Document Eqej5pbmXmDOndqzbXEoRa8L0

Amended Articles of Incorporation of THE SHERWIN-WILLIAMS COMPANY Am u w b M through April 27. 1988 0007-SWP-034457 N21730 Amen d ed Axncus or In c o r p o r a t io n or Th e Swi*-WtLUAMs Co mpan y Fmar Th r.amo of this Company ia Th e Sh ex w b>*Wil u a ms Co mpan y . Sec o n d ; Ths plact where this Company shall be located and its pnneipal business shall be transacted is ths City of Cltvsland in the County of Cuyahoga and Su m of Ohio. Tk s w : Tho Company is formed for ths purpose of developing, producing, manufacturing, buy* mg, selling and generally dealing ia products, goods, wares, merchandise and services of any and all kinds and doing all things necessary or incidental thereto. Fowmt The number of shares which the Company ia authorized to have outstanding is 230,000,000 consisting of30,000,000 shares ofSerial Preferred Stock without par value rhertinaftar called "Serial Preferred Stock") and 200,000,000 shares of Common Stock, par value S1.00 each ^hereinafter called "Common Stock"). Tho sham of such dusts shall have die following esprtse terms: Div is io n A Exrxxu Touts or Th e Sek al Punmxo St o c k Section 1. Tho Serial Preferred Stock may ha issued from time to daw ia one or more series. All shares of Serial Proferred Stock shall be ofequal rank and shall bo identical, except la respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share ofeach series shall be identical with all other shares ofsuch serisa, except as to the data from which dividends are cumulative. Subject to the provisions ofSections 2 to 6, both inclusive, ofthia Division, which provisions shall apply to all Serial Preferred Stock, the Board of Directors hereby is suthorissd to cause such shares to bo Issued ia ons or more series sad with respect to each such series prior to tho issuance thereof to fix: (a) The designation of the series, which may be by distinguishing number, letter w title. (b) The number ofsham of the writs, which number the Board of Directors may Except where otherwise provided in ths creation ofthe series) iaernse or decrease (but net below the number of shares thereof then outstanding). (c) Ths annual dividend rata of the sariia. (d> The data* at which dividends, if declared, shall ha payable, and the dates from which dividends shall be cumulattvn. fe) The redemption rights sad pries or prices, if any, fer shares of tho series. <0 Ths terms and amount of any sinking fried provided for the purchase or redemption of sham of the series. fg) Tho amounts payable on shares of ths series in ths event of any voluntary or in* voluntary liquidation, dissolution or winding up of tho aflhin of tho Company. flh) Whether tho shone of ths series shall be convertible into Common Stock, sal. If so, the conversion priceor prieee, any ogustmaatt thereof and all other toms and conditions upon which sueh conversion may bo made (i) Restrictions (ia addition to those set fhrth la Sections <Xh) sad 6(e) of thia Diviaioa) on the issuance of shares of ths s u m striae or of any other dess or asrissi i 0007-SWP-034458 0007-SWP-000116089 The Board of Director* u authorized to adopt from tuna to time amaodmaata to the Articles of Incorporation fixing, with raspoct to aach auch sertss, tha mactars described in clausaa > a) to '0. both ineluatva, of thia Section 1. Section 2. The holder* of Serial Prafarrtd Stock of aach series, in prafarenca to the Holden of Common Stock and of any other c!a of share* ranking junior to tha Serial Preferred Stock, shall be entitled to receive out of any hinds legally availabla and when and as declared by the Board of Director* dividends in cash at tha rata for such saris# fixed la accordance with the provisions of Section 1 of this Division and no more, payable quarterly on the dates fixed for sueh serist. Such dividends shall be annul stive, in the ease of sharas ofaach particular Sanaa, from and after the date or dates fixed with raspect to such son**. No dividends may;'b# paid upon or daclarad or set apart for any oftha Serial Prafarrtd Stock for any quarterly dividend period unless at tha same time a like proportionate dividend for the same quarterly dividend period, ratably in proportion to tha respective annual dividend ratas fixed thartfor, shall be paid upon or declared or set apart for all Serial Preferred Stock of all series than issued and outstanding and entitled to receive such dividend. Section 3. In no event to long as say Serial Preferred Stock shall bo outstanding shall any dividends, except a dividend payable in Common Stock or other sharas rankingjunior to the Serial Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Common Stock or any other shares rankingjunior to the Serial Preferred Stock, nor shall any Common Stock or any other shares ranking junior to the Serial Preferred Stock bepurchased, retrod or otherwise acquired by the Company (except out of the proceeds of the sale of Common Stock or other shares ranking junior to the Serial Preferred Stock received by the Company subsequent to August 31, 1966): (a) Unless all accrued and unpaid dividends on Serial Raftered