ARTICLES OF AMENDMENT AND RESTATEMENT

 

                                      OF

 

                                NCR CORPORATION

 

NCR Corporation, a Maryland corporation having its principal business office in

Dayton, Ohio, and its principal office in the City of Rockville, State of

Maryland, desires to amend and restate its charter as currently in effect, and

hereby certifies to the State Department of Assessment and Taxation of Maryland

that:

 

FIRST:  The Charter of the Corporation is hereby amended by:

 

Changing and reclassifying each of the shares of Common Stock (par value $5.00

per share) of the Corporation which is issued as of the close of business on the

effective date of this amendment into one share of Common Stock (par value $.01

per share) and by transferring from the account designated "Common Stock" to the

account designated "Capital Surplus" $4.99 for each share of Common Stock issued

immediately after the change and reclassification, or $359,280,000 in the

aggregate.

 

Changing and reclassifying the 72,000,000 shares of Common Stock (par value $.01

per share) of the Corporation which are issued as of the close of business on

the effective date of this amendment into 101,437,174.688 shares of Common Stock

(par value $.01 per share) and by transferring from the account designated

"Capital Surplus" to the account designated "Common Stock" $294,371.74688, such

change and reclassification to be made as a 1.408849648444-for-one split of the

issued shares and not as a stock dividend, and in connection therewith there

shall be issued 29,437,174.688 additional shares of Common Stock (par value $.01

per share).

 

SECOND:  The following provisions are all of the provisions of the Charter

currently in effect and as hereinafter amended:

 

                                   ARTICLE I

 

                                     Name

                                     ----

 

Section 1.1.  The name of the Corporation (the "Corporation") is:  NCR

Corporation.

 

<PAGE>

 

                                  ARTICLE II

 

                Principal Office, Registered Office, and Agent

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

 

Section 2.1.  The address of the Corporation's principal office in the State of

Maryland is 2 Choke Cherry Road, Rockville, Maryland 20815.  The resident agent

of the Corporation in the State of Maryland is Mallon Snyder.  The address of

the resident agent is 99 South Washington Street, Rockville, Maryland 20850.

Such resident agent is a Maryland resident.

 

 

                                  ARTICLE III

 

                                   Purposes

                                   --------

 

Section 3.1.  The purpose of the Corporation is to engage in any lawful act,

activity or business for which corporations may be organized under the General

Laws of the State of Maryland as now or hereafter in force.  The Corporation

shall have all the general powers granted by law to Maryland corporations and

all other powers not inconsistent with law which are appropriate to promote and

attain its purpose.

 

 

                                  ARTICLE IV

 

                                 Capital Stock

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

 

Section 4.1.  The Corporation shall be authorized to issue 600,000,000 shares of

capital stock, of which 500,000,000 shares shall be classified as "Common

Stock", $.01 par value per share ("Common Stock") (having an aggregate par value

of $5,000,000.00), and 100,000,000 shares shall be classified as "Preferred

Stock", $.01 par value per share ("Preferred Stock") (having an aggregate par

value of $1,000,000.00).  The aggregate par value of all authorized shares is

$6,000,000.00.  The Board of Directors may classify and reclassify any unissued

shares of capital stock by setting or changing in any one or more respects the

preferences, conversion or other rights, voting powers, restrictions,

limitations as to dividends, qualifications or terms or conditions of redemption

of such shares of stock.

 

Section 4.2.  The Common Stock shall be subject to the express terms of the

Preferred Stock and any series thereof.  The holders of shares of Common Stock

shall be entitled to one vote for each such share upon all proposals presented

to the stockholders on which the holders of Common Stock are entitled to vote,

except for proposals on which only the holders of another specified class or

series of capital stock are entitled to vote.  Subject to the provisions of law

and any preference rights with respect to the payment of dividends attaching to

the Preferred Stock or any series thereof, the holders of Common Stock shall be

entitled to receive, as and when declared by the Board of Directors, dividends

and other distributions authorized by the Board of Directors in accordance with

Maryland General Corporation Law, as in effect from time to time (the "MGCL")

and to all other rights of a stockholder pursuant thereto.  Except as otherwise

provided by law or in the Charter of the Corporation (including in any Articles

Supplementary (as defined below)) (the "Charter"), 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 receive notice

of any meeting of stockholders at which they are not entitled to vote.  In the

event of a liquidation, dissolution or winding up of the Corporation or other

distribution of the Corporation's assets among stockholders for the purpose of

winding up the Corporation's affairs, whether voluntary or involuntary, after

payment or provision for payment of the debts and other liabilities of the

Corporation and subject to the rights, privileges, conditions and restrictions

attaching to the Preferred Stock or any series thereof, the Common Stock shall

entitle the holders thereof, together with the holders of any other class of

stock hereafter classified or reclassified not having a preference on

distributions in the liquidation, dissolution or winding up of the Corporation

or other distribution of the Corporation's assets among stockholders for the

purpose of winding up the Corporation's affairs, whether voluntary or

involuntary, to share ratably in the remaining net assets of the Corporation.

