of Massachusetts.

 

 

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 17

 

3.   The total number of shares and the par value, if

any, of each class of stock within the corporation is

authorized as follows:

 

     CLASS OF STOCK              WITH PAR VALUE STOCKS

 

           WITHOUT PAR      NUMBER OF    PAR       AMOUNT

              VALUE          SHARES     VALUE

 

         NUMBER OF SHARES

 

Preferred      none        none                 $

 

Common         none        250,000     $.01     $2,500.00

 

*4.  If more than one class is authorized, a

description of each of the different classes of stock

with, if any, the preferences, voting powers,

qualifications, special or relative rights or

privileges as to each class thereof and any series now

established:

 

     None

 

*5.  The restrictions, if any, imposed by the Articles

of Organization upon the transfer of shares of stock of

any class are as follows:

 

     None

 

*6.  Other lawful provisions, if any, for the conduct

and regulation of business and affairs of the

corporation, for its voluntary dissolution, or for

limiting, defining, or regulating the powers of the

corporation, or of its directors or stockholders, or of

any class of stockholders: Meetings of stockholders may

be held anywhere in the United States.  The directors

may make, amend or repeal the bylaws in whole or in

part, except with respect to any provision thereof

which by law or the by-laws requires action by the

stockholders.  The whole or any part of the authorized

but unissued shares of common stock may be issued at

any time or from time to time by the Board of Directors

without further action by the stockholders.  The

corporation may become a partner in any business.

 

*If there are no provisions state "None".

 

7.  By-laws of the corporation have been duly adopted

and the initial directors, president, treasurer and

clerk, whose names are set out below, have been duly

elected.

 

8.  The effective date of organization of the

corporation shall be the date of filing with the

Secretary of the Commonwealth or if later date is

desired, specify date, (not more than 30 days after the

date of filing.)

 

<PAGE> 18

 

9.  The following information shall not for any purpose

be treated as a permanent part of the Articles of

Organization of the corporation.

 

     a.   The post office address of the initial

principal office of the corporation of Massachusetts

is:

 

     25 Heritage Drive, Lexington, MA 02173

 

     b.   The name, residence, and post office address

of each of the initial directors and following officers

of the corporation are as follows:

 

 

            NAME                 RESIDENCE            POST OFFICE ADDRESS

 

President:  Ervin F. Lyon        25 Heritage Drive    25 Heritage Drive

                                 Lexington, MA 02173  Lexington, MA 02173

 

Treasurer:  Ervin F. Lyon        Same as above        Same as above

 

Clerk:      Emanuel E. Landsman  3 Brookwood Road     25 Heritage Drive

                                 Lexington, MA 02173  Lexington, MA 02173

 

Directors:  Emanuel E. Landsman  Same as above        Same as above

            Ervin F. Lyon        Same as above        Same as above

            Neil E. Rasmussen    80 Winsor Road       25 Heritage Drive

                                 Sudbury, MA 01776    Lexington, MA 02173

 

     c.   The date initially adopted on which the

corporation's fiscal year ends is:

 

          February 28

 

     d.   The date initially fixed in the by-laws for

the annual meeting of stockholders of the corporation

is:

 

          the fourth Tuesday in June

 

     e.   The name and business address of the resident

agent, if any, of the corporation is:

 

          Not applicable

 

IN WITNESS WHEREOF and under the penalties of perjury

the INCORPORATOR(S) sign(s) these Articles of

Organization this 11th day of March 1981

 

 

William B. Simmons, Jr.       Sole Incorporator

 

<PAGE> 19

 

The signature of each incorporator which is not a

natural person must be an individual who shall show the

capacity in which he acts and by signing shall

represent under the penalties of perjury that he is

duly authorized on its behalf to sign these Articles of

Organization.

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

               ARTICLES OF ORGANIZATION

        GENERAL LAWS, CHAPTER 156B, SECTION 12

 

 

 

 

 

               I hereby certify that, upon an

          examination  of  the within-written

          articles   of  organization,   duly

          submitted  to  me, it appears  that

          the  provisions of the General Laws

          relative  to  the  organization  of

          corporations  have  been   complied

          with,  and  I  hereby approve  said

          articles; and the filing fee in the

          amount  of  $125 having been  paid,

          said  articles are deemed  to  have

          been filed with me this 11th day of

          March 1981.

 

 

 

          Effective date:

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

   PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT

            TO BE FILLED IN BY CORPORATION

 

     TO:        William B. Simmons, Jr.

                Testa,  Hurwitz & Thibeault, LLP

                High Street Tower

                60 State Street

                Boston, MA 02110

     Telephone  (617) 367-7500

 

     FILING  FEE: 1/20 of 1% of the total amount of the

          authorized capital stock with par value,  and

          one  cent  a share for all authorized  shares

          without  par value, but not less  than  $125.

          General Laws, Chapter 156B.  Shares of  stock

          with  a par value less than one dollar  shall

          be deemed to have par value of one dollar per

          share.

 

 

Copy Mailed

 

<PAGE> 20

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

 

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

          MICHAEL JOSEPH CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

        This  certificate  must  be  submitted  to  the

 Secretary of the Commonwealth within sixty days  after

 the  date  of  the vote of stockholders  adopting  the

 amendment.   The  fee for filing this  certificate  is

 prescribed  by  General  Laws, Chapter  156B,  Section

 114.   Make  check  payable  to  the  Commonwealth  of

 Massachusetts

 

 We           Roger B. Dowdell,* President

 

 and          Emanuel E. Landsman, * Clerk

 

 of           American Power Conversion Corporation,

                 (Name of Corporation)

 

 located at:  89 Cambridge Street, Burlington, Massachusetts 01803,

 

 

 do hereby certify that the following amendment to the

 articles of organization of the corporation was duly

 adopted March 24, 1986, by unanimous written consent

 of the holders of all shares of common stock, $.01

 par value, outstanding.

 

      shares of         of         shares outstanding,

               (Class of Stock)

      shares of         of         shares outstanding, and

               (Class of Stock)

      shares of                    shares outstanding.

               (Class of Stock)

 

 1**being at least a majority of each class

 outstanding and entitled to vote thereon

 

 * Delete the inapplicable words.

** Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 21

 

TO CHANGE the number of shares and the par value, if

any, of each class of stock within the corporation fill

in the following:

 

The total presently authorized is:

 

 

KIND OF STOCK   NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                 NUMBER OF      NUMBER OF SHARES

                   SHARES

 

COMMON              None       250,000                $.01

 

PREFERRED           None       None

 

 

 

CHANGE the total to:

 

KIND OF STOCK   NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                 NUMBER OF      NUMBER OF SHARES

                   SHARES

 

COMMON              None       500,000                $.01

 

PREFERRED           None       None

 

 

 

 

 

<PAGE> 22

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 12th day of May,

in the year 1986

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ Emanuel E. Landsman, *Clerk

 

<PAGE> 23

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing fee in the amount of $125.00

          having been paid, said articles are

          deemed  to have been filed with  me

          this 14th day of May, 1986.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

         Photocopy of amendment to be sent to:

                 William B. Simmons, Jr.

