RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

FACTSET RESEARCH CORPORATION

 

(a Delaware corporation)

 

FIRST: The name of the Corporation is FACTSET RESEARCH

 

CORPORATION.

 

SECOND: The address of its registered office in the state of

 

Delaware is No,229 South State Street, in the

 

City of Dover, Kent Count. The name of its registered agent at such address is

 

United States Corporation, Company.

 

THIRD: The nature of the business of the Corporation and the

 

purposes to be conducted or promoted are:

 

1. To perform research in information systems and information

technology.

 

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2. To engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of

Delaware.

 

3. In general, to possess and exercise all the powers and

privileges granted by the General Corporation Law of Delaware or by

any other law of Delaware or by this Certificate of Incorporation

together with any powers incidental thereto, so far as such powers and

privileges are necessary or convenient to the conduct, promotion, or

attainment of the business or purposes of the Corporation.

 

FOURTH: The Corporation shall have authority to issue one million

 

(1,000,000) shares of common stock of the par value of $1.00 per share.

 

FIFTH: Whenever a compromise or arrangement is proposed between

 

the Corporation and its creditors or any class of them and/or between the

 

Corporation and its stockholders or any, class of them, any court of equitable

 

jurisdiction within the State of Delaware may, on the application in a summary

 

way of the Corporation or cf any creditor or stockholder thereof or on the

 

application of an.v receiver or receivers appointed for the Corporation under

 

the provisions of section 291 of Title 8 of the Delaware Code or on the

 

application of trustees in dissolution or of any receiver or receivers appointed

 

for the Corporation under the provisions of section 279 of Title 8 of the

 

Delaware Code, order a meeting of the creditors or class of creditors, and/or of

 

the stockholders of class of stockholders of the Corporation, as the case may

 

be, to be summoned in such manner as

 

 

 

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the said court directs. If a majority in number representing three-fourths in

 

value of the creditors or class of creditors, and/or of the stockholders or

 

class of stockholders of the Corporation, as the case may be, agree to any

 

compromise or arrangement and to any reorganization of the Corporation as a

 

consequence of such compromise or arrangement, the said compromise or

 

arrangement and the said reorganization shall, if sanctioned by the court to

 

which said application has been made, be binding on all the creditors or class

 

of creditors, and/or on all the stockholders or class of stockholders of the

 

Corporation, as the case may be, and also on the Corporation.

 

SIXTH: In furtherance and not in limitation of the powers

 

conferred by statute and except as provided here-in, the Board of Directors is

 

expressly authorized to make, alter or repeal the by-laws of the Corporation.

 

SEVENTH: The Corporation shall have perpetual existence.

 

EIGHTH: No holder of stock of the Corporation shall, as such

 

holder, have any right to purchase or subscribe for any shares of stock of the

 

corporation of any class, now or hereafter authorized, or any obligations or

 

instruments which the corporation may issue or sell that shall, be convertible

 

into or exchangeable for or entitle the

 

 

 

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State of Delaware

 

Office of the Secretary of State

 

--------------------------------

 

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF

 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

 

COPY OF THE CERTIFICATE OF AMENDMENT OF "FACTSET RESEARCH

 

SYSTEMS INC.", FILED IN THIS OFFICE ON THE FOURTH DAY OF JUNE,

 

A.D. 1996, AT 12:30 O'CLOCK P.M.

 

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

 

THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/S/ Edward J. Freel

----------------------------------

Edward J. Freel, Secretary of State

 

(seal)

AUTHENTICATION: 7971762

 

DATE: 06-04-96

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FACTSET RESEARCH SYSTEMS INC.

 

 

I, the undersigned, Chairman of the Board of

FACTSET SYSTEMS INC., a corporation organized and

existing under the laws of the State of Delaware (the

"Corporation"), in order to amend the Certificate of

Incorporation of the Corporation, do hereby certify as

follows:

 

1. The name of the Corporation is FACTSET

RESEARCH SYSTEMS INC.

 

2. The Certificate of Incorporation of the

Corporation is hereby amended by deleting Article "FOURTH"

in its entirety and substituting in lieu thereof the

following:

 

FOURTH: The Corporation shall have the authority

to issue a total of fifty million (50,000,000) shares of

capital stock, consisting of (i) forty million (40,000,000)

shares of Common Stock, $ .01 par value per share, and (ii)

ten million (10,000,000) shares of Preferred Stock, $ .01 par

value per share. The Corporation's Board of Directors is

expressly authorized to provide by resolution or resolutions

from time to time for the issue of the Preferred Stock in

one or more series, the shares of each of which series may

have such voting powers, full or limited, or no voting

powers, and such designations, preferences and relative

participating, optional or other special rights, and

qualifications, limitations or restrictions thereon, as

shall be permitted under the General Corporation Law of the

State of Delaware and as shall be stated in the resolution

or resolutions providing for the issue of such stock adopted

by the Board of Directors pursuant to the authority

expressly vested in the Board of Directors hereby.

 

3. The amendment of the Certificate of

Incorporation herein certified has been duly adopted in

accordance with the provisions of Sections 228 and 242 of

the General Corporations Law of the State of Delaware.

<PAGE>

 

 

IN WITNESS WHEREOF, this Certificate has been

signed and affirmed as true under penalties of perjury by

the undersigned on this 3 day of June, 1996.

- ----

 

 

/s/ Howard E. Wille

___________________________

Howard E. Wille

Chairman

 

 

 

Attest:

 

/s/

- ---------------------

Howard E. Wille

Secretary

 

SECOND AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

FACTSET RESEARCH SYSTEMS INC.

 

WE, THE UNDERSIGNED, PHILIP A. HADLEY AND RACHEL R. STERN, being the Chairman of the Board of Directors and Chief Executive Officer, and Secretary, respectively, of FACTSET RESEARCH SYSTEMS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) do hereby CERTIFY as follows:

 

1.

The name of the corporation is FACTSET RESEARCH SYSTEMS INC. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 25, 1984.

 

2.

The text of the Restated Certificate of Incorporation of this Corporation is hereby amended by deleting the first sentence of Article “FOURTH” in its entirety and substituting in lieu thereof the following:

 

“FOURTH: The Corporation shall have the authority to issue a total of one hundred and sixty million (160,000,000) shares of capital stock, consisting of (i) one hundred and fifty million (150,000,000) shares of Common Stock, $.01 par value per share, and (ii) ten million (10,000,000) shares of Preferred Stock, $.01 par value per share.”

 

3.

This Second Amendment of the Restated Certificate of Incorporation herein certified was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, FactSet Research Systems Inc. has caused this Second Amendment to the Restated Certificate of Incorporation to be executed by the undersigned officer, thereunto duly authorized, this 16th day of December 2011.

 

 

FACTSET RESEARCH SYSTEMS INC.

a Delaware Corporation

Date: December 16, 2011

/s/ PHILIP A. HADLEY

Philip A. Hadley

Chairman and Chief Executive Officer

/s/ RACHEL R. STERN

Rachel R. Stern

Senior Vice President

General Counsel and Secretary

 

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