Document VKLyORYk9ZqkgLzx0XOEQpjQZ

CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF THE GLIDDEN COMPANY William G. Phillips, President, and Richard K. Dutton, Secretary, of The Glidden Company, an Ohio corporation, do hereby certify that, at a special meeting of holders of shares of Common Stock of The Glidden Company entitled to vote on a proposal to adopt Amended Articles of Incorporation of The Glidden Com pany, as contained in the following resolution, which was duly called and held, pursuant to notice, on July 15, 1965, at 10:00 o'clock A.M., Eastern Daylight Saving Time, at the offices of The Glidden Company, 900 Union Commerce Build ing, Euclid Avenue at East Ninth Street, Cleveland, Ohio, at which a quorum of the holders of Common Stock (being the only class of stock entitled to vote on said resolution) were present in person or by proxy, the following resolution was duly adopted by the affirmative vote of the holders of shares of Common Stock entitling them to exercise a majority of the voting power of said Common Stock (a majority vote only of the Common Stock being required for such adoption by the articles of incorporation of The Glidden Company, as then in effect): Res o l v ed , that the following Amended Articles of Incorporation be and they are hereby adopted, and, upon the filing in the Office of the Secretary of the State of Ohio of a Certificate of Amended Articles of Incorporation, shall become and be the Amended Articles of Incorporation of the Company, and shall supersede and take the place of the Agreement Merging The Macco Chemical Company into The Glidden Company, which now operates as the Company's Amended Articles of Incorporation: N13451 GL DO 18 599 AMENDED ARTICLES OP INCORPORATION OF THE GLIDDEN COMPANY a Ohio Corporation Ar t ic l e Fir s t : The nante of the Corporation shall be The Glidden Company. Ar t ic l e Sec o n d : The place in the State of Ohio where its principal office is to be located is Cleveland, Cuyahoga County. Ar t ic l e Th ir d : The purposes of the Corporation are as follows: Manufacturing, processing, refining, buying and selling paints and varnishes and all other coating compositions, chemicals, pigments, naval stores, and plastics and all allied products and related sundries. Manufacturing, refining, processing, buying and selling and otherwise dealing in animal and vegetable fats and oils; food and cereal products and ingredients; pharmaceuticals and pharmaceutical ingredients; animal, poultry, livestock and other feeds, feed concentrates and meals; and all other products, commodities and derivatives of agriculture. Exploring for, developing, drilling, mining, milling, concentrating, smelting, distilling, refining, processing, manufacturing, buying and selling and otherwise producing and dealing in all kinds of ores, metals, minerals, petroleum, natural gas, oils and all kinds of hydrocarbons and the products and by-products thereof of every kind and description. Manufacturing, equipping, installing, repairing, reconstructing, buying, selling or otherwise dealing in any articles consisting, or partly consisting, of porcelain enamel, iron, steel* copper, stone, ores, wood or any other materials of any kind whatsoever, including among such manufacturing the stamping or enameling or ceramic coating of any of said articles or materials, and generally to engage in any other manufacturing business of any kind Or character whatsoever. Manufacturing, buying, selling, leasing, storing, warehousing, trading and otherwise acquiring* disposing of and dealing in and: with agricultural and other commodities and merchandise, oil, natural gas and mining properties and royalties and in any and all other kinds of properties, interests, rights, claims, leases, locations or concessions relating to real, personal or mixed property and any interest or rights therein or thereto, and all other properties of every class and GL D018600 description, and in general to do and perform such acts and things as may be necessary or incident to the carrying out of the foregoing purposes. Ar t ic l e Fo u r t h : The maximum number of shares which the Corporation is authorized to have outstanding is Ten Million Five Hundred Thousand (10,500,000), of which Five Hundred Thousand (500,000) shares without par value shall be classified as Cumulative Preferred Stock, the stated capital of which shall be Twenty-Five Dollars ($25) per share, and Ten Million (10,000,000) shares of the par value of Four Dollars ($4) each, shall be classified as Common Stock, the stated capital of which shall be Four Dollars ($4) per share. Each issued share of Common Stock of the Corporation, as constituted immediately prior to the filing with the Secretary of State of the State of Ohio of these Amended Articles of Incorporation with a par value of Ten Dollars ($10) per share, including all previously outstanding shares of such Common Stock which have been reacquired by the Corporation and are held as treasury stock, shall, upon such filing, be changed into two and one-half (2V) shares of the aboveauthorized Common Stock having a par value of Four Dollars ($4) per share. The designations and express terms and provisions of the Cumulative Preferred Stock and Common Stock are as follows: Cu mu l a t iv e Pr e f e r r e d St o c k 1. The Cumulative Preferred Stock may be issued from time to time in one or more series as follows: (a) 258,340 shares (subject to increase as set forth below) as shares of the initial series, with such distinctive serial designation as shall be fixed by the Board of Directors as hereinafter provided; and (b) any authorized but unissued or treasury shares of Cumulative Pre ferred Stock as shares of the initial series or as shares of one or more other series of Cumulative Preferred Stock, with such distinctive serial designa tions: as shall be fixed by the Board of Directors as hereinafter provided. The Board of Directors is expressly authorized