                 Testa,  Hurwitz & Thibeault, LLP

                 53 State Street

                 Boston, MA 02109

     Telephone   (617) 367-7500

 

<PAGE> 24

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

 

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

          MICHAEL JOSEPH CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

        This  certificate  must  be  submitted  to  the

 Secretary of the Commonwealth within sixty days  after

 the  date  of  the vote of stockholders  adopting  the

 amendment.   The  fee for filing this  certificate  is

 prescribed  by  General  Laws, Chapter  156B,  Section

 114.   Make  check  payable  to  the  Commonwealth  of

 Massachusetts

 

 We           Roger B. Dowdell,* President

 

 and          Emanuel E. Landsman, * Clerk

 

 of           American Power Conversion Corporation,

                 (Name of Corporation)

 

 located at:  89 Cambridge Street, Burlington, Massachusetts 01803,

 

 do hereby certify that the following amendment to the

 articles of organization of the corporation was duly

 adopted December 26, 1986, by unanimous written

 consent of the holders of all shares of common stock,

 $.01 par value, outstanding.

 

      shares of         of         shares outstanding,

               (Class of Stock)

      shares of         of         shares outstanding, and

               (Class of Stock)

      shares of         of         shares outstanding.

               (Class of Stock)

 

 1**being at least two-thirds of each class

 outstanding and entitled to vote thereon and of each

 class or series of stock whose rights are adversely

 affected thereby.

 

         That the Corporation adopt Exhibit A attached

 hereto as Article 4 of its Articles of Organization

         See Continuation Sheet attached Continuation

 Sheets 4A through 4H

 

 *Delete the inapplicable words.

 **Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 25

 

TO CHANGE the number of shares and the par value, if

any, of each class of stock within the corporation fill

in the following:

 

The total presently authorized is:

 

KIND OF STOCK   NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                 NUMBER OF      NUMBER OF SHARES

                   SHARES

 

COMMON              none       500,000                $.01

 

PREFERRED           none       none

 

 

 

 

CHANGE the total to:

 

KIND OF STOCK   NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                 NUMBER OF      NUMBER OF SHARES

                   SHARES

 

COMMON              none       500,000                $.01

 

Class A Common      none       250,000                $.01

 

 

PREFERRED           none       none

 

 

 

 

 

<PAGE> 26

 

         AMERICAN POWER CONVERSION CORPORATION

 

                 Continuation Sheet 4A

 

 

     Designation.  The class of Class A Common Stock,

par value $.01 per share, authorized under the Articles

of Organization of American Power Conversion

Corporation (the "Corporation") shall be designated the

"Class A Stock", and the class of Common Stock, par

value $.01 per share, authorized under the Articles of

Organization of the Corporation shall be designated the

"Common Stock."  The Class A Stock and the Common Stock

shall have the relative rights and privileges as

follows:

 

A.   CLASS A STOCK

 

     1.   Dividends.  No dividends shall be declared

and set aside for any shares of the Class A Stock;

provided, however, that in the event the Board of

Directors of the Corporation shall declare a dividend,

out of assets legally available for that purpose,

payable upon the outstanding shares of the Common

Stock, the holder of each share of Class A Stock shall

be entitled to the amount of dividends as would be

payable on the number of full shares of Common Stock

into which each share of Class A Stock could then be

converted pursuant to Section 4.

 

          The declaration of dividends shall be within

the sole discretion of the Board of Directors.

Dividends may be payable in cash, stock or otherwise.

All dividends declared upon the Class A Stock shall be

declared pro rata per share.  All payments due under

this Section 1 to any stockholders shall be made to the

nearest cent.

 

     2.   Liquidation Preference.  The holders of

shares of the Class A Stock shall be entitled to

participate in any liquidations, dissolution or winding

up of this Corporation on a preferred basis.

 

          (a)  In the event of any liquidation,

dissolution or winding up of this Corporation, either

voluntary or involuntary, the holders of Class A Stock

shall be entitled to receive, prior and in preference

to any distribution of any of the assets of this

Corporation to the holders of Common Stock by reason of

their ownership thereof, an amount equal to $1.50 per

share plus any declared but unpaid dividends on each

such share (the "Preferential Amount").  If upon the

occurrence of such event, the assets and funds thus

distributed among the holders of the Class A Stock

shall be insufficient to permit the payment to such

holders of the full Preferential Amount, then the

entire assets and funds of the Corporation legally

available for distribution shall be distributed ratably

among the holders of the Class A Stock in the same

proportion as the number of total shares of Class A

Stock owned by each such holder bears to the total

number of outstanding shares of Class A Stock.

 

          (b)  After the distributions described in

subsection (a) above have been paid, the remaining

assets of the Corporation available for distribution to

shareholders shall be distributed among the holders of

Common Stock.

 

<PAGE> 27

 

          (c)  A merger or consolidation of this

Corporation with or into any other corporation or other

entity or person, or a sale, conveyance or disposition

of all or substantially all of the assets of this

Corporation, or the effectuation by the Corporation of

a transaction in which more than 50% of the voting

power of the Corporation is disposed of, or any other

corporate reorganization in which the Corporation shall

not be the continuing or surviving entity of such

consolidation, merger, or reorganization, shall not be

deemed to be a liquidation, dissolution or winding up

within the meaning of this Section 2.

 

     3.   Voting Power.  The holder of each share of

Class A Stock shall have the right to one vote for each

whole share of Common Stock into which such Class A

Stock could then be converted.  In addition to any

rights provided by law or in the Corporation's by-laws,

the holder of each share of Class A Stock shall be

entitled to vote on all matters as to which holders of

Common Stock shall be entitled to vote, in the same

manner and with the same effect as such holders of

Common Stock.  Except as otherwise provided herein or

as required by law, the holders of shares of the Class

A Stock and the Common Stock shall vote together as a

single class on all matters.

 

          The holder of each share of Class A Stock

shall be entitled to notice of any shareholders'

meeting in accordance with the by-laws of this

Corporation.

 

     4.   Conversion.  The holder of shares of Class A

Stock shall have the conversion rights set forth

hereinafter.

 

          4.01.     Right to Convert.  Each share of

Class A Stock shall be convertible, at the option of

the holder thereof, at any time after the date of

issuance of such share, at the office of the

Corporation or any transfer agent for the Class A Stock

or Common Stock, into fully paid and nonassessable

shares of Common Stock.  The number of shares of Common

Stock to which a holder of Class A Stock shall be

entitled upon conversion shall be the product obtained

by multiplying the Conversion Rate (as hereinafter

defined and determined as provided in Section 4.03(a))

by the number of shares of Class A Stock being

converted.

 

          4.02.     Automatic Conversion.  Each share

of Class A Stock outstanding shall automatically be

converted into the number of shares of Common Stock

into which each such share of Class A Stock is

convertible immediately upon the earlier of:

 

(a) the closing of an underwritten public offering of

securities by the Corporation pursuant to an effective

registration statement under the Securities Act of

1933, as amended, or (b) the consummation of a merger

or consolidation of the Corporation with or into

another corporation or other entity or person, or the

sale of all or substantially all of the Corporation's

properties and assets to any other person, or any

transaction or series of related transactions by the

Corporation in which more than 50% of the Corporation's

voting power is transferred, or any other corporate

reorganization in which the Corporation should not be

the continuing or surviving entity of such merger,

consolidation or reorganization (either of such events

being referred to herein as the "Closing").  When such

Closing occurs, the outstanding shares of Class A Stock

shall be deemed to be converted automatically without

any further action by the holders of such shares and

whether or not the certificates representing such

shares are surrendered to the Corporation or its

transfer agent.  The date of the Closing shall be the

effective date of conversion.

