Exhibit 2
SMITHFIELD FOODS VIRGINIA, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is Smithfield Foods Virginia, Inc.
ARTICLE II
PURPOSE
The Corporation shall have the power to engage in any lawful business
not required by the Virginia Stock Corporation Act to be stated in the Articles
of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The aggregate number and designation of shares which
the Corporation shall have the authority to issue and the par value per share
are as follows:
Class Number of Shares Par Value
- ----- ---------------- ---------
Preferred 1,000,000 $1.00
Common 25,000,000 $0.50
3.2 Preemptive Rights. No holder of outstanding shares of any class shall have
any preemptive right with respect to (i) any shares of any class of the
Corporation, whether now or hereafter
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authorized, (ii) any warrants, rights or options to purchase any such shares, or
(iii) any obligations convertible into or exchangeable for any such shares or
into warrants, rights or options to purchase any such shares.
3.3 Shareholder Approval.
An amendment to the Articles of Incorporation of the Corporation shall
be approved if a majority of the votes entitled to be cast by each voting group
entitled to vote on such action are cast in favor of such action. Subject to the
right of holders of any series of Preferred Stock to elect or remove directors
under specified circumstances, at a special meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors. Any merger or share exchange to which the Corporation is a party or
any direct or indirect sale, lease, exchange or other disposition of all or
substantially all of the Corporation's property, otherwise than in the usual and
regular course of business, shall be approved if a majority of the votes
entitled to be cast by each voting group entitled to vote on such action are
cast in favor of such action; provided, however, that this sentence shall not
affect the power of the Board of Directors to condition its submission of any
plan of merger, share exchange or direct or indirect sale, lease, exchange or
other disposition of all or substantially all of the Corporation's property,
otherwise than
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in the usual and regular course of business, on any basis, including the
requirement of a greater vote.
ARTICLE IV
PREFERRED SHARES
4.1 Issuance in Series. The Board of Directors is authorized to issue the
Preferred Shares from time to time in one or more series and to provide for the
designation, preferences, limitations and relative rights of the shares of each
series by the adoption of Articles of Amendment to the Articles of Incorpo
ration of the Corporation setting forth:
(i) The maximum number of shares in the series and the
designation of the series, which designation shall distin guish the shares
thereof from the shares of any other series or class;
(ii) Whether shares of the series shall have special,
conditional or limited voting rights, or no right to vote, except to the extent
prohibited by law;
(iii) Whether shares of the series are redeemable or
convertible (x) at the option of the Corporation, a share holder or another
person or upon the occurrence of a designated event, (y) for cash, indebtedness,
securities or other property, and (z) in a designated amount or in an amount
determined in accordance with a designated formula or by reference to extrinsic
data or events;
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(iv) Any right of holders of shares of the series to
distributions, calculated in any manner, including the rate or rates of
dividends, and whether dividends shall be cumulative, noncumulative or
partially cumulative;
(v) The amount payable upon the shares of the series in the
event of voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation;
(vi) Any preference of the shares of the series over the
shares of any other series or class with respect to distributions,
including dividends, and with respect to distributions upon the
liquidation, dissolution or winding up of the affairs of the
Corporation; and
(vii) Any other preferences, limitations or specified rights
(including a right that no transaction of a specified nature shall be
consummated while any shares of such series remain outstanding except
upon the assent of all or a specified portion of such shares) now or
hereafter permitted by the laws of the Commonwealth of Virginia and not
incon sistent with the provisions of this Section 4.1.
4.2 Articles of Amendment. Before the issuance of any shares of a
series, Articles of Amendment establishing such series shall be filed with and
made effective by the State Corporation Commission of Virginia, as required by
law.
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ARTICLE V
COMMON SHARES
5.1 Voting Rights. The holders of outstanding Common Shares shall, to the
exclusion of the holders of any other class of shares of the Corporation, have
the sole power to vote for the election of directors and for all other purposes
without limita tion, except (i) as otherwise provided in the Articles of Amend
ment establishing any series of Preferred Shares or (ii) as may be required by
law.