 

Section 4.3.  The Preferred Stock may be issued from time to time in one or more

series as authorized by the Board of Directors.  The Board of Directors shall

have the power from time to time to the maximum extent permitted by the MGCL to

classify or reclassify, in one or more series, any unissued shares of Preferred

Stock, and to reclassify any unissued shares of any series of Preferred Stock,

in any such case, by setting or changing the number of shares constituting such

series and the designation, preferences, conversion or other rights, voting

powers, restrictions, limitations as to dividends, qualifications, or terms or

conditions of redemption of the stock.  In any such event, the Corporation shall

file for record with the State Department of Assessments and Taxation of

Maryland (or other appropriate entity) articles supplementary in form and

substance prescribed by the MGCL (each, an "Articles Supplementary").  Subject

to the express terms of any series of Preferred Stock outstanding at the time,

the Board of Directors may increase or decrease the number or alter the

designation or classify or reclassify any unissued shares of a particular

 

<PAGE>

 

series of Preferred Stock by fixing or altering in one or more respects, from

time to time before issuing the shares, any terms, rights, restrictions and

qualifications of the shares, including any preference, conversion or other

rights, voting powers, restrictions, limitations as to dividends, qualifications

or terms or conditions of redemption of the shares of the series.

 

Section 4.4  Subject to the foregoing, the power of the Board of Directors to

classify and reclassify any of the shares of capital stock shall include,

without limitation, subject to the provisions of the Charter, authority to

classify or reclassify any unissued shares of such stock into a class or classes

of preferred stock, preference stock, special stock or other stock, and to

divide and classify shares of any class into one or more series of such class,

by determining, fixing or altering one or more of the following:

 

     (a)  the designation of such class or series, which may be by

     distinguishing number, letter or title;

 

     (b)  the number of shares of such class or series, which number the Board

     of Directors may thereafter (except where otherwise provided in the

     Articles Supplementary) increase or decrease (but not below the number of

     shares thereof then outstanding) and any shares of any class or series

     which have been redeemed, purchased, otherwise acquired or converted into

     shares of Common Stock or any other class or series shall become part of

     the authorized capital stock and be subject to classification and

     reclassification as provided in this Section;

 

     (c)  whether dividends, if any, shall be cumulative or noncumulative, and,

     in the case of shares of any class or series having cumulative dividend

     rights, the date or dates or method of determining the date or dates from

     which dividends on the shares of such class or series shall be cumulative;

 

     (d)  the rate of any dividends (or method of determining such dividends)

     payable to the holders of the shares of such class or series, any

     conditions upon which such dividends shall be paid and the date or dates or

     the method for determining the date or dates upon which such dividends

     shall be payable, and whether any such dividends shall rank senior or

     junior to or on a parity with the dividends payable on any other class or

     series of stock;

 

     (e)  the price or prices (or method of determining such price or prices) at

     which, the form of payment of such price or prices (which may be cash,

     property or rights, including securities of the same or another corporation

     or other entity) for which, the period or periods within which and the

     terms and conditions upon which the shares of such class or series may be

     redeemed, in whole or in part, at the option of the Corporation or at the

     option of the holder or holders thereof or upon the happening of a

     specified event or events, if any;

 

     (f)  the obligation, if any, of the Corporation to purchase or redeem

     shares of such class or series pursuant to a sinking fund or otherwise and

     the price or prices at which, the form of payment of such price or prices

     (which may be cash, property or rights, including securities of the same or

     another corporation or other entity) for which, the period or periods

     within which and the terms and conditions upon which the shares of such

     class or series shall be redeemed or purchased, in whole or in part,

     pursuant to such obligation;

 

     (g)  the rights of the holders of shares of such class or series upon the

     liquidation, dissolution or winding up of the affairs of, or upon any

     distribution of the assets of, the Corporation, which rights may vary

     depending upon whether such liquidation, dissolution or winding up is

     voluntary or involuntary and, if voluntary, may vary at different dates,

     and whether such rights shall rank senior or junior to or on a parity with

     such rights of any other class or series of stock;