 

<PAGE> 28

 

               Upon the occurrence of the automatic

conversion of all of the outstanding Class A Stock, the

holders of the Class A Stock shall surrender the

certificates representing such shares at the office of

the Corporation or of any transfer agent for the Common

Stock.  Thereupon, there shall be issued and delivered

to such holder, promptly at such office and in his name

as shown or such surrendered certificate or

certificates, a certificate or certificates for the

number of shares of Common Stock (or securities

issuable in exchange for such Common Stock) into which

the shares of the Class A Stock surrendered were

convertible on the date on which such automatic

conversion occurred.  The Corporation shall not be

obligated to issue certificates evidencing the shares

of Common Stock (or securities issuable in exchange for

such Common Stock) issuable upon such automatic

conversion unless certificates evidencing such shares

of the Class A Stock being converted are either

delivered to the Corporation or any transfer agent, as

hereinafter provided, or the holder notifies the

Corporation or any transfer agent, as hereinafter

provided, that such certificates have been lost, stolen

or destroyed and executes an agreement satisfactory to

the Corporation to indemnify the Corporation from any

loss incurred by it in connection therewith.

 

               The number of shares of Common Stock to

which a holder of Class A Stock shall be entitled to

upon automatic conversion shall be the product obtained

by multiplying the Conversion Rate (as defined and

determined as provided in Section 4.03(a)) by the

number of shares of Class A Stock then held by such

holder.

 

          4.03.     Conversion Rate.  The Conversion

Rate for the Class A Stock (the "Conversion Rate")

initially shall be the quotient obtained by dividing

(i) $1.50 by (ii) the Conversion Price per share

calculated as provided below.

 

               The Conversion Price for the Class A

Stock (the "Conversion Price") shall be $1.50, except

that such amount shall be adjusted from time to time as

hereinafter provided.

 

          4.04.     Mechanics of Conversion.  The

mechanics of the conversion of the Class A Stock shall

be as follows (except as otherwise provided in Section

4.02, in the case of automatic conversion):

 

               (a)  Exchange of Share Certificates.  To

exercise his conversion privilege, a holder of Class A

Stock shall surrender the certificate or certificates

therefor, duly endorsed, at the office of the

Corporation or of any transfer agent for shares of

Class A Stock or Common Stock, accompanied by a written

notice of his election to convert the same and of the

number of shares of Class A Stock to be so converted.

As promptly as practicable after receipt of such

certificates and notice, the Corporation shall

forthwith issue and deliver at such office to such

holder of Class A Stock a certificate or certificates

for the number of shares of Common Stock to which he

shall be entitled pursuant to Section 4.01 hereof.

 

               (b)  Effective Date of Conversion.  Each

conversion shall be deemed to have been made

immediately prior to the close of business of the

Corporation on the date of the surrender to the

Corporation of the shares of Class A Stock to be

converted, and the person or persons entitled to

receive the shares of Common Stock issuable upon such

conversion shall be treated for all purposes as the

record holder or holders of such shares of Common Stock

on such date.

 

<PAGE> 29

 

               (c)  Partial Conversion.  In the event

some but not all of the shares of Class A Stock

represented by a certificate or certificates

surrendered by a holder are converted, the Corporation

shall execute and deliver to or on the order of the

holder, at the expense of the Corporation, a new

certificate representing the number of shares of Class

A Stock which were not converted.

 

          4.05.     Adjustment of Stock Splits and

Combinations.  If the Corporation shall at any time or

from time to time after the sale of the Class A Stock

effect a subdivision of the outstanding Common Stock,

the Conversion Price in effect immediately prior to

such subdivision shall be proportionately decreased by

multiplying (i) such Conversion Price by (ii) a

fraction, (A) the numerator of which shall be equal to

the total number of shares of Common Stock issued and

outstanding immediately prior to such subdivision, and

(B) the denominator of which shall be the total number

of shares of Common Stock issued and outstanding

immediately after such subdivision.  If the Corporation

shall at any time or from time to time after the sale

of the Class A Stock effect any combination of the

outstanding shares of Common Stock, the Conversion

Price in effect immediately prior to such combination

shall be proportionately increased by multiplying (iii)

such Conversion Price by (iv) a fraction, (A) the

numerator of which shall be equal to the total number

of shares of Common Stock issued and outstanding

immediately prior to such combination, and (B) the

denominator of which shall be the total number of

shares of Common Stock issued and outstanding

immediately after such combination.  Any adjustment

under this Section 4.05 shall be effective at the close

of business on the date on which such subdivision or

combination becomes effective.

 

          4.06.     Adjustment for Certain Dividends

and Distributions.  In the event the Corporation at any

time or from time to time after the sale of the Class A

stock shall make or issue or fix a record date for the

determination of holders of Common Stock entitled to

receive a dividend or other distribution payable in

additional shares of Common Stock, then and in each

such event the Conversion Price then in effect shall be

decreased as of the time of such issuance or, in the

event such a record date shall have been fixed, as of

the close of business on such record date, by

multiplying (i) the Conversion Price then in effect by

(ii) a fraction:

 

               (A)  the numerator of which shall be equal

     to the total number of shares of Common Stock issued

     and outstanding immediately prior to the time of issuance

     or the close of business on such record date, and

               (B)  the denominator of which shall be

     equal to the sum of (i) the total number of shares

     of Common Stock issued and outstanding immediately

     prior to the time of such issuance or the close of

     business on such record date, plus (ii) the number

     of shares of Common Stock issuable in payment of

     such dividend or distribution;

 

provided, however, that if such record date shall have

been fixed and such dividend is not fully paid or if

such distribution is not fully made on the date fixed

therefor, the Conversion Price shall be recomputed

accordingly as of the close of business on such record

date; and thereafter the Conversion Price shall be

adjusted pursuant to this Section 4.06 as of the time

of actual payment of such dividends or distributions.

In the event that any holder of shares of Class A Stock

elects to convert any of such shares into Common Stock

after any record date for determining holders of

 

<PAGE> 30

 

Common Stock entitled to receive a dividend or other

distribution payable in shares of Common Stock but

prior to the date on which such dividend is paid, the

Corporation may defer, until such dividend is paid, the

issue to such holder of those additional shares of

Common Stock issuable to

 

such holder upon such conversion solely by reason of

the adjustment made to the Conversion Price pursuant to

this Section 4.06 on the record date for such dividend;

provided, however, that the Corporation shall, upon the

request of such holder, issue to such holder a written

instrument evidencing such holder's right to receive

such additional shares.

 

          4.07.     Adjustment for Other Dividends and

Distributions.  In the event the Corporation at any

time or from time to time after the sale of the Class A

Stock shall make or issue or fix a record date for the

determination of holders of shares of Common Stock

entitled to receive a dividend or other distribution

payable in securities of the Corporation other than

shares of Common Stock, then and in each such event

provisions shall be made so that the holder of shares

of Class A Stock shall receive, upon conversion

thereof, in addition to the number of shares of Common

Stock receivable thereupon, the amount of securities of

the Corporation which they would have received had

their Class A Stock been converted into Common Stock on

the date of such event and had thereafter, during the

period from the date of such event to and including the

conversion date, retained such securities receivable by

them as aforesaid during such period, giving

application to all adjustments called for during such

period with respect to the rights of the holders of

shares of Class A Stock.