to adopt from time to time amendments to the Articles of Incorporation of the Corporation, in re spect of any unissued or treasury shares of Cumulative Preferred Stock, to increase the number of shares of the initial series and, as to any other series, fix: (i) The division of such shares into series and the designation and initial number of shares of the particular series, which may be subject 2 Gi 0018601 to increase in the same manner as herein provided in respect of the initial series; (ii) The annual dividend rate for the particular series, and the date from which dividends on all shares of such series issued prior to the record date for the first dividend shall he cumulative; (iii) The redemption price or prices for the particular series; (iv) The amount or amounts for the particular series payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (v) The right, if any, of the holders of Cumulative Preferred Stock of the particular series to convert such stock into other classes of stock, and the terms and conditions of such conversion; (vi) The obligation, if any, of the Corporation to purchase and retire or redeem shares of the particular series as a sinking fund or redemption or purchase account, the terms thereof and the redemption price or prices for shares of such series redeemed pursuant to the sinking fund or redemption account, if shares so redeemed are to be redeemable at a price or prices other than the redemption price or prices for shares not so redeemed; and (vii) When no shares of the Cumulative Preferred Stock are any longer outstanding, the restrictions, if any, on the issuance of additional shares of Cumulative Preferred Stock. The Board of Directors is also authorized, from time to time, to alter the dividend rate, the redemption price or prices, the voluntary or involuntary liqui dation prices, the conversion rights, or the series or number of shares constituting any series, or, when no shares of Cumulative Preferred Stock are outstanding, the restrictions, if any, on the issuance of shares of any series, in respect of shares of the Cumulative Preferred Stock then unissued or in the treasury of the Corporation, by adopting an amendment to the Articles of Incorporation, All shares of the Cumulative Preferred Stock of any one series shall be identical with each other in all respects except, if so determined by the Board of Directors, as to the dates from which dividends thereon shall be cumulative; and all shares of Cumulative Preferred Stock shall be of equal rank with each other, regardless of series, and shall be identical with each other in all respects except as hereinbefore1 or hereinafter in Paragraph 7 of this Article Fo u r t h provided. 8 GL D018602 2. The holders of record of shares of the Cumulative Preferred Stock at the time outstanding shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of any funds legally available for the purpose, cumulative cash dividends in the case of each series at the annual rate for such series theretofore Axed by the Board of Directors as hereinbefore provided, and no more, payable quarterly on the first days of February, May, August, and November in each year. Such dividends on the Cumulative Preferred Stock shall be cumulative, in the case of all shares of each particular series: (a) if issued prior to the record date for the first dividend on shares of such series, then from the date theretofore fixed for the purpose by the Board of Directors, as hereinbefore provided; (b) if issued during the period commencing immediately after the record date for a dividend on shares of such series and terminating at the close of the payment date for such dividend, then from such last mentioned dividend payment date; and (c) otherwise from the quarterly dividend payment date next preced ing the date of issue of said shares. No dividends shall be paid upon, or declared or set apart for, shares of any series of Cumulative Preferred Stock for any quarterly dividend period unless there shall likewise be or have been paid upon, or declared or set aside for, all shares of Cumulative Preferred Stock of each other series at the time outstanding, dividends in respect of such quarterly dividend period, ratably to the respective annual dividend rates fixed therefor. 3. Shares of Cumulative Preferred Stock of any series may be redeemed in whole or in part, at the option of the Corporation, by vote of its Board of Directors or by the operation of the sinking fund or redemption or purchase ac count, If any, provided for the Cumulative Preferred Stock of said series, at any time or from time to jtime after the expiration of the period, if any, during which such stock shall not be subject to redemption under the redemption provisions applicable thereto, at the redemption price or the respective redemption prices theretofore fixed by the Board of Directors as hereinbefore provided upon notice duly given as hereinafter provided. In case of the redemption of a part only of any series of the Cumulative Preferred Stock at the time outstanding, the shares of the Cumulative Preferred Stock of such series to be redeemed shall be selected pro rata or by lot or in'such other manner as the Board of Directors may determine. 