5.2 Distributions. Subject to the rights of the holders of shares, if
any, ranking senior to the Common Shares as to divi dends or rights in the
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of the Common Shares shall be entitled to distributions, including
dividends, when declared by the Board of Directors and to the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
ARTICLE VI
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corpo ration, which
is located in the County of Henrico, Virginia, is 5511 Staples Mill Road,
Richmond, Virginia 23228. The initial registered agent of the Corporation is
Edward R. Parker, whose
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business office is identical with the registered office and who is a resident of
Virginia and a member of the Virginia State Bar.
ARTICLE VII
LIMIT ON LIABILITY AND INDEMNIFICATION
7.1 Definitions. For purposes of this Article the following definitions shall
apply:
(i) "Corporation" means this Corporation only and no
predecessor entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees,
and costs of investigation, litigation and appeal, as well as any
amounts expended in asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judg ment,
settlement, penalty, fine, or other such obligation, including, without
limitation, any excise tax assessed with respect to an employee benefit
plan;
(iv) "legal entity" means a corporation, partnership, joint
venture, trust, employee benefit plan or other enter prise;
(v) "predecessor entity" means a legal entity the existence
of which ceased upon its acquisition by the Corporation in a merger or
otherwise; and
(vi) "proceeding" means any threatened, pending, or
completed action, suit, proceeding or appeal whether civil,
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criminal, administrative or investigative and whether formal or
informal.
7.2 Limit on Liability. In every instance in which the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimi nation of liability of directors or officers of
a corporation to the corporation or its shareholders, the directors and officers
of this Corporation shall not be liable to the Corporation or its shareholders.
7.3 Indemnification of Directors and Officers. The Corpo ration shall
indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
because such individual is or was a director or officer of the Corporation or
because such individual is or was serving the Corporation, or any other legal
entity in any capacity at the request of the Corpo ration while a director or
officer of the Corporation, against all liabilities and reasonable expenses
incurred in the proceed ing except such liabilities and expenses as are incurred
because of such individual's willful misconduct or knowing violation of the
criminal law. Service as a director or officer of a legal entity controlled by
the Corporation shall be deemed service at the request of the Corporation. The
determination that indemnification under this Section 7.3 is permissible and the
evaluation as to the reasonableness of expenses in a specific case shall be
made, in the case of a director, as provided by
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law, and in the case of an officer, as provided in Section 7.4 of this Article;
provided, however, that if a majority of the directors of the Corporation has
changed after the date of the alleged conduct giving rise to a claim for
indemnification, such determination and evaluation shall, at the option of the
person claiming indemnification, be made by special legal counsel agreed upon by
the Board of Directors and such person. Unless a deter mination has been made
that indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses incurred by a director or officer in a proceeding
upon receipt of an undertaking from such director or officer to repay the same
if it is ultimately determined that such director or officer is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference to
such director's or officer's ability to make repayment. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that a
director or officer acted in such a manner as to make such director or officer
ineligible for indemnification. The Corporation is authorized to contract in
advance to indemnify and make advances and reimbursements for expenses to any of
its directors or officers to the same extent provided in this Section 7.3.
7.4 Indemnification of Others. The Corporation may, to a lesser
extent or to the same extent that it is required to
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provide indemnification and make advances and reimbursements for expenses to its
directors and officers pursuant to Section 7.3, provide indemnification and make
advances and reimbursements for expenses to its employees and agents, the
directors, officers, employees and agents of its subsidiaries and predecessor
entities, and any person serving any other legal entity in any capacity at the
request of the Corporation, and may contract in advance to do so. The
determination that indemnification under this Section 7.4 is permissible, the
authorization of such indemnification and the evaluation as to the
reasonableness of expenses in a specific case shall be made as authorized from
time to time by general or specific action of the Board of Directors, which
action may be taken before or after a claim for indemnifi cation is made, or as
otherwise provided by law. No person's rights under Section 7.3 of this Article
shall be limited by the provisions of this Section 7.4.
