RESTATED CERTIFICATE OF INCORPORATION OF IMATION CORP.

 

 

                  The undersigned, W. T. Monahan and C. A. Bates certify that

they are the Chief Executive Officer and Secretary, respectively, of Imation

Corp., a corporation organized and existing under the laws of the State of

Delaware (the "Corporation"), and do hereby further certify as follows:

 

                  (1) The name of the Corporation is Imation Corp.

 

                  (2) The name under which the Corporation was originally

         incorporated was "3M Information Processing, Inc." and the original

         Certificate of Incorporation of the Corporation was filed with the

         Secretary of State of the State of

         Delaware on March 26, 1996.

 

                  (3) This Restated Certificate of Incorporation was duly

         adopted by written consent of the sole voting stockholder of the

         Corporation entitled to vote thereon, all in accordance with the

         provisions of Sections 228, 242 and 245 of the General Corporation Law

         of the State of Delaware.

 

                  (4) The text of the Restated Certificate of Incorporation of

         the Corporation as amended hereby is restated to read in its entirety,

         as follows:

 

 

                  FIRST: The name of the Corporation is Imation Corp.

 

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

Delaware is 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 or purposes to be conducted

or promoted is: to engage in any lawful act or activity for which corporations

may be organized under the General Corporation Law of Delaware.

 

                  FOURTH: A. The total number of shares of all classes of stock

which this Corporation shall have authority to issue is 125,000,000,

consisting of 25,000,000 shares of preferred stock, par value $.01 per share,

and 100,000,000 shares of common stock, par value $.01 per share.

 

                  B. The designations, powers, preferences, and rights, and the

qualifications, limitations or restrictions of the preferred stock and the

common stock of the Corporation are as follows:

 

                  1. The preferred stock may be issued from time to time as

shares of one or more series in any amount, not exceeding in the aggregate,

including all shares of any and all series previously issued, the total number

of shares of preferred stock hereinabove authorized. All shares of any one

series of preferred stock shall rank equally and be identical, except as to the

times from which cumulative dividends, if any, thereon shall be cumulative.

 

                  2. The Board of Directors of the Corporation is hereby

expressly authorized from time to time to issue preferred stock as preferred

stock of any series, and in connection with the creation of each such series to

fix by the resolution or resolutions providing for the issue of shares thereof,

the designations, preferences and relative, participating, optional,

conditional, or other special rights, and qualifications, limitations, or

restrictions thereof, of such series, to the full extent now or hereafter

permitted by laws of the State of Delaware, including, without limitation, the

following matters:

 

                           (a) The designation of such series;

 

                           (b) The rate or amount and times at which, and the

         preferences and conditions under which, dividends shall be payable on

         shares of such series, the status of such dividends as cumulative or

         noncumulative, the date or dates from which dividends, if cumulative,

         shall accumulate, and the status of such series as participating or

         nonparticipating after the payment of dividends on shares which are

         entitled to any preference;

 

                           (c) The voting rights, if any, of shares of such

         series in addition to those required by law, which may be full,

         limited, multiple, fractional, or none, including any right to vote as

         a class either generally or in connection with any specified matter or

         matters;

 

                           (d) The amount, times, terms, and conditions, if

         any, upon which shares of such series shall be subject to redemption;

 

                           (e) The rights and preferences, if any, of the

         holders of shares of such series in the event of any liquidation,

         dissolution, or winding up of the Corporation;

 

                           (f) Whether the shares of such series shall be

         entitled to the benefit of a sinking fund to be applied to the purchase

         or redemption of such series, and if so entitled, the amount of such

         fund and the manner of its application; and

 

                           (g) Whether the shares of such series shall be

         convertible into, or exchangeable for, shares of any other class or

         classes or of any other series of the same or any other class or

         classes of stock of the Corporation, and if made so convertible or

         exchangeable, the conversion price or prices, or the rates of exchange,

         and the adjustments, if any, at which such conversion or exchange may

         be made.

