EXHIBIT 3(i)

 

                      ARTICLES OF AMENDMENT AND RESTATEMENT

                                       OF

                               G&K SERVICES, INC.

 

    The undersigned, President of G&K Services, Inc. (the "Company"), hereby

certifies that the following Articles of Amendment and Restatement were approved

by the Board of Directors (the "Board") pursuant to a meeting of the Board held

August 30, 2001, and by the shareholders of the Company (the "Shareholders")

pursuant to a meeting of the Shareholders held November 8, 2001, pursuant to the

provisions of the Minnesota Business Corporation Act.

 

    1.   The name of the Company is G&K Services, Inc.

 

    2.   The Articles of Incorporation are hereby amended and restated in their

         entirety to read as follows:

 

                                   ARTICLE I.

 

    The name of the Company shall be G&K SERVICES, INC.

 

                                   ARTICLE II.

 

    The purpose of this Company shall be general business purposes, including

specifically but without limiting the generality of the foregoing, the purpose

of carrying on and conducting a steam, general laundry, cleaning and dyeing, and

linen supply business; to purchase or otherwise acquire the whole or any part of

the property, business, goodwill, and to undertake or assume the whole or any

part of the bonds, mortgages, leases, contracts, liabilities and obligations of

any person, firm, corporation or organization, and pay for the same or any part

thereof in cash, shares of capital stock, bonds, debentures, or obligations of

this Company, or by undertaking and assuming the whole or any part of the

liabilities or obligations of the transferor; to hold or in any manner dispose

of the whole or any part of the property and assets so acquired or purchased,

and to conduct in any lawful manner the whole or any part of the business so

acquired; to acquire by purchase subscription or otherwise, and to hold as

investment any bonds or other securities or evidence of indebtedness, or any

shares of capital stock created or issued by any other corporation, to sell,

pledge and deal in the same; to buy, sell, lease, improve and deal in real

estate and personal property; and in general to transact such other things as

may be incidental to or connected with any of the foregoing.

 

                                  ARTICLE III.

 

    The period of duration of this Company shall be perpetual.

 

                                   ARTICLE IV.

 

    The location of the post office address of the registered office of this

Company in Minnesota shall be 5995 Opus Parkway, Suite 500, Minneapolis,

Minnesota 55343.

 

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                                   ARTICLE V.

 

    (a)  The total number of shares of stock which the Company shall have the

authority to issue is Four Hundred Thirty Million (430,000,000) shares, which

shall be classified as follows:

 

         (1)  Four Hundred Million (400,000,000) shares of Class A Common Stock,

              $.50 par value per share; and

 

         (2)  Thirty Million (30,000,000) shares of Class B Common Stock, $.50

              par value per share.

 

    (b)  The relative rights, powers, preferences, restrictions and other

matters relating to the Class A Common Stock and the Class B Common Stock are

hereby affixed as follows:

 

         (1)  VOTING RIGHTS AND POWERS. With respect to all matters upon which

Shareholders are entitled to vote and to which Shareholders are entitled to give

consent, except as otherwise required by law, the holders of outstanding shares

of Class A Common Stock and the holders of outstanding shares of Class B Common

Stock shall vote together without regard to class, and every holder of

outstanding shares of Class A Common Stock shall be entitled to cast thereon one

(1) vote in person or by proxy for each share of Class A Common Stock standing

in his name and every holder of outstanding shares of Class B Common Stock shall

be entitled to cast thereon ten (10) votes in person or by proxy for each share

of Class B Common Stock standing in his name.

 

         (2)  DIVIDENDS AND DISTRIBUTIONS.

 

              (i)  At any time shares of the Class B Common Stock are

         outstanding, as and when cash dividends may be declared by the Board of

         Directors, the cash dividend payable on shares of the Class A Common

         Stock shall in all cases be at least equal on a per share basis to the

         cash dividend payable on shares of the Class B Common Stock.

 

              (ii) Each share of the Class A Common Stock and each share of the

         Class B Common Stock shall be equal in respect of rights to dividends

         (except as set forth above) and distributions, when and as declared, in

         the form of stock or other property of the Company, except that in the

         case of dividends or other distributions payable in stock of the

         Company, including distributions pursuant to stock split-ups or

         divisions which occur after the initial issuance of shares of the Class

         B Common Stock by the Company pursuant to the exchange offer, only

         shares of the Class A Common Stock shall be distributed with respect to

         the Class A Common Stock and only shares of the Class B Common Stock

         shall be distributed with respect to the Class B Common Stock.

