RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN STANDARD COMPANIES INC.

American Standard Companies Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

1. The Corporation was incorporated as ASI Holding Corporation and its
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on March 15, 1988.

2. On April 4, 1990, the Board of Directors of the Corporation unanimously
adopted a resolution authorizing the amendment of the Corporation's Certificate
of Incorporation in accordance with Section 242 of the General Corporation Law
of the State of Delaware. The amendment increased the authorized number of
shares of the Corporation's common stock. In lieu of a meeting and vote of the
stockholders of the Corporation, the Corporation's majority stockholder, by less
than unanimous written consent dated April 13, 1990, approved the amendment of
the Certificate of Incorporation and the taking of the actions contemplated
thereby, and such consent was filed with the minutes of the proceedings of
stockholders of the Corporation. Notice of such action was given to all
stockholders who did not consent in writing, all in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware. The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on April 19, 1990.

3. At a meeting duly held on December 5, 1991, the Board of Directors of
the Corporation adopted a resolution authorizing the amendment of the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware. The amendment decreased the
authorized number of shares of the Corporation's common stock. In lieu of a
meeting and vote of the stockholders of the Corporation, the Corporation's
majority stockholder, by less than unanimous written consent dated December 6,
1991, approved the amendment of the Certificate of Incorporation and the taking
of the actions contemplated thereby, and such consent was filed with the minutes
of the proceedings of stockholders of the Corporation. Notice of such action was
given to all stockholders who did not consent in writing, all in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware. The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on December 20, 1991. A Certificate of Correction was
filed with the Secretary of State of the State of Delaware on January 3, 1992,
indicating the Certificate of Amendment had incorrectly stated that the adoption
of the resolution had been by unanimous written consent of the Board of
Directors of the Corporation.

4. At a meeting duly held on November 2, 1994, the Board of Directors of
the Corporation adopted a resolution authorizing the amendment of the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware. The amendment changed the name
of the Corporation and required or permitted indemnification of Directors,
officers, employees and agents in accordance with Delaware law. In lieu of a
meeting and vote of the stockholders of the Corporation, the Corporation's
majority stockholder, by less than unanimous written consent dated November 2,
1994, approved the amendment of the Certificate of Incorporation and the taking
of the actions contemplated thereby, and such consent was filed with the minutes
of the proceedings of stockholders of the Corporation. Notice of such action was
given to all stockholders who did not consent in writing, all in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware. The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on November 9, 1994.

5. At a meeting duly held on December 1, 1994, the Board of Directors of
the Corporation adopted a resolution authorizing the amendment of the
Corporation's Certificate of Incorporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware. The amendment increased the
authorized number of shares of the Corporation's common stock, provided for the
issuance of up to 2,000,000 shares of preferred stock of the Corporation, having
such terms as the Board of Directors may determine, and provided for other
matters relating to such common stock and preferred stock. In lieu of a meeting
and vote of the stockholders of the Corporation, the Corporation's majority
stockholder, by less than unanimous written consent dated December 1, 1994,
approved the amendment of the Certificate of Incorporation and the taking of the
actions contemplated thereby, and such consent was filed with the minutes of the
proceedings of stockholders of the Corporation. Notice of such action was given
to all stockholders who did not consent in writing, all in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware. The Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on December 5, 1994.

6. At a meeting duly held on January 4, 1995, the Board of Directors of the
Corporation adopted a resolution authorizing the amendment and restatement of
the Corporation's Certificate of Incorporation as set forth herein in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware. In lieu of a meeting and vote of the stockholders of the
Corporation, the Corporation's majority stockholder, by less than unanimous
written consent dated January 4, 1995, approved the amendment and restatement of
the Corporation's Certificate of Incorporation and the taking of the actions
contemplated thereby, and such consent was filed with the minutes of the
proceedings of stockholders of the Corporation. Notice of such action was given
to all stockholders who did not consent in writing, all in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware. The Restated Certificate of Incorporation so approved was filed with
the Secretary of State of the State of Delaware on January 24, 1995.

7. At a meeting duly held on March 5, 1998, the Board of Directors of the
Corporation adopted a resolution authorizing the amendment and restatement of
the Corporation's Restated Certificate of Incorporation as set forth herein in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware. At the Annual Meeting of Stockholders
of the Corporation, held on May 7, 1998, by the vote of more than a majority of
the shares of the Corporation's outstanding common stock, the Corporation's
stockholders approved the amendment and restatement of the Corporation's
Restated Certificate of Incorporation as set forth herein.

8. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Restated Certificate of Incorporation amends and
restates the provisions of the Restated Certificate of Incorporation of the
Corporation. The amendments have the effect of (i) removing certain obsolete
provisions; (ii) making a clarifying change to article SEVENTH conforming to the
Corporation's Amended By-laws and (iii) making such other changes as are proper
under the General Corporation Law of the State of Delaware and deemed necessary
or appropriate by the Board of Directors.

9. The text of the Restated Certificate of Incorporation as heretofore
amended is hereby amended and restated to read in its entirety as follows:


FIRST: The name of the Corporation is American Standard Companies Inc.

SECOND: The Corporation's registered office in the State of Delaware is at
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

THIRD: The nature of the business of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: (a) The total number of shares of stock which the Corporation shall
have authority to issue is 200,000,000 shares of common stock, par value $.01
per share (the "Common Stock"), and 2,000,000 shares of preferred stock, par
value $.01 per share (the "Preferred Stock").

(b) Each holder of Common Stock shall be entitled to one vote for each
share of Common Stock held of record by such holder and shall be entitled to
vote with respect to all matters as to which a stockholder of a Delaware
corporation would be entitled to vote.

(c) The Preferred Stock may be issued at any time and from time to time in
one or more series. The Board of Directors is hereby authorized to provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate
of designation pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a "Preferred Stock
Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.

The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

(i) the designation of the series, which may be by distinguishing
number, letter or title;

(ii) the number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the applicable
Preferred Stock Certificate of Designation) increase or decrease (but not
below the number of shares thereof then outstanding);

(iii) whether dividends, if any, shall be cumulative or noncumulative
and the dividend rate of the series;

(iv) the dates on which dividends, if any, shall be payable;

(v) the redemption rights and price or prices, if any, for shares of
the series;

(vi) the terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;

(vii) the amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;

(viii) whether the shares of the series shall be convertible or
exchangeable into shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or exchange may be made;

(ix) restrictions on the issuance of shares of the same series or of
any other class or series; and

(x) the voting rights, if any, of the holders of shares of the series.

(d) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.

(e) Except as may be required by law or as provided in this Restated
Certificate of Incorporation or in a Preferred Stock Certificate of
Designation, the Common Stock shall have the exclusive right to vote for
the election of Directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to vote on any matter or receive
notice of any meeting of stockholders.

(f) The Corporation shall be entitled to treat the person in whose
name any share of its stock is registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim
to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided
by applicable law.

FIFTH: The Board of Directors is hereby authorized to create and
issue, whether or not in connection with the issuance and sale of any of
its stock or other securities or property, and to retain outstanding,
rights entitling the holders thereof to purchase from the Corporation
shares of stock or other securities of the Corporation or any other
corporation. The times at which and the terms upon which such rights are to
be issued will be determined by the Board of Directors and set forth in the
contracts or instruments that evidence such rights. The authority of the
Board of Directors with respect to such rights shall include, but not be
limited to, determination of the following:

(a) The initial purchase price per share or other unit of the stock or
other securities or property to be purchased upon exercise of such rights.

(b) Provisions relating to the times at which and the circumstances
under which such rights may be exercised or sold or otherwise transferred,
either together with or separately from, any other stock or other
securities of the Corporation.

(c) Provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities or property
receivable upon exercise of such rights, in the event of a combination,
split or recapitalization of any stock of the Corporation, a change in
ownership of the Corporation's stock or other securities or any portion
thereof or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into any
such transaction absent an assumption by the other party or parties thereto
of the obligations of the Corporation under such rights.

(d) Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation, or having other
specified characteristics or status, the right to exercise such rights
and/or cause the rights held by such holder to become void.

(e) Provisions which permit the Corporation to redeem and exchange
such rights.

(f) The appointment of a rights agent with respect to such rights.

SIXTH: In furtherance and not in limitation of the powers conferred
upon it by law, the Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter or repeal the
Amended By-Laws of the Corporation, except to the extent that the Amended
By-Laws or this Restated Certificate of Incorporation otherwise provide.

SEVENTH: (a) The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by this Restated Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

(b) The number of Directors constituting the initial Board of
Directors shall be eleven (11) and thereafter the number of Directors shall
be as set forth in or pursuant to the Amended By-Laws of the Corporation,
but shall not be more than twenty-one (21). The Board of Directors shall be
divided into three classes, designated Classes I, II and III, the number of
directorships in each of which Classes shall be as nearly equal in number
as possible. At the annual meeting of stockholders in 1995, Directors of
Class I were elected for a term expiring at the 1996 annual meeting of
stockholders, Directors of Class II were elected for a term expiring at the
1997 annual meeting of stockholders and Directors of Class III were elected
for a term expiring at the 1998 annual meeting of stockholders. At each
succeeding annual meeting of stockholders, the respective successors of the
Directors whose terms are then expiring shall be elected for terms expiring
at the annual meeting of stockholders held in the third succeeding year.
Vacancies in the Board of Directors may be filled as provided in the
Amended By-Laws. If the number of Directors is changed, any increases or
decreases shall be apportioned among the Classes so as to attain or
maintain in each Class a number of directors as nearly equal as reasonably
possible. The holders of a majority of the shares then entitled to vote at
an election of Directors may remove any Director or the entire Board of
Directors, but only for cause. Notwithstanding the foregoing, the election,
term, removal and filling of vacancies with respect to Directors elected
separately by the holders of one or more series of Preferred Stock shall
not be governed by this Article SEVENTH, but rather shall be as provided
for in the Preferred Stock Certificate of Designation creating and
establishing such series of Preferred Stock.