 

     (h)  provisions, if any, for the conversion or exchange of the shares of

     such class or series, at any time or times at the option of the holder or

     holders thereof or at the option of the Corporation or upon the happening

     of a specified event or events, into shares of any other class or classes

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

     any other security, of the Corporation, or any other corporation or other

     entity, and the price or prices or rate or rates of conversion or exchange

     and any adjustments applicable thereto, and all other terms and conditions

     upon which such conversion or exchange may be made;

 

     (i)  restrictions on the issuance of shares of the same series or of any

     other class or series, if any;

 

     (j)  the voting rights, if any, of the holders of shares of such class or

     series in addition to any voting rights required by law;

 

     (k)  whether or not there shall be any limitations applicable, while shares

     of such class or series are outstanding, upon the payment of dividends or

     making of distributions on, or the acquisition of, or the use of moneys for

     purchase or redemption of, any stock of the Corporation, or upon any other

     action of the Corporation, including action under this Section, and, if so,

     the terms and conditions thereof; and

 

<PAGE>

 

     (l)  any other preferences, rights, restrictions, including restrictions on

     transferability, and qualifications of shares of such class or series, not

     inconsistent with law and the Charter.

 

Section 4.5  For the purposes hereof and of any Articles Supplementary to the

Charter providing for the classification or reclassification of any shares of

capital stock or of any other charter document of the Corporation (unless

otherwise provided in any such article or document), any class or series of

stock of the Corporation shall be deemed to rank:

 

     (a)  prior to another class or series either as to dividends or upon

     liquidation, if the holders of such class or series shall be entitled to

     the receipt of dividends or of amounts distributable on liquidation,

     dissolution or winding up, as the case may be, in preference or priority to

     holders of such other class or series;

 

     (b)  on a parity with another class or series either as to dividends or

     upon liquidation, whether or not the dividend rates, dividend payment dates

     or redemption or liquidation price per share thereof be different from

     those of such others, if the holders of such class or series of stock shall

     be entitled to receipt of dividends or amounts distributable upon

     liquidation, dissolution or winding up, as the case may be, in proportion

     to their respective dividend rates or redemption or liquidation prices,

     without preference or priority over the holders of such other class or

     series; and

 

     (c)  junior to another class or series either as to dividends or upon

     liquidation, if the rights of the holders of such class or series shall be

     subject or subordinate to the rights of the holders of such other class or

     series in respect of the receipt of dividends or the amounts distributable

     upon liquidation, dissolution or winding up, as the case may be.

 

Section 4.6.

 

     (a)  In determining whether a distribution (other than upon voluntary or

     involuntary liquidation), by dividend, redemption or other acquisition of

     shares or otherwise, is permitted under the MGCL, no effect shall be given

     to amounts that would be needed, if the Corporation were to be dissolved at

     the time of the distribution, to satisfy the preferential rights upon

     dissolution of stockholders whose preferential rights upon dissolution are

     junior to those receiving the distribution.

 

     (b)  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.

 

     (c)  Except as may be set forth in any Articles Supplementary, the Board of

     Directors is hereby expressly authorized pursuant to Section 2-309(b)(5) of

     the MGCL (or any successor similar or comparable provision) to declare or

     pay a dividend payable in shares of one class of the Corporation's stock to

     the holders of shares of such class of the Corporation's stock or to the

     holders of shares of any other class of stock of the Corporation.

 

 

                                   ARTICLE V

 

                              Stockholder Action

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

 

Section 5.1.  Except as may be provided in any Articles Supplementary, any

corporate action upon which a vote of stockholders is required or permitted may

be taken without a meeting or vote of stockholders only with the unanimous

written consent of stockholders entitled to vote thereon.

 

Section 5.2.  Except as otherwise required by the MGCL or as provided elsewhere

in the Charter or in the Bylaws, special meetings of stockholders of the

Corporation for any purpose or purposes may be called only by the Board of

Directors or by the President of the Corporation.  No business other than that

stated in the notice of the special meeting shall be transacted at such special

meeting.  Each of the Board of Directors, the President and Secretary of the

Corporation shall have the maximum power and authority permitted by the MGCL

with respect to the establishment of the date of any special meeting of

stockholders, the establishment of the record date for stockholders entitled to

vote thereat, the imposition of conditions on the conduct of any special meeting

of stockholders and all other matters relating to the call, conduct, adjournment

or postponement of any special meeting, regardless of whether the meeting was

convened by the Board of Directors, the President, the stockholders of the

Corporation or otherwise.