 

    After the initial issuance of shares of Class B Common Stock by the Company

pursuant to the exchange offer, shares of the Class B Common Stock in the form

of a distribution pursuant to a stock dividend, split-up or division of the

shares of the Class B Common Stock to the then

 

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holders of the outstanding shares of the Class B Common Stock shall only be

issued in conjunction with and in the same ratio as a stock dividend, split-up

or division of the shares of the Class A Common Stock.

 

    In the case of any combination or reclassification of the Class A Common

Stock, the shares of Class B Common Stock shall also be combined or reclassified

so that the number of shares of Class B Common Stock outstanding immediately

following such combination or reclassification shall bear the same relationship

to the number of shares of Class B Common Stock outstanding immediately prior to

such combination or reclassification as the number of shares of Class A Common

Stock outstanding immediately following such combination or reclassification

bears to the number of shares of Class A Common Stock outstanding immediately

prior to such combination or reclassification.

 

              (iii) After the initial issuance of shares of Class B Common Stock

         by the Company pursuant to the exchange offer and the 10% stock

         dividend of Class A Common Stock as contemplated to be distributed

         following the exchange offer, the dividend and other distribution

         rights of Class A and Class B Common Stock and conversion rights of

         Class B Common Stock shall be proportionately adjusted for any increase

         or decrease in the number of issued shares of Class A Common Stock

         and/or Class B Common Stock resulting from a stock split, stock

         dividend or other division, or reclassification, reorganization,

         reverse stock split or other combination.

 

         (3)  OTHER RIGHTS. Except as otherwise required by law or as otherwise

provided in the Articles of Incorporation, each share of the Class A Common

Stock and each share of the Class B Common Stock shall have identical powers,

preferences, restrictions and rights, including rights in liquidation.

 

         (4)  CONVERSION. Outstanding shares of Class B Common Stock shall be

convertible into shares of Class A Common Stock, on a share-for-share basis, at

the option of the holder thereof, on and subject to the following terms and

conditions:

 

              (i)   The Company shall effect any such conversion as soon as

         practical after receipt from any such holder of shares of Class B

         Common Stock of: (aa) written notice to the Company of the request for

         conversion of shares of Class B Common Stock into shares of Class A

         Common Stock, which notice shall be addressed to the principal office

         of the Company or to the Company's designated transfer agent, shall

         state the number of shares of Class B Common Stock to be converted into

         shares of Class A Common Stock, the numbers of the certificate or

         certificates representing the shares of Class B Common Stock to be so

         converted and the name or names in which such holder desires the

         certificate or certificates for such Class A Common Stock to be issued;

         and (bb) a certificate or certificates representing the number of

         shares of fully-paid and nonassessable Class B Common Stock to be

         converted into shares of Class A Common Stock duly endorsed for

         transfer with signature(s) guaranteed by a firm which is a member of a

         registered national securities exchange or a member of the National

         Association

 

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         of Securities Dealers, Inc. or by a commercial bank or trust company

         having an officer or correspondent in the United States.

 

              (ii)  In the event the certificate or certificates for shares of

         Class B Common Stock delivered to the Company for conversion into

         shares of Class A Common Stock represent a number of shares greater

         than the number of shares of Class B Common Stock to be converted, the

         Company at the time of issuance of the certificate or certificates for

         shares of Class A Common Stock pursuant to the conversion request,

         shall issue and deliver to the holder requesting conversion, or to such

         Permitted Transferee (as hereinafter defined) as such holder may

         designate a certificate for shares of Class B Common Stock not being

         converted into shares of Class A Common Stock issued in the name of

         such holder, or such Permitted Transferee if so requested by such

         holder.

 

              (iii) The issuance of a certificate or certificates for shares of

         the Class A Common Stock upon conversion of shares of the Class B

         Common Stock shall be made without charge for any stamp or other

         similar tax in respect of such issuance. However, if any such

         certificate or certificates is or are to be issued in a name other than

         that of the holder of the share or shares of the Class B Common Stock

         converted, the person or persons requesting the issuance thereof shall

         pay to the transfer agent or to the Company the amount of any tax which

         may be payable in respect of any such transfer, or shall establish to

         the satisfaction of the transfer agent or the Company that such tax has

         been paid.