(c) Advance notice of nominations by stockholders for the election of
Directors, and of stockholder proposals regarding action to be taken at any
meeting of stockholders, shall be given in the manner and to the extent
provided in the Amended By-Laws of the Corporation.

EIGHTH: (a) A Director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director; provided that this provision shall not
eliminate or limit the liability of a Director (i) for any breach of his
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 the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the Director derives an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended after the filing of
this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of Directors, then
the liability of a Director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended.

Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing in respect of any act
or omission occurring prior to the time of such repeal or modification.

(b) The Corporation shall indemnify, to the fullest extent now or
hereafter permitted by the General Corporation Law of the State of
Delaware, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was or has agreed to become a Director or officer
of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a Director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to be taken or omitted in such capacity, and may to the same
extent indemnify any person who was or is a party or is threatened to be
made a party to such an action, suit or proceeding by reason of the fact
that he or she is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with such action, suit or proceeding or any appeal
therefrom.

NINTH: A Director of the Corporation, in determining what he
reasonably believes to be in the best interests of the Corporation, shall
consider the interests of the Corporation's stockholders and, in his
discretion, may consider any of the following:

(b) The interests of the Corporation's employees, suppliers, creditors
and customers;

(c) The state of the U.S. and global economy;

(d) Community and societal interests; and

(e) The long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may be
best served by the continued independence of the Corporation.

TENTH: Election of Directors at an annual or special meeting of
stockholders need not be by written ballot unless the Amended By-Laws of
the Corporation shall so provide.

ELEVENTH: Cumulative voting for the election of Directors shall not be
permitted.

TWELFTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied. Except as otherwise required by law, special meetings
of stockholders of the Corporation may be called only by (i) the Chief
Executive Officer of the Corporation, (ii) the Board of Directors pursuant
to a resolution adopted by a majority of the total number of authorized
Directors.

THIRTEENTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provision contained in
this Restated Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, Directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article THIRTEENTH; provided, however, that any amendment
or repeal of Article EIGHTH of this Restated Certificate of Incorporation
shall not adversely affect any right or protection existing hereunder
immediately prior to such amendment or repeal; and provided, further, that
Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, ELEVENTH, TWELFTH and
THIRTEENTH of this Restated Certificate of Incorporation shall not be
amended, altered, changed or repealed without the affirmative vote of the
holders of at least 65% of the then outstanding stock of the Corporation
entitled to vote generally in the election of Directors.

IN WITNESS WHEREOF, American Standard Companies Inc. has caused this
Restated Certificate of Incorporation to be signed by Richard A. Kalaher
its Vice President, General Counsel and Secretary, and attested by
Frederick C. Paine its Assistant Secretary, this 2nd day of September 1998.

AMERICAN STANDARD COMPANIES INC.


-------------------------------
Vice President, General Counsel
and Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

AMERICAN STANDARD COMPANIES INC.

The undersigned, an authorized natural person, for the purpose of amending the certificate of incorporation of American Standard Companies Inc., which was originally filed under the name of ASI Holding Corporation on March 15, 1988 with the Secretary of State of the State of Delaware and restated under the name of American Standard Companies Inc. on September 2, 1998, hereby certifies that:

FIRST: The name of the corporation is American Standard Companies Inc. (the “Corporation”).

SECOND: The restated certificate of incorporation of the Corporation is hereby amended by changing name of the Corporation to Trane Inc. by replacing Article FIRST in its entirety with the following:

The name of the Corporation is Trane Inc.

THIRD: The amendment to the restated certificate of incorporation of the Corporation shall be effective November 28, 2007.

FOURTH: The amendment of the restated certificate of incorporation herein has been duly adopted in accordance with the provisions of Section 242 of the General Corporate Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Restated Certificate of Incorporation of American Standard Companies Inc. on this 8th day of November, 2007.

 

/s/ Mary Elizabeth Gustafsson

Name: Mary Elizabeth Gustafsson

Authorized Officer