IBC

RESTATED

BYLAWS

OF

INTERSTATE BAKERIES CORPORATION

ARTICLE I
STOCKHOLDERS

Section 1. Annual Meeting. The Annual Meeting of Stockholders of the
Corporation shall be held at the registered office of the Corporation in the
City of Wilmington, State of Delaware, or at such other place within or without
the State of Delaware, at 10:00 a.m. on the fourth Thursday of October, or at
such time and date as the Board of Directors by resolution shall determine and
as set forth in the notice of the meeting, for the election of Directors and for
the transaction of any other proper business. If the date of the Annual Meeting
shall fall upon a legal holiday, under federal law or the laws of the state
where such meeting is to be held, such meeting shall be held on the next
succeeding business day.

Section 2. Special Meetings. Special Meetings of the Stockholders of
the Corporation may be called at any time by a majority of the Directors then in
office. The power of any of the Stockholders or any class of Stockholders to
call Special Meetings is specifically denied. Special Meetings of the
Stockholders shall be held at such place within or without the State of
Delaware, at such time and on such date as shall be specified in the call
thereof.

Section 3. Notice of Meetings. Written notice of each meeting of the
Stockholders, stating the place, date and hour thereof, and in the case of a
Special Meeting, the purpose or purposes for which it is called, shall be given,
not less than ten (10) nor more than sixty (60) days before the date of such
meeting (or at such other time as may be required by statute), either
personally, by United States mail, or by electronic mail, to each Stockholder
entitled to vote at such meeting. If given by United States mail, such notice is
given when deposited in the United States mail, postage prepaid, directed to
each Stockholder at his or her address as it appears on the records of the
Corporation. If given by electronic mail, such notice is given when directed to
each Stockholder at the e-mail address given to the Corporation and the
Corporation receives an electronic mail return-receipt.

Section 4. Waiver of Notice. Whenever notice is required to be given
of any Annual or Special Meeting of the Stockholders, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
in such notice, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meetings of the
Stockholders need be specified in any written waiver of notice. Attendance of a
person at a meeting of the Stockholders shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

Section 5. Adjournment. When any meeting of the Stockholders is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the adjourned meeting any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or if after such
adjournment the Board of Directors shall fix a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at such meeting.

Section 6. Quorum. At any meeting of the Stockholders, the presence,
in person or by proxy, of the holders of a majority of the issued and
outstanding shares of the Corporation entitled to vote at such meeting shall be
necessary in order to constitute a quorum for the transaction of any business;
provided, however, that where a separate vote by a class or classes is required,
a majority of the outstanding shares of such class or classes present.

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in person or by proxy shall constitute a quorum entitled to take action with
respect to a vote on that matter. If there shall not be a quorum at any meeting
of the Stockholders, the holders of a majority of the shares entitled to vote
present at such meeting, in person or by proxy, may adjourn such meeting from
time to time, without further notice to the Stockholders other than an
announcement at such meeting, until holders of the amount of shares required to
constitute a quorum shall be present in person or by proxy.

Section 7. Voting. Each Stockholder shall be entitled to one vote for
each share of Common Stock held by such Stockholder. The voting rights of any
Preferred Stockholder, including without limitation the number of votes per
share of Preferred Stock held by such Stockholder, shall be determined by the
Board of Directors in the resolution or resolutions authorizing the issuance of
the class or series of Preferred Stock held by such Stockholder, which terms
shall be set forth in the Certificate of Designation for such class or series of
Preferred Stock. Voting need not be by written ballot. Whenever any corporate
action is to be taken by vote of the Stockholders, it shall, except as otherwise
required by law or by the Certificate of Incorporation or these Bylaws, be
authorized by a plurality of the votes cast at a meeting of Stockholders by the
holders of shares entitled to vote thereon.

Section 8. Action Without a Meeting. No action required or permitted
to be taken at any Annual or Special Meeting of Stockholders may be taken
without a meeting thereof. The power of Stockholders to consent in writing to
the taking of any action is specifically denied.

Section 9. Record Date. The Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days
before the date of any meeting of Stockholders, nor more than sixty (60) days
prior to any other action, as the record date for the purpose of determining the
Stockholders entitled to notice of or to vote at any meeting of the Stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
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.

If no record date is fixed:

(1) The record date for determining Stockholders entitled to notice of
or to vote at a meeting of Stockholders shall be at the close of business
on the day next preceding the day of notice, or, if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held.

