Imperial Home Decor Group Inc Watch

from 10-K405 1 page Articles of Incorporation or Bylaws

from S-4/A ~10 pages Marketing Service, Inc. By-Laws

from S-4/A ~5 pages Wdp Investments, Inc. By-Laws

from S-4/A ~5 pages Vernon Plastics, Inc. By-Laws

from S-4/A ~10 pages Memorandum and Articles of Association Of

from S-4/A 1 page The Imperial Decor Group (US) LLC <page> Certificate of Formation of the Imperial Home Decor Group (US) LLC This Certificate of Formation of the Imperial Home Decor Group (US) LLC (The "Company") Has Been Duly Executed and Is Being Filed by or on Behalf of Authorized Persons to Form a Limited Liability Company Under the Delaware Limited Liability Company Act, as Amended From Time to Time (The "Act"). 1. Name. the Name of the Limited Liability Company Formed Hereby Is the Imperial Home Decor Group (US) LLC. 2. Registered Office. the Addressed of the Registered Office of the Company in the State of Delaware Is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 3. Registered Agent. the Name and Address of the Registered Agent for Service of Process on the Company in the State of Delaware Is the Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation This 27th Day of February, 1998. By: /S/ Hilda Blair Gilfillan Hilda Blair Gilfillan Authorized Person

from S-4/A 1 page Marketing Service, Inc. <page> Certificate of Incorporation of Marketing Service, Inc. First: The Name of the Corporation Is: Marketing Service, Inc. Second: The Address of the Corporation's Registered Office in the State of Delaware Is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent. the Name of Its Registered Agent at Such Address Is the Prentice-Hall Corporation System, Inc. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the General Corporation Law of Delaware. Fourth: The Total Number of Shares Which the Corporation Shall Have Authority to Issue Is One Thousand (1,000) Shares of Common Stock, Without Par Value. Fifth: The Name and Mailing Address of the Incorporator Is Bradley D. Murchison, Post Office Box 32665, Charlotte, North Carolina 28232. Sixth: The Powers of the Incorporator Are to Terminate Upon Filing of the Certificate of Incorporation and the Name and Mailing Address of the Person Who Shall Serve as Director of the Corporation Until His Successor Is Elected and Qualified Is as Follows: Ronald T. Lindsay, 701 McCullough Drive, Charlotte, North Carolina 28213. Seventh: The Board of Directors of the Corporation Is Expressly Authorized to Make, Alter or Repeal Bylaws of the Corporation, but the Stockholders May Make Additional Bylaws and May Alter or Repeal Any Bylaw Whether Adopted by Them or Otherwise. Election of Directors Need Not Be by Ballot. I, the Undersigned, for the Purpose of Forming a Corporation Under the Laws of the State of Delaware, Do Make, File and Record This Certificate, and Do Certify That the Facts Herein Stated Are True, and I Have Accordingly Hereunto Set My Hand This 17th Day of January 1990. /S/ Bradley D. Murchison Bradley D. Murchison

from S-4/A 1 page Incoporation of Borden Decorative Products Investments, Inc. <page> Certificate of Amendment of Certificate of Incorporation of Borden Decorative Products Investments, Inc. Borden Decorative Products Investments, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation"), Does Hereby Certify: First: The Corporation Has Not Received Any Payment for Any of Its Stock. Second: The Amendment to the Corporation's Certificate of Incorporation Set Forth in the Following Resolutions Approved by the Corporation's Sole Incorporator Was Duly Adopted in Accordance With the Provisions of Section 241 of the General Corporation Law of State of Delaware: "Resolved, That the Certificate of Incorporation of the Corporation Be Amended by Amending Article First to Read: "First: The Name of the Corporation Is Wdp Investments, Inc." in Witness Whereof, Borden Decorative Products Investments, Inc. Has Caused This Certificate to Be Signed and Attested by Its Sole Incorporator This 23rd Day of January, 1996. Borden Decorative Products Investments, Inc. /S/ Patricia A. Heslep Patricia A. Heslep, Sole Incorporator

from S-4/A 1 page Borden Decorative Products Investments, Inc. <page> Certificate of Incorporation of Borden Decorative Products Investments, Inc. the Undersigned, in Order to Form a Corporation for the Purpose Hereinafter Stated, Under and Pursuant to the Provisions of the Delaware General Corporation Law, Hereby Certifies That: First: The Name of the Corporation Is Borden Decorative Products Investments, Inc. Second: The Registered Office and Registered Agent of the Corporation Is the Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19904. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporation May Be Organized Under the General Corporation Law of Delaware. Fourth: The Total Number of Shares of Stock That the Corporation Is Authorized to Issue Is 100 Shares of Common Stock, Par Value $0.01 Per Share. Fifth: The Name and Address of the Incorporator Is Patricia A. Heslep, 180 East Broad Street, Columbus, Ohio 43215. Sixth: The Board of Directors of the Corporation, Acting by Majority Vote, May Alter, Amend or Repeal the By-Laws of the Corporation. Seventh: Except as Otherwise Provided by the Delaware General Corporation Law as the Same Exists or May Hereafter Be Amended, No Director of the Corporation Shall Be Personally Liable to the Corporation or Its Stockholders for Monetary Damages for Breach of Fiduciary Duty as a Director. Any Repeal or Modification of This Article Seventh by the Stockholders of the Corporation Shall Not Adversely Affect Any Right or Protection of a Director of the Corporation Existing at the Time of Such Repeal or Modification. in Witness Whereof, the Undersigned Has Signed This Certificate of Incorporation on November 3, 1995. /S/ Patricia A. Heslep Patricia A. Heslep Sole Incorporator

from S-4/A 1 page Vernon Plastics, Inc. <page> Certificate of Incorporation of Vernon Plastics, Inc. the Undersigned, in Order to Form a Corporation for the Purpose Hereinafter Stated, Under and Pursuant to the Provisions of the Delaware General Corporation Law, Hereby Certifies That: First: The Name of the Corporation Is Vernon Plastics, Inc. Second: The Registered Office and Registered Agent of the Corporation Is the Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Delaware General Corporation Law. Fourth: The Total Number of Shares of Stock That the Corporation Is Authorized to Issue Is 100 Shares of Common Stock, Par Value $.01 Per Share. Fifth: The Name and Address of the Incorporator Is Mikaal Shoaib, 425 Lexington Avenue, New York, New York 10017. Sixth: The Board of Directors of the Corporation, Acting by Majority Vote, May Alter, Amend or Repeal the By-Laws of the Corporation. Seventh: Except as Otherwise Provided by the Delaware General Corporation Law as the Same Exists or May Hereafter Be Amended, No Director of the Corporation Shall Be Personally Liable to the Corporation or Its Stockholders for Monetary Damages for Breach of Fiduciary Duty as a Director. Any Repeal or Modification of This Article Seventh by the Stockholders of the Corporation Shall Not Adversely Affect Any Right or Protection of a Director of the Corporation Existing at the Time of Such Repeal or Modification. in Witness Whereof, the Undersigned Has This Certificate of Incorporation on February 26, 1998. /S/ Mikaal Shoaib Mikaal Shoaib Sole Incorporator

from S-4 ~5 pages Articles of Incorporation or Bylaws

from S-4 1 page Certificate of Amendment of Incorporation

from S-4 ~10 pages Certificate of Designations

from S-4 ~10 pages Certificate of Designations

from S-4 1 page Certificate of Incorporation

from S-4 1 page Certificate of Incorporation