 

                  C. Except for and subject to those rights expressly granted to

the holders of preferred stock, or any series thereof, by the Board of

Directors, pursuant to the authority hereby vested in the Board or as provided

by the laws of the State of Delaware, the holders of the Corporation's common

stock shall have exclusively all rights of shareholders and shall possess

exclusively all voting power. Each holder of common stock of the Corporation

shall be entitled to one vote for each share of such stock standing in such

holder's name on the books of the Corporation.

 

                  FIFTH: The Corporation is to have perpetual existence.

 

                  SIXTH: In furtherance, and not in limitation of the powers

conferred by statute, the Board of Directors is expressly authorized:

 

                  To make, alter, or repeal the Bylaws of the Corporation.

 

                  To authorize and cause to be executed mortgages and liens upon

the real and personal property of the Corporation.

 

                  To set apart out of any funds of the Corporation available for

dividends a reserve or reserves for any proper purpose and to abolish any such

reserve in the manner in which it was created.

 

                  By a majority of the whole Board, to designate one or more

committees, each committee to consist of one or more of the directors of the

Corporation. The Board may designate one or more directors as alternate members

of any committee, who may replace any absent or disqualified member at any

meeting of the committee. The Bylaws may provide that in the absence or

disqualification of a member of a committee, the member or members thereof

present at any meeting and not disqualified from voting, whether the member or

members constitute a quorum, may unanimously appoint another member of the Board

of Directors to act at the meeting in the place of any such absent or

disqualified member. Any such committee, to the extent provided in the

resolution of the Board of Directors, or in the Bylaws of the Corporation, shall

have and may exercise all the powers and authority of the Board of Directors in

the management of the business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers which may require it;

but no such committee shall have the power or authority in reference to amending

the Certificate of Incorporation, adopting an agreement of merger or

consolidation, recommending to the stockholders the sale, lease, or exchange of

all or substantially all of the Corporation's property and assets, recommending

to the stockholders a dissolution of the Corporation or a revocation of a

dissolution, or amending the Bylaws of the Corporation; and, unless the

resolution or Bylaws expressly so provide, no such committee shall have the

power or authority to declare a dividend or to authorize the issuance of stock.

 

                  When and as authorized by the stockholders in accordance with

statute, to sell, lease, or exchange all or substantially all of the property

and assets of the Corporation, including its goodwill and its corporate

franchises, upon such terms and conditions and for such consideration, which may

consist in whole or in part of money or property, including shares of stock in,

and/or other securities of, any other corporation or corporations, as its Board

of Directors shall deem expedient and for the best interest of the Corporation.

 

                  SEVENTH: Meetings of stockholders may be held within or

without the State of Delaware, as the Bylaws may provide. The books of the

Corporation may be kept (subject to any provision contained in the statutes)

outside the State of Delaware at such place or places as may be designated from

time to time by the Board of Directors or in the Bylaws of the Corporation.

 

                  EIGHTH: This Corporation reserves the right to amend, alter,

change, or repeal any provision contained in this Certificate of Incorporation,

in the manner now or hereafter prescribed by statute, and all rights conferred

upon stockholders herein are granted subject to this reservation.

 

                  NINTH: Whenever a compromise or arrangement is proposed

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

this 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 this Corporation or of any creditor or stockholder thereof or on

the application of any receiver or receivers appointed for this 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 this 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 or class of stockholders of this Corporation, as the case may

be, to be summoned in such manner as the said court directs. If the 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 this

Corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of this 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 the 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 this Corporation as the case may be,

and also on this Corporation.

 

                  TENTH: A. The business and affairs of the Corporation shall be

managed by or under the Board of Directors consisting of not less than three

directors nor more than sixteen directors, the exact number of directors to be

determined from time to time by resolution adopted by the Board of Directors.