7.5 Miscellaneous. The rights of each person entitled to
indemnification under this Article shall inure to the benefit of such person's
heirs, executors and administrators. Special legal counsel selected to make
determinations under this Article may be counsel for the Corporation.
Indemnification pursuant to this Article shall not be exclusive of any other
right of indemnification to which any person may be entitled, including
indemnification pursuant to a valid contract, indemnification by legal entities
other than the Corporation and indemnification under policies of insurance
purchased and maintained by the Corporation
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or others. However, no person shall be entitled to indemnification by the
Corporation to the extent such person is indemnified by another, including an
insurer. The Corporation is authorized to purchase and maintain insurance
against any liability it may have under this Article or to protect any of the
persons named above against any liability arising from their service to the
Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above. If any provision of this Article or its
application to any person or circumstance is held invalid by a court of
competent jurisdic tion, the invalidity shall not affect other provisions or
appli cations of this Article, and to this end the provisions of this Article
are severable.
7.6 Amendments. No amendment, modification or repeal of this Article
shall diminish the rights provided hereunder to any person arising from conduct
or events occurring before the adoption of such amendment, modification or
repeal.
Dated: July 24, 1997
By:____________________________________
Sam Young Garrett, Incorporator
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SMITHFIELD FOODS VIRGINIA, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
1. Name. The name of the Corporation is Smithfield Foods Virginia,
Inc.
2. The Amendment. The Amendment, a copy of which is attached hereto as
Exhibit "A", deletes Article III, Section 3.1 of the Articles of Incorporation
and substitutes, in lieu thereof, a new Article III Section 3.1 increasing the
number of authorized common shares.
3. Board Action. The Board of Directors approved a resolution on August
28, 1997 finding it to be in the best interest of the Corporation to adopt an
Amendment to the Articles of Incorporation of the Corporation, increasing the
number of authorized shares of Common Stock of the Corporation and directed that
it be submitted to a vote of the sole shareholder.
4. Shareholder Action: On August 28, 1997, the amendment was approved
by the written consent of the sole shareholder.
Dated:____________________ SMITHFIELD FOODS VIRGINIA, INC.
--------------------------------
By: Aaron D. Trub
Title: Vice President, Secretary
and Treasurer
COMMONEALTH OF VIRGINIA:
__________ OF _______________:
The undersigned Notary Public in and for the jurisdiction aforesaid
hereby certifies that Aaron D. Trub, Vice President, Secretary and Treasurer of
Smithfield Foods Virginia, Inc., signed the foregoing Articles of Amendment,
dated as of August 28, 1997, and acknowledged the same before me.
Given under my hand this _____ day of _____________, 1997.
My commission expires ____________________.
---------------------------------
Notary Public
[SEAL]
Exhibit A
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The number and designation of shares that
the Corporation shall have authority to issue and the par value
per share are as follows:
Number of
Class Shares Par Value
----- ------ ---------
Preferred 1,000,000 $1.00
Common 100,000,000 $0.50
SMITHFIELD FOODS VIRGINIA, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
1. Name. The name of the Corporation is Smithfield Foods Virginia,
Inc.
2. The Amendment. The Amendment, a copy of which is attached hereto as
Exhibit "A", deletes Article I of the Articles of Incorporation and substitutes,
in lieu thereof, a new Article I changing the name of the Corporation.
3. Board Action. The Board of Directors approved a resolution on
August 28, 1997 finding it to be in the best interest of the Corporation to
change the name of the Corporation.
4. Shareholder Action: Shareholder action is not required pursuant to
Section 13.1-706(5) of the Virginia Code.
Dated:____________________ SMITHFIELD FOODS VIRGINIA, INC.
