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EXHIBIT 4(ii)
CERTIFICATE OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
STRYKER CORPORATION
-------------------------------
1. The present name of the corporation is Stryker Corporation.
The registered office of the corporation is 2725 Fairfield Road, Kalamazoo,
Michigan 49002.
2. The former name of the corporation was Orthopedic Frame
Company.
3. The date of filing the original Articles of Incorporation
was February 20, 1946.
4. Section A of Article III of the Articles of Incorporation,
as amended and restated to date, is hereby amended to increase the authorized
Common Stock to 500,000,000 shares, and as so amended shall read in its entirety
as follows:
A. The aggregate number of shares of all classes of stock which the
corporation shall have authority to issue is 500,500,000 to be divided
into two classes consisting of 500,000 shares of a class designated
"Preferred Stock", of the par value of One Dollar ($1) per share, and
500,000,000 shares of a class designated "Common Stock", of the par
value of Ten Cents ($.10) per share.
5. This amendment was duly adopted by the shareholders of the
corporation on the 19th day of April, 2000 in accordance with the provisions of
subsection (3) of Section 611 of the Business Corporation Act of Michigan.
Dated this 19th day of April, 2000.
STRYKER CORPORATION
By /s/ John W. Brown
-------------------------
John W. Brown, Chairman,
President and Chief
Executive Officer