(2) The record date for determining Stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

Section 10. Proxies. Each Stockholder entitled to vote at a meeting of
Stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period. Proxies may be
solicited and received electronically.

Section 11. Nomination of Directors and Presentation of Business at
Stockholder Meetings.

(1) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the Stockholders may be made
at an Annual Meeting of Stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any Stockholder who was a Stockholder of record at the time of the
giving of notice provided for in this Section 11, who is entitled to vote
thereon at the meeting and who has complied with the notice procedures set
forth in this Section 11.

(2) For nominations or other business to be properly brought
before an Annual Meeting by a Stockholder pursuant to clause (iii) of
paragraph (a) of this Section 11, the Stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for Stockholder action. To
be timely, a Stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than 60 nor
more than 90 days prior

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to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced
by more than 30 days or delayed by more than 60 days from such anniversary
date, notice by the Stockholder to be timely must be so delivered not
earlier than the close of business on the 90/th/ day prior to such annual
meeting and not later than the close of business on the later of the 60/th/
day prior to such annual meeting or the 10/th/ day following the date on
which public announcement of the date of such meeting is first made. In no
event shall the public announcement of an adjournment of an Annual Meeting
commence a new time period for the giving of a Stockholder's notice as
described above.

(i) Director Nominations. Such Stockholder's notice shall set
forth as to each person whom the Stockholder proposes to nominate for
election or reelection as a Director(a) the name and address of the
Stockholder making the nomination, as it appears on the Corporation's
books, and of the Beneficial Owner (as defined below), if any, on
whose behalf the proposal is made; (b) the name and address of the
person or persons to be nominated; (c) a representation that such
Stockholder is a holder of record of stock of the Corporation entitled
to vote in the election of Directors at such meeting and such
Stockholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (d) the class
and number of shares of stock of the Corporation that are owned
beneficially and of record by such Stockholder, such Beneficial Owner,
and each nominee proposed by such Stockholder; (e) a description of
all arrangements or understandings between the Stockholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the Stockholder; (f) such other information regarding each
nominee proposed by such Stockholder as would have been required to be
included in a proxy statement filed pursuant to Regulation 14A (17
C.F.R. (S) 240.14a-1 et seq.) as then in effect under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), had the nominee
been nominated, or intended to be nominated, by the Board of
Directors; and (g) the consent of each nominee to serve as a Director
of the Corporation if so elected.

(ii) Other Business. As to any other business that the
Stockholder proposes to bring before the meeting, a Stockholder's
notice to the Secretary shall set forth as to each matter(a) a brief
description of the business desired to be brought before the Annual
Meeting; (b) a representation that such Stockholder is a holder of
record of stock entitled to vote on the business proposed by such
Stockholder and such Stockholder intends to appear in person or by
proxy at the meeting to present the proposed business to be brought
before the meeting; (c) the name and address of the Stockholder
proposing such business, as it appears on the Corporation's books, and
of the Beneficial Owner, if any, on whose behalf the business is
proposed; (d) the class and number of shares of stock of the
Corporation that are owned beneficially and of record by such
Stockholder and such Beneficial Owner; (e) the reason for conducting
such business at the meeting and any material interest of such
Stockholder or such Beneficial Owner in such business; and (f) all
other information with respect to each such matter as would have been
required to be included in a proxy statement filed pursuant to
Regulation 14A (17 C.F.R. (S) 240.14a-1 et seq.) as then in effect
under the Exchange Act, had proxies been solicited by the Board of
Directors with respect thereto.

(iii) Notwithstanding anything in this paragraph (2) of this
Section 11 to the contrary, in the event that the number of Directors
to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by the
Corporation at least 40 days prior to the first anniversary of the
preceding year's Annual Meeting, a Stockholder's notice shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10/th/ day following the day
on which such public announcement is first made by the Corporation.

(3) Only such business shall be conducted at a Special Meeting of
Stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons

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for election to the Board of Directors may be made at a Special Meeting of
Stockholders with regard to which the Board of Directors has determined
that Directors are to be elected (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of Directors, or (iii)
by any Stockholder who is a Stockholder of record at the time of the giving
of notice provided for in this Section 11, who shall be entitled to vote
for the election of Directors at the meeting and who complies with the
notice procedures set forth in the last sentence of this paragraph (3) of
this Section 11. In the event the Corporation calls a Special Meeting of
Stockholders for the purpose of electing one or more Directors to the
Board, any such Stockholder may nominate a person or persons (as the case
may be) for election to such position(s) as specified in the Corporation's
notice of meeting, if the Stockholder's notice setting forth the
information required by paragraph (2) of this Section 11 shall be delivered
to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the later of (i) the 30/th/ day prior
to such Special Meeting or (ii) the 10/th/ day following the day on which
public announcement is first made of the date of the Special Meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting.