------------------------------------
By: Aaron D. Trub
Title: Vice President, Secretary and Treasurer
COMMONWEALTH OF VIRGINIA:
__________ OF _______________:
The undersigned Notary Public in and for the jurisdiction aforesaid
hereby certifies that Aaron D. Trub, Vice President, Secretary and Treasurer of
Smithfield Foods Virginia, Inc., signed the foregoing Articles of Amendment,
dated as of August 28, 1997, and acknowledged the same before me.
Given under my hand this _____ day of _____________, 1997.
My commission expires ____________________.
---------------------------------
Notary Public
[SEAL]
Exhibit A
ARTICLE I
NAME
The name of the Corporation is Smithfield Foods, Inc.
SMITHFIELD FOODS VIRGINIA, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
1. Name. The name of the Corporation is Smithfield Foods Virginia, Inc
(the "Corporation").
2. The Amendment. Pursuant to Sections 13.1-639 and 13.1-689 of the
Virginia Stock Corporation Act, the Board of Directors of the Corporation
effective as of September 1, 1997, duly adopted the following amendment to the
Articles of Incorporation of the Corporation, adding new Section 4.3 thereto
which sets forth the designation and number of shares of a series of Preferred
Stock of the Corporation and certain preferences, limitations and relative
rights thereof:
4.3 Series A Junior Participating Preferred Shares
(a) Designation and Amount. Pursuant to a resolution
adopted by the Board of Directors of the Corporation on August 28,
1997, 100,000 preferred shares (of $1.00 par value) are hereby
constituted as a series of preferred shares of the Corporation which
shall be designated as "Series A Junior Participating Preferred Shares"
(the "Series A Preferred Shares"), the preferences and relative,
optional and other special rights of which and the qualifications,
limitations or restrictions of which shall be as set forth herein.
(b) Dividends and Distribution.
(i) Subject to the prior and superior rights
of the holders of any preferred shares of any series ranking
prior and superior to the Series A Preferred Shares with
respect to dividends, the holders of Series A Preferred
Shares, in preference to the holders of Common Shares, par
value $.50 per share (the "Common Shares"), of the Corporation
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 fifteenth
day of January, April, July and October 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 A Preferred Shares, in an amount per
share (rounded to the nearest cent) equal to the greater of
(X)$1.00 or (Y) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in Common
Shares or a subdivision of the outstanding Common Shares (by
reclassification or otherwise), declared on the Common Shares,
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 A Preferred Shares. In the event the
Corporation shall at any time declare or pay any dividend on
Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding
Common Shares (by reclassification or otherwise than by
payment of a dividend in Common Shares) into a greater or
lesser number of Common Shares, then in each such case the
amount to which holders of Series A Preferred Shares were
entitled immediately prior to such event under clause (Y) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
The Corporation shall declare a dividend or
distribution on the Series A Preferred Shares as provided in
this paragraph (i) immediately after it declares a dividend or
distribution on the Common Shares (other than a dividend
payable in Common Shares); provided that, in the event no
dividend or distribution shall have been declared on the
Common Shares during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Series A
Preferred Shares shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly
Dividend Payment Date next preceding the date of issue of such
Series A Preferred 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 Series A Preferred Shares 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 Series A Preferred Shares 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 Series A Preferred Shares
entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.
(c) Voting Rights. The holders of Series A
Preferred Shares shall have the following voting rights:
(i) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Shares
shall entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time declare or pay any
dividend on Common Shares payable in Common Shares, or effect
a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater
or lesser number of Common Shares, then in each such case the
number of votes per share to which holders of Series A
Preferred Shares 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 Common Shares outstanding
immediately after such event and the denominator of which is
the number of Common Shares that were outstanding immediately
prior to such event.
(ii) Except as otherwise provided herein or
by law, the holders of Series A Preferred Shares and the
holders of Common Shares shall vote together as one class on
all matters submitted to a vote of shareholders of the
Corporation.
