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that such certificate has restrictions on transfer as set forth in the Co-op's Certificate of Incorporation
and Section 8.3 of these Bylaws.

Section 8.2. Lost Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the Co-op
alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner as it shall require and/or
to give the Co-op a bond in such sum as it may direct as indemnity against any claim that may be
made against the Co-op with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 8.3. Transfers of Capital Stock. Any attempted transfer, sale, pledge, mortgage,
gift, or hypothecation of shares of Common Stock other than a transfer of the shares to the Co-op
shall be null, void, and without effect, and the Co-op shall not make or recognize any such transfer,
sale, pledge, mortgage, gift, or hypothecation upon its books.

Section 8.4. Fixing Record Date. In order that the Co-op may determine the members
entitled to notice of or to vote at any meeting of members or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than twenty days prior to any other action. A determination of members of record
entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 8.5. Registered Members. The Co-op shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive patronage dividends and to
vote, and to hold a person registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share of shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

ARTICLE IX

Patronage Dividends

Section 9.1. Patronage. The term "patronage" shall refer to the value of the Co-op's business
with its members. Business with the Co-op's members shall include the following: (i) the Co-op's
direct business with its members; (ii) the Co-op's business with its members through distributors
("participating distributors") which shall have agreed to participate in the Co-op's patronage dividend
program for its members by entering into distribution services agreements with the Co-op or CSCS in

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