Stock, including the Axil dividends for the current quarterly dividend period, shall have been declared and paid or a sum sufficient for payment thereof set apart; and (b) Unless there ahall be no amaragas with respect to the redemption of Serial Preferred Stock of any series from any sinking fond provided for shares ofsuch sariat in accordance with the provisions of Section 1 of thia Division. Section 4. (a) Subject to the express terms of aach striae and to tha provisions of Section 6(b) (iii) of this Division A, the Company may from etas to time redeem all or any part of the Serial Preferred Stock of any series at the time outstanding (i) at the option af the Board of Directon at the applicable redemption prim for such scrim fixed in mcwdanco with the provisions of Section 1 of this Division, or (ii) In folflllmsni ofthe requirements of any sinking fond provided for than# of such series at the applicable sinking fond redemption prim, fixed in accordance with the provisions of Section 1 of thia Division, together in etch cam with accrued cad unpaid dividends to tha redemption data. >fr) Notice of every such redemption shall be mailed, poatage prepaid, to tha hsldare of record of the Serial Preftrrcd Stock to be redeemed at their respective addressee then appearing on the books of the Company, not Isas than thirty (30) days ner mere than sixty (SO) days prior to the date fixed for such redemption. At any time before or altar notice has been given as above provided, the Company may deposit the aggregate redemption prim of the shares of Serial Praftrred Stock to be redeemed with any bank or trust company in Cleveland, Ohio, or New York, New York, having capital and surplus ofmore than five Million Dollar* (16,000,000), named in sueh notice, ami direct that such amount be paid to the respective holders of the shares of Serial Praftrred Stock so to be redeemed, in amounts equal to the redemption prim of all shares of Serial Praftrred Stock m to be redeemed, on surrender ofthe stack certificate or mrtifimtm hold by such hoUUrs. Upon the making ofsuch deposit such holdaie shall cease to be shareholderswith respect to such shares, sad sflm suds notice shall have bean given and such deposit shall have been mads such beldam shall have oo interest in or claim against tha Company with respect to such sham esmpt only to rseeive such 2 0007--SWP--034459 e r s t * 1 * r ; c i < * i > < i t ' t fc o e b 1 s: 0 E t. , j j f 0007-SWP-000116090 money from such bank or trust company without interest or tho nght to exercise, before tht rodomption dots, any uaoxpirod prmlegss of conversion. Is cut less than all of tho outstanding sharos of Sonal Proforrod Stock are to bo redeemed, tho Company shall soloct by lot tho hares so to b# redeemed in such mannor as shall bo prescribed by its Board of Directors. If tho holders of shares of Sonal Preferred Stock which shall have boon called for redemption shall not, within su years after such deposit, claim the amount depositad for tho redemption thereof, any such bank or trust company shall, upon demand, pay over to tho Company such unclaimed amounts and thereupon such bank or crust company and the Company shall bo relieved of all responsibility in respect thereof and to such holdars. (c) Any sham of Sonal Preferred Stock which are redeemed by the Company pursuant to the provisions of this Section 4 and any sham of Sana! Preferred Stock which are purchased and delivered in satisfaction ofany unking fund requirements provided for sham of such series and any sham of Serial Preferred Stock which are converted in accordance with che express tarmn thereof shall bo cancelled and not reissued. Any sham of Serial Preferred Stock otherwise acquired by the Company shall mum the status of authorized and unissued sham of Serial Preferred Stock without serial designation. Section 5. fa) The holders ofSerial Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affair* of tho Company, bo entitled to receivo in hill out ofthe assets oftho Company, including its capital, before any amount shall bo paid or distributed among tha holder* of tho Common Stock or any other sham ranking junior to tho Serial Prtfarrad Stock tho amounts fixed with rasped to tho aham ofsuch series in accordance with Section 1 of this Division, plus in any event an amount equal to all dividends accrued and unpaid thereon to tho date of payment of tha amount due pursuant to such liquidation, dissolution or winding up of the affair* of tho Company. In case tha net assets of the Company legally available therefor an insufficient to permit the payment upon all outatandlng sham ofSerial Proforrod Stock ofthe foil preferential amount to which they art respectively entitled, then such net assets shall be distributed ratably upon outstanding sham of Serial Preferred Stock in proportion to the foil preferential amount to which each such share is entitled. After payment to holders of Serial Preferred Stock ofthe foil preferential amounts as aforesaid, bolder* ofSerial Preferred Stock as auch shall have no right or daim to any oftho rtmaining assets of tho Company. (b) Tha morgor or