State
of delaware secretary of state division of corporations delivered 07:11 PM
09/21/2007 Filed 06:46 PM 09/21/2007 SRV 071042279 – 0773942 FILE Certificate of
amendment Of restated certificate of incorporation of jack in the inc., a
Delaware corporation Jack in the box inc., a corporation organized and existing
under and by virtue of the laws of state of Delaware (the “corporation”)
pursuant to the provisions of the general corporation law of state of Delaware
(the DGCL) does hereby certify that: 1: article VI, section A of the
corporation’s amended and restated certificate of incorporation (the certificate
of incorporation) is hereby amended and restated in its entirety as follows:
A.
the total number of shares which the corporation shall have authority to
issue
is one hundred ninety million (190,000,000) shares, consisting of one hundred
seventy-five million (175,000,000) shares of common stock, par value $.01
per
share (the common stock), and fifteen million (15,000,000) shares of preferred
stock, par value $.01 per share (the preferred stock). 2. the foregoing
amendment to the certificate of incorporation has been duly adopted by the
corporation’s board of directors and stockholders in accordance with the
provisions of sections 242 and 228 of the general corporation law of the
state
of Delaware. 3. this amendment to the corporation’s amended and restated
certificate of incorporation shall be effective on and as of the date of
filing
of this certificate of amendment with the secretary of state of the state
of
Delaware. In witness whereof, jack in the box inc. has caused this certificate
of amendment to be signed by the undersigned, thereunto duly appointed, this
21st day of September, 2007. Jack in the box inc. name: paul l. Schultz title:
president & chief operating officer