4 GL0186 0 At least thirty days prior to the date fixed for each redemption of Cumulative Preferred Stock written notice thereof (i) shall be mailed to the holders of record of the Cumulative Preferred Stock to be redeemed at their addresses as shown by the books of the Corporation, and (ii) shall be published at least once in a daily newspaper printed in the English language and published and Of general circu lation in the Borough of Manhattan, in the City of New York, If notice of redemption shall have been duly given and published, and if, on or before the redemption date designated in such notice, the funds necessary for the redemption shall have been set aside, so as to be and continue to be avail able therefor, then, notwithstanding that any certificate of the Cumulative Pre ferred Stock so called for redemption shall hot have been surrendered for can cellation, the dividends thereon shall cease to accrue from and after the redemp tion date so designated, and all rights with respect to the Cumulative Preferred Stock so called for redemption shall forthwith after such redemption date cease and determine, except only the right of the holder to receive the redemption price therefor, but without interest. The Corporation may, however, not less than thirty days prior to the re demption date specified in the notice of redemption, deposit in trust, for the account of the holders of the Cumulative Preferred Stock to be redeemed, with a bank or trust company in the City of New York having a capital and undivided surplus aggregating at least $5,000,000, named in the notice of redemption, all funds necessary for the redemption, and deliver irrevocable written instructions authorizing and directing such bank or trust company, on behalf of and at the expense of the Corporation, to cause notice of redemption to be duly mailed and publication of the notice to be made, at least thirty days prior to said redemption date, as hereinabove provided, and, forthwith upon the deposit in trust, accom panied by such- irrevocable-instructions, notwithstanding 4hat any-eertificate for the shares of Cumulative Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of Cumulative Preferred Stock with respect to which the deposit1 shall have been made shall no longer be deemed to be outstanding and all rights with respect to such shares of Cumulative Preferred Stock shall cekse and terminate, except only the right of the holders thereof to receive from such bank or trust company, at any time after the time of the deposit, the redemption price of the shares so to be redeemed, but without interest, or the right to exercise, on or before the redemption date, any unexpired privileges of conversion. Any interest accrued on such funds shall be paid to the Corporation from time to time. Any funds so deposited which shall not-be required for such 6 GLD018604 redemption because of the exercise of any such privilege of conversion subsequent to the date of such deposit shall be returned to the Corporation. . Any funds so set aside or deposited, as the case may be, and unclaimed at the end of six years from such redemption date shall be released or repaid to the Corporation upon its request expressed in a resolution of its Board of Directors, and after such release or repayment the bank or trust company with which any deposit shall have been made shall be relieved of all responsibility in respect there of and the holders of the shares so called for redemption shall look only to the Corporation for the payment thereof, but without interest. 4. Shares of Cumulative Preferred Stock purchased or redeemed pursuant to any obligation of the Corporation to purchase or redeem shares for a sinking fund or redemption or purchase account or shares redeemed pursuant to the pro visions hereof or purchased and for which credit shall have been taken against any sinking fund obligation, shall not be reissued except as shares of another series of Cumulative Preferred Stock of the Corporation. Any shares of Cumu lative Preferred Stock otherwise acquired by the Corporation, except as other wise provided in this Article Fo u r t h , may be reissued as part of the same or a different series. 5. So long as any shares of the Cumulative Preferred Stock are outstanding, no dividend or other distribution (except in stock of the Corporation of a class ranking junior to the Cumulative Preferred Stock) shall be declared or paid on the Common Stock of the Corporation or on stock of any other class ranking junior to the Cumulative Preferred Stock, and the Corporation shall not acquire or redeem shares of the Common Stock or any such junior stock, unless (a) all dividends on the Cumulative Preferred Stock for all past quar terly dividend periods and for the then current quarterly dividend period shall have been paid, or declared and set apart; and (b) the Corporation shall have complied with all of its obligations there tofore required of it with respect to any sinking fund or redemption or purchaseaCcountfor all series of the Cumulative Preferred Stock. Subject to the provisions of this Paragraph 5, such dividends and distribu tions as may be .determined by the Board of Directors may from time to time be declared and. paid or made upon the Common Stock of the Corporation or stock of any other class ranking junior to the Cumulative Preferred Stock out of funds legally available thierefor, fend the Cumulative Preferred Stock Bhall not be entitled to participate in any such dividend or distribution so declared and paid or made upon such Common Stock or other junior stock. e CLP018605 - .6. So long as any shares of the Cumulative Preferred Stock are outstanding, the written consent or the affirmative vote of the holders of at least a majority of the shares of the Cumulative Preferred Stock at the time outstanding, given (in case of a vote) in person or by proxy, at any special meeting called for that purpose, shall be necessary for effecting or validating any one or more of the following: (a) The authorization, creation or increase of any stock of any class, or any security convertible into stock of any class, ranking prior to the Cumulative Preferred Stock; (b) The increase in the number of authorized shares of Cumulative Preferred Stock or the authorization, creation or increase of stock of any class ranking on a parity with the Cumulative Preferred Stock or of any security convertible into stock of any class ranking on a parity with the Cumulative Preferred Stock; (c) The sale, lease or conveyance of all or substantially all of the prop erty or business of the Corporation, or a consolidation or merger with any other company, provided, however, that the restrictions