 

          4.08.     Adjustment for Reclassification;

Exchange and Substitution.  If the shares of Common

Stock issuable upon the conversion of the shares of

Class A Stock shall be changed into the same or

different number of shares of any class or classes of

stock, whether by capital reorganization,

reclassification or otherwise (other than a subdivision

or combination of shares or stock dividend provided for

above, or a reorganization, merger, consolidation or

sale of assets provided for elsewhere in Section 4.02

hereof) then and in each such event the holder of each

share of Class A Stock shall have the right thereafter

to convert such share of Class A Stock into the kind

and amount of shares of reorganization,

reclassification or other change by holders of the

number of shares of Common Stock into which such share

of Class A Stock might have been converted immediately

prior to such reorganization, reclassification or

change, all subject to further adjustment as provided

herein.

 

          4.09 Notice of Record Date.  In the event of

(i) any taking by the Corporation of a record of the

holders of any class of securities for the purpose of

determining the holders thereof who are entitled to

receive any dividend or other distribution, or (ii) any

capital reorganization of the corporation, any

reclassification or recapitalization of the capital

stock of the Corporation, any merger or consolidation

of the Corporation, and any transfer or sale of all or

substantially all of the assets of the Corporation to

any other corporation, or any transaction by the

Corporation in which more than 50% of the voting power

is transferred or any other entity or person, or any

voluntary or involuntary dissolution, liquidation or

winding up of the Corporation, the Corporation shall

mail to each holder of Class A Stock at least 10 days

prior to the record date specified therein, a notice

specifying (A) the date on which any such record is to

be taken for the purpose of such dividend or

distribution and a description of such dividend or

distribution, (B) the date on which any such

reorganization, reclassification, recapitalization,

transfer, sale, merger, consolidation, transaction,

 

<PAGE> 31

 

dissolution, liquidation or winding up is expected to

become effective, and (C) the time, if any, that is to

be fixed, as to when the holders of record of Common

Stock (or other securities) shall be entitled to

exchange their shares of Common Stock (or other

securities) for securities or other property

deliverable upon such reorganization, reclassification,

recapitalization, transfer, sale, merger,

consolidation, transaction, dissolution, liquidation or

winding up.

 

          4.10.     Fractional Shares.  No fractional

shares of Common Stock shall be issued upon conversion

of shares of Class A Stock.  In lieu of any fractional

shares to which any holder of shares of Class A Stock

would otherwise be entitled, the Corporation shall pay

cash equal to the product of such fraction multiplied

by the fair market value of one share of the

Corporation's Common Stock on the date of conversion,

as determined in good faith by the Board of Directors

of the Corporation.

 

          4.11.     Reservation of Stock Issuable Upon

Conversion.  The Corporation shall at times reserve and

keep available out of its authorized but unissued

shares of Common Stock, solely for the purpose of

effecting the conversion of the shares of Class A

Stock, such number of its shares of Common Stock as

shall from time to time be sufficient to effect the

conversion of all outstanding shares of Class A Stock,

and, if at any time the number of authorized but

unissued shares of Common Stock shall not be sufficient

to effect the conversion of all then outstanding shares

of Class A Stock, the Corporation will forthwith take

such corporate action as may be necessary or

appropriate to increase its authorized but unissued

shares of Common Stock to such number of shares as

shall be sufficient for such purpose.

 

B.   COMMON STOCK

 

     1.   Voting Rights.  Except as otherwise required

by law or these Articles of Organization, each holder

of Common Stock shall have one vote in respect of each

share of Common Stock held by him of record on the

books of the Corporation for the election of directors

and on all matters submitted to a vote of stockholders

of the Corporation.  Except as otherwise provided

herein or as provided by law, the holders of shares of

the Class A Stock and the Common Stock shall vote

together as a single class on all matters.

 

     2.   Dividends.  The holders of shares of Common

Stock shall be entitled to receive, when and if

declared by the board of directors, out of assets of

the Corporation which are by law available therefor,

dividends payable in cash, in property or in shares of

capital stock.

 

     The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

 

<PAGE> 32

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 29thth day of

December, in the year 1986

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ Emanuel E. Landsman, *Clerk

 

<PAGE> 33

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing fee in the amount of $125.00

          having been paid, said articles are

          deemed  to have been filed with  me

          this 31st day of December, 1986.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

         Photocopy of amendment to be sent to:

 

                 William B. Simmons, Jr.

                 Testa, Hurwitz & Thibeault, LLP

                 53 State Street

                 Boston, MA 02109

     Telephone   (617) 367-7500

 

<PAGE> 34

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

          MICHAEL JOSEPH CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

        This  certificate  must  be  submitted  to  the

 Secretary of the Commonwealth within sixty days  after

 the  date  of  the vote of stockholders  adopting  the

 amendment.   The  fee for filing this  certificate  is

 prescribed  by  General  Laws, Chapter  156B,  Section

 114.   Make  check  payable  to  the  Commonwealth  of

 Massachusetts

 

 We           Roger B. Dowdell,* President

 

 and          Emanuel E. Landsman, * Clerk

 

 of           American Power Conversion Corporation,

                 (Name of Corporation)

 

 located at:  8 Blanchard Road, Burlington, Massachusetts 01803

 

 do hereby certify that the following amendment to the

 articles of organization of the corporation was duly

 adopted June 16, 1988, by vote of

 

 

 

 190,697 shares of Common Stock out of 200,697 shares outstanding,

                   (Class of Stock)

 204,859 shares of Class A Common Stock out of 210,414 shares outstanding, and

                   (Class of Stock)

         shares of                      out of         shares outstanding.

                   (Class of Stock)

 

 1**being at least two-thirds of each class

 outstanding and entitled to vote thereon and of each

 class or series of stock whose rights are adversely

 affected thereby

 

 Voted: That Article Six of the Corporation's Articles of Organization be

        amended by adding the following provisions:

 

          SEE ATTACHED CONTINUATION SHEET 6

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 35

 

TO CHANGE the number of shares and the par value, if

any, of each class of stock within the corporation fill

in the following:

 

The total presently authorized is:

 

 

 

KIND OF STOCK    NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                  NUMBER OF      NUMBER OF SHARES

                    SHARES

 

COMMON               None       500,000               $.01

 

CLASS A COMMON       None       250,000               $.01

 

 

PREFERRED            None       None

 

 

 

 

 

 

 

CHANGE the total to:

 

KIND OF STOCK   NO PAR VALUE     WITH PAR VALUE    PAR VALUE

                  NUMBER OF     NUMBER OF SHARES

                   SHARES

 

COMMON              None       5,000,000              $.01

 

CLASS A COMMON      None       250,000

 

 

 

PREFERRED

 

 

 

<PAGE> 36

 

                 CONTINUATION SHEET 6

 

 

 

     That Corporation eliminates the personal liability

of each director to the Corporation or its stockholders

for monetary damages for a breach of fiduciary duty as

a director notwithstanding any statutory provision or

other law imposing such liability; provided, that

nothing in this paragraph shall eliminate or limit the

liability of a director (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 sections Sixty-

One or Sixty-Two of Chapter 156B of the Massachusetts

General Laws, or (iv) for any transaction from which

the director derived an improper personal benefit.

