Exhibit 10.2
CERTIFICATE OF AMENDMENT TO
MIDWEST GRAIN PRODUCTS, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
The undersigned Secretary of Midwest Grain Products, Inc., a Kansas
corporation (the "Company") hereby certifies that the 1998 Annual Meeting of the
Stockholders of the Company was held at the Mount Conference Center, 710 South
9th Street, Atchison, Kansas 66002, at 10:00 a.m. local time on October 8, 1998,
that the meeting was properly called and noticed, that a quorum of Common and
Preferred Stock was present, that the meeting was otherwise convened and held in
accordance with the applicable laws of the State of Kansas and the Company's
Articles of Incorporation and Bylaws, and that at such meeting the following
resolution was duly adopted and approved by the affirmative vote of the holders
of a majority of the shares of Common Stock and a majority of the shares of
Preferred Stock represented at the meeting, thereby approving action taken by
the Board of Directors on September 4, 1998, amending, subject to subsequent
stockholder approval, Section 5(b)(4) of the MIDWEST GRAIN PRODUCTS, INC. 1996
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS to read as follows: "(4)
Each Stock Option shall cease to be exercisable on the date that is ten years
following the date of grant."
RESOLVED that actions of the Board of Directors amending Section
5(b)(4) of the Midwest Grain Products, Inc. 1996 Stock Option Plan for
Outside Directors and the maximum terms of options granted thereunder
are hereby approved.
The undersigned further certifies that the said amendment remains in
full force and effect as of the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 12th day of November, 1998.
s/ Marta L. Myers
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Marta L. Myers, Secretary
Midwest Grain Products, Inc.