in this Paragraph 6 shall not apply to, nor shall they operate to prevent, (1) a consolidation or merger with any subsidiary if none of the rights or preferences of the Cumu lative Preferred Stock or the holders thereof will be adversely affected there by and if the company resulting from or surviving such consolidation or merger will have outstanding, after such consolidation or merger, no class of stock or other securities ranking prior to or on a parity with the Cumu lative Preferred Stock (except the same number of shares of stock and the same amount of other securities with the same rights and preferences as the stock and securities of the Corporation which were outstanding immedi ately preceding such consolidation or merger), or (2) a merger pursuant to an agreement of merger under which the Corporation shall be the surviv ing corporation, and which; under the provisions of Section 1701.79 of the Ohio Pevised Code, as now in effect, or under any corresponding provision of law hereafter in effect, need not be submitted to or adopted by the share holders of the Corporation. For the purposes of all Paragraphs under "Cumulative Preferred Stock" the term `.`subsidiary company" shall mean any company of which the Corporation owns a majority of the outstanding shares of voting stock; and the Corporation shall be deemed to own a majority of the outstanding shares of voting stock of a company if the Corporation and its subsidiary companies or any one or more of 7 GLD018606 them own shares Of stock of such company entitling the holders thereof to elect a majority of the Board of Directors of such company, either at all times or so long as there is no default in the payment of dividends upon any stock having preference or priority over such stock. 7. So long as any shares of the Cumulative Preferred Stock are outstanding, the written consent or the affirmative vote of the holders of at least sixty-six I * and two-thirds per cent (66%%) of the shares of Cumulative Preferred Stock at the time outstanding, given (in case of a vote) in person or by proxy, at any meeting called for that purpose, shall be necessary for effecting or validating any amendment, alteration or repeal of any of the provisions of the Articles of Incorporation of the Corporation, as amended, which would adversely affect or iI materially alter the rights or preferences of the Cumulative Preferred Stock or of the holders thereof (but, for the purposes hereof, no action taken pursuant to Paragraph 6 of this Article Fo u r t h shall be deemed to adversely affect or materially alter such rights or preferences), or any amendment of any of the provisions of the Code of Regulations of the Corporation relating to the quorum at meetings of shareholders or the filling of vacancies in the Board of Directors, which would adversely affect or materially alter the rights or preferences of the Cumulative Preferred Stock or of the holders thereof; provided, however, that if any such amendment, alteration or repeal would adversely affect or materially alter the rights or preferences of outstanding shares of Cumulative Preferred Stock of any particular series without correspondingly affecting the rights or preferences of the outstanding shares of all series, a like affirmative written consent or vote by the holders of at least sixty-six and two-thirds per cent (66%%) of the shares of Cumulative Preferred Stock of that particular series at the time outstanding shall also be necessary for effecting or validating such amendment, alteration or repeal. 8. Except as otherwise in Paragraphs 6 and 7 and in this Paragraph 8 of this Article Fo u r t h or by statute specifically provided, the Cumulative Preferred Stock shall have no voting power unless and until six quarter-yearly dividends payable on the Cumulative Preferred Stock, whether or not consecutive, shall be in default in whole or in part In such event the number of persons constituting the Board of Directors shall be increased by two, and the holders of the Cumula tive Preferred Stock, voting separately as a class, shall be entitled at the next annual meeting of shareholders (unless all accrued dividends to and including the dividend date next preceding such meeting shall have been paid or declared and set apart) to elect two members of the Board of Directors to serve until the 8 pf-00lfl607 next annual meeting of shareholders, and until their successors are duly elected and qualified, or until their terms shall terminate as hereinafter provided. When all the dividends in default on the Cumulative Preferred Stock shall have been paid or declared and set apart, the number of persons constituting the Board of Directors of the Corporation shall be decreased by two and the two directors elected by the holders of the Cumulative Preferred Stock shall cease to be Direc tors of the Corporation, and the holders of the Cumulative Preferred Stock shall be divested of such voting power at subsequent elections of directors and the entire voting power, except as otherwise provided in this Article Fo u r t h or by statute, shall vest in the holders of the Common Stock as before, but always subject to the same provisions for the vesting of such voting power in the holders of Cumulative Preferred Stock in ease of any similar subsequent default or defaults. 9. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of the Cumu lative Preferred Stock shall be entitled to be paid an amount per share equal to the applicable liquidation price for such series theretofore fixed by the Board of Directors as hereinbefore provided, together with a sum in respect of each share, equal to all unpaid cumulative dividends thereon, if any, to the date fixed for such distribution, and no more, before any distribution or payment shall be made to the holders of stock of any class ranking junior to the Cumulative Preferred Stock. If such payment shall have been made in full to the holders of the Cumu lative Preferred Stock, the remaining assets and funds of the Corporation shall be distributed among the holders of the Common Stock and the holders of stock of any other class ranking junior to the Cumulative Preferred Stock according to their respective rights! and preferences, and according to their respective shares. If upon any such liquidation, dissolution or winding up of the affairs of the Cor poration the amounts payable on liquidation are not sufficient to pay in full the holders of all outstanding Cumulative Preferred Stock, the holders of all series of Cumulative Preferred Stock shall Bhare ratably in any distribution of assets in accordance with the sums which would be payable on such shares if all sums payable were discharged in full. The terms "unpaid cumulative dividends" and "accrued dividends", when ever used herein with reference to the Cumulative Preferred Stock, shall be deemed to mean an amount which shall equal the dividends thereon at the rate fixed by the. Board of Directors for such shares as hereinabove provided, or, In the case of the $2,125 Cumulative Preferred Stock, at the rate hereinafter fixed for such 8 GLD018608 series, computed from the date on which such shares become cumulative to the date to which such computation is to be made, less the aggregate amount of divi dends paid thereon prior to such last mentioned date. 10. No holder of Cumulative Preferred Stock shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of Btock or of securities of the Corporation convertible into stock, of any class whatsoever, whether now or hereafter authorized, and whether issued for cash; property, services or otherwise. 11. Except as otherwise provided with respect to purchases for the purchase fund for any series of Cumulative Preferred Stock, and provided the Corporation shall not then be in default in the payment of any cumulative dividend on the Cumu lative Preferred Stock and shall not then be in default in meeting the requirements of any sinking fund or redemption or purchase account provided for any series thereof, the Corporation shall have the right, at its option, at any time and from time to time, to purchase issued and then outstanding Cumulative Preferred Stock, either in the open market or at private sale, at such prices and on such terms and conditions as the Board of Directors of the Corporation shall deter mine, provided, however, that if at the time of such purchase the Cumulative Pre ferred Stock which is purchased is redeemable, the purchase price thereof shall not exceed the redemption price thereof. Co mmo n St o c k Except as otherwise expressly provided in Paragraphs 6,7 and 8 of this Article Fo u r t h with respect to Cumulative Preferred Stock so long as any of the Cumula tive Preferred Stock is outstanding and except as otherwise may be required by the Articles of Incorporation of the Corporation, as amended, or by law, the Com mon Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Except as otherwise required by law or by the Code of Regulations of the Corporation for the election of directors each holder of stock of the Corporation entitled to vote shall have one vote for each share thereof held, whether or not such vote shall be by classes of stock or otherwise. Notwithstanding any provisions of the General Corporation Law of Ohio now or hereafter in force requiring, for any purpose, the affirmative vote or consent of the holders of shares entitling them to exercise two-thirds, or any other propor tion, of the voting power of the Corporation, or the affirmative vote or consent of the holders of two-thirds, or any other proportion, of the shares of any class or classes, such action may, in so far as the vote or consent of the holders of the Common Stock of the Corporation is required and to the extent permitted by law, io GLD018609 be authorized and taken by the affirmative vote or written consent of the holders of a majority of such Common Stock, '. The amount of the stated capital of each outstanding share of Common Stock shall be Four Dollars (54) per share, and the amount of the stated capital of each share of Common Stock hereafter issued, including shares issued upon con version of any of the shares of Cumulative Preferred Stock authorized hereunder, shall be Four Dollars (54) per share unless a different amount of stated capital shall be fixed therefor by the Board of Directors as hereinafter provided. The shares of Common Stock may be issued at any time or from time to time for such consideration in cash or property as may be fixed from time to time by the Board of Directors without shareholders' action and said Board is also author ized to determine what portions of such consideration shall be allotted to stated capital (not less than Four Dollars ($4) per share) and to surplus, respectively, and said Board may also determine the fair value to the Corporation of considera tions other than money where such fair value can be immediately or readily determined, and where such fair value cannot be so immediately or readily deter minedto approve such consideration. Holders of shares of Common Stock shall have no preemptive rights in or to any shares of the Corporation offered or sold which shall fall within the description in any of Paragraphs (A) to (H), inclusive, of Section 1701.16 of the Ohio Revised Code as now in effect or in or to any shares issued or to be issued under any employees' stock options heretofore or hereafter authorized or granted, or in or to any fractional shares whether resulting from the declaration and payment of dividends in shares or otherwise howsoever, and as to such fractions the Board of Directors is authorized to sell and dispose of the same from time to time for such amount of consideration as it may fix and determine without shareholders' action. Ar t ic l e Fif t h : Initial Series of Cumulative Preferred Stock. The number of shares, designation and express terms and provisions of the initial series of the Cumulative Preferred Stock of the Corporation, which shall be deemed for all purposes to have been fixed by the Board of Directors in an amendment to the Articles of Incorporation adopted by the Board of Directors in respect of the issue of such series, are as follows: (A) The distinctive designation of said series (hereinafter sometimes called the "52.125 Preferred Stock") shall be "52.125 Cumulative Preferred Stock" and the number of shares of said series shall be 258,340, Bubject to increase by the Board of Directors as hereinabove provided. 