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|CANADIAN FLAG GRAPHIC     Industry
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|Restated Certificateof
Incorporation
 
Canada Business
Corporation Act |  | Certificatde constitution
à jour Loi canadienne surles sociétés
par actions



Norbord Inc.

357286-2Name of
corporation-Dénomination de la société
 
 
 
I hereby certify that the articles of incorporation of the
above-named corporation were restated under section 180 of the
Canada Business Corporations Act as set out in the attached
restated articles of incorporation.

Corporation
number-Numéro de la société
 
 
 
Je certifie que les statuts constitutifs de la société
susmentionée ont été mis à jour en vertu de
larticle 180 de la Loi canadienne sur les sociétés par
actiones, tel qu'il est indiqué dans les statuts mis à
jour ci-joints.(-s- ILLEGIBLE)

June 30, 2004/le 30 juin 2004Director - Directeur

Effective Date of Restatement -
Date dentrée en vigueur de la mise à jour


CANADA GRAPHIC



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(CANADIAN FLAG GRAPHIC)
    
    Industry Canada
    
    Industrie Canada
    
    FORM 7
    
    FORMULAIRE 7RESTATED ARTICLES OF
    
    STATUTS CONSTITUTIFSCanada Business
    
    Loi canadienne sur les
    
    INCORPORATION
    
    MIS À J OURCorporations Act
    
    sociétés par actions
    
    (SECTION 180)
    
    (ARTICLE 180) 1--
    
    Name of
the Corporation - Dénomination sociale de la société
    
    


Corporation
No. - N° de la sociétéNorbord Inc.
    
    
    357286-22--
    
    The
province or territory in Canada where the registered office is
situated
    
La
province où le territoire au Canada où est situé le siége
socialOntario3--
    
    The
classes and any maximum number of shares that the corporation is
authorized to issue
    
Catégories
et tout nombre maximal dactions que la société est
autorisée à émettreThe annexed Schedule 1 is incorporated in
this form.4--
    

Restrictions,
if any, on share transfers
    
Restrictions
sur le transfert des actions, sil y a lieuNone.5--
    

Number (or
minimum and maximum number) of directors
    
Nombre
(où nombre minimal et maximal) dadministrateursMinimum: 8; Maximum: 206--
    

Restrictions,
if any, on business the corporation may carry on
    
Limites
imposées à lactivité commerciale de la
société, sil y a lieuThere are no restrictions.7--
    

Other
provisions, if any
    
Autres
dispositions, sil y a lieuThe number of directors
within the minimum and maximum number set out in paragraph 5 may be
determined from time to time by resolution of the board of directors.
Any vacancy among the directors resulting from an increase in the
number of directors so determined may be filled by resolution of the
directors.These
restated articles of incorporation correctly set out, without
substantive change, the corresponding provisions of the articles of
incorporation as amended and supersede the original articles of
incorporation.
    
Cette
mise á jour des statuts constitutifs démontre exactement,
sans changement substantiel, les dispositions correspondantes des
statuts constitutifs modifiés qui remplacent les statuts
constitutifs orginaux. Signature
    Printed Name - Nom en
lettres moulées
    8-- Capacity of - En
qualité de
    9 -- Tel. No. - N° de
tèl-s- John Tremayne
    John
Tremayne

Executive
Vice-Presidentand Chief Financial Officer
    416-643-8850FOR
DEPARTMENTAL USE ONLY - À LUSAGE DU MINISTÈRE SEULEMENTJun/Juin 29, 2004




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SCHEDULE 1 The Corporation is authorized to issue an unlimited number of Class A Preferred
Shares (including 20,000,0000 Class A Preferred Shares Series 1), an unlimited
number of Class B Preferred Shares, an unlimited number of Non-Voting
Participating Shares and an unlimited number of Common Shares.  (1)
    
    The rights, privileges, restrictions and conditions attaching to the
Class A Preferred Shares are as follows:  (a)
    
    Series:The Class A Preferred Shares may at any time or from
to time be issued in one or more series. Subject to the following
provisions, the board of directors of the Corporation (the board)
may by resolution fix from time to time before the issue thereof the
number of shares in, and determine the designation, rights,
privileges, restrictions and conditions attaching to the shares of,
each series of Class A Preferred Shares.(b)
    
    Idem:The Class A Preferred Shares shall be entitled to
priority over the Class B Preferred Shares, the Non-Voting
Participating Shares and the Common Shares and all other shares
ranking junior to the Class A Preferred Shares with respect to the
payment of dividends and the distribution of assets of the
Corporation in the event of any liquidation, dissolution or winding
up of the Corporation or other distribution of assets of the
Corporation among its shareholders for the purpose of winding up its
affairs.(c)
    