consolidation of tho Company into or with any othor corporation, or tho merger ofany other corporation into it. or the sale, lease or conveyance of all or substantially all tha property or buameea oftha Company, shall not bo daomod to bo a dissolution, liquidation or winding up, voluntary or involuntary, for tha purpaiaa of this Soction 8. Section 8. fa) Tha holders ofSerial Preferred 3tock shall be entitled to on# voea for aach share of such stock upon all matters present-ad to tho shareholders; and, except as otherwise provided heroin or required fay law, the holders of Serial Preferred Stock and the holders of Common Stock shall vote together as one class on all matters. No adjustment of tho voting rights of tha holders of Serial Preferred Stock shall bo made in tha event ofan increase or decrease in tho number ofaham ofCommon Stock authorized or issued or in the event ofa stock split qr combination of the Common Stock or in tha event ofa stock dividend on any elaao ofstock payable solely in Common Stock, and none of tho foregoing action* shall bo deemed to afffact adversely the voting powers, rights or preferences of Serial Proforrod Stack within tha mashing and fee tha purpoaa of tbla Division A. If. and so often aa, tha Company shall bo In dofhult in tha payment ofdividends in an amount equivalent to six (g) quarterly dividends (whether or not consecutive) on any series al' Serial Proforrod Stock at tho tima outstanding, whctlur or not earned or dodirod. tho koMero of Serial Proforrod Stock of all series, voting separately as n class and In addition to lU othar rights to vote for Directors, shall bo entitled to oloct, as heroin provided, two (2) members ofthe Board ofDirector* 3 0007--SWP--034460 0007-SWP-000116091 of eh* Company; provided, howv.r, that tha holdara of share* of Sana] Preferred Stock shall not have or exorcise such Jpacial etas* voting right* txcapt at mootings of tha shareholders for tha elaction ofDiracton at which tha holdara ofnot last than thirtyfiv# par cant (35%) oftha outstanding share* ofSarial Prafarrad Stock of all sariaa than outstanding arc present in parson or by proxy; and provided Author that tha special c'.asa voting righta provided for herein whan tha suns shall have become vested shall remain so vetted until all accrued and unpaid dividends on tha Sana] Preferred Stock of all senes then outstanding shall have bean paid, whereupon tha holdara of Serial Preferred Stock shall be divested Df their special elaat voting righta in respect of subsequent elections of Directors, subject to the revesting of such special ctasa voting rights in the event hereinabove specified in this paragraph. In the event of default entitling the holders of Serial Preferred Stock to elect two (3) Directors as above specified, a special meeting of the shareholder! for the purpose of electing such Director* shall be called by the Secretary of the Company upon wmwn request of. or may be called by, the holders of record of at least tsn per cent UOti) of the shares ofSerial Preferred Stock of all sariaa at tha time outstanding, and notice thereof shall be given in the seme manner as required for the annual meeting ofshareholders; provided, however, that the Company shall not be required to call auch special meeting ifthe annuaJ meeting ofshareholders shall be held within ninety (90) days after the date of receipt of the foregoing written request from tbs bolder* ofSerial Preferred Stock. At any meeting at whieh the holders of Serial Preferred Stock shall be entitled to elect Directors, the holders ofthirty-five per cent' 33%) of the than outstanding share* of Serial Preferred Stock of all sariaa, present in person or by proxy, shall be sufficient to constitute a quorum, ami the vote of the holders ofa majority ofsuch shares so present at any such masting at which there shall ba such a quorum shall bo sufficient to elect the members of tha Board of Directors which the holders of Serial Preferred Stock are entitled to elect aa hereinabove provided. (b) The vote or consent of the holders of at least two-thirds of the share* of Sarial Preferred Stock at tho time outstanding, given in person or by proxy either in writing or at a meeting called for tho purpoee at which tha holdare ofSarial Prafarrad Stock shall vote separately aa a class, shall ba necesaazy to effect any one or more ofthe following (but so for u the holders of Serial Preferred Stock are concerned, such action may be effoctod with such vote or consent): (i) Any amendment, alteration or repeal of any of the provision* of the Articles of Incor poration or ofthe Regulations ofthe Company which affects adversely tha voting power*, rights or preferencee ofthe holders of Serial Preferred Stock; provided, however, that, for tho pvirpo*# ofthis clause (I) only, neither tho amendment oftho Article* ofIncorporation so as to authorize or create, or to ineoaao tho authorised or outstanding amount of, Sarial Preferred Stock or of any ahareo ofany dare ranking on a parity with orjunior to tho Serial Preferred Stock, nor tho amendment oftha previsions ofthe Regulation* so ae to increase the