(4) Only such persons who are nominated in accordance with the
procedures set forth in this Section 11 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of
Stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 11. The chairman of the
meeting of Stockholders shall have the power and duty to determine whether
a nomination or any business proposed to be brought before the meeting was
made in accordance with the procedures set forth in this Section 11 and, if
any proposed nomination or business is not in compliance with this Section
11, to declare that such defective nominations or proposal shall be
disregarded.

(5) For purposes of this Section 11, "Beneficial Owner" shall have the
meaning given to such term in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 and any successor rule, and "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(6) Notwithstanding the foregoing provisions of this Section 11, (i)
if any class of series of stock has the right, voting separately by class
or series, to elect Directors at an Annual or Special Meeting of
Stockholders, such Directors shall be nominated and elected pursuant to the
terms of such class of series of stock; and (ii) a Stockholder shall also
comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this
Section 11. To the extent Section 11 shall be deemed by the Board of
Directors or the Securities and Exchange Commission, or adjudged by a court
of competent jurisdiction, to be inconsistent with the rights of
Stockholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act, such rule shall
prevail.

Section 12. Conduct of Meetings. The Chief Executive Officer shall
preside at each meeting of Stockholders. In the absence of the Chief Executive
Officer, the meeting shall be chaired by an Officer of the Corporation in
accordance with the following orderPresident, Executive Vice President, Senior
Vice President and Vice President. In the absence of all such Officers, the
meeting shall be chaired by a person chosen by the vote of the holders of a
majority of the outstanding shares of common stock of the Stockholders present
in person or represented by proxy and entitled to vote thereat, who shall act as
chairman of the meeting. The chairman of the meeting shall have authority on his
or her own motion to adjourn the meeting from time to time without the approval
of the Stockholders who are present in person or represented by proxy and
entitled to vote thereat.

The Secretary or in his or her absence an Assistant Secretary or in
the absence of the Secretary and all Assistant Secretaries a person whom the
chairman of the meeting shall appoint shall act as secretary of the meeting and
keep a record of the proceedings thereof.

The Board of Directors of the Corporation may to the extent not
prohibited by law adopt by resolution such rules and regulations for the conduct
of the meeting of Stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman

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of any meeting of Stockholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may to the extent not
prohibited by law include, without limitation, the following(i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
Stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other person as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; (v) limitations on the time allotted to questions or
comments by participants; and (vi) regulation of the opening and closing of the
polls for balloting on matters which are to be voted upon by ballot. Unless, and
to the extent, determined by the Board of Directors or the chairman of the
meeting, meetings of Stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

The date and time of the opening and closing of the polls for each
matter upon which the Stockholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting.

ARTICLE II
DIRECTORS

Section 1. Number; Election; Terms. The business and affairs of the
Corporation shall be managed by the Board of Directors. The number of Directors
that shall constitute the whole Board of Directors of the Corporation shall be
not less than seven (7) nor more than eleven (11). The exact number of Directors
within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors.

Upon the effectiveness of the Restated Certificate of Incorporation of
the Corporation pursuant to the Delaware General Corporation Law, the Board of
Directors of the Corporation shall be divided into three classes, designated
Class I, Class II, and Class III, which at all times shall be as nearly equal in
number as possible, as determined by the Board of Directors. The term of office
of the initial Class I Directors shall expire at the Annual Meeting of
Stockholders next succeeding the date on which these Bylaws are adopted, the
term of office of the initial Class II Directors shall expire at the Annual
Meeting of Stockholders next succeeding the Annual Meeting at which the term of
office of the initial Class I Directors expires, and the term of office of the
initial Class III Directors shall expire at the Annual Meeting of Stockholders
next succeeding the Annual Meeting at which the term of office of the initial
Class II Directors expires. The appointment of incumbent Directors to Board of
Director Classes I, II and III at the time of said effectiveness of the Restated
Certificate of Incorporation shall be by a resolution adopted by a majority of
the Stockholders entitled to vote in an election of Directors.