 

              (iv)  Any such conversion shall be deemed to have been made at the

         close of business on the date of receipt by the Company or its transfer

         agent of the documents required by Section 4(i) above, and all rights

         of such holder shall cease at such time, and the person or persons in

         whose name or names the certificate or certificates representing shares

         of the Class A Common Stock are to be issued shall be treated for all

         purposes as having been the record holder or holders of such shares of

         Class A Common Stock at such time and shall have and may exercise all

         rights and powers pertaining thereto. No adjustment in respect of past

         cash dividends shall be made upon conversion of any share of the Class

         B Common Stock; provided, however, that if any shares of Class B Common

         Stock shall be converted subsequent to the record date for the payment

         of a cash or stock dividend or other distribution in shares of Class B

         Common Stock but prior to such payment, the registered holder of such

         shares at the close of business on such record date shall be entitled

         to receive the cash or stock dividend or other distribution payable to

         holders of Class A Common Stock.

 

              (v)   The Company shall at all times reserve and keep available,

         solely for the purpose of issue upon conversion of outstanding shares

         of Class B Common Stock, such number of shares of Class A Common Stock

         as may be issuable upon conversion of all such outstanding shares of

         Class B Common Stock, provided the Company may deliver shares of Class

         A Common Stock which have previously been exchanged for shares of Class

         B Common Stock or

 

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         which are held in the treasury of the Company, for shares of Class B

         Common Stock to be converted.

 

              (vi)  If any shares of Class A Common Stock require registration

         with or approval of any governmental authority under any federal or

         state law before such shares of Class A Common Stock may be issued upon

         conversion, the Company will use its best efforts to cause such shares

         to be duly registered or approved, as the case may be.

 

              (vii) All shares of Class A Common Stock which may be issued upon

         conversion of shares of Class B Common Stock will, upon issuance, be

         fully paid and nonassessable.

 

         (5)  TRANSFER. No person holding shares of Class B Common Stock

(hereinafter called a "Class B Holder") may transfer, and the Company shall not

register the transfer of such shares of Class B Common Stock, whether by sale,

assignment, gift, bequest, appointment or otherwise, except to a Permitted

Transferee of such Class B Holder, which term shall have the following meaning:

 

              (i)   In the case of the Class B Holder who is a natural person

         holding record and beneficial ownership of the shares of Class B Common

         Stock in question, "Permitted Transferee" means: (aa) the spouse of

         such Class B Holder; (bb) a lineal descendant of such Class B Holder,

         including adopted children of such Class B Holder (said lineal

         descendants, together with the Class B Holder and his or her spouse,

         are hereinafter referred to as such Class B Holder's "family members");

         (cc) the trustee of a trust for the benefit of one or more of such

         Class B Holder's family members; (dd) a corporation the outstanding

         capital stock of which is owned by, or a partnership, all of the

         partners of which are, one or more of such Class B Holder's family

         members, provided that if any share of capital stock of such

         corporation (or any survivor of a merger or consolidation of such a

         corporation), or any partnership interest in such a partnership, is

         acquired by any person who is not such Class B Holder's family member,

         all shares of Class B Common Stock then held by such corporation or

         partnership, as the case may be, shall be deemed without further act on

         anyone's part to be converted into shares of Class A Common Stock, and

         stock certificates formerly representing such shares of Class B Common

         Stock shall thereupon and thereafter be deemed to represent the like

         number of shares of Class A Common Stock.

 

              (ii)  In the case of a Class B Holder holding the shares of Class

         B Common Stock as trustee pursuant to a trust other than a trust

         described in Section 5(iii) below, "Permitted Transferee" means: (aa)

         the person who established such trust; and (bb) a Permitted Transferee

         of such trust determined pursuant to Section 5(i) above.

 

              (iii) In the case of a Class B Holder holding the shares of Class

         B Common Stock in question as trustee pursuant to a trust which was

         irrevocable on the record date for determining the persons to whom

         Class B Common Stock is first distributed by the Company, "Permitted

         Transferee" means any person to

 

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         whom or for whose benefit principal may be distributed either during or

         at the end of the term of such trust whether by power of appointment or

         otherwise.

