Exhibit 3.1

 

              RESTATED CERTIFICATE OF INCORPORATION

                                OF

                     FLEMING COMPANIES, INC.

 

 

                           ARTICLE ONE

 

          The name of the corporation is:

 

                     FLEMING COMPANIES, INC.

 

 

                           ARTICLE TWO

 

          The address of its registered office in the State of

Oklahoma is 735 First National Building, Oklahoma City, Oklahoma

73102, and the name of its registered agent at such address is

The Corporation Company.

 

 

                          ARTICLE THREE

 

          The period of existence of the corporation shall be of

perpetual duration.

 

 

                           ARTICLE FOUR

 

          The purposes for which the corporation is formed are:

 

          To engage in the business of procuring and distributing

food and related products, and to purchase, buy, sell, exchange,

produce, manufacture, process, export, import, handle, store,

distribute, and otherwise generally deal in any and all articles

of food, food products, and food supplies of all kinds, both at

wholesale and retail, and acquire, construct, maintain, operate,

buy, sell, and deal with stores selling such goods, wares, and

merchandise; to acquire, construct, establish, maintain, operate,

or sell or dispose of factories, plants, warehouses, machinery

and equipment, markets, stores, and gathering and delivery routes

and systems for such purposes.

 

          To engage in any lawful act or activity and to pursue

any lawful purpose for which a corporation may be formed under

the Business Corporation Act of Oklahoma.

 

          To act in and conduct any lawful business for profit at

such places and in such manner as its directors shall determine,

and in so doing enter into any general, special or limited

partnership as a general, special or limited partner; or into any

association or arrangement for sharing profits, union of inter

est, reciprocal concessions or transactions capable of being

conducted so as to benefit, directly or indirectly, the corporation;

 

          To raise or procure funds from other individuals,

firms, associations or corporations to be invested in any business

in which this corporation might engage, for and on behalf of

the parties investing such funds as individual owners or in one

or more joint ventures, general partnerships, limited partner

ships, syndicates or other associations or other corporations,

whether the corporation is or is not a co-owner, joint venturer,

associate, partner or shareholder in the business in which such

funds are levied;

 

          To guarantee, co-sign and be surety for the debts, dues

and obligations of its subsidiaries, affiliates, parent corpora-

tions, shareholders, partners, whether general, special or

limited, joint co-adventurers, co-tenants, and any other persons,

firms or corporations, to obtain a loan commitment or contract

which will beneficially affect this corporation or its shareholders;

provided, it shall not be the purpose of this corporation to

transact a business of insurance or to do any act prohibited by

law to a business corporation;

 

          The objects and purposes specified in the foregoing

clauses shall, except where otherwise expressed, be in no wise

limited or restricted by reference to, or inference from the

terms of any other clause in this or any other article of this

Certificate of Incorporation, but the objects and purposes

specified in each of the foregoing clauses of this article shall

be regarded as independent powers as well as objects and purposes

and the enumeration of specific powers, objects and purposes is

in addition to and not in limitation of the powers conferred by

the provisions of the Oklahoma General Corporation Act.

 

 

                           ARTICLE FIVE

 

          The aggregate number of shares of all classes of stock

which the corporation shall have authority to issue is one

hundred two million shares (102,000,000) of which two million

(2,000,000) are to be Preferred Stock of a par value of $10.00

per share, and one hundred million shares (100,000,000) are to be

common stock with a par value of $2.50 per share. The designation

of each class, the number of shares of each class, and the par

value of each class are as follows:

 

                               Number         Par

          Class               of Shares      Value

          -----               ---------      -----

 

          Preferred Stock     2,000,000      $10.00

          Common Stock      100,000,000      $ 2.50

 

          The preferences, qualifications, limitations, restric-

tions and special or relative rights in respect of the shares of

each class are as follows:

 

          Division A - Preferred Stock.  Shares of the Preferred

Stock may be issued from time to time in one or more series,

shares of each series to have such voting powers, full or lim

ited, or no voting powers, and such designations, preferences and

relative, participating, option or other special rights, and

qualifications, limitations or restrictions thereof, as shall be

stated and expressed herein or in a resolution or resolutions

providing for the issue of such series adopted by the Board of

Directors of the Corporation.  The Board of Directors of the

Corporation is hereby expressly authorized, subject to the

limitations provided by law, to establish and designate series of

the Preferred Stock, to fix the number of shares constituting

each series, and to fix the designations of the relative powers,

rights, preferences and limitations of the shares of each series

and the variation and variations in the relative powers, rights,

preferences and limitations as between series, and to increase

and to decrease the number of shares constituting each series.