At each Annual Meeting of Stockholders following such initial
classification and election, Directors elected to succeed those whose terms
expire at the time of such meeting shall be elected to hold office until the
third succeeding Annual Meeting of Stockholders after their election. In the
event of any increase in the number of Directors of the Corporation, the
additional Directors shall be so classified that all classes of Directors shall
be increased equally as nearly as possible, and the additional Directors shall
be elected by majority vote of the Directors then in office.

Election of Directors of the Corporation need not be by written
ballot. Directors need not be Stockholders.

Section 2. Removal; Resignation. Any Director or the entire Board of
Directors may be removed only for cause and only by the affirmative vote of the
holders of a majority of the voting power of all of the shares of the
Corporation entitled to vote for the election of Directors, voting together as a
single class. Cause for removal shall be deemed to exist only if:

(1) The Director whose removal is proposed has been convicted, or was
granted immunity to testify where another has been convicted, of a felony
by a court of competent jurisdiction and such conviction is no longer
subject to appeal;

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(2) Such Director has been adjudicated by a court of competent
jurisdiction to be liable for negligence or misconduct, in the performance
of his or her duty to the Corporation in a matter of substantial importance
to the Corporation;

(3) Such Director has become mentally incompetent, whether or not so
adjudicated, in the opinion of the Board of Directors, which mental
incompetency directly affects his or her ability as a Director of the
Corporation;

(4) Such Director becomes disabled and such disability in the opinion
of the Board of Directors renders such Director unable to perform his or
her duties as provided herein or in the Certificate of Incorporation;

(5) Such Director's actions or failure to act are deemed by the Board
of Directors to be in derogation of the Director's duties; or

(6) Such Director is found to be unsuitable to fulfill his or her
obligations as a Director of the Corporation by any regulatory agency
having jurisdiction over the Corporation.

Section 3. Newly Created Directorships; Vacancies. The size of the
Board of Directors may be increased only by majority vote of the Directors then
in office. Any vacancy, whether arising through death, resignation, retirement,
disqualification, removal from office or other cause, or any newly created
Directorships resulting from any increase in the authorized number of Directors,
may be filled only by a majority of the Directors then in office, although less
than a quorum, or by a sole remaining Director. When one or more Directors shall
resign from the Board of Directors, effective at a future date, a majority of
the Directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each Director so
chosen shall hold office as provided above in the filling of other vacancies. A
Director elected to fill a vacancy shall hold office for the unexpired term of
his or her predecessor.

Section 4. Term of Office. Each Director shall hold office until his
or her successor is elected and qualified, or until his or her earlier death,
resignation or removal.

Section 5. Meetings. A meeting of the Board of Directors shall be held
for the election of Officers and for the transaction of such other business as
may come before such meeting as soon as practicable after the Annual Meeting of
the Stockholders. Other regular meetings of the Board of Directors may be held
at such times as the Board of Directors of the Corporation may from time to time
determine. Special Meetings of the Board of Directors may be called at any time
by the President of the Corporation or by a majority of the Directors then in
office. Meetings of the Board of Directors may be held within or without the
State of Delaware.

Section 6. Notice of Meetings; Waiver of Notice; Adjournment. No
notice need be given of the first meeting of the Board of Directors after the
Annual Meeting of Stockholders or of any other regular meeting of the Board of
Directors. Notice of a Special Meeting of the Board of Directors, specifying the
place, date and hour thereof, shall be delivered personally, mailed (either
electronically or through the United States mail), telegraphed or telephoned to
each Director at his or her address or telephone number as such address or
number appears on the books of the Corporation twenty-four (24) hours before the
date of such meeting or on such shorter notice as reasonably may be required
under the circumstances by the person or persons calling the meeting. Whenever
notice is required to be given under any provision of the General Corporation
Law of the State of Delaware or of the Certificate of Incorporation or these
Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a Director at a Special Meeting shall constitute a waiver
of notice of such meeting, except when the Director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Stockholders, Directors, or members of a
committee of Directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws. A majority of
the Directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice need not be given of the adjourned
meeting if the time and place to which the meeting is adjourned are

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announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted at the
original meeting.

Section 7. Quorum; Voting. A majority of the total number of Directors
shall constitute a quorum for the transaction of business. The vote of the
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

Section 8. Participation by Telephone. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

Section 9. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
of such committee.