 

<PAGE> 37

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 20th day of June,

in the year 1988

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ Emanuel E. Landsman, *Clerk

 

<PAGE> 38

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing   fee  in  the   amount   of

          $2,325.00  having been  paid,  said

          articles  are deemed to  have  been

          filed  with  me this  21st  day  of

          June, 1988.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

         Photocopy of amendment to be sent to:

 

                William B. Simmons, Jr.

                Testa, Hurwitz & Thibeault, LLP

                53 State Street

                Boston, MA 02109

     Telephone  (617) 367-7500

 

<PAGE> 39

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

          MICHAEL JOSEPH CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

        This  certificate  must  be  submitted  to  the

 Secretary of the Commonwealth within sixty days  after

 the  date  of  the vote of stockholders  adopting  the

 amendment.   The  fee for filing this  certificate  is

 prescribed  by  General  Laws, Chapter  156B,  Section

 114.   Make  check  payable  to  the  Commonwealth  of

 Massachusetts

 

 We           Roger B. Dowdell,* President

 

 and          Emanuel E. Landsman, * Clerk

 

 of           American Power Conversion Corporation,

                 (Name of Corporation)

 

 located at:  267 Boston Road #2, Billerica, Massachusetts 01862

 

 

 do hereby certify that these ARTICLES OF AMENDMENT

 affecting Articles NUMBERED:  6 of the Articles of

 Organization were duly adopted at a meeting held on

 May 16, 1990, by vote of:

 

 2,318,302 shares of Common Stock out of 3,471,406 shares outstanding,

             type, class & series, (if any)

 _______   shares of Class A Common Stock out of   shares outstanding, and

             type, class & series, (if any)

 _______   shares of Class A Common Stock out of   shares outstanding, and

             type, class & series, (if any)

 

 1**being at least two-thirds of each class

 outstanding and entitled to vote thereon

 

 Voted:    That Article Six of the Corporation's Articles of Organization

           be amended by adding the following provisions:

 

                SEE ATTACHED CONTINUATION SHEETS 6.1 TO 6.8

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 40

 

TO CHANGE the number of shares and the par value, if

any, class or series of stock which the corporation is

authorized to issue, fill in the following:

 

 

 

The total presently authorized is:

 

 

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE       NUMBER OF             TYPE      NUMBER OF    PAR VALUE

               SHARES                          SHARES

 

COMMON                           COMMON

 

PREFERRED                        PREFERRED

 

 

 

CHANGE the total authorized to:

 

 

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

   TYPE       NUMBER OF             TYPE      NUMBER OF    PAR VALUE

               SHARES                          SHARES

 

COMMON                           COMMON

 

PREFERRED                        PREFERRED

 

 

<PAGE> 41

                                                6.1-6.8

         American Power Conversion Corporation

                 Articles of Amendment

 

 

PART A

 

FAIR PRICE AMENDMENT

 

I.   In addition to any affirmative vote required by

     law or any other provision of these Articles of

     organization or the By-Laws of the Company, the

     affirmative vote of the holders of not less than

     80% of the Voting Stock shall be required for the

     approval or authorization of any Business

     Transaction with, or proposed by or on behalf of,

     a Related Person, or any Business Transaction in

     which a Related Person has an interest (except

     proportionately as a shareholder of the Company),

     or any Business Transaction of the type described

     in clause (f) of the definition of "Business

     Transaction" set forth in Paragraph IID below;

     provided, however, that the 80% voting requirement

     shall not be applicable if (i) Continuing

     Directors at the time constitute at least majority

     of the entire Board of Directors of the Company

     and have expressly approved the Business

     Transaction, either specifically or as a

     transaction within an approved category of

     transactions, by at least a majority vote of such

     Continuing Directors, or (ii) all of the following

     conditions are satisfied:

 

     A.   The Business Transaction is a merger or

          consolidation, or liquidation or dissolution, or sale,

          lease, exchange, transfer or other disposition of

          substantially all of the assets of the Company, and (i)

          the cash or fair market value (at the date of

          consummation of such Business Transaction) of the

          property, securities or other consideration to be

          received per share by holders of Common Stock of the

          Company (other than such Related Person) in connection

          with such Business Transaction is at least equal in

          value to such Related Person's Highest Purchase Price

          and such per share consideration is in cash or the same

          form as such Related Person has previously paid to

          acquire any shares of Common Stock of the Company

          acquired by such Related Person prior to such Business

          Transaction; and (ii) the cash or fair market value (at

          the date of consummation of such Business Transaction)

          of the property, securities or other consideration to

          be received per share by holders of any class of Voting

          Stock other than Common Stock in connection with such

          Business Transaction is at least equal in value to the

          higher of such Related Person's Highest Purchase Price

          for such other class of stock or the highest

          preferential amount per share to which the holders of

          such class of Voting Stock are entitled in the event of

          any voluntary or involuntary liquidation, dissolution

          or winding up of the Company.

 

     B.   After such Related Person has become the

          Beneficial Owner of not less than 15% of the

          Voting Stock and prior to the consummation of

          such Business Transaction, such Related

          Person shall not have become the Beneficial

          owner of any additional shares of Voting

          Stock, except (i) as a part of the

          transaction which resulted in such Related

          Person becoming a Related Person or (ii) as a

          result of a pro rata stock dividend or stock

          split.

 

<PAGE> 42

 

     C.   Prior to the consummation of such Business

          Transaction, such Related Person shall not

          have, directly or indirectly, (i) received

          the benefit (except proportionately as a

          shareholder of the Company) of any loans,

          advances, guarantees, pledges or other

          financial assistance or tax credits or other

          tax advantages provided by the Company or any

          of its subsidiaries, or (ii) caused any

          material change in the Company's business,

          capital structure, including, without

          limitation, the issuance of shares of capital

          stock of the Company to any third party or

          Common Stock dividend rate or policy (except

          as approved by a majority of the Continuing

          Directors).

 

     D.   A proxy or information statement describing

          the proposed Business Transaction and

          complying with the requirements of the

          Securities Exchange Act of 1934 and the rules

          and regulations thereunder (the "Act") (or

          any subsequent provisions replacing such Act,

          rules or regulations) shall have been mailed

          to all shareholders of the Company at least

          30 days prior to the consummation of such

          Business Transaction (whether or not such

          proxy or information statement is required to

          be mailed pursuant to such Act or subsequent

          provisions).  The proxy or information

          statement shall contain on the first page

          thereof, in a prominent place, any statement

          as to the advisability (or inadvisability) of

          the Business Transaction that the Continuing

          Directors, or any of them, may choose to make

          and, if deemed advisable by a .majority of

          the Continuing Directors, the opinion of an

          investment banking firm selected by a

          majority of the Continuing Directors as to

          the fairness (or not) of the terms of the

          Business Transaction from a financial point

          of view to the holders of the outstanding

          shares of Voting Stock other than the Related

          Person, such investment banking firm to be

          paid a reasonable fee for its services, by

          the Company.

 

II.  For the purposes of this Part A:

 

     A.   The term "Affiliate", as used to indicate a

          relationship to a specified person, shall

          mean a person that directly, or indirectly

          through one or more intermediaries, controls,

          or is controlled by, or is under common

          control with, such specified person.