 

              (iv)  In the case of a Class B Holder holding record (but not

         beneficial) ownership of the shares of Class B Common Stock in question

         as nominee for the person who was the beneficial owner thereof on the

         record date (as defined in Section 5(iii) above), "Permitted

         Transferee" means such beneficial owner and a Permitted Transferee of

         such beneficial owner determined pursuant to Section 5(i), 5(ii), or

         5(iii) hereof, as the case may be.

 

              (v)   In the case of a Class B Holder which is a partnership

         holding record and beneficial ownership of shares of Class B Common

         Stock in question, "Permitted Transferee" means any partner of such

         partnership.

 

              (vi)  In the case of a Class B Holder which is a corporation

         holding record and beneficial ownership of the shares of Class B Common

         Stock in question, "Permitted Transferee" means any stockholder of such

         corporation receiving shares of Class B Common Stock through a dividend

         or through a distribution made upon liquidation of such corporation and

         a survivor of a merger or consolidation of such corporation.

 

              (vii) In the case of a Class B Holder which is the estate of a

         deceased Class B Holder or which is the estate of a bankrupt or

         insolvent Class B Holder and provided such deceased, bankrupt or

         insolvent Class B Holder, as the case may be, held record or any

         beneficial ownership of the shares of Class B Common Stock in question,

         "Permitted Transferee" means a Permitted Transferee of such deceased,

         bankrupt or insolvent Class B Holder as determined pursuant to Sections

         5(i), 5(ii), and 5(iii) above, as the case may be.

 

              (viii) "Permitted Transferee" includes any employee of the

         Company, any employee stock ownership plan of the Company, or any other

         plan or trust established by the Company for the benefit of its

         employees.

 

              (ix)  Notwithstanding anything to the contrary set forth herein,

         any Class B Holder may pledge such holder's shares of Class B Common

         Stock to a pledgee pursuant to a bona fide pledge of such shares as

         collateral security for indebtedness due to the pledgee, provided that

         such shares shall not be transferred to or registered in the name of

         the pledgee and shall remain subject to the provisions of this

         Paragraph (5). In the event of foreclosure or similar action by the

         pledgee, such pledged shares of Class B Common Stock may only be

         transferred to a Permitted Transferee of the pledgor or converted into

         shares of Class A Common Stock, as the pledgee may elect.

 

              (x)   For the purposes of this Paragraph:

 

                   (A)  The relationship of any person that is derived by or

              through legal adoption shall be considered a natural one.

 

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                   (B)  Each joint owner of shares of Class B Common Stock shall

              be considered a "Class B Holder" of such shares.

 

                   (C)  A minor for whom shares of Class B Common Stock are held

              pursuant to the Uniform Gifts to Minor's Act or similar law shall

              be considered a Class B Holder of such shares.

 

                   (D)  Unless otherwise specified, the term "person" means both

              natural persons and legal entities.

 

              (xi)  Any purported transfer of shares of Class B Common Stock not

         permitted hereunder shall be void and of no effect and the purported

         transferee shall have no rights of a Shareholder of the Company and no

         other rights against or with respect to the Company. The Company may,

         as a condition of transfer or the registration and transfer of such

         shares of Class B Common Stock to a purported Permitted Transferee,

         require the furnishing of such affidavits or other proof as it deems

         necessary to establish that such transferee is a Permitted Transferee.

         The Company may note on the certificates for shares of Class B Common

         Stock the restrictions on transfer and registration of transfer imposed

         by this Paragraph (5).

 

              (xii) Shares of Class B Common Stock, issued initially pursuant to

         the exchange offer or at any time thereafter, shall be registered in

         the names of the beneficial owners thereof and not in "street" or

         "nominee" name. For this purpose, a "beneficial owner" of any shares of

         Class B Common Stock shall mean a person who or an entity which,

         possesses the power, either singly or jointly, to direct the voting or

         disposition of such shares.