11 GIRO18610 (B) The rate of dividend payable on the $2,125 Preferred Stock shall be $2,125 per annum and such dividends shall be cumulative, in the case of shares issued prior to the record date for the first dividend thereon, from and after November 1,1961. (C) The shares of such $2,125 Preferred Stock shall not be redeemable on or prior to August SI, 1966 and thereafter shall be redeemable in whole or in part at $55 per share if redeemed prior to September 1, 1971, $53 per share if redeemed on or after September 1, 1971 and prior to September 1, 1976, $52 per share if redeemed on or after September 1, 1976 and prior to September 1, 1981 and $51 per share if redeemed on or after September 1, 1981, plus a further sum, in respect of each share, equal to all unpaid cumula tive dividends thereon at the annual rate of $2,125 accrued to such redemption date. (D) The liquidation price payable to holders of $2,125 Preferred Stock shall be $50 per share, plus a further sum, in respect of each share, equal to all unpaid cumulative dividends thereon at the annual rate of $2,125 accrued to the date of payment, in the case of any involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and shall be the redemption price therefor current at the time of distribution or payment date, in the case of any voluntary liquidation, dissolution or winding up of the affaire of the Corporation. (E) So long as any shares of the $2,125 Preferred Stock are outstanding, if and to the extent it may legally do so under Article III Section 3.6 of the Glidden Indenture dated November 1,1958, the Corporation shall, on or before November 15 in each calendar year beginning with the year 1964 set aside annually out of earnings of the Corporation for the twelve month period ending the preceding August 31 as and for a purchase fund, a sum equal to the greater of either (1) $200,000, or (2) $1 multiplied by the aggregate number of shares of $2,125 Preferred Stock issued and outstanding (exclusive of shares held by the Corporation) on August 31 of such year. Against such cash purchase fund requirement for any year the Corporation may credit itself with the cost to it (including brokerage and other expenses of purchase) of shares of $2,125 Preferred Stock which the Corporation may have purchased for retirement or redeemed other than through said purchase fund. Any thing herein to the contrary notwithstanding, the Corporation shall be obli gated to meet the annual purchase fund requirement in any year only to the extent that earnings of the Corporation for said preceding twelve month GLD018611 period are available therefor, provided, however, that if in any year the Corporation shall not meet the full annual purchase fund requirement for such year, the amount of the deficiency shall be added to the purchase fund requirement for the next succeeding year. For the purpose of this Paragraph (E) the term learnings of the Corporation" shall mean its earnings for said twelve month period after deduction of all charges of a proper character, including income and profits taxes and dividends accrued during said twelve month period on the Cumulative Preferred Stock, all determined in accord ance with accepted accounting practice. Unless the Corporation shall have set aside out of its earnings all amounts theretofore required to be set aside as and for the purchase fund for the $2,125 Preferred Stock, in no event, so long as any shares of the $2,125 Preferred Stock are outstanding, shall any dividend or other distribution (ex cept in stock of the Corporation of a class ranking junior to the Cumulative Preferred Stock) be paid or declared on any stock of the Corporation ranking junior to the Cumulative Preferred Stock, nor shall any shares of such junior stock be acquired by the Corporation, but a deficiency in the purchase fund requirements shall have no other consequence. Monies in such purchase fund shall be applied by the Corporation to the purchase, at public or private sale, as the Board of Directors of the Corpora tion may determine, of shares of the $2,125 Preferred Stock, if and to the ex tent obtainable, at a price of not exceeding $50 per share. Any monies re maining in said purchase fund on the December 31 following any November 15 shall no longer be required to be so applied and shall be released or repaid to and/or become a part of the general funds of the Corporation. Any amount so released or repaid need not be added to the purchase fund requirement for any succeeding year Shares of $2,125 Preferred Stock purchased through the purchase fund or for which credit is taken against any purchase fund requirement may be reissued as shares of such other series of the Cumulative Preferred Stock as shall be determined by the Board of Directors of the Corporation, (F) (1) Subject to the provisions for adjustment hereinafter set forth, i each share of the 82.125 Preferred Stock shall be convertible at the option of the holder thereof, upon surrender to the Corporation, or to any Transfer Agent of the Corporation, of the certificate for the share or shares so to be converted, into full-paid and non-assessable shares of the Common Stock of the Corporation, at the conversion ratio of 2.8125 shares of Common Stock is GLDOl861? for each share of $2,126 Preferred Stock so surrendered. Any shares so sur rendered for conversion shall be duly endorsed, or accompanied by proper