Exhibit 3(i)
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF INCORPORATION
OF
SCHERING-PLOUGH CORPORATION
Pursuant to N.J.S. 14A:1-6(5)
Dated: July 27, 2004
The undersigned corporation certifies as follows:
1. The name of the corporation is Schering-Plough Corporation.
2. Section (e) of Article Ninth of the corporation's certificate of
incorporation, which was added by a certificate of amendment filed with the
Secretary of State on or about April 24, 1985 (the "1985 Amendment"), reads as
follows:
"(e) Amendment, Repeal, etc. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of
all of the shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be
required to alter, amend, adopt any provision inconsistent with or
repeal this Article Ninth entitled "Board of Directors", or to alter,
amend, adopt any provision inconsistent with or repeal Sections 1
("Number, Election and Terms"), 2 ("Removal") or 3 ("Newly Created
Directorships and Vacancies") of Article V ("Directors"), Article VI
("Nominations of Director Candidates") or Article X ("Amendment,
Repeal, etc.") of the By-laws of the Corporation."
3. The foregoing is an inaccurate record of the corporate action
authorized and intended by the corporation in connection with adopting the 1985
Amendment.
4. The text of Section (e) Article Ninth of the certificate of
incorporation is corrected to read as follows:
"(e) Amendment, Repeal, etc. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of
all of the shares of the Corporation entitled to vote generally in the
election of
directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal this
Article Ninth entitled "Board of Directors", or to alter, amend, adopt
any provision inconsistent with or repeal Sections 1 ("Number, Election
and Terms"), 2 ("Removal") or 3 ("Newly Created Directorships and
Vacancies") of Article V ("Directors"), Article VI ("Nominations of
Director Candidates") or Article IX ("Amendment, Repeal, etc.") of the
By-laws of the Corporation."
5. Article Third of the corporation's certificate of incorporation,
which was amended by a certificate of amendment filed with the Secretary of
State on or about October 1, 1998 (the "1998 Amendment"), reads as follows:
"Third: The aggregate number of shares which the Corporation shall have
authority to issue shall be two billion four hundred fifty million
(2,450,000,000) shares to consist of:
(a) Two billion four hundred million (2,400,000,000) Common
Shares of the par value of Fifty Cents ($0.50) per share, and
(b) Fifty million (50,000,000) Preferred Shares of the par
value of One Dollar ($1.00) per share issuable in series to
consist of:
(i) One million, five hundred thousand (1,500,000)
Preferred Shares designated "Series A Junior
Participating Preferred Stock," and
(ii) Forty-eight million, five hundred thousand
(48,500,000) Preferred Shares whose designations have
not yet been determined."
6. The foregoing is an inaccurate record of the corporate action
authorized and intended by the corporation in connection with adopting the 1998
Amendment.
7. The text of Article Third of the certificate of incorporation is
corrected to read as follows:
"Third: The aggregate number of shares which the Corporation shall have
authority to issue shall be two billion four hundred fifty million
(2,450,000,000) shares to consist of:
(a) Two billion four hundred million (2,400,000,000) Common
Shares of the par value of Fifty Cents ($0.50) per share, and
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(b) Fifty million (50,000,000) Preferred Shares of the par
value of One Dollar ($1.00) per share issuable in series to
consist of:
(i) Twelve million (12,000,000) Preferred Shares
designated "Series A Junior Participating Preferred
Stock," and
(ii) Thirty-eight million (38,000,000) Preferred
Shares whose designations have not yet been
determined."
IN WITNESS WHEREOF, the undersigned corporation has caused this
certificate to be executed on its behalf by its duly authorized officer as of
the date first above written.
SCHERING-PLOUGH CORPORATION
By:_Susan Ellen Wolf
Title: Secretary, Associate General
Counsel and Staff Vice President
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