 

         (6)  TERMINATION OF CERTAIN RIGHTS AND LIMITATIONS. At any time when

there are less than 150,000 shares of Class B Common Stock outstanding, adjusted

for stock splits, stock dividends or other divisions, or reclassifications,

reorganizations, reverse stock splits or other combinations, and increased by

any shares of Class B Common Stock issued after the shares of Class B Common

Stock are initially issued to the then holders of Class A Common Stock pursuant

to the initial exchange offer; then, in that event, any shares of Class B Common

Stock which are then outstanding shall, without any action by the Board of

Directors or the holder or holders thereof, automatically convert and become for

all purposes shares of Class A Common Stock, and the provisions of these

Articles of Incorporation which provide for different voting and dividend rights

for the Class A Common Stock and the Class B Common Stock shall not be of any

further force or effect. All shares of either or both the Class A Common Stock

or the Class B Common Stock which are then outstanding shall have equal and

general voting power in the election of directors and in all matters upon which

Shareholders of the Company are entitled to vote or give consent, even if at

such time there shall have been fixed by the Board of Directors a record date

for voting at any meeting of Shareholders. If any cash dividends shall have been

declared at such time but not paid, holders of the Class B Common Stock shall be

entitled to the same cash dividend payable to the holders of the Class A Common

Stock, and future cash dividends, as and when declared, shall be payable at the

same rate for all shares of the one class of Class A Common Stock then

outstanding. The Board of Directors is hereby

 

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authorized to take such actions, consistent with law, as it deems appropriate

and advisable with respect to the replacement of certificates then outstanding

evidencing ownership of Class B Common Stock, or otherwise, in order to carry

into effect the foregoing provisions.

 

         (c)  No holder of stock of this Company shall be entitled to any

cumulative voting rights.

 

         (d)  The Board of Directors shall have authority to fix the terms,

provisions and conditions of and authorize the issuance of (i) rights to convert

any securities of this Company into capital stock including the conversion basis

or bases, and (ii) options to purchase or subscribe for shares of its capital

stock including the option price or prices at which shares may be purchased or

subscribed for.

 

         (e)  The capital stock of this Company shall be issued in the manner,

at such times, in such amounts, and for such consideration,in money or property,

or both, as the Board of Directors may, from time to time, determine.

 

         (f)  No holder of stock of this Company shall have any preferential,

preemptive, or other rights of subscription to any shares of any class of stock

of this Company allotted or sold or to be allotted or sold and now or hereafter

authorized, or to any obligations or securities convertible to any class of this

Company, nor any right of subscription to any part thereof.

 

                                   ARTICLE VI.

 

         (a)  NUMBER OF DIRECTORS.The management of the business and the affairs

of this Company shall be vested in a Board of Directors, whose members need not

be Shareholders. The number of directors shall be no less than three (3) nor

more than twelve (12) and shall be established by resolution of the Board of

Directors. The number of directors may be increased or decreased from time to

time by a resolution adopted by the holders of at least eighty percent (80%) of

the voting power of this Company's outstanding capital stock entitled to vote.

 

         (b)  CLASSIFICATION OF DIRECTORS. The Board of Directors shall be

classified, with respect to the time for which they severally hold office, into

three (3) classes: Class I, Class II and Class III, which shall be as nearly as

equal in number as possible; provided however, that the number of directors in

any one class may not exceed the number of directors in any other class by more

than one. Each director in Class I shall be elected to an initial term of one

(1) year, each director in Class II shall be elected to an initial term of two

(2) years and each director in Class III shall be elected to an initial term of

three (3) years, and, with respect to directors in each class, each director

shall be elected and serve until the election and qualification of such

director's successor, or until such director's earlier resignation, death, or

removal from office. Upon the expiration of the initial terms of office for each

class of directors, the directors elected to succeed those whose terms have

expired shall be identified as being of the same class as the directors they

succeed, and the directors of each class shall be elected for a term of three

(3) years to serve until the election and qualification of their successors, or

until such directors' earlier resignation, death, or removal from office.

 

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         (c)  REMOVAL OF DIRECTORS. The shareholders may remove a director, at

any time, with or without cause, but only if such removal is approved by the

affirmative vote of the holders of at least 80% of the voting power of all of

the then outstanding shares of capital stock of this Company entitled to vote on

such removal. The Board of Directors of this Company, by the affirmative vote of

a majority of the directors then holding office may remove a director, at any

time, pursuant to the terms and provisions of Minnesota Statutes, Section

302A.223, subdivision 2 (or similar provision of future law).