 

     B.   The term "Associate", as used to indicate a

          relationship with a specified person, shall

          mean (a) any corporation, partnership or

          other organization of which such specified

          person is an officer or partner or is,

          directly or indirectly, the Beneficial owner

          of 10% or more of any class of equity

          securities, (b) any trust or other estate in

          which such person has a substantial

          beneficial interest or as to which such

          specified person serves as trustee or in a

          similar fiduciary capacity, (c) any relative

          or spouse of such specified person, or any

          relative of such spouse, who has the same

          home as such specified person or who is a

          director or officer of the Company or any of

          its parents or subsidiaries and (d) any

          person who is a director or officer of such

          specified person or any of its parents or

          subsidiaries (other than the Company or any

          wholly-owned subsidiary of the Company).

 

     C.   The term "Beneficial owner" shall be defined

          by reference to Rule 13d-3 under the

          Securities Exchange Act of 1934, as in effect

          on April 4, 1990; provided, however, that any

          individual, corporation, partnership, group,

          association or other person or

 

<PAGE> 43

 

          entity which has the right to acquire or vote

          any Voting Stock at any time in the future,

          whether such right is contingent or absolute,

          pursuant to any agreement, arrangement or

          understanding or upon exercise of conversion

          rights, warrants or options, or otherwise,

          shall be deemed the Beneficial Owner of such

          Voting Stock for purposes of determining

          whether such Beneficial Owner is a Related

          Person.  For the purposes of determining

          whether a person is a Related Person pursuant

          to Paragraph G below, the number of shares of

          Voting Stock deemed to be outstanding shall

          include shares deemed beneficially owned by

          such person through application of this

          Paragraph C, but shall not include any other

          shares of Voting Stock that may be issuable

          pursuant to any agreement, arrangement or

          understanding, or upon exercise of conversion

          rights, warrants or options, or otherwise.

 

     D.   The term "Business Transaction" shall mean

          (a) any merger or consolidation involving the

          Company or a subsidiary of the Company, (b)

          whether in one transaction or a series of

          transactions, any sale, lease, exchange,

          transfer or other disposition including,

          without limitation, a mortgage or any other

          security device, of all or any Substantial

          Part of the assets either of the Company or

          of a subsidiary of the Company, whether in

          one transaction or a series of transactions,

          (c) any sale, lease, exchange, transfer,

          mortgage, pledge or other disposition of all

          or any part of the assets of an entity to the

          Company or a subsidiary of the Company if

          such assets would constitute a Substantial

          Part of the assets of the Company or such

          subsidiary immediately following consummation

          of such transaction, (d) the issuance, sale,

          exchange, transfer or other disposition by

          the Company or a subsidiary of the Company of

          any securities of the Company or any

          subsidiary of the Company, except

          proportionately to the shareholders of the

          Company or of such subsidiary, (e) any

          recapitalization or reclassification of the

          securities of the Company (including, without

          limitation, any reverse stock split) or other

          transaction that would have the effect of

          increasing the proportionate voting power of

          a Related Person, (f) any liquidation, spin-

          off, split-up or dissolution of the Company,

          or any amendment to the Company's By-Laws,

          and (g) any agreement, contract or other

          arrangement providing for any of the

          transactions, described in this definition of

          Business Transaction.

 

     E.   The term "Continuing Director" shall mean a

          director who either was a member of the Board

          of Directors of the Company prior to the time

          the Related Person in question, including its

          Affiliates and Associates, first became a

          Related Person or who subsequently became a

          director of the Company and whose election,

          or nomination for election by the Company's

          shareholders, was approved by a vote of at

          least a majority of the Continuing Directors

          then on the Board; provided, however, that in

          no event shall a director be considered a

          "Continuing Director" if such director is a

          Related Person (or an agent or other

          representative of a Related Person) and the

          Business Transaction to be voted upon is

          with, or proposed by or on behalf of, such

          Related Person or is one in which such

          Related Person otherwise has an interest

          (except proportionately as a shareholder of

          the Company).

 

 

 

<PAGE> 44

 

     F.   The term "Highest Purchase Price" shall mean

          the higher of (i) the highest amount of

          consideration paid by such Related Person for

          a share of Common Stock of the Company

          (including any brokerage commissions,

          transfer taxes and soliciting dealers' fees)

          at any time on, or within two years prior to,

          the date such Related Person, including its

          Affiliates and Associates, first become a

          Related Person and during any time while such

          Related Person was a Related Person or (ii)

          the fair market value per share of Common

          Stock on the date the Business Transaction is

          first publicly announced; provided, however,

          that the Highest Purchase Price shall be

          determined after appropriate adjustment to

          reflect the occurrence of any

          reclassification, recapitalization, stock

          split, reverse stock split or other

          readjustment in the number of outstanding

          shares of Common Stock of the Company, or the

          payment of a stock dividend thereon.

 

     G.   The term "Related Person" shall mean and

          include (a) any individual, corporation,

          partnership, group (within the meaning of

          Rule 13d5 under the Securities Exchange Act

          of 1934, as in effect on March 22, 1987),

          association or other person or entity which,

          together with its Affiliates and Associates,

          (i) is or has announced or publicly disclosed

          a plan or intention to become the Beneficial

          owner of not less than 5% of the Voting Stock

          or (ii) was the Beneficial owner of not less

          than 5% of the Voting Stock (x) at the time

          (or within one year prior to the time) the

          definitive agreement providing for the

          Business Transaction (including any amendment

          thereof) was entered into, (y) at the time

          (or within one year prior to the time) a

          resolution approving the Business Transaction

          was adopted by the Board of Directors of this

          Company or (z) as of the record date of this

          Company (or within one year prior to such

          record date) for the determination of

          shareholders entitled to notice of the right

          to vote on, or consent to, the Business

          Transaction, and (b) any Affiliate or

          Associate of any such individual,

          corporation, partnership, group, association

          or other person or entity; provided, however,

          and notwithstanding anything in the foregoing

          to the contrary, the term "Related Person"

          shall not include this Company, a wholly-

          owned subsidiary of this Company, any

          employee stock ownership or other employee

          benefit plan of this Company or of any wholly-

          owned subsidiary of this Company, or any

          trustee of, or fiduciary with respect to, any

          such plan when acting in such capacity.

 

     H.   The term "Substantial Part" shall mean more

          than 10% of the book value of the total

          assets of the entity in question, as

          reflected on the most recent fiscal yearend

          consolidated balance sheet of such entity

          existing at the time a resolution approving

          the Business Transaction involving the assets

          constituting any such Substantial Part was

          adopted by the Board of Directors of the

          Company.

 

     I.   The term "Voting Stock" shall at any time

          mean all outstanding shares of capital stock

          of the Company then entitled to vote

          generally in the election of directors,

          considered for the purpose of Part A of this

          Article 6 as one class; provided, however,

          that if the Company has shares of voting

          Stock entitled to more or less than one vote

          for any such share, for purposes of

          determining the number of outstanding shares

          of Voting Stock, each such share shall be

          deemed to be that number of shares

 

<PAGE> 45

 

          of Voting Stock equal to the number of votes

          entitled to be cast by the holder thereof in

          respect of such shares.

 

     J.   In the event of a merger in which the Company

          is the surviving corporation, or in the event

          of a sale, lease, exchange, transfer or other

          disposition or substantially all of the

          assets of the Company, the phrase "property,

          securities or other consideration to be

          received" shall include, without limitation,

          common and other capital stock of the Company

          retained by its shareholders (other than such

          Related Person).