    Voting Rights:Except as may otherwise be provided in the
rights, privileges, restrictions and conditions attaching to any
series of Class A Preferred Shares, the holders of the Class A
Preferred Shares shall not be entitled to receive notice of or to
attend any meeting of the shareholders of the Corporation and shall
not be entitled to vote at any such meeting.  (2)
    
    The first series of Class A Preferred Shares shall consist of 20,000,000 shares designated Floating/Adjustable Rate Cumulative Redeemable Class A
Preferred Shares Series 1 (Class A Preferred Shares Series 1) and, in
addition to the rights, privileges, restrictions and conditions attaching
to the Class A Preferred Shares as a class, shall have attached thereto
the following rights, privileges, restrictions and conditions:  (a)
    
    Cumulative Dividends:  (i)
    
    For the purposes of these provisions:Adjustment Factor for any calendar quarter means the
percentage per annum, positive or negative, based on the
Calculated Trading Price of the Class A Preferred Shares
Series 1 for the last 30 days of the preceding calendar
quarter, determined in accordance with the following:




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-2- If such Calculated Trading Price is
    
    the Adjustment Factor shall beGreater than $25.500
    
    
    -0.40
    %Greater than $25.2500
but less than 525.5001
    
    
    -0.20
    %Greater than $24.7499
but less than $25.2501
    
    
    
    
    
    NilGreater than $24.4999
but less than $24.7500
    
    
    +0.20
    %Less than $24.5000
    
    
    +0.40
    %
  provided that, if the Class A Preferred Shares Series 1 do
not trade on the Exchange during the last 30 days of any
calendar quarter, the Adjustment factor for the following
calendar quarter, shall be nil;Adjustment Rate for any calendar quarter means the
percentage per annum which is the sum of the Adjustment
Factor for such calendar quarter and the Adjustment Rate
for the immediately preceding calendar quarter, provided
that, for greater certainty, the Adjustment Rate for the
calendar quarter immediately succeeding the calendar
quarter during which the Class A Preferred Shares Series 1
are listed for trading on the Exchange shall be the
Adjustment Factor for such succeeding calendar quarter;Annual Dividend Rate for any calendar quarter means the
rate per annum (rounded to the nearest 1/1000 of 1%)
determined by adding 72% of Prime for such calendar quarter
to the Adjustment Rate for such calendar quarter, provided
that the Annual Dividend Rate for any calendar quarter
shall in no event be greater than Prime for such calendar
quarter or be less than 50% of Prime for such calendar
quarter;Calculated Trading Price for the last 30 days of any
calendar quarter means:  (A)
    
    the aggregate dollar value of all
trades of Class A Preferred Shares Series 1 on the
Exchange for all Trading Days in such last 30 of such
calendar quarterdivided by(B)
    
    the aggregate of the Daily
Trading Volumes for all Trading Days in such last 30
days of such calendar quarter;




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-3-  Daily Trading Volume for any Trading Day means the
aggregate number of Class A Preferred Shares Series 1
traded in all transactions occurring during such Trading
Day on the Exchange;Exchange means the Toronto Stock Exchange or, if the
board has determined that such exchange is not the
principal trading market for the Class A Preferred Shares
Series 1, then such other stock exchange in Canada that the
board shall determine to be the principal trading market
for the Class A Preferred Shares Series 1 and, should no
alternative exchange be available, then such other trading
market as the board shall determine to be the principal
trading market for the Class A Preferred Shares Series 1;Initial Dividend Period means the period from and
including the date of issue of the Class A Preferred Shares
Series 1 to and including the last day of the calendar
quarter during which the Class A Preferred Shares Series 1
are listed for trading on the Exchange;Prime for a calendar quarter means the average (rounded
to the nearest 1/1000 of 1%) of the Prime Rates in effect
on each day of such calendar quarter, provided that, if
such average cannot be determined for any calendar quarter,
then Prime for such calendar quarter shall be Prime for the
immediately preceding calendar quarter that was
determinable;Prime Rate means the rate of interest per annum
established from time to time by such Canadian chartered
bank as may from time to time be determined by the board as
the reference rate of interest for the determination of
interest rates that such bank will charge to customers of
varying degrees of credit worthiness in Canada for Canadian
dollar loans in Toronto, Ontario, provided that, if such
bank does not have a Prime Rate in effect on any day in a
calendar quarter, the Prime Rate for the day will be 1.25%
per annum plus the average during such calendar quarter of
the average yields at weekly tender on 91 day Government of
Canada Treasury Bills as reported by the Bank of Canada;
andTrading Day means, if the Exchange is a stock exchange, a
day on which the stock exchange is open for trading and, in
any other case, a business day.(ii)
    