 

<PAGE>

 

                                  ARTICLE VI

 

                         Provisions Defining, Limiting

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

                             and Regulating Powers

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

 

Section 6.1.  The following provisions are hereby adopted for the purposes of

defining, limiting and regulating the powers of the Corporation and the

directors and stockholders, subject, however, to any provisions, conditions and

restrictions hereafter authorized pursuant to Article IV hereof:

 

     (a)  The Board of Directors of the Corporation is empowered to authorize

     the issuance from time to time of shares of its stock of any class, whether

     now or hereafter authorized, and securities convertible into shares of its

     stock of any class, whether now or hereafter authorized, for such

     consideration as the Board of Directors may deem advisable, and without any

     action by the stockholders.

 

     (b)  No holder of any stock or any other securities of the Corporation,

     whether now or hereafter authorized, shall have any preemptive right to

     subscribe for or purchase any stock or any other securities of the

     Corporation other than such, if any, as the Board of Directors, in its sole

     discretion, may determine and at such price or prices and upon such other

     terms as the Board of Directors, in its sole discretion, may fix; and any

     stock or other securities which the Board of Directors may determine to

     offer for subscription may, as the Board of Directors in its sole

     discretion shall determine, be offered to the holders of any class, series

     or type of stock or other securities at the time outstanding to the

     exclusion of the holders of any or all other classes, series or types of

     stock or other securities at the time outstanding.

 

     (c)  The Board of Directors of the Corporation shall, consistent with

     applicable law, have power in its sole discretion to determine from time to

     time in accordance with sound accounting practice or other reasonable

     valuation methods what constitutes annual or other net profits, earnings,

     surplus, or net assets in excess of capital; to fix and vary from time to

     time the amount to be reserved as working capital, or determine that

     retained earnings or surplus shall remain in the hands of the Corporation;

     to set apart out of any funds of the Corporation such reserve or reserves

     in such amount or amounts and for such proper purpose or purposes as it

     shall determine and to abolish any such reserve or any part thereof; to

     distribute and pay distributions or dividends in stock, cash or other

     securities or property, out of surplus or any other funds or amounts

     legally available therefor, at such times and to the stockholders of record

     on such dates as it may, from time to time, determine.

 

Section 6.2.  Unless provided to the contrary in the MGCL or other applicable

law, the Charter or the Bylaws, the affirmative vote of a majority of the voting

power of the shares present in person or represented by proxy at the meeting and

entitled to vote on the matter shall be the act of the stockholders.

 

Section 6.3.  No directors shall be disqualified from voting or acting on behalf

of the Corporation in contracting with any other corporation in which he may be

a director, officer or stockholder, nor shall any director of the Corporation be

disqualified from voting or acting in its behalf by reason of any personal

interest.

 

Section 6.4.  The Board of Directors shall have power to determine from time to

time whether and to what extent and at what times and places and under what

conditions and regulations the books, records, accounts and documents of the

Corporation, or any of them, shall be open to inspection by stockholders, except

as otherwise provided by law or by the Bylaws; and except as so provided no

stockholder shall have any right to inspect any book, record, account or

document of the Corporation unless authorized to do so by resolution of the

Board of Directors.

 

Section 6.5.  The enumeration and definition of particular powers of the Board

of Directors included in the foregoing shall in no way be limited or restricted

by reference to or inference from the terms of any other clause of this or any

other Article of the Charter of the Corporation, or construed as or deemed by

inference or otherwise in any manner to exclude or limit any powers conferred

upon the Board of Directors under the General Laws of the State of Maryland now

or hereafter in force.

 

<PAGE>

 

                                  ARTICLE VII

 

                              Board of Directors

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

 

Section 7.1.

 

     (a)  The Corporation shall have three directors, which number may be

     increased or decreased from time to time in such lawful manner as the

     Bylaws of the Corporation shall provide, but shall never be less than the

     minimum number permitted by the General Laws of the State of Maryland, as

     now or hereafter in force.