 

III.

 

     A.   For the purpose of this Part A of Article 6,

          if the Continuing Directors constitute at

          least a majority of the entire Board of

          Directors of the Company, then a majority of

          such Continuing Directors shall have the

          power to make a good faith determination

          (which determination shall be final), on the

          basis of information known to them, of all

          questions arising under this Part A of

          Article 6, including, without limitation, (i)

          the number of shares of Voting Stock of which

          any person is the Beneficial owner, (ii)

          whether a person is an Affiliate or Associate

          of another, (iii) whether a person has an

          agreement, arrangement or understanding with

          another as to the matters referred to in the

          definition of Beneficial Owner herein, (iv)

          whether the assets subject to any Business

          Transaction constitute a Substantial Part,

          (v) whether any Business Transaction is one

          in which a Related Person has an interest

          (except proportionately as a shareholder of

          the Company), (vi) whether a Related Person

          has, directly or indirectly, received the

          benefits of or caused any of the changes

          referred to in subparagraph IC of this Part A

          of Article 6, (vii) whether the cash and/or

          the fair market value of the consideration

          other than cash to be received per share by

          holders of Common Stock of the Company in

          connection with a Business Transaction

          described in Subparagraph IA of this Part A

          of Article 6 is at least equal in value to

          the Related Person's Highest Purchase Price,

          and (viii) such other matters with respect to

          which a determination is required under this

          Part A of Article 6.

 

     B.   The fact that any Business Transaction is one

          to which the 80% voting requirement of this

          Part A of Article 6 is not applicable shall

          not be construed to impose any fiduciary

          duty, obligation or responsibility on the

          Board of Directors, or any member thereof, to

          approve such Business Transaction or

          recommend its adoption or approval to the

          shareholders of the Company, nor shall such

          compliance limit, prohibit or otherwise

          restrict in any manner the Board of

          Directors, or any member thereof, with

          respect to evaluations of or actions and

          responses taken with respect to such Business

          Transaction.

 

     C.   For the purposes of this Part A of Article 6

          a Business Transaction or any proposal to

          amend, repeal or adopt any provision of the

          Articles of Organization inconsistent with

          this Part A of Article 6 (collectively,

          "Proposed Action") is presumed to have been

          proposed by, or on behalf of, a Related

          Person if (i) after the Related Person became

          such, the Proposed Action is proposed

          following the election of any director of the

          Company who with respect to such Related

          Person, would not qualify to serve

 

<PAGE> 46

 

          as a Continuing Director or (ii) such Related

          Person votes for or consents to the adoption

          of any such Proposed Action, unless as to

          such Related Person a majority of the

          Continuing Directors makes a good faith

          determination that such Proposed Action is

          not proposed by or on behalf of such Related

          Person, based on information known to them

          after reasonable inquiry.

 

IV.  Any unissued capital stock from time to time

     authorized under the Articles of Organization may

     be issued by vote of the holders of 80% or more of

     the voting power of the Voting Stock, or by the

     Board of Directors.  The affirmative vote of the

     holders of 80% or more of the voting power of the

     Voting Stock shall be required to eliminate or

     otherwise modify in any respect the power of the

     Directors to issue authorized but unissued capital

     stock of the Company in accordance with, and as

     permitted by, the Articles of Organization or the

     By-Laws of the Company.

 

V.   Notwithstanding any other provisions of these

     Articles of Organization or the By-Laws of the

     Company (and notwithstanding that a lesser

     percentage may be specified by law, these Articles

     of Organization or the By-Laws of the Company),

     the provisions of this Part A of Article 6 may not

     be altered, repealed or amended in any respect,

     nor may any provision of these Articles of

     Organization or By-Laws be adopted inconsistent

     with this Part A of Article 6, unless such action

     is approved by the affirmative vote of the holders

     of not less than 80% of the voting power of the

     Voting Stock; provided, however, that this

     paragraph shall not apply, and such 80% vote shall

     not be required for, any amendment, repeal,

     alteration or adoption unanimously recommended by

     the Board of Directors if all of such Directors

     are persons who would be eligible to serve as

     Continuing Directors.

 

 

 

<PAGE> 47

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

 

EFFECTIVE DATE: N/A

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 26th day of June,

in the year 1990

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ Emanuel E. Landsman, *Clerk

 

<PAGE> 48

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing  fee in the amount  of  $100

          having been paid, said articles are

          deemed  to have been filed with  me

          this 6th day of July, 1990.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

   PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:

 

                 Mela Lew, Esq.

                 Testa, Hurwitz & Thibeault, LLP

                 53 State Street

                 Boston, MA 02109

     Telephone   (617) 367-7500

 

<PAGE> 49

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

            MICHAEL J. CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 We           Roger B. Dowdell,* President

 

 and          William B. Simmons, * Assistant Clerk of

 

              American Power Conversion Corporation,

              (EXACT Name of Corporation)

 

 located at:  267 Boston Road #2, Billerica,

              Massachusetts 01862

              (MASSACHUSETTS Address of Corporation)

 

 do hereby certify that these ARTICLES OF AMENDMENT

 affecting Articles NUMBERED:  3 of the Articles of

 Organization were duly adopted at a meeting held on

 September 14, 1990, by vote of:

 

 2,815,799 shares of Common Stock out of 3,499,157 shares outstanding,

             type, class & series, (if any)

 _______   shares of Class A Common Stock out of   shares outstanding, and

             type, class & series, (if any)

 _______   shares of Class A Common Stock out of   shares outstanding, and

             type, class & series, (if any)

 

 1**being at least a majority of each type, class or

 series outstanding and entitled to vote thereon

 

 Voted:    to increase the Common Stock of the Company as set forth below:

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 50

 

TO CHANGE the number of shares and the par value, if

any, of any type, class or series of stock which the

corporation is authorized to issue, fill in the

following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON         5,000,000       $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

 

<PAGE> 51

 

CHANGE the total authorized to:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON        25,000,000       $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

<PAGE> 52

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

EFFECTIVE DATE:

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 14th day of

September, in the year 1990

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ William B. Simmons, Jr., *Clerk

 

<PAGE> 53

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

        GENERAL LAWS, CHAPTER 156B, SECTION 72

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing fee in the amount of $20,000

          having been paid, said articles are

          deemed  to have been filed with  me

          this 14th day of September, 1990.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

   PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:

 

                Mela Lew, Esq.