    The holders of the Class A Preferred Shares
Series 1 shall be entitled to receive and the Corporation
shall pay thereon, as and when declared by the board out of
the assets of the Corporation properly applicable to the
payment of dividends, preferential cumulative cash dividends
as hereinafter provided. Such dividends




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-4-  shall accrue on a day-to-day basis from and including the
date fixed by the board, or if no date is fixed then from
and including the date of issue, and shall be determined
for each calendar quarter and be payable on the 15th days
of January, April, July and October in each year to holders
of record as at the last day of the preceding month.(iii)
    
    Dividends payable with respect to the Initial
Dividend Period shall be payable per share at a rate per
annum equal to 72% of Prime for the applicable calendar
quarter on the aggregate of $25 plus all unpaid dividends
which shall have accrued thereon and in respect of which a
dividend payment date has passed without such dividends being
paid.(iv)
    
    Dividends payable with respect to a calendar
quarter occurring after the expiration of the Initial
Dividend Period shall be payable in an amount per share equal
to the quotient obtained (rounded to the nearest $0.001) by
dividing (A) the product obtained by multiplying the Annual
Dividend Rate in effect for such calendar quarter by the
aggregate of $25 plus all unpaid dividends which shall have
accrued thereon and in respect of which a dividend payment
date has passed without such dividends being paid, by (B) 4.(v)
    
    Payments in respect of such dividends shall be
made by electronic transfers or by cheques of the Corporation
payable at par at any branch of the Corporations bankers in
Canada. Any such payment represented by a cheque which has
not been presented to the Corporations bankers for payment
or that otherwise remains unclaimed for a period of 6 years
from the date on which it was declared to be payable shall be
forfeited to the Corporation and the liability of the
Corporation with respect thereto shall be extinguished for
all purposes.(vi)
    
    If on any dividend payment date the dividend
payable on such date is not paid in full on all the Class A
Preferred Shares Series 1 then issued and outstanding, such
dividend, or the unpaid part thereof, shall be paid on a
subsequent date or dates determined by the board on which the
Corporation shall have sufficient money properly applicable
to the payment of the same. The holders of Class A Preferred
Shares Series 1 shall not be entitled to any dividends other
than or in excess of the cash dividends hereinbefore provided
for.  (b)
    
    Participation upon Liquidation, Dissolution or Winding up: In
the event of the liquidation, dissolution or winding up of the
corporation or other distribution of assets of the Corporation among
its shareholders for




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-5-  the purpose of winding up its affairs, the holders of the Class A
Preferred Shares Series 1 shall be entitled to receive from the
assets of the Corporation a sum per share equal to the aggregate
of $25 plus all unpaid dividends which shall have accrued thereon
at the rate hereinbefore provided for to but excluding a date 21
days before the date specified for distribution (and, if such
dividends have accrued during a period other than a calendar
quarter, calculated with respect to such period rather than a
calendar quarter) and thereafter from and including such
twenty-first day before the date specified for distribution to but
excluding the date of distribution at the Prime Rate in effect as
at the close of business on such twenty-first day, before any
amount shall be paid or any assets of the Corporation distributed
to the holders of any Class B Preferred Shares, Non-Voting
Participating Shares or Common Shares or shares of any other class
ranking junior to the Class A Preferred Shares Series 1. After
payment to the holders of the Class A Preferred Shares Series 1 of
the amount so payable to them as above provided they shall not be
entitled to share in any further distribution of the assets of the
Corporation.(c)
    
    Redemption by Corporation: The Corporation may, upon giving
notice as hereinafter provided, redeem at any time the whole or from
time to time any part of the then outstanding Class A Preferred
Shares Series 1 on payment of $25 for each share to be redeemed plus
all unpaid dividends which shall have accrued thereon at the rate
hereinbefore provided for to but excluding a date 21 days before the
date specified for redemption (and, if such dividends have accrued
during a period other than a calendar quarter, calculated with
respect to such period rather than a calendar quarter) and
thereafter from and including such twenty-first day before the date
specified for redemption to but excluding the date of redemption at
the Prime Rate in effect as at the close of business on such
twenty-first day, the whole constituting and being herein referred
to as the Redemption Amount.(d)
    
