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DOANE PET CARE COMPANY
 BY-LAWS
 As Amended and Restated on February 10, 2006




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Table of Contents
 Section
    
    
    
    PageARTICLE ISTOCKHOLDERSSection 1.01
    
    Annual Meetings
    
    
    1Section 1.02
    
    Special Meetings
    
    
    1Section 1.03
    
    Notice of Meetings; Waiver
    
    
    1Section 1.04
    
    Quorum
    
    
    2Section 1.05
    
    Voting
    
    
    2Section 1.06
    
    Voting by Ballot
    
    
    3Section 1.07
    
    Adjournment
    
    
    3Section 1.08
    
    Proxies
    
    
    3Section 1.09
    
    Organization; Procedure
    
    
    3Section 1.10
    
    Consent of Stockholders in Lieu of Meeting
    
    
    4ARTICLE IIBOARD OF DIRECTORSSection 2.01
    
    General Powers
    
    
    4Section 2.02
    
    Number and Term of Office
    
    
    4Section 2.03
    
    Election of Directors
    
    
    4Section 2.04
    
    Annual and Regular Meetings
    
    
    5Section 2.05
    
    Special Meetings; Notice
    
    
    5Section 2.06
    
    Quorum; Voting
    
    
    5Section 2.07
    
    Adjournment
    
    
    5Section 2.08
    
    Action Without a Meeting
    
    
    5Section 2.09
    
    Regulations; Manner of Acting
    
    
    6Section 2.10
    
    Action by Telephonic Communications
    
    
    6Section 2.11
    
    Resignations
    
    
    6Section 2.12
    
    Removal of Directors
    
    
    6Section 2.13
    
    Vacancies and Newly Created Directorships
    
    
    6Section 2.14
    
    Compensation
    
    
    6Section 2.15
    
    Reliance on Accounts and Reports, etc.
    
    
    6
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Section
    
    
    
    PageARTICLE IIIEXECUTIVE COMMITTEE AND OTHER COMMITTEESSection 3.01
    
    How Constituted
    
    
    7Section 3.02
    
    Powers
    
    
    7Section 3.03
    
    Proceedings
    
    
    8Section 3.04
    
    Quorum and Manner of Acting
    
    
    8Section 3.05
    
    Action by Telephonic Communications
    
    
    8Section 3.06
    
    Absent or Disqualified Members
    
    
    9Section 3.07
    
    Resignations
    
    
    9Section 3.08
    
    Removal
    
    
    9Section 3.09
    
    Vacancies
    
    
    9ARTICLE IVOFFICERSSection 4.01
    
    Number
    
    
    9Section 4.02
    
    Election
    
    
    9Section 4.03
    
    Salaries
    
    
    9Section 4.04
    
    Removal and Resignation; Vacancies
    
    
    9Section 4.05
    
    Authority and Duties of Officers
    
    
    10Section 4.06
    
    The President
    
    
    10Section 4.07
    
    The Vice President
    
    
    10Section 4.08
    
    The Secretary
    
    
    10Section 4.09
    
    The Treasurer
    
    
    11Section 4.10
    
    Additional Officers
    
    
    12Section 4.11
    
    Security
    
    
    12ARTICLE VCAPITAL STOCKSection 5.01
    
    Certificates of Stock, Uncertificated Shares
    
    
    12Section 5.02
    
    Signatures; Facsimile
    
    
    12Section 5.03
    
    Lost, Stolen or Destroyed Certificates
    
    
    13Section 5.04
    
    Transfer of Stock
    
    
    13Section 5.05
    
    Record Date
    
    
    13
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Section
    
    
    
    PageSection 5.06
    
    Registered Stockholders
    
    
    14Section 5.07
    
    Transfer Agent and Registrar
    
    
    14ARTICLE VIINDEMNIFICATIONSection 6.01
    
    Nature of Indemnity
    
    
    14Section 6.02
    
    Successful Defense
    
    
    15Section 6.03
    
    Determination That Indemnification Is Proper
    
    
    15Section 6.04
    
    Advance Payment of Expenses
    
    
    16Section 6.05
    
    Procedure for Indemnification of Directors and Officers
    
    
    16Section 6.06
    
    Survival; Preservation of Other Rights
    
    
    16Section 6.07
    
    Insurance
    
    
    17Section 6.08
    
    Severability
    
    
    17ARTICLE VIIOFFICESSection 7.01
    
    Registered Office
    
    
    17Section 7.02
    
    Other Offices
    
    
    17ARTICLE VIIIGENERAL PROVISIONSSection 8.01
    
    Dividends
    
    
    18Section 8.02
    
    Reserves
    
    
    18Section 8.03
    
    Execution of Instruments
    
    
    18Section 8.04
    
    Corporate Indebtedness
    
    
    18Section 8.05
    
    Deposits
    
    
    19Section 8.06
    
    Checks
    
    
    19Section 8.07
    
    Sale, Transfer, etc. of Securities
    
    
    19Section 8.08
    
    Voting as Stockholder
    
    
    19Section 8.09
    
    Fiscal Year
    
    
    19Section 8.10
    
    Seal
    
    
    19Section 8.11
    
    Books and Records; Inspection
    
    
    19
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Section
    
    
    
    PageARTICLE IXAMENDMENT OF BY-LAWSSection 9.01
    
    Amendment
    
    
    20ARTICLE XCONSTRUCTIONSection 10.01
    
    Construction
    
    
    20




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DOANE PET CARE COMPANY
 BY-LAWS
    Annual Meetings
 Special Meetings Class B Shares
 Notice of Meetings; Waiver




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Quorum
 Voting
 2




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Voting by Ballot
 Adjournment
 Proxies
 Organization; Procedure
 3




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Consent of Stockholders in Lieu of Meeting
    General Powers
 Number and Term of Office Voting Agreement
 Election of Directors Class B Stockholders
 4




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Annual and Regular Meetings
 Special Meetings; Notice
 Quorum; Voting
 Adjournment
 Action Without a Meeting
 5




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Regulations; Manner of Acting
 Action by Telephonic Communications
 Resignations
 Removal of Directors
 Vacancies and Newly Created Directorships
 Compensation
 Reliance on Accounts and Reports, etc
 6




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How Constituted
 Powers
     7




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Proceedings
 Quorum and Manner of Acting
 Action by Telephonic Communications
 8




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Absent or Disqualified Members
 Resignations
 Removal
 Vacancies
   Number
 Election
 Salaries
 Removal and Resignation; Vacancies
 9




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Authority and Duties of Officers
 The President
 The Vice President
 The Secretary
    10




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The Treasurer
     11




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Additional Officers
 Security
   Certificates of Stock, Uncertificated Shares
 Signatures; Facsimile
 12




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Lost, Stolen or Destroyed Certificates
 Transfer of Stock
 Record Date
  13




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Registered Stockholders
 Transfer Agent and Registrar
   Nature of Indemnity
 14




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1 2
 nolo contendere
 Successful Defense
 Determination That Indemnification Is Proper 1 2 3
 15




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4
 Advance Payment of Expenses
 Procedure for Indemnification of Directors and Officers
 Survival; Preservation of Other Rights
 16




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Insurance provided
 Severability
   Registered Office
 Other Offices
 17




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Dividends
  Reserves
 Execution of Instruments
 Corporate Indebtedness
 18




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Deposits
 Checks
 Sale, Transfer, etc. of Securities
 Voting as Stockholder
 Fiscal Year
 Seal
 Books and Records; Inspection
 19




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Amendment
     Construction
 20