(iii) Except as set forth herein, holders of
Series A Preferred Shares 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 Shares as set
forth herein) for taking any corporate action.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred
Shares as provided in paragraph (b) are in arrears, thereafter
and until all accrued and unpaid dividends and distributions,
whether or not declared, on Series A Preferred Shares
outstanding shall have been paid in full, the Corporation
shall not:
(A) declare or pay dividends on,
make any other distributions on, or redeem or
purchase or otherwise acquire for consideration any
shares of the Corporation ranking junior (either as
to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Shares;
(B) declare or pay dividends on or
make any other distributions on any shares of the
Corporation ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Shares, except
dividends paid ratably on the Series A Preferred
Shares and all such parity shares 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;
(C) redeem or purchase or otherwise
acquire for consideration any shares of the
Corporation ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Shares, provided that
the Corporation may at any time redeem, purchase or
otherwise acquire any such parity shares in exchange
for any shares of the Corporation ranking junior
(either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred
Shares; or
(D) purchase or otherwise acquire
for consideration any Series A Preferred Shares, or
any shares of the Corporation ranking on a parity
with the Series A Preferred Shares, 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.
(ii) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire
for consideration any shares of the Corporation unless the
Corporation could, under subparagraph (i) of this paragraph
(d), purchase or otherwise acquire such shares at such time
and in such manner.
(e) Reacquired Shares. Any Series A Preferred Shares
purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such shares shall upon their
cancellation, and upon the taking of any action required by
applicable law, become authorized but unissued preferred
shares and may be reissued as part of a new series of
preferred shares to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up.
Upon any voluntary liquidation, dissolution or winding up
of the Corporation, no distribution shall be made:
(A) to the holders of shares of the
Corporation ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the
Series A Preferred Shares unless, prior thereto, the
holders of Series A Preferred Shares shall have
received $37,500 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 Series A
Preferred Shares shall be entitled to receive an
aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per
share to holders of Common Shares, or
(B) to the holders of shares of the
Corporation ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred
Shares and all other such parity shares 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 Common Shares payable in Common Shares, or
effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater
or lesser number of Common Shares, then in each such case the
aggregate amount to which holders of Series A Preferred Shares
were entitled immediately prior to such event under the
proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is
the number of Common Shares that were outstanding immediately
prior to such event.
(g) Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the Common Shares
are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case the
Series A Preferred Shares shall at the same time be similarly
exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate amount of shares, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Shares is changed or
exchanged. In the event the Corporation shall at any time
declare or pay any dividend on Common Shares payable in Common
Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in
Common Shares) into a greater or lesser number of Common
Shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of
Series A Preferred Shares shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number
of Common Shares outstanding immediately after such event and
the denominator of which is the number of Common Shares that
were outstanding immediately prior to such event.
(h) No Redemption. The Series A Preferred Shares
shall not be redeemable.
(i) Ranking. The Series A Preferred Shares shall be
junior to all other series of the Corporation's preferred
shares as to the payment of dividends and the distribution of
assets, except to the extent a series is made pari passu with
the Series A Preferred Shares.
(j) 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 A Preferred Shares so as to affect them
adversely without the affirmative vote of the holders of
two-thirds or more of the outstanding Series A Preferred
Shares voting together as a single class.
3. This amendment was adopted by the Board of Directors of the
Corporation without shareholder action and shareholder action was not required.
Dated:____________________ SMITHFIELD FOODS VIRGINIA, INC.
-----------------------------------
By: Joseph W. Luter, III
Title: Chairman of the Board, Chief
Executive Officer
COMMONWEALTH OF VIRGINIA:
__________ OF _______________:
The undersigned Notary Public in and for the jurisdiction aforesaid
hereby certifies that Joseph W. Luter, Chairman of the Board and Chief Executive
Officer of Smithfield Foods Virginia, Inc., signed the foregoing Articles of
Amendment, dated as of August 28, 1997, and acknowledged the same before me.
Given under my hand this _____ day of _____________, 1997.
My commission expires ____________________.
---------------------------------
Notary Public
[SEAL]