<DESCRIPTION>CERTIFICATE OF INCORPORATION
ROHM AND HAAS COMPANY
RESTATED CERTIFICATE OF INCORPORATION
Originally incorporated April 23, 1917
under the name Rohm & Haas Company
I. The name of the Company is Rohm and Haas Company.
II. The principal office of the Company in the State of Delaware is located
at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent is The Corporation Trust Company, and the address of its
registered agent is 1209 Orange Street, in the City of Wilmington, County of New
Castle, Delaware 19801.
III. The purpose of the Company is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
IV. The Company shall have authority to issue 400,000,000 shares of Common
Stock, of the par value of $2.50 per share, and 25,000,000 shares of Preferred
Stock, of the par value of $1.00 per share. The Board of Directors of the
Corporation is hereby expressly authorized, at any time and from time to time,
to divide the shares of Preferred Stock into one or more series, to issue from
time to time in whole or in part the shares of Preferred Stock, and in the
resolutions providing for the issue of such shares to fix and determine, except
as otherwise expressly limited by Delaware law, the voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions as may be desired, to the fullest extent permitted by Delaware
V. The Company is to have perpetual existence.
VI. The private property of the stockholders of the Company shall not be
subject to the payment of corporate debts to any extent whatever.
VII. The Board of Directors shall have the power to adopt, amend or repeal
the bylaws of the Company.
VIII. The Company shall have the power to keep its books of account,
documents and records outside of the state of Delaware at such places as the
Board of Directors may determine.
IX. No holder of securities of any class of the Company shall be entitled
as such, as a matter of right, to subscribe for or purchase any part of any new
or additional issue of securities of any class of the Company, whether now or
hereafter authorized. All securities of the Company shall be issued and sold to
such parties as the Board of Directors in its discretion may determine.
X. No director of the Company shall be personally liable to the Company or
to any stockholder for monetary damages for any breach of duty as a director
except to the extent such exemption from liability is not permitted under the
Delaware General Corporation Law as currently in effect or hereafter amended.
Neither the amendment to nor repeal of this Article nor the adoption of any
provision of the Certificate of Incorporation inconsistent with this Article
shall apply to or have any effect in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article X would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
XI. Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or special
meeting of the stockholders and may not be effected by a consent in writing.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates
and integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as previously restated and amended and which has no
discrepancy between itself and those provisions and having been duly adopted by
the Board of Directors of the Corporation in accordance with the provisions of
Section 245 of the General Corporation Laws of the State of Delaware, has been
executed this 20th day of August, 1999, by its authorized officer.
/s/ Gail P. Granoff
Gail P. Granoff