number of Directors ofthe Company shall b* doomed to affoct advonsly tho rating powers, righto or pnforoneo* of tho holdara ofSerial Preferred Stock; and provided Anther, that ifsuch amendment, alteration or repeal affaeto adversely the righto or preference* of on# or more but not oil eoriao of Serial Pretend Stock at tho time outstanding, only tha vote or consent of the holders of at least two-thirds of tho numbar of tho ahareo at tha time outstanding of tho sorias so effoctod shall bo required; (ID Ths authorisation or creation of or the Increase in tho authorised amount of, any shares of any daaa, or any security convertible into shares of any dasa, ranking prior to tha SoriaTPraforrad Stock; or (iii) Tho purchase or redemption (for sinking fend purposes or otherwise) of Itea than all oftho Serial Preferred Stock then outstanding except in accordance with a stock purchase offer made to all holders of record of Serial Pretend Stock, unlore all dividends upon all Serial Preferred Stock then outstanding for all previous quarterly dividend periods shall hava boon declared and paid or fends therefor sot apart and all accrued sinking (bad obligations applica ble thereto shall have boon complied with. 4 0007-SWP-034461 Thu Section $<bj shall not apply to. and eha class or sarias vota spaeifiad therein shall not be required For the approval of, any action which is part of or affected in connection with the consoh. dacion of Che Company with or :ta matter into aay other corporation, so long as the class vote specified by Section 6(c) of this Dmsioa is obtained in any case in which such class vota is required under clause (ii> of said Section 6(c). re) The vote or consent ofthe holders ofat 'east a majority ofthe shares ofSana! Preferred Stock at the time outstanding, given in person or by proxy either in writing or at a meeting called for tho purpose at which the holders of Sana! Preferred Stock shall vota separately as a due, shall be necessary to effect any one or more ofthe following `but so far as the holders of Sonal Preferred Stock are concerned, such action may be effected with such vote or consent): i i) Tho salt, lease or conveyance by the Company of all or substantially ail of iu property or business; or iu) The consolidation ofthe Company with or iu merger into aay othor corporation unless the corporation resulting from such consolidation or merger will have after such consolidation or merger no class of shares either authorized or outstanding ranking prior to or on a parity with tho Serial Prefoned Stock except tho sam# number of shares ranking prior to or on a parity with the Serial Preferred Stock and having the s u m rights and preferences as the shares of tho Company authorized and outstanding immediauly preceding such consolidation or merger, ud each holdar of Serial Preferred Stock immediauly preceding such consolidation or merger shall reeeiva the same number of shares, with the w m righu ud preferences, of the resulting corporation: or <iii) The authorization of uy sham ranking on a parity with the Serial Preferred Stock or u increase in the authorted number of sham of Serial Preferred Stock. Section T. Ifthe sham ofuy series ofSerial Preferred Stock shall ba convertible into Common Stock, then upon conversion of shares ofsuch series the itsted capital ofthe Common Stock issued upon such conversion shall be the aggregau par value of the sham so issued having par value, or. in the case of sham without par value, shall bo u amount equal to the sUtad capital represented by each share ofCommon Stock outstanding at tho time ofsuch conversion multiplied by the number of sham of Common Stock issued upon such conversion. Ike stated capital of tha Company shall be cermpoadingly increased or reduced u reflect tha differenot between tha stated capital of tha sham ofSerial Preferred Stock so converted and tha stated capital oftha Common Stock issued upon such conversion. Section 8. Tha holders ofSerial Preferred Stock (hall have u preemptive right to purchase or have offered to than foe purchase any ahem or other securities of tho Company, whether now or hereafter authorized. Section 9. For the purpose of thia DMaioa A: Whenever reference is made to sham "ranking prior to tho Serial Preferred Stock" or "on a panty with tha Serial Preferred Stock", such reference shall mean and include all sham of the Company in respect of which the rights of tha holders thereof aa to the payment of dividends or as to distribution# in the event ofa voluntary or involuntary liquidation, dissolution or winding up of tho affair* of tha Company art given preference over, or rank on an aquality with (aa the earn may be) the rights of tha holders of Serial Preferred Stock; and whenever reference is made to sham 'rankingjunior to tho Serial Preferred Stock", suck reference shall maon and include all ehani of the Company in respect of which tha righu ofthe holders thereofu to the payment ofdividends and u to diatributiona is tha event ofa voluntary or involuntary liquidation, dissolution or winding up of tho afthin of tho Company are junior and subordinate to tho rights of tha holders of Serial Preferred Stock. 