Sara Lee Corporation Articles Supplementary Electing MGCL Section 3-804(a) and (c) Provisions

Summary

Sara Lee Corporation, a Maryland company, has filed Articles Supplementary to formally elect to be governed by specific provisions (Section 3-804(a) and (c)) of the Maryland General Corporation Law. This decision was approved by the Board of Directors and is certified by senior officers. The filing outlines that any repeal of this election can only occur as allowed by Maryland law. The document is executed and attested by authorized corporate officers as of April 28, 2000.

EX-4.1 3 dex41.txt ARTICLES SUPPLEMENTARY Exhibit 4.1 ARTICLES SUPPLEMENTARY Sara Lee Corporation, a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the "MGCL"), the Corporation, by resolutions of its Board of Directors (the "Board of Directors") duly adopted at a meeting duly called and held on April 27, 2000, elected to become subject to Section 3-804(a) and (c) of the MGCL. SECOND: The resolutions described above provide that, notwithstanding any other provision in the charter of the Corporation (the "Charter") or the Amended and Restated Bylaws of the Corporation (the "Bylaws") to the contrary, the Corporation elects to be subject to Section 3-804(a) and (c) of the MGCL, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL. THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. FOURTH: The undersigned Senior Vice President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Senior Vice President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Senior Vice President and attested by its Assistant Secretary on this 28/th/ day of April, 2000. SARA LEE CORPORATION ATTEST (SEAL) /s/ R. Henry Kleeman /s/ Roderick A. Palmore - ---------------------------------- ------------------------- R. Henry Kleeman Roderick A. Palmore Vice President, Deputy General Counsel Senior Vice President - General and Assistant Secretary Counsel and Secretary 39