Section 10. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, but no such committee
shall have the power or authority in reference to (a) amending the Certificate
of Incorporation; (b) adopting an agreement of merger or consolidation; (c)
recommending to the Stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets; (d) recommending to
the Stockholders a dissolution of the Corporation or a revocation of a
dissolution; or (e) amending the Bylaws and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. The Board of Directors may
designate one or more Directors as alternate members of any such committee, who
may replace any absent or disqualified member at any meeting of such committee.
In the absence of disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another Director to act at
the meeting in the place of such absent or disqualified member.

Section 11. Audit Committee. Pursuant to the authority granted to it
in Section 10 of this Article II, the Board of Directors shall appoint an Audit
Committee. The Audit Committee of the Board of Directors shall have the
authority to review and to recommend to the Board of Directors the name of an
independent public accounting firm that will conduct the annual audit of the
Corporation's accounts, review the nature and scope of the audit, and review the
accounting practices and control systems of the Corporation. The Audit Committee
shall review the qualifications and performance of the proposed auditing firm,
the selection of which firm shall be subject to ratification at each Annual
Meeting of the Stockholders.

Section 12. Compensation. The Board of Directors may fix the
compensation of Directors.

Section 13. Preferred Stock Directors. Any Directors elected pursuant
to special voting rights of any class or series of Preferred Stock ("Preferred
Stock Directors") shall be excluded from, and for no purpose be counted in, the
scope and operation of Section 1, 2 and 3 of this Article II. The terms and
conditions upon which Preferred Stock Directors shall be elected and serve on
the Board of Directors shall be determined by the Board of Directors in the
resolution or resolutions authorizing the issuance of the class of series of
Preferred Stock pursuant to which a Preferred Stock Director is elected,
including without limitation the duration of such Preferred Stock Director's
term of office and the terms and conditions upon which such Preferred Stock
Director may be removed from office.

Section 14. Amendment; Repeal. In furtherance and not limitation of
the powers conferred by the laws of the State of Delaware, the Board of
Directors of the Corporation is authorized and empowered to make, alter, amend
or repeal the Bylaws of the Corporation in any manner not inconsistent with the
laws of the State of Delaware.

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Section 15. Limitation of Liability for Breach of Fiduciary Duty. To
the fullest extent permitted by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended, a Director of this
Corporation shall not be liable to the Corporation or its Stockholders for
monetary damages for breach of fiduciary duty as a Director.

Section 16. Chairman of the Board. The Board of Directors shall elect
one of its members to be Chairman of the Board, and the person so elected shall
act as Chairman of the Board until removed from that position by the vote of a
majority of the Directors or earlier resignation. The Chairman of the Board
shall not be an officer of the Corporation, and the duties of the Chairman of
the Board acting in such capacity shall be limited to presiding at meetings of
the Board of Directors of the Corporation. In the absence of the Chairman of the
Board, the Directors shall select one of the other members of the Board of
Directors to preside at meetings of the Board of Directors.

ARTICLE III
OFFICERS

Section 1. Election; Qualifications. At the first meeting of the Board
of Directors and as soon as practicable after each Annual Meeting of
Stockholders, the Board of Directors shall elect or appoint a Chairman of the
Board of Directors, a President, a Vice President, a Secretary and a Treasurer,
and may elect or appoint at such time or from time to time such additional
Officers as it deems advisable. No Officer need be a Director of the
Corporation. Any number of offices may be held by the same person, except that
there shall always be two persons who hold offices which entitle them to sign
instruments and stock certificates.

Section 2. Term of Office; Vacancies. Each Officer shall hold office
until the election and qualification of his or her successor or until his or her
earlier death, resignation or removal. Any vacancy occurring in any office,
whether because of death, resignation or removal, with or without cause, or
otherwise, shall be filled by the Board of Directors.

Section 3. Removal; Resignation. Any Officer may be removed from
office at any time with or without cause by the Board of Directors. Any Officer
may resign his or her office at any time upon written notice to the Corporation.

Section 4. Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall be the senior executive officer of the Corporation,
shall report directly to the Board of Directors, and shall preside at meetings
of the Stockholders of the Corporation. The Chief Executive Officer, subject at
all times to the direction of the Board of Directors, shall direct and have
responsibility for the policy of the Corporation and shall manage all aspects of
the business and officers of the Corporation. The Chief Executive Officer shall
also perform other duties commonly incident to the office and shall perform such
specific other duties as are prescribed by the Board of Directors from time to
time. The Chief Executive Officer shall keep the Board of Directors fully
informed and shall consult them concerning the business of the Corporation.