Subject to the limitations imposed herein and by law, the author

ity of the Board of Directors of the Corporation with respect to

each series shall include but not be limited to the authority to

determine the following: (i) the designation and number of shares

constituting each series; (ii) the dividend rate payable on each

series and whether such dividends are cumulative or

noncumulative; (iii) the voting rights, if any, with respect to

each series; (iv) the redemption rights, if any, with respect to

each series; (v) the creation, if any, of a sinking fund with

respect to each series: (vi) the conversion rights, if any, with

respect to each series; (vii) the preference rights upon

liquidation or dissolution; (viii) the relative priority of the

shares of each series to shares of other classes or series with

respect to dividends or other dissolution of or the distribution

of the assets of the corporation; and (ix) any other rights and

qualifications, preferences and limitations or restrictions of

the shares of each series.

 

          Division B - Common Stock.  Each share of Common Stock

of the Corporation shall be equal in all respects to each other

share. The holders of Common Stock shall be entitled to one vote

for each share of Common Stock held with respect to all matters

as to which the Common Stock is entitled to be voted. Except as

otherwise required by law, the holders of Common Stock shall vote

together with the holders of shares of Preferred Stock, if any

have been issued, and all series thereof who are entitled to

vote, and not separately by class.

 

          Subject to the preferential and other dividend rights,

if any, applicable to the shares of Preferred Stock, the holders

of the Common Stock shall be entitled to receive such dividends

(payable in cash, stock or otherwise) as may be declared on the

Common Stock by the Board of Directors at any time or from time

to time out of any funds legally available therefor.

 

          In the event of any voluntary or involuntary

liquidation, dissolution or winding up of the Corporation, after

distribution in full of the preferential and/or other amounts to

be distributed to the holders of the shares of Preferred Stock,

if any shall have been issued, the holders of Common Stock shall

be entitled to receive all of the remaining assets of the

Corporation available for distribution to its shareholders,

ratably in proportion to the number of shares of Common Stock

held by them.  A liquidation, dissolution or winding up of the

Corporation, as such terms are used in this subparagraph, shall

not be deemed to be occasioned by or to include any consolidation

or merger of the Corporation with or into any other corporation

or corporations or a sale, lease, or conveyance of all or a part

of the assets of the Corporation or any liquidation, dissolution

and/or winding up of the Corporation in connection therewith.

 

 

                           ARTICLE SIX

 

          The amount of stated capital with which the corporation

will begin business is $500.00, which has been fully paid in.

 

 

                          ARTICLE SEVEN

 

          The number and class of shares to be allotted by the

corporation before it shall begin business and the consideration

to be received by the corporation therefor, are:

 

                                              Consideration to be

Class of Shares        Number of Shares        Received Therefor

---------------        ----------------        -----------------

 

Common                        200                 $500.00

 

 

                          ARTICLE EIGHT

 

          The business and affairs of the corporation shall be

managed by or under the direction of a board of directors

consisting of not less than three directors or more than twenty

directors, the exact number of directors to be determined from

time to time solely by resolution adopted by the board of

directors.  Until the annual meeting of shareholders in 2002, the

directors shall be divided into three classes, as nearly equal in

number as possible, consisting initially of three, three and

three directors.  Each director elected prior to the effective

date of this Article Eight shall serve for the full term for

which he or she was elected, such that the term of each director

elected at the 1997 annual meeting shall end at the annual

meeting in 2000, the term of each director elected at the 1998

annual meeting shall end at the annual meeting in 2001, and the

term of each director elected at the 1999 annual meeting shall

end at the annual meeting in 2002.  After the 1999 annual

meeting, directors chosen to fill vacancies in the board of

directors resulting from any increase in the number of directors

or from death, resignation, disqualification or removal shall

hold office for a term expiring at the annual meeting of

shareholders at which the term of office for which they have been

elected expires; provided that vacancies on the board of

directors resulting from any increase in the number of directors

shall be allocated among the remaining classes of directors at

the time such increase occurs.  Commencing with the annual

meeting in 2002, the foregoing classification of the board of

directors shall cease, and all directors shall be of one class

and serve for a term ending at the annual meeting following the

annual meeting at which the director was elected.  In no case

shall a decrease in the number of directors shorten the term of

any incumbent director.  Each director shall hold office after

the annual meeting at which his or her term is scheduled to end

until his or her successor shall be elected and shall qualify,

subject, however, to prior death, resignation, disqualification

or removal from office.  Any newly created directorship resulting

from an increase in the number of directors or any vacancy that

may occur before the next annual election of directors may be

filled by a majority of the directors then in office, even if

less than a quorum, or by a sole remaining director.