 

         (d)  VACANCIES. Newly created directorships resulting from any increase

in the number of authorized directors or eliminated directorships resulting from

any decrease in the number of authorized directors shall be apportioned by the

Board of Directors among the Class I, Class II and Class III directors to keep

the number of directors in each such class as nearly equal as reasonably

possible; provided, however, that no decrease in the number of authorized

directors shall shorten the term or effect the removal of any incumbent director

except upon compliance with section (c) of this Article VI. Vacancies on the

Board of Directors created by any increase in the number of authorized directors

may be filled by the affirmative vote of a majority of the directors then

holding office. A director so chosen shall hold office for a term expiring at

the next annual meeting of Shareholders at which the term of office of the class

of directors to which such director has been elected expires and until such

director's successor shall have been duly elected and qualified. Any vacancies

on the Board of Directors resulting from the death, resignation, retirement,

disqualification, removal pursuant to section (c) of this Article VI, or other

cause (other than a vacancy due to an increase in the number of authorized

directors) may be filled by the affirmative vote of a majority of the directors

then holding office, though less than a quorum. A director so chosen shall hold

office for a term expiring at the next annual meeting of Shareholders at which

the term of office of such director's predecessor expires and until such

director's successor shall have been duly elected and qualified.

 

                                  ARTICLES VII.

 

         (a)  LIMITATION OF LIABILITY OF DIRECTORS. No director of the Company

shall be personally liable to the Company or any Shareholder for monetary

damages for breach of fiduciary duty as a director. Notwithstanding the

foregoing sentence, a director shall be liable to the extent provided by

applicable law for: (i) breach of the director's duty of loyalty to the Company

or its Shareholders, (ii) acts or omissions not in good faith or that involve

intentional misconduct or a knowing violation of law, (iii) obligations under

Minnesota Statutes Sections 302A.559 or 80A.23; (iv) any transaction from which

the director derived an improper personal benefit, or (v) any act or omission

occurring prior to the date when this Article VII becomes effective. Neither the

amendment nor repeal of this paragraph, nor the adoption of any provision of

these Restated Articles of Incorporation inconsistent with this paragraph, shall

apply to or have any effect upon the liability or alleged liability of any

director of the Company for or with respect to any acts or omissions of such

director occurring prior to such amendment, repeal, or adoption of any

inconsistent provision.

 

         (b)  RIGHT TO INDEMNIFICATION. Each person who was or is made a party

or is threatened to be made a party to or is involved in any action, suit or

proceeding, whether civil, criminal, administrative or investigative

(hereinafter a "proceeding"), by reason of the fact that he or she, or a person

of whom he or she is the legal representative, is or was a director or officer

of

 

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the Company or is or was serving at the request of the Company as a director,

officer, employee or agent of another corporation or of a partnership, joint

venture, trust or other enterprise, including service with respect to employee

benefit plans, whether the basis of such proceeding is alleged action or

inaction in an official capacity as a director, officer, employee or agent or in

any other capacity while serving as a director, officer, employee or agent,

shall be indemnified and held harmless by the Company to the fullest extent

authorized by the Minnesota Business Corporation Act, as the same exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent

that such amendment permits the Company to provide broader indemnification

rights than said law permitted the Company to provide prior to such amendment),

against all expense, liability and loss (including, without limitation,

attorneys' fees, judgments, fines, penalties, or excise taxes imposed with

respect to an employee benefit plan, and amounts paid or to be paid in

settlement) reasonably incurred or suffered by such person in connection

therewith and such indemnification shall continue as to a person who has ceased

to be a director, officer, employee or agent and shall inure to the benefit of

his or her heirs, personal representatives and administrators. The Company may,

by action of its Board of Directors, provide indemnification to employees and

agents of the Company with the same scope and effect as the foregoing

indemnification of directors and officers.

 

                                  ARTICLE VIII.

 

         (a)  Except as set forth in paragraph (b) of this Article, the

affirmative vote or consent of the holders of not less than eighty percent (80%)

of the voting power of all of the outstanding shares of capital stock of this

Company entitled to vote shall be required:

 

              (i)   to adopt any agreement for, or to approve, the merger or

         consolidation of the Company or any subsidiary (as hereinafter defined)

         with or into any Related Person (as hereinafter defined); or

 

              (ii)  to authorize any sale, lease, transfer, exchange, mortgage,

         pledge or other disposition to any Related Person of all or

         substantially all of the assets of the Company or any subsidiary; or

 

              (iii) to authorize the issuance or transfer by the Company or any

         subsidiary of any voting securities of the Company or any subsidiary in

         exchange or payment for the securities or assets of any Related Person,

         if such authorization is otherwise required by law or by any agreement

         between the Company and any national securities exchange or by any

         other agreement to which the Company or any subsidiary is a party; or

 

              (iv)  to adopt any plan for the dissolution of the Company; or

 

              (v)   to adopt any amendment, change or repeal of any of the

         provisions of this Article VIII.

