VAL

THE VALSPAR CORPORATION


CERTIFICATE OF INCORPORATION

As Amended to and Including

June 30, 1970

with further amendments filed on March 5, 1984, February 28, 1986,
March 12, 1987, February 26, 1992; February 26, 1997 and May 22, 2003

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CERTIFICATE OF INCORPORATION
OF
THE VALSPAR CORPORATION

As Amended to and Including June 30,1970
with further amendments filed on March 5, 1984, February 28, 1986,
March 12, 1987, February 26, 1992; February 26, 1997 and May 22, 2003


FIRST. The name of the corporation is

THE VALSPAR CORPORATION

SECOND. Its principal office in the State of Delaware is located at No.
100 West Tenth Street, in the City of Wilmington 99, County of New Castle. The
name and address of its resident agent is The Corporate Trust Company, No. 100
West Tenth Street, Wilmington 99, Delaware.

THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:

To deal in and with, manufacture, produce, buy, acquire, distribute,
lease, sell or otherwise dispose of, in any manner whatsoever, paints,
varnishes, colors and pigments, all types of paint vehicles, synthetics,
plastics, chemicals, and machinery, equipment, supplies and products of all
types pertaining to the foregoing.

To take, own, hold, deal in, mortgage or otherwise lien, and to lease,
sell, exchange, transfer, or in any manner whatever dispose of real property
within or without the State of Delaware, wherever situated.

To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise and personal property of
every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any
person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or
any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating
to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock-, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts,
and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, busts or persons, public or

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private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or
other political subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and privileges of
ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.

To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county,
state, body politic or government or colony or dependency thereof.

To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute, and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge, conveyance
or assignment in trust of the whole or any part of the property of the
corporation, whether at the time owned or thereafter acquired, and to sell,
pledge or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.

To loan to any person, firm or corporation any of its surplus funds,
either with or without security.

To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of
its own shares of capital stock when such use would cause any impairment of
its capital except as otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it shall not be voted upon
directly or indirectly.

To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose
of, real and personal property of every class and description in any of the
states, districts, territories or colonies of the United States, and in any
and all foreign countries, subject to the laws of such state, district,
territory, colony or country.

In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the
State of Delaware, and to do any or all of the things hereinbefore set forth
to the same extent as natural persons might or could do.

The objects and purposes specified in the foregoing clauses shall
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.

FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is two hundred fifty million (250,000,000) shares of
Common Stock of the par value of Fifty Cents ($0.50) per share. At all meetings
of the stockholders, holders of Common Stock shall be entitled to one vote for
each share registered in their names. No stockholder shall have any preemptive
or preferential right to subscribe for or purchase any of the unissued shares of
stock of the corporation of the same class or of any other class, whether now or
hereafter authorized, or any

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stock of this corporation purchased by this corporation, or by its nominee or
nominees, or any bonds, certificates of indebtedness, debentures or other
securities of this corporation, whether or not such securities shall be
convertible into stock of this corporation:

FIFTH. The names and places of residence of each of the incorporators
are as follows:

Names Places of Residence
----- -------------------

L. H. Herman.........................Wilmington, Delaware
D. 0. Newman.........................Wilmington, Delaware
Walter Lenz..........................Wilmington, Delaware

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

EIGHTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

(1) To make, alter or repeal the by-laws of the corporation.

(2) To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

(3) To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

(4) By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the sea] of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the Board of Directors.

(5) When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given. at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, an), other corporation or
corporations, as its Board of Directors shall deem expedient and for the best
interests of the corporation.
NINTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or an), class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary,
way of this corporation or of any creditor or stockholder thereof, or on the
application of

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any receiver or receivers appointed for this corporation under the provisions of
section 291 of Title 8 of the Delaware Code, or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation
under the provisions of section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to an), compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

TENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.
The by-laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book, or document of this corporation, except as conferred by the law or the
by-laws, or by resolution of the stockholders.

ELEVENTH. No director shall be personally liable to the corporation or
to its stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as the same
exists or may hereafter be amended. Any repeal or modification of the provisions
of this Article shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modifications.

TWELFTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 3rd
day of December, 1934.

L. H. HERMAN (L.S.)
D. 0. NEWMAN (L.S.)
WALTER LENZ (L.S.)
In the presence of:
HAROLD E. GRANTLAND

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STATE OF DELAWARE )
) ss.:
COUNTY OF NEW CASTLE)

BE IT REMEMBERED that on this 3rd day of December, 1934, personally
came before me, a Notary Public of the State of Delaware, L. H. Herman, D. O.
Newman and Walter Lenz, all the parties to the foregoing Certificate of
Incorporation, known to me personally to be such and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts therein stated are truly set forth.


GIVEN under my hand and seal of office the day and year aforesaid.

HAROLD E. GRANTLAND

Notary Public

(Notarial Seal)


HAROLD E. GRANTLAND

Notary Public
Appointed Jan. 11, 1933
State of Delaware
Term Two Years