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Published: 2008-03-26

Certificate of Incorporation - Avon Products Inc.




                            CERTIFICATE OF AMENDMENT

                                       of

                        THE CERTIFICATE OF INCORPORATION

                                       of

                               AVON PRODUCTS, INC.

                            (Under Section 805 of the
                            Business Corporation Law)




           Pursuant to the provisions of Sections 502 and 805 of the Business
Corporation Law, the undersigned hereby certify:

           1. The name of the corporation is AVON PRODUCTS, INC. (the
'Corporation') and the name under which the Corporation was formed is California
Perfume Company, Inc.

           2. The Certificate of Incorporation of the Corporation was filed by
the Department of State of the State of New York on January 27, 1916.

           3. The Certificate of Incorporation of the Corporation is hereby
amended by the addition of the following provision stating the number,
designations, relative rights, preferences and limitations of a series of Series
B Participating Preferred Stock, par value $1.00 per share, as fixed by the
Board of Directors of the Corporation pursuant to the authority vested in it by
the Certificate of Incorporation of the Corporation.

           ARTICLE IIIB. Series B Junior Participating Preferred Stock:

           Section 1. Designation and Amount. The shares of such series shall be
designated as 'Series B Junior Participating Preferred Stock' (the 'Series B
Preferred Stock') and the number of shares constituting the Series B Preferred
Stock shall be 2,000,000. Such 


number of shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of shares of
Series B Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series B
Preferred Stock.

           Section 2. Dividends and Distributions.

           (A) Subject to the rights of the holders of any shares of any series
      of Preferred Stock (or any similar stock) ranking prior and superior to
      the Series B Preferred Stock with respect to dividends, the holders of
      shares of Series B Preferred Stock, in preference to the holders of Common
      Stock, par value $0.25 per share (the 'Common Stock'), of the Corporation,
      and of any other junior stock, shall be entitled to receive, when, as and
      if declared by the Board of Directors out of funds legally available for
      the purpose, quarterly dividends payable in cash on the first day of
      March, June, September and December in each year (each such date being
      referred to herein as a 'Quarterly Dividend Payment Date'), commencing on
      the first Quarterly Dividend Payment Date after the first issuance of a
      share or fraction of a share of Series B Preferred Stock, in an amount per
      share (rounded to the nearest cent) equal to the greater of (a) $10 or (b)
      subject to the provision for adjustment hereinafter set forth, 100 times
      the aggregate per share amount of all cash dividends, and 100 times the
      aggregate per share amount (payable in kind) of all non-cash dividends or
      other distributions, other than a dividend payable in shares of Common
      Stock or a subdivision of the outstanding shares of Common Stock (by
      reclassification or otherwise), declared on the Common Stock since the
      immediately preceding Quarterly Dividend Payment Date or, with respect to
      the first Quarterly Dividend Payment Date, since the first issuance of any
      share or fraction of a share of Series B Preferred Stock. In the event the
      Corporation shall at any time declare or pay any dividend on the Common
      Stock payable in shares of Common Stock, or effect a subdivision or
      combination or consolidation of the outstanding shares of Common Stock (by
      reclassification or otherwise than by payment of a dividend in shares of
      Common Stock) into a greater or lesser number of shares of Common Stock,
      then in each such case the amount to which holders of shares of Series B
      Preferred Stock were entitled immediately prior to such event under clause
      (b) of the preceding sentence shall be adjusted by multiplying such amount
      by a fraction, the numerator of which is the number of shares of Common
      Stock outstanding immediately after such event and the denominator of
      which is the number of shares of Common Stock that were outstanding
      immediately prior to such event.

           (B) The Corporation shall declare a dividend or distribution on the
      Series B Preferred Stock as provided in paragraph (A) of this Section
      immediately after it declares a dividend or distribution on the Common
      Stock (other than a dividend 


                                      

      payable in shares of Common Stock); provided that, in the event no 
      dividend or distribution shall have been declared on the Common Stock 
      during the period between any Quarterly Dividend Payment Date and the next
      subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on
      the Series B Preferred Stock shall nevertheless be payable on such 
      subsequent Quarterly Dividend Payment Date.

           (C) Dividends shall begin to accrue and be cumulative on outstanding
      shares of Series B Preferred Stock from the Quarterly Dividend Payment
      Date next preceding the date of issue of such shares, unless the date of
      issue of such shares is prior to the record date for the first Quarterly
      Dividend Payment Date, in which case dividends on such shares shall begin
      to accrue from the date of issue of such shares, or unless the date of
      issue is a Quarterly Dividend Payment Date or is a date after the record
      date for the determination of holders of shares of Series B Preferred
      Stock entitled to receive a quarterly dividend and before such Quarterly
      Dividend Payment Date, in either of which events such dividends shall
      begin to accrue and be cumulative from such Quarterly Dividend Payment
      Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
      on the shares of Series B Preferred Stock in an amount less than the total
      amount of such dividends at the time accrued and payable on such shares
      shall be allocated pro rata on a share-by-share basis among all such
      shares at the time outstanding. The Board of Directors may fix a record
      date for the determination of holders of shares of Series B Preferred
      Stock entitled to receive payment of a dividend or distribution declared
      thereon, which record date shall be not more than 60 days prior to the
      date fixed for the payment thereof.