The directors shall be divided, with respect to the terms for which they

severally hold office, into three classes, as nearly equal in number of

directors as possible, as determined by the Board of Directors, with the term of

office of the first class to expire at the Annual Meeting of Stockholders to be

held in 1997, the term of office of the second class to expire at the Annual

Meeting of Stockholders to be held in 1998, and the term of office of the third

class to expire at the Annual Meeting of Stockholders to be held in 1999 with

each class of directors to hold office until their successors are duly elected

and have qualified. At each Annual Meeting of Stockholders following such

initial classification and election, directors elected to succeed those

directors whose terms expire at such annual meeting, other than those directors

elected under particular circumstances by a separate class vote of the holders

of any class or series of stock of the Corporation having a preference over the

common stock of the Corporation as to dividends or upon liquidation of the

Corporation, shall be elected to hold office for a term expiring at the Annual

Meeting of Stockholders in the third year following the year of their election

and until their successors are duly elected and have qualified. When the number

of directors is changed, any newly created directorships or any decrease in

directorships shall be so apportioned among the classes as to make all classes

as nearly equal in number of directors as possible, as determined by the Board

of Directors. No decrease in the number of directors constituting the Board of

Directors shall shorten the term of any incumbent director. The provisions of

this Paragraph are subject to the provisions of Paragraph D of this Article.

 

                  B. Except as may be provided in the terms of any class or

series of stock of the Corporation having a preference over the common stock of

the Corporation as to dividends or upon liquidation of the Corporation relating

to the rights of the holders of such class or series to elect, by separate class

vote, additional directors, no member of the Board of Directors may be removed

from office except for cause.

 

                  C. Subject to the provisions of Paragraph D of this Article

TENTH, newly created directorships resulting from an increase in the number of

directors of the Corporation and vacancies occurring in the Board of Directors

resulting from death, resignation, retirement, removal, or any other reason

shall be filled by the affirmative vote of a majority of the directors, although

less than a quorum, then remaining in office and elected by the holders of the

capital stock of the Corporation entitled to vote generally in the election of

directors or, in the event that there is only one such director, by such sole

remaining director. Any director elected in accordance with the preceding

sentence shall hold office for the full term of the class of directors in which

the new directorship was created or the vacancy occurred and until such

director's successor shall have been duly elected and qualified.

 

                  D. In the event that the holders of any class or series of

stock of the Corporation having a preference over the common stock as to

dividends or upon liquidation of the Corporation are entitled, by a separate

class vote, to elect directors pursuant to the terms of such class or series,

then the provisions of such class or series with respect to such rights of

election shall apply to the election of such directors. The number of directors

that may be elected by holders of any such class or series of stock shall be in

addition to the number fixed by the Board of Directors pursuant to this Article

TENTH. Except as otherwise expressly provided in the terms of such class or

series, the number of directors that may be so elected by the holders of any

such class or series of stock shall be elected for terms expiring at the next

Annual Meeting of Stockholders and without regard to the classification of the

remaining members of the Board of Directors, and vacancies among directors so

elected by the separate class vote of any such class or series of stock shall be

filled by the affirmative vote of a majority of the remaining directors elected

by such class or series, or, if there are no such remaining directors, by the

holders of such class or series in the same manner in which such class or series

initially elected a director.

 

                  If at any meeting for the election of directors, more than one

class of stock, voting separately as classes, shall be entitled to elect one or

more directors and there shall be a quorum of only one such class of stock, that

class of stock shall be entitled to elect its quota of directors notwithstanding

absence of a quorum of the other class or classes of stock.

 

                  E. Notwithstanding any other provisions of this Certificate of

Incorporation or the Bylaws of the Corporation (and notwithstanding that a

lesser percentage may be specified by law), the provisions of this Article TENTH

may not be amended or repealed unless such action is approved by the affirmative

vote of the holders of not less than eighty percent (80%) of the voting power of

all of the outstanding shares of capital stock of the Corporation entitled to

vote generally in the election of directors, considered for purposes of this

Article as a single class.

