AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
ALPHARMA INC.
The first paragraph of Article Fourth is hereby amended and
restated in its entirety as follows:
FOURTH: The total number of shares which the Corporation shall
have authority to issue shall be 80,500,000 shares, divided into
three classes, namely: 500,000 shares of Preferred Stock of the
par value of $1.00 per share; 65,000,000 shares of Class A Common
Stock of the par value of $.20 per share and 15,000,000 shares of
Class B Common Stock of the par value of $.20 per share. There
shall be reserved from the shares of Class A Common Stock so
authorized a number of shares equal to the number of shares of
Class A Common Stock issuable upon the conversion in accordance
with the terms of this Certificate of Incorporation of all then
issued Class B Common Stock, and the shares of Class A Common
Stock so reserved shall be issued only pursuant to such
conversion rights. Upon the conversion of any shares of Class B
Common Stock into Class A Common Stock, the shares of Class B
Common Stock surrendered for conversion shall revert to and
become authorized but unissued shares of Class B Common Stock.
