CERTIFICATE OF
ELIMINATION
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
(Pursuant to Section 151(g) of
the General Corporation Law of the State of
Delaware)
The undersigned,
Christopher J. Lafond and Lewis G. Schwartz, do hereby certify as
follows:
1. The
undersigned are the duly elected and acting Chief Financial Officer
and Executive Vice President, and General Counsel and Corporate
Secretary, respectively, of Gartner, Inc., a Delaware corporation
(the “Corporation”);
2. Pursuant
to authority conferred upon the Board of Directors of the
Corporation by the Restated Certificate of Incorporation of the
Corporation, as executed on July 5, 2005, the Board of
Directors adopted the following resolutions on May 4,
2010:
“
Whereas , pursuant to the authority conferred upon the
Board of Directors by the Restated Certificate of Incorporation of
the Corporation, the said Board of Directors