Section 5. Powers and Duties of the President. The President shall be
the Chief Operating Officer of the Corporation. Subject to the direction and
supervision of the Chief Executive Officer and the Board of Directors, the
President shall have general supervision and control of the business and
property of the Corporation, shall perform duties commonly incident to the
office, and shall do and perform such other duties and may exercise such other
powers as from time to time may be assigned to the President by these Bylaws,
the Chief Executive Officer or the Board of Directors. In the absence of the
Chief Executive Officer or in the event of his disability, inability or refusal
to act, the President shall perform the duties and exercise the power of Chief
Executive Officer. The President shall keep the Chief Executive Officer and the
Board of Directors fully informed and shall consult them concerning the business
of the Corporation.

Section 6. Powers and Duties of Vice Presidents. Each Vice President
shall be given such titles and designations and shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors.

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Section 7. Powers and Duties of the Secretary. The Secretary shall
record and keep the minutes of all meetings of the Stockholders and of the Board
of Directors in a book to be kept for that purpose. The Secretary shall attend
to the giving and serving of all notices by the Corporation. The Secretary shall
be the custodian of, and shall make or cause to be made the proper entries in,
the minute book of the Corporation and such other books and records as the Board
of Directors may direct. The Secretary shall be the custodian of the corporate
seal for the Corporation and shall affix or cause to be affixed such seal to
such contracts and other instruments as the Board of Directors may direct. The
Secretary shall have such other powers and shall perform such other duties as
may from time to time be assigned to him or her by the Board of Directors.

Section 8. Powers and Duties of the Treasurer. The Treasurer shall be
the custodian of all funds and securities of the Corporation. Whenever required
by the Board of Directors, the Treasurer shall render a statement of the
Corporation's cash and other accounts, and shall cause to be entered regularly
in the proper books and records of the Corporation to be kept for such purpose
full and accurate accounts of the Corporation's receipts and disbursements. The
Treasurer shall at all reasonable times exhibit the Corporation's books and
accounts to any Director of the Corporation upon application at the principal
office of the Corporation during business hours. The Treasurer shall have such
other powers and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.

Section 9. Powers and Duties of Assistant Secretary and Assistant
Treasurer. The Assistant Secretary and Assistant Treasurer (or in the event
there be more than one Assistant Secretary or Assistant Treasurer, in the order
of their seniority, designation or election) shall, in the absence or disability
of the Secretary or Treasurer, respectively, perform the duties and exercise the
powers of the Secretary or Treasurer and shall perform such other duties as the
President or the Board of Directors shall prescribe.

Section 10. Delegation. In the event of the absence of any Officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may at any time or from time to time delegate
all or any part of the powers or duties of any Officer to any other Officer or
Officers or to any Director or Directors.

ARTICLE IV
CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 1. Certificates of Stock. Certificates representing shares of
the corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed, manually or by facsimile or
otherwise, by the President or Vice President and by the secretary, Treasurer or
Assistant Secretary or Assistant Treasurer and shall be sealed with the Seal of
the Corporation. All certificates of stock shall be consecutively numbered. The
name of the person owning the shares represented thereby, with the number of
shares and the date of issuance, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled.

Section 2. Lost Certificates. In the event a certificate of stock is
allegedly lost, stolen or destroyed, the Corporation may issue a new certificate
under the conditions for issuing a new certificate as determined by the Board of
Directors. The Corporation may require the owner of such certificate to give a
good and sufficient bond to indemnity the Corporation against any claim that may
be made against it on account of the alleged loss, theft or destruction, or the
issuance of the new certificate.

Section 3. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof or by his or her attorney, thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed owner thereof for
all purposes as regards the Corporation.

Section 4. Treasury Stock. All issued and outstanding stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be Treasury Stock, and the Directors of the Corporation

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shall be vested with authority to resell said shares for such price and to such
person or persons as the Board of Directors may determine. Such stock shall
neither vote nor participate in dividends while held by the Corporation.

ARTICLE V
EXECUTION OF DOCUMENTS

All contracts, agreements, instruments, bills payable, notes, checks,
drafts, warrants or other obligations of the Corporation shall be made in the
name of the Corporation and shall be signed by such Officer or Officers as the
Board of Directors may from time to time designate. In the absence of such
designation the signatures of the President and Secretary shall suffice.

ARTICLE VI
SEAL

The seal of the Corporation shall contain the name of the Corporation,
the words "Corporate Seal", the year of its organization and the word
"Delaware".

