AMENDMENTS TO THE
AMENDED AND RESTATED BY-LAWS
OF
AMERICAN ITALIAN PASTA COMPANY
The Amended and Restated By-laws of American Italian Pasta Company are
amended as follows:
1. Article VII is amended in its entirety to read as follows:
1. Stock. The shares of the Corporation shall be represented by
certificates or shall be uncertificated. Each registered holder of shares, upon
request to the Corporation, shall be provided with a certificate of stock
representing the number of shares owned by such holder. The certificates of
stock of the Corporation shall be in the form or forms from time to time
approved by the Board of Directors. Such certificates shall be numbered and
registered, shall exhibit the holder's name and the number of shares, and shall
be signed in the name of the Corporation by the following officers of the
Corporation: the President or a Vice President; and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary. Any or all of
the signatures may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the date of issue.
2. Lost Certificates. The Board of Directors or any officer of the
Corporation to whom the Board of Directors has delegated authority may authorize
any transfer agent of the Corporation to issue, and any registrar of the
Corporation to register, at any time and from time to time unless otherwise
directed, a new certificate or certificates of stock in the place of a
certificate or certificates theretofore issued by the Corporation, alleged to
have been lost or destroyed, upon receipt by the transfer agent of evidence of
such loss or destruction, which may be the affidavit of the applicant; a bond
indemnifying the Corporation and any transfer agent and registrar of the class
of stock involved against claims that may be made against it or them on account
of the lost or destroyed certificate or the issuance of a new certificate, of
such kind and in such amount as the Board of Directors shall have authorized the
transfer agent to accept generally or as the Board of Directors or an authorized
officer shall approve in particular cases; and any other documents or
instruments that the Board of Directors or an authorized officer may require
from time to time to protect adequately the interest of the Corporation. A new
certificate may be issued without requiring any bond when, in the judgment of
the directors, it is proper to do so.
3. Transfers of Stock. Transfers of stock shall be made upon the books of
the Corporation: (1) upon presentation of the certificates by the registered
holder in person or by duly authorized attorney, or upon presentation of proper
evidence of succession, assignment or authority to transfer the stock, and upon
surrender of the appropriate certificate(s), or (2) in the
case of uncertificated shares, upon receipt of proper transfer instructions from
the registered owner of such uncertificated shares, or from a duly authorized
attorney or from an individual presenting proper evidence of succession,
assignment or authority to transfer the stock.
4. Holder of Record. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.