 

         (b)  The provisions of paragraph (a) of this Article shall not apply,

and the provisions of the laws of the State of Minnesota shall apply to any

transaction described therein if the Board of Directors by resolution shall have

approved a memorandum of understanding with such Related Person setting forth

the principal terms of such transaction and such transaction is

 

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substantially consistent therewith, provided that the resolution approving such

memorandum of understanding is adopted by seventy percent (70%) of those members

of the Board of Directors who were duly elected and acting members of the Board

of Directors prior to the time such Related Person became the beneficial owner

of five percent (5%) or more of the outstanding shares of stock of the Company

entitled to vote in elections of directors.

 

 

         (c)  For purposes of this Article:

 

              (i)   a "subsidiary" is any company more than forty-nine percent

         (49%) of the voting securities of which are owned, directly or

         indirectly, by the Company;

 

              (ii)  a "person" is any individual, company, partnership or other

         entity;

 

              (iii) an "affiliate" of a specific person is any person that

         directly, or indirectly through one or more intermediaries, controls,

         or is controlled by, or is under common control with the specified

         person; and

 

              (iv)  a person is a "Related Person" if, as of the record date for

         the determination of Shareholders entitled to notice thereof and to

         vote or consent to proposed action, such person is, or at any time

         within the preceding twelve months has been, directly or indirectly

         through any affiliate, the beneficial owner of five percent (5%) or

         more of the outstanding shares of stock of the Company entitled to vote

         in elections of directors.

 

         (d)  The Board of Directors shall have the power and duty to determine,

for purposes of this Article, on the basis of information known to such Board,

 

              (i)   whether any person is a Related Person; and

 

              (ii)  whether a proposed transaction is substantially consistent

         with any memorandum of understanding of the character referred to in

         paragraph (b) of this Article.

 

         Any such determination shall be conclusive and binding for all purposes

         of this Article.

 

         (e)  Notwithstanding any other provision of these Restated Articles of

Incorporation or the Bylaws of this Company or the fact that a lesser percentage

may be specified by law, these Restated Articles of Incorporation or the Bylaws,

the affirmative vote of at least 80% of the voting power of all of the

outstanding shares of capital stock of this Company entitled to vote shall be

required to amend, alter, change or repeal all or any portion of Article VI or

this paragraph (e) of Article VIII.

 

         3.   This amendment has been adopted pursuant to Chapter 302A of the

              Minnesota Business Corporation Act.

 

                                                                             25

<Page>

 

         IN WITNESS WHEREOF the undersigned has hereunto set his hand as of this

8th day of November, 2001.

 

                                   G&K SERVICES, INC.

 

 

 

 

                                   By:    /s/ Thomas R. Moberly

                                      -----------------------------------------

                                   Name:   Thomas R. Moberly

                                   Title: President and Chief Executive Officer

 

 

AMENDMENT

ARTICLE IX

"The directors to be elected at a meeting of Shareholders shall be chosen by the majority of votes cast by the holders of shares entitled to vote in the election at the meeting, provided a quorum is present; provided, however, that if the election is a contested election, then the director shall be elected by the vote of a plurality of the votes cast by the holders of shares entitled to vote, provided a quorum is present. The election is “contested” if the number of nominees exceeds the number of directors to be elected, which shall be the case if: (i) a Shareholder has properly nominated a person for election to the Board of Directors in compliance with the Corporation’s Bylaws or applicable law and (ii) such nomination has not been withdrawn by such Shareholder on or prior to ten (10) days in advance of the date that the Corporation files its definitive proxy statement with the Securities and Exchange Commission with respect to such election (regardless of whether such proxy statement is thereafter revised or supplemented). For purposes of Article IX, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director.

If the holders of any preferred stock of the Company are entitled to elect any directors voting separately as a class or series, those directors shall be elected by a plurality of the votes cast by the holders of shares of preferred stock entitled to vote in the election at the meeting, provided a quorum of the holders of shares of preferred stock is present."