 

     (b)  The directors, other than those who may be elected in accordance with

     the terms of any Articles Supplementary, shall be divided into three

     classes.  Each such class shall consist, as nearly as may be possible, of

     one-third of the total number of directors, and any remaining directors

     shall be included with such group or groups as the Board of Directors shall

     designate.  At the annual meeting of the stockholders of the Corporation

     for 1996, a class of directors shall be elected for a one-year term, a

     class of directors shall be elected for a two-year term, and a class of

     directors shall be elected for a three-year term.  At each succeeding

     annual meeting of stockholders, beginning with 1997, successors to the

     class of directors whose term expires at that annual meeting shall be

     elected for a three-year term.  If the number of directors is changed, any

     increase or decrease shall be apportioned among the classes so as to

     maintain the number of directors in each class as nearly equal as possible,

     but in no case shall a decrease in the number of directors shorten the term

     of any incumbent director.

 

     (c)  Except as provided by law with respect to directors elected by

     stockholders of a class or series, any director or the entire Board of

     Directors may be removed for cause, by the affirmative vote of the holders

     of not less than 80% of the voting power of all Voting Stock (as defined

     below) then outstanding, voting together as a single class.  Subject to

     such removal, or the death, resignation or retirement of a director, a

     director shall hold office until the annual meeting of the stockholders for

     the year in which such director's term expires and until a successor shall

     be elected and qualified, except as provided in Section 7.1(d) hereof.

 

     (d)  Except as provided by law with respect to directors elected by

     stockholders of a class or series, a vacancy on the Board of Directors

     which results from the removal of a director may be filled by the

     affirmative vote of the holders of not less than 80% of the voting power of

     the then outstanding Voting Stock, voting together as a single class, and a

     vacancy which results from any such removal or from any other cause may be

     filled by a majority of the remaining directors, whether or not sufficient

     to constitute a quorum.  Any director so elected by the Board of Directors

     shall hold office until the next annual meeting of stockholders and until

     his successor is elected and qualifies and any director so elected by the

     stockholders shall hold office for the remainder of the term of the removed

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

     Directors shall shorten the term of any incumbent director.

 

     (e)  Except to the extent prohibited by law or limited by the Charter or

     the Bylaws, the Board of Directors shall have the power (which, to the

     extent exercised, shall be exclusive) to fix the number of directors and to

     establish the rules and procedures that govern the internal affairs of the

     Board of Directors and nominations for director, including without

     limitation the vote required for any action by the Board of Directors, and

     that from time to time shall affect the directors' power to manage the

     business and affairs of the Corporation and no Bylaw shall be adopted by

     the stockholders which shall modify the foregoing.

 

Section 7.2.  Advance notice of stockholder nominations for the election of

directors and of the proposal of business by stockholders shall be given in the

manner provided in the Bylaws of the Corporation, as amended and in effect from

time to time.  Unless and except to the extent that the Bylaws of the

Corporation shall so require, the election of directors of the Corporation need

not be by written ballot.

 

 

                                 ARTICLE VIII

 

                                    Bylaws

                                    ------

 

Section 8.1.  The Bylaws may contain any provision for the regulation and

management of the affairs of the Corporation not inconsistent with law or the

provisions of the Charter.  Without limiting the foregoing, to the maximum

extent permitted by the MGCL from time to time, the Corporation may in its

Bylaws confer upon the Board of Directors powers and authorities in addition to

those set forth in the Charter and in addition to those expressly conferred upon

the Board of Directors by statute as long as such powers and authorities are not

inconsistent with the provisions of the Charter.

 

<PAGE>

 

Section 8.2.  Except as provided in the Charter, the Bylaws may be altered or

repealed and new Bylaws may be adopted (a) subject to Section 7.1(e), at any

annual or special meeting of stockholders, by the affirmative vote of the

holders of a majority of the voting power of all shares of the Corporation

entitled to vote generally in the election of directors (the "Voting Stock")

then outstanding, voting together as a single class; provided, however, that any

proposed alteration or repeal of, or the adoption of any Bylaw inconsistent

with, Sections 2, 8 or 11 of Article I of the Bylaws, with Section 1, 2 or 3 of

Article II of the Bylaws, or Article X of the Bylaws or this sentence, by the

stockholders shall require the affirmative vote of the holders of at least 80%

of the voting power of all Voting Stock then outstanding, voting together as a

single class; and provided, further, however, that in the case of any such

stockholder action at a special meeting of stockholders, notice of the proposed

alteration, repeal or adoption of the new Bylaw or Bylaws must be contained in

the notice of such special meeting, or (b) by the affirmative vote of a majority

of the total number of directors which the Corporation would have if there were

no vacancies on the Board.