 

                  ELEVENTH: Subject to any limitations imposed by this

Certificate of Incorporation, the Board of Directors shall have power to adopt,

amend, or repeal the Bylaws of the Corporation. Any Bylaws made by the directors

under the powers conferred hereby may be amended or repealed by the directors or

by the stockholders. Notwithstanding the foregoing and any other provisions of

this Certificate of Incorporation or the Bylaws of this Corporation (and

notwithstanding that a lesser percentage may be specified by law), no provisions

of the Bylaws shall be adopted, amended or repealed by the stockholders without

an affirmative vote of the holders of not less than eighty percent (80%) of the

voting power of all of the outstanding shares of capital stock of the

Corporation entitled to vote generally in the election of directors, considered

for the purposes of this Article as a single class.

 

                  Notwithstanding the foregoing and any other provisions of this

Certificate of Incorporation or the Bylaws of the Corporation (and

notwithstanding that a lesser percentage may be specified by law), the

provisions of this Article ELEVENTH may not be amended or repealed unless such

action is approved by the affirmative vote of the holders of not less than

eighty percent (80%) of the voting power of all of the outstanding shares of

capital stock of the Corporation entitled to vote generally in the election of

directors, considered for purposes of this Article as a single class.

 

                  TWELFTH: No action required to be taken or which may be taken

at any annual or special meeting of stockholders of the Corporation may be taken

without a meeting, and the power of stockholders to consent in writing, without

a meeting, to the taking of an action is specifically denied.

 

                  THIRTEENTH: A. In addition to the requirements of the

provisions of any series of preferred stock which may be outstanding, and

whether or not a vote of the stockholders is otherwise required, the affirmative

vote of the holders of not less than eighty percent (80%) of the outstanding

shares of the common stock shall be required for the approval or authorization

of any Business Transaction with a Related Person, or any Business Transaction

in which a Related Person has an interest (other than only a proportionate

interest as a stockholder of the Corporation); provided, however, that the

eighty percent (80%) voting requirement shall not be applicable if (1) the

Business Transaction is Duly Approved by the Continuing Directors, or (2) all

of the following conditions are satisfied:

 

                  (a) the Business Transaction is a merger or consolidation or

         sale of substantially all of the assets of the Corporation, and the

         aggregate amount of cash to be received per share (on the date of

         effectiveness of such merger or consolidation or on the date of

         distribution to stockholders of the Corporation of the proceeds from

         such sale of assets) by holders of common Stock of the Corporation

         (other than such Related Person) in connection with such Business

         Transaction is at least equal in value to such Related Person's Highest

         Common Stock Purchase Price; and

 

                  (b) after such Related Person has become the Beneficial Owner

         of not less than ten percent (10%) of the voting power 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 or securities convertible into Voting

         Stock, except (i) as a part of the transaction which resulted in such

         Related Person becoming the Beneficial Owner of not less than ten

         percent (10%) of the voting power of the Voting Stock or (ii) as a

         result of a pro rata stock dividend or stock split; and

 

                  (c) prior to the consummation of such Business Transaction,

         such Related Person shall not have, directly or indirectly, (i)

         received the benefit (other than only a proportionate benefit as a

         stockholder of the Corporation) of any loans, advances, guarantees,

         pledges, or other financial assistance or tax credits provided by the

         Corporation or any of its subsidiaries, (ii) caused any material change

         in the Corporation's business or equity capital structure, including,

         without limitation, the issuance of shares of capital stock of the

         Corporation, or (iii) except as Duly Approved by the Continuing

         Directors, caused the Corporation to fail to declare and pay (y) at the

         regular date therefor any full quarterly dividends on any outstanding

         preferred stock or (z) quarterly cash dividends on the outstanding

         common stock on a per share basis at least equal to the cash dividends

         being paid thereon by the Corporation immediately prior to the date on

         which the Related Person became a Related Person.

