Document OD7KXGNRyEaR0p8D6ggJ6Z5w

Tim c o mp.miy cmrriFiCATt; o f t h m sac.bSTAnY Tho undersigned, .ilchnrd K. Dutton, Decretory of The Glidden Company, mi Ohio corporntion (tho "Co.'.pnny"), does heroby certify thnts (1) there hnn bean no nmondmont to or modification of tho Company's Amended Articles of Incorporation since July 22, 1205, nnd oxcopt in connection with tho Agroomont nnd Plan of Merger, dnted .luno 15, 1067, ns wiendod (tlicj' J. "Plan"), botween tho Company nnd F>CM Corporation, n Now York corporntion ("CCM"), tho Jonrd of Directors of tho Company nnd the shareholders of the Company hnvo not tnkon nny notion for tho purpose of effecting nny amendment or mod ifiention thorcof nnd there nro no^proceedings looking towards liquidstion or dissolution ponding or contemplated by the Company; ' (I?) attached hereto ns exhibit A is n true nndco.',plots copy of tho Codo of Hogulntionii of tho Covipnny nnd ouch Codo of Hcgulntions hn3 boon In effect nt nil times from December 3, 1966 to nnd including tho dato horeof; (3) nttnehod hereto ns iixhiblt D nro true nnd coir.pleto copies of excerpts from the :.,lnutos of mootings of tho Guard of Directors of the Com.pnny hold on May 15, June 16, nnd July 26, 1967 nnd oxccpt ns expressly modified ns set N13134 GL0017717 forth in Exhibit 13, no further notion modifying such notion indicated therein hns beon taken by the Board of Directors, the Executive Committee or any other committee established by the Board of Directors relating to the merger of the Company into SCM$ (4) no action has been taken by the Board of Directors or the Executive Committee of the Company to terminate the Plan; (5) there hns been no material adverse change in the consolidated financial position or net worth of tho Company or its subsidiaries since August 31, 1966, IN WITNESS WHEREOF, I hnvo hereunto signed this Certificate this second day of August, 1967, Secretary CLd 17?18 -2-