instruments of transfer, to the Corporation or in blank, together with a written notice to the Corporation of the election to make such conversion and stating the name or names in which the certificate or certificates for shares of Common Stock shall be issued. The right to convert shares of $2,125 Preferred Stock called for redemption shall terminate at the close of business on the 6th day prior to the date fixed for such redemption. Upon conversion of any shares of $2,125 Preferred Stock, no allowance or adjustment shall be made for accumulated unpaid dividends on the $2,125 Preferred Stock or for divi dends on Common Stock issued upon such conversion. The Corporation shall pay all taxes and other charges in respect of the issue of shares of Common Stock upon any such conversion. (2) The number of shares of Common Stock and the number of shares of other stock of the Corporation, if any, into which each share of $2,125 Preferred Stock is convertible shall be subject to adjustment from time to time as follows: (a) Whenever the Corporation shall (i) take a record of the holders of its Common Stock for the purpose of determining the holders entitled to receive a dividend declared payable in stock of the Corporation, (ii) subdivide its outstanding shares of its Common Stock, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of stock of the Corporation, then the conversion ratio shall be adjusted so that the holder of each share of $2,125 Preferred Stock shall there after be entitled to receive upon the conversion of such share the number of shares of stock of the Coiporation which he would own or be entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event. (b) Whenever the Corporation shall take a record of the holders of its Common Stock for the purpose of determining the holders entitled to subscribe for or purchase shares of Common Stock at a price per share less than the current market price, the conversion ratio shall be adjusted so that the number of shares of Common Stock into which each share of $2,125 Preferred Stock shall thereafter be convertible shall be deter mined by multiplying the number of shares of Common Stock into which such shares of $2,125 Preferred Stock was theretofore convertible by a CL0018{, : fraction of -which the numerator shall be the number of shares of Com mon Stock outstanding immediately prior to the taking of such record plus the number of additional shares of Common Stock offered for sub scription or purchase, and of which the denominator shall be the number . of shares of Common Stock outstanding immediately prior to the taking of such record plus the number of shares which the aggregate offering ..price of the total number of shares so offered would purchase at the . . current market price. .. (c) Whenever the Corporation shall take a record of the holders of its Common Stock for the purpose of determining the holders entitled to receive any distribution of evidences of its indebtedness or assets (excluding cash distributions) or rights to subscribe (excluding those referred to in subdivision (b) above), then the conversion ratio shall be adjusted so that the number of shares of Common Stock into which each share of $2,125 Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of $2,125 Preferred Stock was theretofore con vertible by a fraction of which the numerator shall be the current market price per share of the Common Stock and of which the denominator shall be the current market price per share of the Common Stock less the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive, and described in a statement filed with each Transfer Agent) of the portion of the assets or evidences of in debtedness so distributed or of such subscription rights applicable to one share of the Common Stock. The certificate of any independent firm of public accountants of recog nized standing selected by the Board of Directors shall be conclusive evidence of the correctness of any computation made under this Paragraph (2). (S) For the purposes of any computation under the preceding Paragraph (2), the current market price per share of Common Stock at any date shall be deemed to be'the average of the daily closing prices for the SO consecutive business days commencing 45 business days before the day in question. The closing price for each day shall be the last sales price or, in case no sale takes place on such day, the average of the closing bid and asked prices, in either case as officially quoted by the New York Stock Exchange, or, if the Com mon Stock should not then be listed or admitted to trading on such Exchange, the average of the closing bid and asked prices as furnished by any New York 16 GLD018614 Stock Exchange firm selected from time to time by the Board of Directors of the Corporation for the purpose. (4) Anything in the preceding Paragraphs (2) (b) and (c) and (3) to the contrary notwithstanding, no adjustment in the number of shares of Common Stock into which each share of $2,125 Preferred Stock is convertible shall be required under such provisions unless such adjustment would re quire an increase or decrease in the conversion ratio of at least 2%; provided, however, that any adjustments which by reason of this Paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If the Corporation shall take a record of the holders of its Common Stock for the purpose of determining the holders entitled to receive any dividend, subscription or distribution rights and shall, thereafter and before the delivery to shareholders of any such dividend, distribution or subscription rights, legally rescind the authorization or abandon its plan to pay or deliver such dividend, distribution or subscription rights, then no adjustment in the number of shares of Common Stock or of other stock of the Corporation into which each share of $2,125 Preferred Stock is convertible, shall be required by reason of the taking of such record. (5) Whenever any adjustment is