 

                  B. For the purpose of this Article THIRTEENTH:

 

                  1. The term "Business Transaction" shall mean (a) any merger

or consolidation involving the Corporation or a subsidiary of the Corporation,

(b) any sale, lease, exchange, transfer, or other disposition (in one

transaction or a series of related transactions), including, without limitation,

a mortgage or any other security device, of all or any Substantial Part of the

assets either of the Corporation or of a subsidiary of the Corporation, (c) any

sale, lease, exchange, transfer, or other disposition (in one transaction or a

series of related transactions) of all or any Substantial Part of the assets of

an entity to the Corporation or a subsidiary of the Corporation, (d) the

issuance, sale, exchange, transfer, or other disposition (in one transaction or

a series of related transactions) by the Corporation or a subsidiary of the

Corporation of any securities of the Corporation or any subsidiary of the

Corporation, (e) any recapitalization or reclassification of the securities of

the Corporation (including, without limitation, any reverse stock split) or

other transaction that would have the effect of increasing the voting power of a

Related Person or reducing the number of shares of each class of Voting Stock

outstanding, (f) any liquidation, spinoff, splitoff, splitup, or dissolution of

the Corporation, and (g) any agreement, contract, or other arrangement providing

for any of the transactions described in this definition of Business

Transaction.

 

                  2. The term "Related Person" shall mean and include (a) any

individual, corporation, partnership, group, association, or other person or

entity which, together with its Affiliates and Associates, is the Beneficial

Owner of not less than ten percent (10%) of the voting power of the Voting Stock

or was the Beneficial Owner of not less than ten percent (10%) of the voting

power of the Voting Stock (i) at the time the definitive agreement providing for

the Business Transaction (including any amendment thereof) was entered into,

(ii) at the time a resolution approving the Business Transaction was adopted by

the Board of Directors of the Corporation, or (iii) as of the record date for

the determination of stockholders entitled to notice of and 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 the Corporation, a

wholly owned subsidiary of the Corporation, any employee stock ownership or

other employee benefit plan of the Corporation or any wholly owned subsidiary of

the Corporation, or any trustee of, or fiduciary with respect to, any such plan

when acting in such capacity, and shall not include Minnesota Mining and

Manufacturing Company unless it satisfies the criteria to be a related person at

any time after July 10, 1996.

 

                  3. The term "Beneficial Owner" shall be defined by reference

to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as in

effect on July 1, 1996; provided, however, that any individual, corporation,

partnership, group, association, or other person or entity which has the right

to acquire 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.

 

                  4. The term "Highest Common Stock Purchase Price" shall mean

the highest amount of consideration paid by such Related Person for a share of

common stock of the Corporation (including any brokerage commissions, transfer

taxes, and soliciting dealers' fees) in the transaction which resulted in such

Related Person becoming a Related Person or within one year prior to the date

such Related Person became a Related Person, whichever is higher; provided,

however, that the Highest Common Stock Purchase Price shall be appropriately

adjusted to reflect the occurrence of any reclassification, recapitalization,

stock split, reverse stock split, or other similar corporate readjustment in the

number of outstanding shares of common stock of the Corporation between the last

date upon which such Related Person paid the Highest Common Stock Purchase Price

to the effective date of the merger or consolidation or the date of distribution

to stockholders of the Corporation of the proceeds from the sale of

substantially all of the assets of the Corporation referred to in subparagraph

(2)(a) of Section A. of this Article THIRTEENTH.

 

                  5. The term "Substantial Part" shall mean more than five

percent (5%) of the fair market value of the total assets of the entity in

question, as reflected on the most recent consolidated balance sheet of such

entity existing at the time the stockholders of the Corporation would be

required to approve or authorize the Business Transaction involving the assets

constituting any such Substantial Part.

 

                  6. The term "Voting Stock" shall mean all outstanding shares

of capital stock of the Corporation entitled to vote generally in the election

of directors, considered for the purpose of this Article THIRTEENTH as one

class.

 

                  7. The term "Continuing Director" shall mean a director who

either was a member of the Board of Directors of the Corporation on July 1, 1996

or who became a director of the Corporation subsequent to such date and whose

election, or nomination for election by the Corporation's stockholders, was Duly

Approved by the Continuing Directors on the Board at the time of such nomination

or election, either by a specific vote or by approval of the proxy statement

issued by the Corporation on behalf of the Board of Directors in which such

person is named as nominee for director, without due objection to such

nomination; provided, however, that in no event shall a director be considered a

"Continuing Director" if such director is a Related Person and the Business

Transaction to be voted upon is with such Related Person or is one in which such

Related Person has an interest (other than only a proportionate interest as a

stockholder of the Corporation).

