Amended and Restated through November 4, 2003
LAZARE KAPLAN INTERNATIONAL INC.
(A Delaware Corporation)
1. CERTIFICATE REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to
have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board
of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the
corporation. Any and all signatures on any,such certificate may be facsimiles. In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to
have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of
any such certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a
share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of-the time when those
entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered or bearer form which