EXECUTION COPY
SMITHFIELD FOODS, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
1. Name. The name of the Corporation is Smithfield Foods, Inc. (the
"Corporation").
2. The Amendment. Pursuant to Sections 13.1-638 and 13.1-639 of the
Virginia Stock Corporation Act, the Board of Directors of the Corporation
effective as of May 27, 1998, duly adopted the following amendment to the
Articles of Incorporation, as amended, of the Corporation, adding thereto new
Section 4.4, 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.
4.4 Series B Special Voting Preferred Share
(a) Designation and Amount. Pursuant to a resolution adopted by the
Board of Directors of the Corporation on May 27, 1998, one (1) preferred
share (of $1.00 par value) is hereby constituted as a series of preferred
shares of the Corporation which shall be designated as the "Series B
Special Voting Preferred Share" (the "Series B Preferred Share"), the
preferences and relative, optional and other special rights of which and
the qualification, limitations or restrictions of which shall be as set
forth herein.
(b) Dividends and Distributions. The holder of the Series B Preferred
Share shall not be entitled to receive any portion of any dividend or
distribution at any time.
(c) Voting Rights. The holder of the Series B Preferred Share shall
have the following voting rights:
(i) The Series B Preferred Share shall entitle the holder
thereof to an aggregate number of votes equal to the
number of Exchangeable Shares ("Exchangeable Shares") of
Smithfield Canada Limited, an Ontario corporation
("Smithfield Canada") outstanding from time to time
which are not owned by the Corporation or any of its
direct or indirect subsidiaries.
(ii) Except as otherwise provided herein or by law, the
holder of the Series B Preferred Share and the holders
of Common Shares and of Series A Preferred 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, the holder of the Series B
Preferred Share shall have no special voting rights, and
its consent shall not be required (except to the extent
it is entitled to vote with holders of Common Shares and
of Series A Preferred Shares as set forth herein) for
taking any corporate action.
(d) Additional Provisions
(i) The Holder of the Series B Preferred Share is entitled
to exercise the voting rights attendant thereto in such
manner as such holder desires.
(ii) At such time as (A) the Series B Preferred Share
entitles its holder to a number of votes equal to zero
because there are no Exchangeable Shares of Smithfield
Canada outstanding which are not owned by the
Corporation or any of its direct or indirect
subsidiaries, and (B) there is no share of stock, debt,
option or other agreement, obligation or commitment of
Smithfield Canada which could by its terms require
Smithfield Canada to issue any Exchangeable Shares to
any person other than the Corporation or any of its
direct or indirect subsidiaries, then the Series B
Preferred Share shall thereupon be retired and cancelled
promptly thereafter. Such Share shall upon its
cancellation, and upon the taking of any action required
by applicable law, become an authorized but unissued
preferred share 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.
(e) Reacquired Share. If the Series B Preferred Share should be
purchased or otherwise acquired by the Corporation in any manner
whatsoever, then the Series B Preferred Share shall be retired and
cancelled promptly after the acquisition thereof. Such share shall upon its
cancellation, and upon the taking of any action required by applicable law,
become an authorized but unissued preferred share 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 liquidation,
dissolution or winding up of the Corporation, the holder of the Series B
Preferred Share shall not be entitled to any portion of any distribution.
(g) No redemption or conversion. The Series B Preferred Share shall
not be redeemable or convertible.
3. This amendment was duly adopted by the Board of Directors of the
Corporation without shareholder action, and shareholder action was not required.
Dated: October 1, 1998 SMITHFIELD FOODS, INC.
/s/ Joseph W. Luter, III
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By: Joseph W. Luter, III
Title: Chairman of the Board and Chief
Executive Officer
COMMONWEALTH OF VIRGINIA: County of Isle of Wight
The undersigned Notary Public in and for the jurisdiction aforesaid
hereby certifies that Joseph W. Luter, III, Chairman of the Board and Chief
Executive Officer of Smithfield Foods, Inc., signed the foregoing Articles of
Amendment, dated as of October 1, 1998, and acknowledged the same before me.
Given under my hand this 19th day of October, 1998.
My commission expires August 31, 2002.
/s/ Evelyn J. Bryant
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Notary Public