                Testa, Hurwitz & Thibeault, LLP

                53 State Street

                Boston, MA 02109

     Telephone  (617) 367-7500

 

<PAGE> 54

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

            MICHAEL J. CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 We           Roger B. Dowdell,* President

 

 and          William B. Simmons, * Assistant Clerk of

 

              American Power Conversion Corporation,

              (EXACT Name of Corporation)

 

 located at:  267 Boston Road #2, Billerica, Massachusetts 01862

              (MASSACHUSETTS Address of Corporation)

 

 do hereby certify that these ARTICLES OF AMENDMENT

 affecting Articles NUMBERED:  3 of the Articles of

 Organization were duly adopted at a meeting held on

 May 29, 1992, by vote of:

 

 15,864,455 shares of Common Stock out of 21,573,144 shares outstanding,

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of    shares outstanding, and

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of    shares outstanding, and

             type, class & series, (if any)

 

 1**being at least a majority of each type, class or

 series outstanding and entitled to vote thereon

 

 Voted:     to increase the Common Stock of the Company as set forth below:

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 55

 

TO CHANGE the number of shares and the par value, if

any, of any type, class or series of stock which the

corporation is authorized to issue, fill in the

following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON        25,000,000       $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

<PAGE> 56

 

CHANGE the total authorized to:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON        100,000,000      $.01

 

   N/A         N/A            Common Class A   250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

<PAGE> 57

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

EFFECTIVE DATE:

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 27th day of July,

in the year 1992

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ William B. Simmons, Jr., *Assistant Clerk

 

<PAGE> 58

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

        GENERAL LAWS, CHAPTER 156B, SECTION 72

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing fee in the amount of $75,000

          having been paid, said articles are

          deemed  to have been filed with  me

          this 27th day of July, 1992.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

   PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:

 

                 Lynn M. Magnani

                 c/o Testa, Hurwitz & Thibeault, LLP

                 53 State Street

                 Boston, MA 02109

     Telephone   (617) 248-7000

 

<PAGE> 59

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

            MICHAEL J. CONNOLLY, Secretary

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 We           Roger B. Dowdell, Jr.,* President

 

 and          William B. Simmons, Jr., * Assistant Clerk of

 

              American Power Conversion Corporation,

              (EXACT Name of Corporation)

 

 located at:  9 Executive Park Drive, North Billerica, MA 01862

              (MASSACHUSETTS Address of Corporation)

 

 do hereby certify that these ARTICLES OF AMENDMENT

 affecting Articles NUMBERED:  3 of the Articles of

 Organization were duly adopted at a meeting held on

 June 7, 1994, by vote of:

 

 75,332,325 shares of Common Stock out of 91,358,015 shares outstanding,

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of shares outstanding, and

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of shares outstanding, and

             type, class & series, (if any)

 

 1**being at least a majority of each type, class or

 series outstanding and entitled to vote thereon

 

 Voted:     to increase the number of authorized shares of Common Stock of

            the Company as set forth below:

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 60

 

TO CHANGE the number of shares and the par value, if

any, of any type, class or series of stock which the

corporation is authorized to issue, fill in the

following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                            SHARES

 

COMMON                        COMMON        100,000,000      $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                     N/A      N/A          N/A

 

 

<PAGE> 61

 

CHANGE the total authorized to:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                            SHARES

 

COMMON                        COMMON        200,000,000      $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                      PREFERRED

 

   N/A         N/A                N/A           N/A          N/A

 

 

<PAGE> 62

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

EFFECTIVE DATE:

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 7th day of June,

in the year 1994

 

 

 

/s/ Roger B. Dowdell, *President

 

/s/ William B. Simmons, Jr., *Assistant Clerk

 

<PAGE> 63

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

        GENERAL LAWS, CHAPTER 156B, SECTION 72

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing   fee  in  the   amount   of

          $100,000  having  been  paid,  said

          articles  are deemed to  have  been

          filed with me this 7th day of July,

          1994.

 

 

 

 

 

 

 

              /s/ Michael Joseph Connolly

 

                MICHAEL JOSEPH CONNOLLY

 

                  Secretary of State

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

   PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:

 

                Lynn M. Magnani

                c/o Testa, Hurwitz & Thibeault, LLP

                53 State Street

                Boston, MA 02109

     Telephone  (617) 248-7000

 

<PAGE> 64

                                 FEDERAL IDENTIFICATION

                                        NO.  04-2722013

           The Commonwealth of Massachusetts

    OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

 

                WILLIAM FRANCIS GALVIN

 

             Secretary of the Commonwealth

   ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS  02108

 

                 ARTICLES OF AMENDMENT

       (General Laws, Chapter 156B, Section 72)

 

 

 We           Donald M. Muir,* Vice President

 

 and          Jeffrey J. Giguere, * Assistant Clerk of

 

              American Power Conversion Corporation,

              (EXACT Name of Corporation)

 

 located at:  755 Middlesex Tpke., Billerica, Mass. 01821

              (MASSACHUSETTS Address of Corporation)

 

 certify that these Articles of Amendment affecting

 articles numbered: 3 of the Articles of Organization

 were duly adopted at a meeting held on May 7, 1999,

 by a vote of:

 

 79,287,742 shares of Common Stock out of 95,990,002 shares outstanding,

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of    shares outstanding, and

             type, class & series, (if any)

 _______    shares of Class A Common Stock out of    shares outstanding, and

             type, class & series, (if any)

 

 1**being at least a majority of each type, class or

 series outstanding and entitled to vote thereon

 

 Voted:     To increase the number of authorized shares of Common Stock of

            the Company from 200,000,000 shares to 450,000,000 shares

 

 *Delete the inapplicable words.

**Delete the inapplicable clause.

 1For amendments adopted pursuant to Chapter 156B,

 Section 70.

 2For amendments adopted pursuant to Chapter 156B,

 Section 71.

 Note: If the space provided under any article or item

 on this form is insufficient, additions shall be set

 forth on one side only of separate 8 1/2 x 11 sheets

 of paper with a left margin of at least 1 inch.

 Additions to more than one article may be made on a

 single sheet so long as each article requiring each

 addition is clearly indicated.

 

<PAGE> 65

 

TO change the number of shares and the par value, if

any, of any type, class or series of stock which the

corporation is authorized to issue, fill in the

following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON        200,000,000      $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

<PAGE> 66

 

CHANGE the total authorized to:

 

WITHOUT PAR VALUE STOCKS        WITH PAR VALUE STOCKS

 

   TYPE     NUMBER OF             TYPE       NUMBER OF    PAR VALUE

             SHARES                           SHARES

 

COMMON                        COMMON        450,000,000      $.01

 

   N/A         N/A            Common Class A  250,000        $.01

 

PREFERRED                     PREFERRED

 

   N/A         N/A                              N/A          N/A

 

 

 

 

 

<PAGE> 67

 

The foregoing amendment will become effective when

these articles of amendment are filed in accordance

with Chapter 156B, Section 6 of The General Laws unless

these articles specify, in accordance with the vote

adopting the amendment, a later effective date not more

than thirty days after such filing, in which event the

amendment will become effective on such later date.

EFFECTIVE DATE:

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,

we have hereto signed our names this 7th day of March,

in the year 1995

 

 

 

Donald M. Muir, *Vice President

 

Jeffrey J. Giguere., *Assistant Clerk

 

<PAGE> 68

 

           THE COMMONWEALTH OF MASSACHUSETTS

 

                 ARTICLES OF AMENDMENT

        GENERAL LAWS, CHAPTER 156B, SECTION 72

 

 

 

 

 

 

          I   hereby   approve   the   within

          articles  of  amendment  and,   the

          filing   fee  in  the   amount   of

          $250,000  having  been  paid,  said

          articles  are deemed to  have  been

          filed with me this 7th day of  May,

          1999.

 

 

 

 

 

 

 

              /s/ William Francis Galvin

 

                WILLIAM FRANCIS GALVIN

 

             Secretary of the Commonwealth

 

 

 

 

 

 

 

 

 

            TO BE FILLED IN BY CORPORATION

   PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:

 

                 Robert V. Housley

                 Testa,  Hurwitz & Thibeault, LLP

                 125 High Street

                 Boston, MA 02110

     Telephone   (617) 248-7000