3 0007--SOT--034462 I 0007-SWP-000116093 Div is io n B Ex f u m Te r ms o p t k x Co mmo n St o c k The Common Stock shall ba subjoct to tho sxprssa terms of ths Serial Prtfsmd Stock and any series thereof. Each share of Common Stock shall be equal to every other share of Common Stock. The holden ofshares of Common Stock shall be entitled to one voce for each share of such Mock upon all matters presented to the shareholders. The holders of shares of Common Stock shall have no preemptive rights to purchase or have offered to them for purchase Say shares of Common Stock which at any time shall be required for issuance in Ailfillmont of the provisions of any series of the Company's Serial Preferred Stock. P9TK No holders of any class of shirts of ths Company shall have aay preemptive right to purchase or have offered to them for purchase any sharee or other securities of the Company, whether now or hereafter authorised. Some (A) Notwithstanding any provision of the Ohio Revised Cede now or hereafter in force requiring for aay purpose the vote, consent, waiver or release ofthe holden ofsharee entitling them to exercise two-thirds, or aay other proportion, of the voting power of the Company or of aay clasa or slaaaaa of sham thereof, such action, unless otherwise sxpresaly required by statute or by the Article# ofthe Company, may bo taken by the vote, consent, waiver or release ofthe holders ofshares entitling them to exorcise a majority of tha voting power ofthe Company or ofsuch class or -him (B) The affirmative vote (i) ofthe holden ofsham entitling them to eserdae two-thirds of the voting power of the Company, and (U) ofthe holden of tw^thirio of tin sham of Common Stock at tha time outstanding, givan in parson or by proxy at a masting called for the purpose at which tha holders of Common Stock shall vote separately as a etaas, shall ba necesaery: (a) to approve (i) tha salt, exchange, lease, transfer or other disposition by the Company of all, or substantially all, of its aaaata or business to a related corporation or an affiliate of a related corporation, or (ii) tho consolidation of tha Company with or its merger into a related corporation or an affiliate of a related corporation, or (iii) tha merger into tho Company of a rotated corporation or an affiliate of a related corporation, or (iv) a combination or majority share acquisition in which tho Company ia tha acquiring corporation and its voting sham are issued or transferred to a related corporation or an affiliate of a related corporation or to ahanholdan of a nlatad corpontion or an affiliate ofa roiatad oorperttion; or (b) to approve any agreement, contract or othar arrangement with a related corporation providing for any of tho transactions described is subpars^eph (a) above; or (c) to effort any amendment oftha Articles ofthe Company which changes ths provisions of this Paragraph (B). For tho purpose of this Paragraph (B), (1) a 'Velatad corporation* ia respect of a given transaction shall ba aay corporation which, together with its affiliates and asooeiatad parsons, owns of record or beneficially, directly or Indirectly, mere than 5* ofthe sharee ofaay outstanding elan ofstock of tho Company entitled to rote upon such transaction, as oftharacord data used to determine tha shareholder* of tho Company ratified to vote upon such transaction; (ti) an 'affiliate* of a nlatad corporation shall be aay individual,joint vsarare, trust, partixsnhip or corporation which, diractly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, tho related oorporetion; (til) an "asooeiatad 900800!* ofn related corporation shall ho aay officer or director or any beneficial owner, directly or iadbortty, oflM or mart ofaay class ofequity security, of such related corporation or aay ofIts affiliates; (iv) ths terms 'aomWaation", "majority share acquisition* and *oequiring oorpocetira* shall have tho same meaning as that contained ia Section 1701.01 ofthe Ohio General Corporation Law or eny similar provision hereafter enacted. 6 0007-SWP-034463 Tha determination of the Board of Directors ofthe Company, based on information known to cha Board of Siractors and mtde in good faith, shall b conclusive as to whether any corporation is a related corporation as defined in this Paragraph iB). Severn: The Company may from time to time, pursuant to authorization by the Board of Directors and without action by ths shareholders, purchase or otherwise acquire sharoa of the Company of any class or classes m such manner, upon such terms and in such amounts aa the Board of Directors shall determine; subject, however, to such limitation or restriction, if any. as is contain ed id che express terms ofany class ofshares of the Company outstanding at the time of the purchase or acquisition in question. EiCHm* No shareholder of che Company may cumulate hie voting power. Nin t h : These Amended Aroclee of Incorporation shall supersede and take the place of the heretofore existing Articles of Incorporation of the Company and all amendments thereto. 7 0007-SWP--034464 0007-SWP-000116095