Dr Pepper Snapple Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:
First: the name of the corporation is Dr Pepper Snapple Group, Inc.;
Second: the Amended and Restated Certificate of Incorporation ("Restated Certificate") of Dr Pepper Snapple Group, Inc. was filed in the Office of the Secretary of State of the State of Delaware on May 6, 2008 pursuant to Delaware General Corporation Law;
Third: in accordance with Section 242 of the Delaware General Corporation Law, the board of directors of Dr Pepper Snapple Group, Inc. have adopted a resolution approving the amendment set forth in Article Fifth of this Certificate of Amendment, declaring its advisability, and directing that such amendment be considered at the Annual Meeting of the Stockholders held on May 17, 2012 (the "Annual Meeting"), which meeting was noticed and has been held in accordance with Section 222 of Delaware General Corporation Law.
Fourth: at the Annual Meeting, the amendments received the affirmative vote of not less than two-thirds (2/3) of all holders of the outstanding stock entitled to vote thereon, which is the vote required to approve such amendment in accordance with the Restated Certificate.
Fifth: that sections (c), (d) and (g) of the Article NINTH of the Restated Certificate of Dr Pepper Snapple Group, Inc. are hereby amended in their entirety to read as follows:
Sixth: except as amended by this Certificate of Amendment, the Restated Certificate remains in full forth and in effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be executed and acknowledged by the Executive Vice President and General Counsel of the Corporation to be effective as of the 17th day of May 2012.