    Idem: In the case of redemption of Class A Preferred Shares
Series 1 under the provisions hereof, the Corporation shall at least
21 days before the date specified for redemption mail to each person
who at the date of mailing is a registered holder of Class A
Preferred Shares Series 1 to be redeemed a notice in writing of the
intention of the Corporation to redeem such Class A Preferred Shares
Series 1. Such notice shall be mailed by letter, postage prepaid,
addressed to each such holder at his address as it appears on the
records of the Corporation or in the event of the address of any
such holder not so appearing then to the last known address of such
holder, provided, however, that accidental failure to give any such
notice to one or more of such holders shall not affect the validity
of such redemption. Such notice shall set out the Redemption Amount
or the method pursuant to which the Redemption Amount will be
calculated and the date on which redemption is to take place and if
part only of the shares




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-6-  held by the person to whom it is addressed is to be redeemed the
number thereof so to be redeemed.On or after the date so specified for redemption, the Corporation
shall pay or cause to be paid to or to the order of the holders of
the Class A Preferred Shares Series 1 to be redeemed the
Redemption Amount thereof on presentation and surrender at the
registered office of the Corporation or any other place designated
in such notice of the certificates representing the Class A
Preferred Shares Series 1 called for redemption. Such payments
shall be made by electronic transfers or by cheques payable at par
at any branch of the Corporations bankers in Canada. Any such
payment represented by a cheque which has not been presented to
the Corporations bankers for payment or that otherwise remains
unclaimed for a period of 6 years from the date on which it was
declared to be payable shall be forfeited to the Corporation and
the liability of the Corporation with respect thereto shall be
extinguished for all purposes. If a part only of the shares
represented by any certificate be redeemed a new certificate for
the balance shall be issued at the expense of the Corporation.
From and after the date specified for redemption in any such
notice the holders of the Class A Preferred Shares Series 1 called
for redemption shall cease to be entitled to dividends and shall
not be entitled to exercise any of the rights of holders of Class
A Preferred Shares Series 1 in respect thereof unless payment of
the Redemption Amount is not made upon presentation of
certificates in accordance with the foregoing provisions, in which
case the rights of the holders of the said Class A Preferred
Shares Series 1 shall remain unaffected. The Corporation shall
have the right at any time after the mailing of notice of its
intention to redeem any Class A Preferred Shares Series 1 to
deposit the Redemption Amount of the shares so called for
redemption or of such of the said shares represented by
certificates as have not at the date of such deposit been
surrendered by the holders thereof in connection with such
redemption to a special account in any chartered bank or in any
trust company in Canada, named in such notice, to be paid without
interest to or to the order of the respective holders of such
Class A Preferred Shares Series 1 called for redemption upon
presentation and surrender to such bank or trust company of the
certificates representing the same, and upon such deposit being
made or upon the date specified for redemption in such notice,
whichever is the later, the Class A Preferred Shares Series 1 in
respect whereof such deposit shall have been made shall be
redeemed and the rights of the holders thereof after such deposit
or such redemption date, as the case may be, shall be limited,
subject as hereinafter provided, to receiving without interest
their proportionate part of the total Redemption Amount so
deposited against presentation and surrender of the said
certificates held by them respectively and any interest allowed on
such deposit shall belong to the Corporation. All amounts so
deposited shall be forfeited to the Corporation after 6 years from
the date specified for redemption and the right of the holder of
any certificate not presented and surrendered by such




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-7-  time to any payment with respect thereto shall be extinguished for
all purposes.(e)
    
    Voting Rights: The holders of Class A Preferred Shares Series
1 shall not be entitled to receive notice of or to attend any
meeting of the shareholders of the Corporation or to vote at any
such meeting unless and until the Corporation from time to time
shall fail to pay 8 quarterly dividends on the Class A Preferred
Shares Series 1 whether or not consecutive and whether or not such
dividends have been declared and whether or not there is any money
of the Corporation properly applicable to the payment of dividends.
Thereafter, but only so long as any dividends on any Class A
Preferred Shares Series 1 remain in arrears, the holders of the
Class A Preferred Shares Series 1 shall be entitled to receive
notice of and to attend all meetings of the shareholders of the
Corporation and to 1 vote in respect of each Class A Preferred
Shares Series 1 held at all such meetings.  (3)
    
    The rights, privileges, restrictions and conditions attaching to the
Class B Preferred Shares are as follows:  (a)
    
    Series:The Class B Preferred Shares may at any time or from
time to time be issued in one or more series. Subject to the
following provisions, the board may by resolution fix from time to
time before the issue thereof the number of shares in, and determine
the designation, rights, privileges, restrictions and conditions
attaching to the shares of, each series of Class B Preferred Shares.(b)
    