           Section 3. Voting Rights. The holders of shares of Series B Preferred
Stock shall have the following voting rights:

           (A) Subject to the provision for adjustment hereinafter set forth,
      each share of Series B Preferred Stock shall entitle the holder thereof to
      100 votes on all matters submitted to a vote of the stockholders of the
      Corporation. In the event the Corporation shall at any time declare or pay
      any dividend on the Common Stock payable in shares of Common Stock, or
      effect a subdivision or combination or consolidation of the outstanding
      shares of Common Stock (by reclassification or otherwise than by payment
      of a dividend in shares of Common Stock) into a greater or lesser number
      of shares of Common Stock, then in each such case the number of votes per
      share to which holders of shares of Series B Preferred Stock were entitled
      immediately prior to such event shall be adjusted by multiplying such
      number by a fraction, the numerator of which is the number of shares of
      Common Stock outstanding immediately after such event and the denominator
      of which is the number of shares of Common Stock that were outstanding
      immediately prior to such event.


           (B) Except as otherwise provided herein, in any other Certificate of
      Amendment creating a series of Preferred Stock or any similar stock, or by
      law, the holders of shares of Series B Preferred Stock and the holders of
      shares of Common Stock and any other capital stock of the Corporation
      having general voting rights shall vote together as one class on all
      matters submitted to a vote of stockholders of the Corporation.

           (C) Except as set forth herein, or as otherwise provided by law,
      holders of Series B Preferred Stock shall have no special voting rights
      and their consent shall not be required (except to the extent they are
      entitled to vote with holders of Common Stock as set forth herein) for
      taking any corporate action.

           Section 4. Certain Restrictions.

           (A) Whenever quarterly dividends or other dividends or distributions
      payable on the Series B Preferred Stock as provided in Section 2 are in
      arrears, thereafter and until all accrued and unpaid dividends and
      distributions, whether or not declared, on shares of Series B Preferred
      Stock outstanding shall have been paid in full, the Corporation shall not:

                 (i) declare or pay dividends, or make any other distributions,
           on any shares of stock ranking junior (either as to dividends or upon
           liquidation, dissolution or winding up) to the Series B Preferred
           Stock;

                 (ii) declare or pay dividends, or make any other distributions,
           on any shares of stock ranking on a parity (either as to dividends or
           upon liquidation, dissolution or winding up) with the Series B
           Preferred Stock, except dividends paid ratably on the Series B
           Preferred Stock and all such parity stock on which dividends are
           payable or in arrears in proportion to the total amounts to which the
           holders of all such shares are then entitled;

                 (iii) redeem or purchase or otherwise acquire for consideration
           shares of any stock ranking junior (either as to dividends or upon
           liquidation, dissolution or winding up) to the Series B Preferred
           Stock, provided that the Corporation may at any time redeem, purchase
           or otherwise acquire shares of any such junior stock in exchange for
           shares of any stock of the Corporation ranking junior (either as to
           dividends or upon dissolution, liquidation or winding up) to the
           Series B Preferred Stock; or

                 (iv) redeem or purchase or otherwise acquire for consideration
           any shares of Series B Preferred Stock, or any shares of stock
           ranking on a parity with the Series B Preferred Stock, except in
           accordance with a purchase offer made in writing or by publication
           (as determined by the Board of Directors) to 




           all holders of such shares upon such terms as the Board of Directors,
           after consideration of the respective annual dividend rates and other
           relative rights and preferences of the respective series and classes,
           shall determine in good faith will result in fair and equitable
           treatment among the respective series or classes.

           (B) The Corporation shall not permit any subsidiary of the
      Corporation to purchase or otherwise acquire for consideration any shares
      of stock of the Corporation unless the Corporation could, under paragraph
      (A) of this Section 4, purchase or otherwise acquire such shares at such
      time and in such manner.

           Section 5. Reacquired Shares. Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Amendment creating
a series of Preferred Stock or any similar stock or as otherwise required by
law.

           Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock unless, prior thereto, the holders of shares of Series B
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series B
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, except distributions made ratably on the Series B
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is 



the number of shares of Common Stock that were outstanding immediately prior to
such event.

           Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series B Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

           Section 8. No Redemption. The shares of Series B Preferred Stock
shall not be redeemable.

           Section 9. Rank. The Series B Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

           Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series B Preferred Stock, voting
together as a single class.

           Section 11. Board Approval. This Certificate of Amendment of the
Certificate of the Incorporation of the Corporation was approved by the Board of
Directors on March 5, 1998.








           IN WITNESS WHEREOF, we have executed and subscribed this Certificate
of Amendment, and do affirm the foregoing as true, this 30th day of March, 1998,
under penalties of perjury.



                                    
                                     Name:/s/ James E. Preston
                                     Title: Chairman of the Board
                                                & Chief Executive Officer


                                    Name:  Ward M.  Miller, Jr.
                                     Title:  Senior Vice President,
                                                 General Counsel & Secretary