Document kDqayww4LbEOx5G0nxzobY0xO

I> (Eertiftral* of Am*n&m*nt l of (frrttfirat? of 3nrorporattoti i of SnfyttB-IHattuiUp nrpnrattnn (Pursuant to Section Thirty-Six of the Stock Corporation Law) STATE OF NEW YORK DEPARTMENT OF STATE Filed March 12, 1966 Tut $ None Filing Fee $26. Carmine G. DsSamo Secretary of State By J. Tracy SGP 0002494 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF JOHNS-MANVILLE CORPORATION (Pursuant to Section Thirty-Six of the Stock Corporation Law) We, A. R. Fishes and Herbert Morton Ball, being the President and Secretary, respectively of Johns-Manville Corporation (hereinafter called the "corporation") oertify that: .,* FIRST: The name of the corporation is Johns-Manville Corporation. SECOND: The date of filing the Certificate of Incorporation of the corporation in the office of the Department of State is December 28, 1926. A Restated Certificate of Incorporation was filed in said office on May 15, 1950. THIRD: The Certificate of Incorporation, as restated, of the cor poration is hereby amended to effect one or more of the changes authorized in subdivision two of section thirty-five of the Stock Corporation Law, to wit: To change all of the present!., authorized 4,500,000 shares of stock without nominal or par value and of the same class, of whioh 3,206,559 shares are issued, into a different number of shares of stock of a par value of $5 each and of the same olass and, in connection therewith, to strike out the statement respecting capital required by section 12 of the Stock Corporation Law of corporations having stock without nominal or par value. FOURTH: To effect the amendment or amendments set forth in Article THIRD of this Certificate of Amendment, the Certificate of Incor poration, as restated, is hereby amended by striking out Articles THIRD and FOURTH of said Certificate of Incorporation in their entirety, said Articles setting forth the total number of shares which the corporation is authorized to issue, the statements with respect to capital made pursu- SGP 0002495 I 2 ant to paragraph A of subdivision 4 of Article 12 of the Stock Corporation Law and the number of shares to be included in each class and all of the designations, preferences, privileges and voting powers or restrictions or qualifications of the shares of each class by substituting therefor new Articles to read as follows: "THIRD: The amount of the capital stock of the corporation is $125,000,000. FOURTH: The total number of shares that may be issued by the corporation is 25,000,000, all of which are to be of the par value of $5 each and all of one class of Common 8tock. No holder of any Preferred Stock or Common Stock of the cor poration shall be entitled as of right to purchase or subscribe for any part of the unissued stock of the corporation or of any stock of the corporation to be issued by reason of any increase of the authorized capital stock of the corporation or of the number of its shares, or of bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the corporation, , or .of any stock of,the cor poration purchased by it or its nominee or nominees. ' ' The holders of Common Stock shall have the right to vote on all questions to the exclusion of all other classes of stock, except as by law expressly provided or as otherwise expressly provided with respect to the holders of any other class or classes of stock." FIFTH: All of the presently authorized 4,500,000 shares of capital stock without par value, of which 3,206,559 are issued, are hereby changed into 25,000,000 shares of Common Stock of the par value of $5 each. The terms upon which such change shall be made are as follows: Each share of the issued and outstanding shares of Common Stock with out par value of the corporation is hereby changed into two fully paid and non-asseesable shares of Common Stock with the par value of $5 each of`the corporation and the 1,293,441 remaining authorized shares of Common Stock without par value of the corporation not issued are here by changed into the balance of said 25,000,000 shares of Common Stock of the par value of $5 each. In Witness Whereof, we have subscribed and acknowledged this Certificate this 9th day of March, 1956. A. R. Fisher President Herbert Morton Ball Secretary SGP 0002496 3 State of New York County of New York v I ss.: On this 9th day of March, 1956, before me personally came A. R. Fisher and Herbert Morton Ball, to me known to be the persons described in and who executed the foregoing Certificate of Amendment, and they thereupon severally duly acknowledged to me that they executed the same. Robert H. Seberle Notary Public (Notarial Seal) State of New York County of New York \ r88-1 ROBERT H. SEBERLE Notary Public, State of New York No. 60.3578160 Qualified in Westchester County Certificates filed in the following offices: County Clerk -- New York Commission Expires March 30, 1957 A. R. Fisher and Herbert Morton Ball, being duly sworn, depose and say, and each for himself deposes and says, that he, A. R. Fisher, is the President of Johns-Manville Corporation, and that he, Herbert Morton Ball, is the Secretary thereof; that they have been authorized to execute and file the foregoing Certificate of Amendment by the votes cast, in person or by proxy, of the holders of record of two-thirds of the outstanding shares of stock of the corporation entitled to vote at the stockholders' meeting at which such votes were cast, with relation to the proceedings provided for in said Certificate; that neither the Certificate of Incorporation nor any other Certificate filed pursuant to law requires a larger proportion of votes; and that such votes were cast at a stock holders' meeting held at The Roosevelt Hotel, Madison Avenue at 45th Street, City of New York, March 9, 1956, at 11XX) A. M., upon notice pursuant to section forty-five of the Stock Corporation Law. Subscribed and sworn to 1 Jbefore me this 9th day of [ March, 1956. A. R. Fisher Herbert Morton Ball Robert H. Seberle Notary Public ROBERT H. SEBERLE Notary Public, State of New York No. 60.3678150 Qualified in Westchester County Certificates filed in the following offices: County Clerk -- New York Commission Expires March 30, 1957 (Notarial Seal) SGP 0002497  I 4 State of New York County of New York Herbert Morton Ball, being duly sworn, deposes and says, that he, Herbert Morton Ball, is the Secretary of Johns-Manville Corpo ration; that the number of issued shares changed pursuant to the foregoing Certificate of Amendment is 3,206,559, all of which are without par value; that the number of shares resulting from such change is 6,413,118; that the par value of the shares resulting from such change is $5 each; that the number of unissued shares changed is 1,293,441 shares, all of which are without par value; that the number of shares resulting from such change is 18,586,882; and that the par value of the shares resulting from suoh change is $5 each. Subscribed and sworn to before me this 9th day of March, 1956 Robert H. Seberle Notary Public ROBERT H. SEBERLE Notary Public, State of New York No. 60-3678160 Qualified in Westchester County Certificates filed in the following offices: County Clerk -- New York Commission Expires March SO, 1967 Herbert Morton Ball Secretary (Notarial Seal) SGP 0002498