    Idem:The Class B Preferred Shares shall be entitled to
priority over the Non-Voting Participating Shares and the Common
Shares and all other shares ranking junior to the Class B Preferred
Shares with respect to the payment of dividends and the distribution
of assets of the Corporation in the event of any liquidation,
dissolution or winding up of the Corporation or other distribution
of assets of the Corporation among its shareholders for the purpose
of winding up its affairs.(c)
    
    Voting Rights:Except as may otherwise be provided in the
rights, privileges, restrictions and conditions attaching to any
series of Class B Preferred Shares, the holders of the Class B
Preferred Shares shall not be entitled to receive notice of or to
attend any meeting of the shareholders of the Corporation and shall
not be entitled to vote at any such meeting.  (4)
    
    The rights, privileges, restrictions and conditions attaching to the
Non-Voting Participating Shares are as follows:  (a)
    
    Series:The Non-Voting Participating Shares may at any time
or from time to time be issued in one or more series. Subject to
the following provisions, the board may by resolution fix from time
to time before the




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-8-  issue thereof the number of shares in, and determine the
designation, rights, privileges, restrictions and conditions
attaching to the shares of, each series of Non-Voting
Participating Shares.(b)
    
    Payment of Dividends:In addition to any rights to
preferential dividends as may be provided for in the rights,
privileges, restrictions and conditions attaching to any series of
Non-Voting Participating Shares, the holders of the Non-Voting
Participating Shares shall be entitled to receive dividends if, as
and when declared by the board out of the assets of the Corporation
properly applicable to the payment of dividends in such amounts and
payable in such manner as the board may from time to time determine.
However, the Non-Voting Participating Shares and the Common Shares
shall, subject to any rights to preferential dividends hereinbefore
referred to, participate equally as to dividends and, subject to any
such rights, all dividends which the board may at any time determine
to declare and pay on the Non-Voting Participating Shares and the
Common Shares shall be declared and paid in equal or equivalent
amounts per share on all of the Non-Voting Participating Shares and
Common Shares at the time outstanding without preference or
distinction.(c)
    
    Participation upon Liquidation, Dissolution or Winding Up:
In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of assets of the Corporation among
its shareholders for the purpose of winding up its affairs, the
holders of the Non-Voting Participating Shares shall, in addition to
any rights to priority in the distribution of assets of the
Corporation as may be provided for in the rights, privileges,
restrictions and conditions attaching to any series of Non-Voting
Participating Shares but subject to the rights of the holders of any
other class of shares of the Corporation entitled to receive the
assets of the Corporation upon such a distribution in priority to or
rateably with the holders of the Non-Voting Participating Shares, be
entitled to participate rateably with the holders of the Common
Shares in any distribution of the assets of the Corporation.(d)
    
    Voting Rights:The holders of the Non-Voting Participating
Shares shall not be entitled to receive notice of or to attend any
meeting of the shareholders of the Corporation and shall not be
entitled to vote at any such meeting.(e)
    
    Subdivision, Consolidation, Reclassification or Other Change:
None of the Non-Voting Participating Shares or Common Shares shall
be subdivided, consolidated or otherwise changed unless
contemporaneously therewith the other said class of shares is
subdivided, consolidated or otherwise changed in the same proportion
and in the same manner.  (5)
    
    The rights, privileges, restrictions and conditions attaching to the
Common Shares are as follows:




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-9-  (a)
    
    Payment of Dividends:The holders of the Common Shares shall
be entitled to receive dividends if, as and when declared by the
board out of the assets of the Corporation properly applicable to
the payment of dividends in such amounts and payable in such manner
as the board may from time to time determine. Subject to the rights
of the holders of any other class of shares of the Corporation
entitled to receive dividends in priority to or rateably with the
holders of the Common Shares, the board may in its sole discretion
declare dividends on the Common Shares to the exclusion of any other
class of shares of the Corporation.(b)
    
    Participation upon Liquidation, Dissolution or Winding Up:
In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of assets of the Corporation among
its shareholders for the purpose of winding up its affairs, the
holders of the Common Shares shall, subject to the rights of the
holders of any other class of shares of the Corporation entitled to
receive the assets of the Corporation upon such a distribution in
priority to or rateably with the holders of the Common Shares, be
entitled to participate rateably in any distribution of the assets
of the Corporation.(c)
    
    Voting Rights:The holders of the Common Shares shall be
entitled to receive notice of and to attend all meetings of the
shareholders of the Corporation and to 1 vote in respect of each
Common Share held at all such meetings.