required in respect of the stock into which each share of $2,125 Preferred Stock is convertible, the Corporation shall forthwith: (i) 'file with each Transfer Agent a statement describing in reasonable detail the adjustment and the method of calculation used, and (ii) cause a copy of such notice to be mailed to the holders of record of the $2,126 Preferred Stock at the close of business on the day preceding the effective date of such adjustment. (6) No fractional shares of stock of any class of the Corporation now or hereafter authorized shall be issuable upon any conversion of $2,125 Preferred Stock. In lieu of any such fractional share, the person entitled to an interest in respect of such a fractional share shall be entitled, as determined from time to time by the .Board of Directors of the Corporation, to either (i) a scrip certificate for a fractional share, with such terms and conditions as the Board of Directors shall prescribe, or (ii) the cash equivalent of any such fractional share'based upon the market value thereof on the date of such conversion, which for1 the purpose of this Paragraph (6) shall be the selling price of the last sale of said stock on the last business day preceding the date of such conversion, or, in case no sale shall take place on such day, the average of the closing bid and asked prices, in either case as officially quoted CLD018615 XiK \ (0 iC by the New York Stock Exchange or, if the said stock should not then be listed or admitted to trading on said Exchange, the average of the closing bid and asked price as furnished by any New York Stock Exchange firm selected from time to time by the Board of Directors of the Corporation for the purpose. (7) The number of shares of Common Stock outstanding at any time shall, for the purposes of Paragraph (2) of Section (F) of Article Fif t h above, include shares of Common Stock issuable in respect of outstanding scrip certificates at the time still exchangeable for full shares of Common Stock. (8) The Corporation shall at all times reserve and keep available out of its authorized but unissued stock the full number of shares of stock into which all shares of $2,125 Preferred Stock from time to time outstanding are con vertible. (9) Shares of $2,125 Preferred Stock surrendered for conversion may be reissued as shares of the initial series or of such other series of Cumulative Preferred Stock as shall be determined by the Board of Directors of the Cor poration. (10) On the issue of any shares of Common Stock upon conversion of shares of $2,125 Preferred Stock the stated capital of the Corporation shall be reduced by an amount equal to the difference between the aggregate stated value of the shares of Common Stock so issued and the aggregate stated value of the shares of $2,126 Preferred Stock converted. Ar t ic l e Six t h : In addition to all powers and authority to purchase issued shares of its own stock, now or hereafter conferred upon the Corporation by law or the Corporation's Articles of Incorporation, as amended, the Corporation, by its Board of Directors may purchase issued shares of its own stock of any class, except to the extent, if any, forbidden by law or by any provision of these Amended Articles of Incorporation or of any indenture or contract which is binding upon it. Ar t ic l e Se v e n t h : These Amended Articles of Incorporation supersede and take the place of the Agreement Merging The Macco Chemical Company into The Glidden Company, which operated as the Corporation's Amended Articles of In corporation immediately prior to the filing with the Secretary of State of the State of Ohio of these Amended Articles of Incorporation. 17 6LD018616 Fu r t h e r Res o l v ed , that the proper officers of this Company be and they are hereby authorized and instructed to execute and to file in the Office of the Secretary of State of the State of Ohio on July 22, 1965, a Certificate of Amended Articles of Incorporation, as required by law; and . FURTHER Res o l v ed , that, in lieu of issuing to any holder of an uneven number of shares of Common Stock any scrip or certificate for the fractional one-half share of $4 par value Common Stock to which such stockholder would other wise be entitled, the Company shall pay to such stockholder a sum in cash equal to one-half of the market value of one share of $4 par value Common Stock, based upon the selling price (adjusted for the stock split) of the last reported sale of $10 par value Common Stock on the New York Stock Ex change on July 21, 1965, or if there shall be no reported sale on said date, then based upon the average of the closing bid and asked prices (adjusted for the stock split) on said date. In Wit n es s Wh er eo f , said William G. Phillips, President, and Richard K. Dutton, Seci'etary, of The Glidden Company, acting for and on behalf of The Glidden Company, have hereunto subscribed their names, as such officers, and have caused the seal of The Glidden Company to be hereunto affixed, this 16th day of July, 1965. sywmiani.G...Phimps. President s/Richard K. Dutton Secretary G*-D018627 4- . .. UNITED STATES 'CP AMERICA, :) "r- - " . '' v v . STATE OF OHIO, . w. ) ) ' ' ' '") OFFICE OF THE SECRETARY OF STATE. ) 'f';./'.;i<:Vs'i- /*,- I, TED W. BRCWN, : '7 ^. Secretary of State of the State of Ohio, do hereby certify that the foregoing is an;.' exemplified copy, carefully compared by me with the original record now in my . .' . *. i official custody as Secretary of State, and found to be true and correct, of the : CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF OF THE GLIDDEN COMPANY *. . ;V-' j filed in this office on the 22nd day of July A.D. 1965 and recorded on Roll B/+16 r; . 1 Frame 551 of the Records of Incorporations, as of 3*00 P.M. (E.S.T.) 7 . i f WITNESS my hand and official seal at V ' Columbus, Ohio, this 22nd day of July A.D.: 1965. 222 TED V.T. BROWN Secretary of State?- 'i -S' Vv.-'i. 1 V- g l d o i8618 .W' V.- ,... l,