 

                                  ARTICLE IX

 

                             Amendment of Charter

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

 

Section 9.1.  The Corporation reserves the right to adopt, repeal, rescind,

alter or otherwise amend in any respect any provision contained in this Charter,

including but not limited to, any amendments changing the terms or contract

rights of any class of its stock by classification, reclassification or

otherwise, and all rights now or hereafter conferred on stockholders are granted

subject to this reservation.  Any amendment of the Charter shall be valid and

effective if such amendment shall have been authorized by the affirmative vote

at a meeting of the stockholders duly called for such purpose of a majority of

the total number of shares outstanding and entitled to vote thereon, except that

the affirmative vote of the holders of at least 80% of the Voting Stock then

outstanding, voting together as a single class, at a meeting of the stockholders

duly called for such purpose shall be required to alter, amend, adopt any

provision inconsistent with or repeal Article V, Article VII, Section 8.2 of

Article VIII, or this Article IX of the Charter.

 

 

                                   ARTICLE X

 

                      Limited Liability; Indemnification

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

 

Section 10.1.  To the fullest extent permitted by Maryland statutory or

decisional law, as amended or interpreted, no director or officer of the

Corporation shall be personally liable to the Corporation or its stockholders

for money damages. No amendment of the Charter of the Corporation or repeal of

any of its provisions shall limit or eliminate the benefits provided to

directors and officers under this provision with respect to any act or omission

which occurred prior to such amendment or repeal or with respect to any cause of

action, suit or claim that, but for this Section 10.1 of this Article X, would

accrue or arise, prior to such amendment or repeal.

 

Section 10.2.  The Corporation shall indemnify (a) its directors and officers,

whether serving the Corporation or, at its request, any other entity, to the

fullest extent required or permitted by the General Laws of the State of

Maryland now or hereafter in force, including the advance of expenses under the

procedures and to the fullest extent permitted by law and (b) other employees

and agents to such extent as shall be authorized by the Board of Directors or

the Corporation's Bylaws and be permitted by law. The foregoing rights of

indemnification shall not be exclusive of any other rights to which those

seeking indemnification may be entitled. The Board of Directors may take such

action as is necessary to carry out these indemnification provisions and is

expressly empowered to adopt, approve and amend from time to time such bylaws,

resolutions or contracts implementing such provisions or such further

indemnification arrangements as may be permitted by law. No amendment of the

Charter, or of any such bylaw, resolution or contract, or repeal of any of their

provisions shall limit or eliminate the right to indemnification provided

hereunder or thereunder with respect to acts or omissions occurring prior to

such amendment or repeal.

 

                                  ARTICLE XI

 

                                   Duration

                                   --------

 

Section 11.1.  The duration of the Corporation shall be perpetual.

 

THIRD:

 

     (i)  As of immediately before the amendment the total number of shares of

     stock of all classes which the Corporation had authority to issue was

     285,000,000 shares, par value $5.00 per share, having an aggregate par

     value of $1,425,000,000, of which 10,000,000 shares having an aggregate par

     value of $50,000,000 are Cumulative Preferred Stock and 275,000,000 shares

     having an aggregate par value of $1,375,000,000 are Common Stock.

<PAGE>

 

     (ii)  As amended the total number of shares of stock of all classes which

     the Corporation has authority to issue is 600,000,000 shares, of which

     100,000,000 shares are Preferred Stock, with a par value of $.01 per share,

     and 500,000,000 shares are Common Stock, with a par value of $.01 share,

     for an aggregate par value of $6,000,000.

 

     (iii)  The shares of stock of the Corporation are divided into classes, and

     the description, as amended, of each class, including the preferences,

     conversion and other rights, voting powers, restrictions, limitations as to

     dividends, qualifications, and terms and conditions of redemption are

     contained in Article IV of these Articles of Amendment and Restatement.

 

FOURTH:  The amendment to and restatement of the Charter of the Corporation as

hereinabove set forth have been declared advisable by the Board of Directors of

the Corporation and approved by the sole stockholder of the Corporation as

required by law.

 

FIFTH:  The current address of the principal office of the Corporation in

Maryland and the name and address of the Corporation's current resident agent

are as set forth in Article II of the amended and restated Charter of the

Corporation. There are three directors currently in office, whose names are as

follows:

 

               Lars Nyberg

               John L. Giering

               Jonathan S. Hoak

 

 

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in

its name and on its behalf by its President and witnessed by its Secretary on

this 20th day of December, 1996.

 

 

                                  NCR CORPORATION

 

 

 

                                  By:   /s/ Lars Nyberg

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

                                  Name:  Lars Nyberg

                                  Title:  President