Section 21 Form No. 6-Amendment to Articles of Incorporation (Missouri) Creating Additional Classes of Stock

• Library: Business Transitions 2009 Forms

Compare, in general, forms on the Missouri Secretary of State, Division of Corporations' website at:

www.sos.mo.gov/business/corporations/forms.asp

See § 1.20 of Chapter 1 for the factual situation relating to the provisions of this amendment.

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Certificate of Amendmentof Articles of IncorporationofMissouri Dairy Farms, Inc.

The undersigned, Missouri Dairy Farms, Inc., a Missouri corporation (the "corporation"), for the purpose of amending the Articles of Incorporation of the corporation, in accordance with The General and Business Corporation Law of Missouri, does hereby make and execute this Certificate of Amendment of Articles of Incorporation.

I. The name of the corporation is Missouri Dairy Farms, Inc.

II. The amendment set forth below was adopted by the shareholders of the corporation on _______________, 20____.

III. The following resolution sets forth the amendment adopted:

Resolved, that the Articles of Incorporation of this corporation are amended by deleting the present article Third in its entirety and by inserting in lieu thereof the following new article Third, providing in its entirety:

Third: That the aggregate number of shares that the corporation has the authority to issue is
540 shares, consisting of:

(i) 200 shares of Class A Preferred Stock, par value of $1,000 per share;

(ii) 200 shares of Class B Preferred Stock, par value of $1,000 per share; and

(iii) 140 shares of Common Stock, par value of $50 per share.

Before the effectiveness of this amendment, the corporation was authorized to issue 100 shares
of capital stock, all of no par value. Upon the effectiveness of this amendment, the corporation will be authorized to issue 200 shares of Class A Preferred Stock of the par value of $1,000 per share, 200 shares of Class B Preferred Stock of the par value of $1,000 per share, and 140 shares of Common Stock of the par value of $50 per share.

Before the effectiveness of this amendment, the corporation had 100 shares of capital stock, all of no par value, issued and outstanding; the stated capital of the corporation in respect thereof was $7,000. Upon the effectiveness of this amendment, each of the issued and outstanding 100 shares of capital stock, all of no par value, is, without any further act of the corporation, reclassified and converted into: 2 shares of Class A Preferred Stock, of the par value of $1,000 per share; 2 shares of Class B Preferred Stock, of the par value of $1,000 per share; and 1.4 shares of Common Stock, of the par value of $50 per share.

The entire $7,000 of stated capital representing the 100 shares of capital stock, all of no
par value, formerly authorized, issued, and outstanding, shall become stated capital in respect of
the 140 shares of Common Stock of the par value of $50 per share, which shall be issued
and outstanding upon the effectiveness of this amendment. An amount equal to the par value of the 200 shares of Class A Preferred Stock, with a par value of $1,000 per share, and the...