 

                  8. The term "Duly Approved by the Continuing Directors" shall

mean an action approved by the vote of at least a majority of the Continuing

Directors then on the Board, except, if the votes of such Continuing Directors

in favor of such action would be insufficient to constitute an act of the Board

of Directors if a vote by all of its members were to have been taken, then such

term shall mean an action approved by the unanimous vote of the Continuing

Directors then on the Board so long as there are at least three Continuing

Directors on the Board at the time of such unanimous vote.

 

                  9. The term "Affiliate," 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.

 

                  10. The term "Associate," 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, (b) any

trust or other estate in which such specified 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 Corporation or any of its parents

or subsidiaries, and (d) any person who is a director, officer, or partner of

such specified person or of any corporation (other than the Corporation or any

wholly owned subsidiary of the Corporation), partnership or other entity which

is an Affiliate of such specified person.

 

                  C. For the purpose of this Article THIRTEENTH, so long as

Continuing Directors constitute at least a majority of the entire Board of

Directors, the Board of Directors shall have the power to make a good faith

determination, on the basis of information known to them, of: (1) the number of

shares of Voting Stock of which any person is the Beneficial Owner, (2) whether

a person is a Related Person or is an Affiliate or Associate of another, (3)

whether a person has an agreement, arrangement, or understanding with another as

to the matters referred to in the definition of Beneficial Owner herein, (4)

whether the assets subject to any Business Transaction constitute a Substantial

Part, (5) whether any Business Transaction is with a Related Person or is one in

which a Related Person has an interest (other than only a proportionate interest

as a stockholder of the Corporation), (6) whether a Related Person, has,

directly or indirectly, received any benefits or caused any of the changes or

caused the Corporation to fail to declare and pay any of the dividends referred

to in subparagraph (2)(c) of Section A of this Article THIRTEENTH, and (7) such

other matters with respect to which a determination is required under this

Article THIRTEENTH; and such determination by the Board of Directors shall be

conclusive and binding for all purposes of this Article THIRTEENTH.

 

                  D. Nothing contained in this Article THIRTEENTH shall be

construed to relieve any Related Person of any fiduciary obligation imposed by

law.

 

                  E. The fact that any Business Transaction complies with the

provisions of Section A. of this Article THIRTEENTH 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 stockholders of the Corporation.

 

                  F. Notwithstanding any other provisions of this Certificate of

Incorporation or the Bylaws of the Corporation (and notwithstanding that a

lesser percentage may be specified by law), the provisions of this Article

THIRTEENTH may not be repealed or amended in any respect, unless such action is

approved by the affirmative vote of the holders of not less than eighty percent

(80%) of the outstanding shares of the common stock.

 

                  FOURTEENTH: The liability of the Corporation's directors to

the Corporation or any of its stockholders for monetary damages for breach of

fiduciary duty as a director shall be eliminated to the fullest extent permitted

under the Delaware General Corporation Law. Any repeal or modification of this

Article FOURTEENTH by the stockholders of the Corporation shall not adversely

affect any right or protection of a director of the Corporation existing at the

time of such repeal or modification with respect to acts or omissions occurring

prior to such repeal or modification.

 

                  IN WITNESS WHEREOF, said IMATION CORP. has caused this

certificate to be signed by W. T. Monahan, its Chief Executive Officer, and

attested by C. A. Bates, its Secretary, this [__] day of [________], 1996.

 

 

                                                   IMATION CORP.

 

 

                                                   By___________________________

                                                      W. T. Monahan

                                                      Chief Executive Officer

 

 

ATTEST:

 

 

 

By_____________________________

    C. Bates

    Secretary

 

[As Filed: 06-07-1996]