ARTICLE VII
FISCAL YEAR

Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the fifty-two (52) or
fifty-three (53) week period ending on the Saturday closest to the last day of
May of each year.

ARTICLE VIII
INDEMNIFICATION

The Corporation shall indemnify all Directors, Officers, and employees
or agents to the fullest extent permitted, and in the manner provided, by the
General Corporation Law of the State of Delaware, as the same now exists or may
hereafter be amended, whenever they are defendants or threatened to be made
defendants in any legal or administrative proceeding by reason of their
relationship with the Corporation. The Corporation shall advance expenses of
litigation to Directors and Officers according to the following procedure:

(i) Actions, Suits or Proceedings Other than By or In the Right of the
Corporation. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he or she is or was or has
agreed to become a Director, Officer, employee or agent of the Corporation,
or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such
capacity, against costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her or on his or her behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not meet the standards of conduct set forth in this
subparagraph (i).

(ii) Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he or she is or was or has agreed
to become a Director, Officer, employee or agent of the Corporation, or is
or was serving or has agreed to serve at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against costs,
charges and

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expenses (including attorneys' fees) actually and reasonably incurred by
him or her or on his or her behalf in connection with the defense or
settlement of such action or suit and any appeal therefrom, if he or she
acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
Corporation for gross negligence or misconduct in the performance of his or
her duty to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and
expenses which the Court of Chancery or such other court shall deem proper.

(iii) Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Article VIII, to the
extent that a Director, Officer, employee or agent of the Corporation has
been successful on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, in defense of any action,
suit or proceeding referred to in subparagraphs (i) and (ii) of this
Article VIII, or in the defense of any claim, issue or matter therein, he
or she shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him or her
or on his or her behalf in connection therewith.

(iv) Determination of Right to Indemnification. Any indemnification

under subparagraphs (i) and (ii) of this Article VIII (unless ordered by a
court) shall be paid by the Corporation unless a determination is made (a)
by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or (b)
if such quorum is not obtainable, or, even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel in a
written opinion, or (c) by the Stockholders, that indemnification of the
Director, Officer, employee or agent is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth
in subparagraphs (i) and (ii) of this Article VIII.

(v) Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
subparagraphs (i) and (ii) of this Article VIII in defending a civil,
criminal, administrative or investigative action, suit or proceeding
(including all costs, charges and expenses incurred in preparing for any
threatened action, suit or proceeding) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding;
provided, however, that the payment of such costs, charges and expenses
incurred by a Director or Officer in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such person while a Director or Officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by or on behalf of the Director or Officer to
repay all amounts advanced in the event that it shall ultimately be
determined that such Director or Officer is not entitled to be indemnified
by the Corporation as authorized in this Article VIII. No security shall be
required for such undertaking and such undertaking shall be accepted
without reference to the recipient's financial ability to make repayment.
The repayment of such charges and expenses incurred by other employees and
agents of the Corporation which are paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as permitted by
this subparagraph (v) may be required upon such terms and conditions, if
any, as the Board of Directors deems appropriate. The Board of Directors
may, in the manner set forth above, and subject to the approval of such
Director, Officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit
or proceeding.

(vi) Procedure for Indemnification. Any indemnification under
subparagraphs (i), (ii) or (iii) or advance of costs, charges and expenses
under subparagraph (v) of this Article VIII shall be made promptly, and in
any event within sixty (60) days, upon the written request of the Director,
Officer, employee or agent directed to the Secretary of the Corporation.
The right to indemnification or advances as granted by this Article VIII
shall be enforceable by the Director, Officer, employee or agent in any
court of competent jurisdiction if the Corporation denies such request, in
whole or in part, or if no disposition thereof is made within sixty (60)
days. Such person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification or advances,
in whole or in part, and any such

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action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under subparagraph (v) under the
Article VIII where the required undertaking, if any, has been received by
the Corporation) that the claimant has not met the standard of conduct set
forth in subparagraphs (i) or (ii) of this Article VIII, but the burden of
proving that such standard of conduct has not been met shall be on the
Corporation. Neither failure of the Corporation (including its Board of
Directors, its independent legal counsel and its Stockholders) to have made
the determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in
subparagraphs (i) and (ii) of this Article VIII, nor the fact that there
has been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel, and its Stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

(vii) Other Rights; Continuation of Right to Indemnification. The
indemnification provided by this Article VIII shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be
entitled under any law (common or statutory), agreement, vote of
Stockholders, or disinterested Directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
and shall continue as to a person who has ceased to be a Director, Officer,
employee or agent and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights to indemnification
under this Article VIII shall be deemed to be a contract between the
Corporation and each Director, Officer, employee or agent of the
Corporation who serves or served in such capacity at any time while this
Article VIII is in effect. No amendment or repeal of this Article VIII or
of any relevant provisions of the Delaware General Corporation Law or any
other applicable laws shall adversely affect or deny to any Director,
Officer, employee or agent any rights to indemnification which such person
may have, or change or release any obligations of the Corporation, under
this Article VIII with respect to any costs, charges, expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement which
arise out of an action, suit or proceeding based in whole or substantial
part on any act or failure to act, actual or alleged, which takes place
before or while this Article VIII is in effect. The provisions of this
subparagraph (vii) shall apply to any such action, suit or proceeding
whenever commenced, including any such action, suit or proceeding commenced
after any amendment or repeal of this Article VIII.

(viii) For Purposes of this Article VIII:

(a) "the Corporation" shall include any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, employees or agents, so
that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article VIII
with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence
had continued;

(b) "other enterprises" shall include employee benefit plans,
including but not limited to any employee benefit plan of the Corporation;

(c) "serving at the request of the Corporation" shall include
any service which imposes duties on, or involves services by, a Director,
Officer, employee or agent of the Corporation with respect to an employee
benefit plan, its participants, or beneficiaries, including acting as a
fiduciary thereof;

(d) "fines" shall include any penalties and any excise or
similar taxes assessed on a person with respect to an employee benefit
plan;

(e) a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have

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acted in a manner "not opposed to the best interests of the Corporation" as
referred to in subparagraphs (i) and (ii) of this Article VIII; and

(f) Service as a partner, trustee, or a member of management or
similar committee of a partnership or joint venture or as a director,
officer, employee or agent of a corporation which is a partner, trustee or
joint venturer, shall be considered service as a director, officer,
employee or agent of the partnership, joint venture, trust or other
enterprise.

(ix) Savings Clause. If this Article VIII or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each Director, Officer,
employee and agent of the Corporation as to costs, charges and expenses
(including any attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the full extent permitted by any applicable
portion of this Article VIII that shall not have been invalidated and to
the full extent permitted by applicable law.

(x) Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
Director, Officer, employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him or her and incurred by him or her or on his or her behalf in
any such capacity, or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify him or her against
such liability under the provisions of this Article VIII; provided that
such insurance is available on acceptable terms as determined by a vote of
a majority of the entire Board of Directors.

ARTICLE IX
AMENDMENT OF BYLAWS

Subject to any requirements set forth in these Bylaws, these Bylaws
may be amended or repealed,
and any new Bylaws may be adopted, by a majority of
the Stockholders entitled to vote or by the Board of Directors.

I do hereby certify that the foregoing is a true, correct and complete
copy of the duly adopted Bylaws of Interstate Bakeries Corporation as in force
at the date of this certificate.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Corporation.

DatedAugust 4, 2003

INTERSTATE BAKERIES CORPORATION

By /s/ Kent B. Magill
--------------------------
Corporate Secretary

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AMENDMENT NUMBER ONE

TO THE

RESTATED BYLAWS

OF

INTERSTATE BAKERIES CORPORATION

The Restated Bylaws of Interstate Bakeries Corporation (the “Bylaws”) are amended, effective as of March 16, 2007, as set forth below.

Sections 1, 2 and 3 of Article II of the Bylaws are hereby amended in their entirety as follows:

 

Section 1.

Number; Election; Terms.

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of Directors that shall constitute the whole Board of Directors of the Corporation shall be seven (7).

Election of Directors of the Corporation need not be by written ballot. Directors need not be Stockholders.

 

Section 2.

Resignation; Removal.

Any Director may resign his or her office at any time upon written notice to the Corporation. Any Director or the entire Board of Directors may be removed only by the affirmative vote of the holders of a majority of the voting power of all of the shares of the Corporation entitled to vote for the election of Directors, voting together as a single class.

 

Section 3.

Vacancies.

Any vacancy, whether arising through death, resignation, retirement, disqualification, removal from office or other cause, may be filled only by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided above in the filling of other vacancies. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.

 

 

 


 

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Corporation.

Dated: March 16, 2007

By:       /s/ Kent B. Magill                              

 

Name:

Kent B. Magill

 

 

Title:

Executive Vice President, General

 

Counsel & Corporate Secretary