 

 

                           ARTICLE NINE

 

          For the regulation of the internal affairs of the

corporation, it is provided as follows:

 

          Authority to adopt, amend, alter, repeal or readopt

bylaws for the government of the corporation is, subject to the

right of the shareholders to alter or repeal such bylaws, hereby

vested in the board of directors.

 

          No right to dissent shall exist in behalf of any

shareholders as to all or any corporate action if such action be

approved by the vote or written consent of the holders of at

least ninety percent (90%) of all outstanding shares of the

corporation, or in behalf of the holders of the shares of any

class or classes if such corporation action be approved by the

written consent of the holders of at least ninety percent (90%)

of all outstanding shares and of at least three-fourths (3/4) of

the shares of such class or classes.

 

 

                           ARTICLE TEN

 

          Section 1.  Vote Required for Certain Business Combina-

tions.

 

          A.  Higher Vote for Certain Business Combinations.  In

addition to any affirmative vote required by law, this

Certificate of Incorporation or otherwise, and except as

otherwise expressly provided in Section 2 of this Article Ten:

 

              (i) any merger or consolidation of the Corporation

          or any Subsidiary (as hereinafter defined) with (a) any

          Interested Shareholder (as hereinafter defined) or (b)

          any other corporation (whether or not itself an

          Interested Shareholder) which is, or after such merger

          or consolidation would be, an Affiliate (as hereinafter

          defined) of an Interested Shareholder; or

 

              (ii) any sale, lease, exchange, mortgage, pledge,

          transfer or other disposition (in one transaction or a

          series of transactions) to or with any Interested

          Shareholder or any Affiliate of any Interested Share-

          holder of any assets of the Corporation or any

          Subsidiary having an aggregate Fair Market Value (as

          hereinafter defined) of $1,000,000 or more; or

 

              (iii) the issuance or transfer by the Corporation

          or any Subsidiary (in one transaction or a series of

          transactions) of any securities of the Corporation or

          any Subsidiary (other than pursuant to any stock option

          or similar plans now in effect or hereafter adopted by

          the Corporation and approved by vote of the

          shareholders of the Corporation solicited substantially

          in accordance with the rules and regulations then in

          effect under Section 14 of the Securities Exchange Act

          of 1934) to any Interested Shareholder or any Affiliate

          of any Interested Shareholder in exchange for cash,

          securities or other property (or a combination thereof)

          having an aggregate Fair Market Value of $2,000,000 or

          more; or

 

              (iv) the adoption of any plan or proposal for the

          liquidation or dissolution of the Corporation proposed

          by or on behalf of any Interested Shareholder or any

          Affiliate of any Interested Shareholder; or

 

              (v) any reclassification of securities (including

          any reverse stock split), or recapitalization of the

          Corporation, or any merger or consolidation of the

          Corporation with any of its Subsidiaries or any other

          transaction with any of its Subsidiaries or any other

          transaction (whether or not with or into or otherwise

          involving an Interested Shareholder) which has the

          effect, directly or indirectly, of increasing the

          proportionate share of the outstanding shares of any

          class of equity or convertible securities of the

          Corporation or any Subsidiary which is directly or

          indirectly owned by any Interested Shareholder or any

          Affiliate of any Interested Shareholder;

 

shall require the affirmative vote of the holders of at least 80%

of the voting power of the then outstanding shares of capital

stock of the Corporation entitled to vote generally in the

election of directors (the "Voting Stock"), including the holders

of at least 80% of the outstanding Common Stock not held by

Interested Shareholders, voting together as a single class. Such

affirmative vote shall be required notwithstanding the fact that

no vote may be required, or that a lesser percentage may be

specified, by law or in any agreement with any national

securities exchange or otherwise.

 

          B.  Definition of "Business Combination".  The term

"Business Combination" as used in this Article Ten shall mean any

transaction that is referred to in any one or more of clauses (i)

through (v) of paragraph A of this Section 1.

 

          Section 2.  When Higher Vote is Not Required.  The

provisions of Section 1 of this Article Ten shall not be

applicable to any particular Business Combination, and such

Business Combination shall require only such affirmative vote as

is required by law and any other provision of this Certificate of

Incorporation, if all of the conditions specified in either of

the following paragraphs A and B are met:

 

          A.  Approval by Continuing Directors.  The Business

Combination shall have been approved by three-fourths (3/4) of

the Continuing Directors (as hereinafter defined).

 

          B.   Price and Procedure Requirements.  All of the

following conditions shall have been met:

 

               (i) The aggregate amount of cash and the Fair

          Market Value as of the date of the consummation of the

          Business Combination of consideration other than cash

          to be received per share by holders of Common Stock in

          such Business Combination shall be at least equal to

          the highest of the following:

 

                   (a) (if applicable) the highest per share

               price (including any brokerage commissions,

               transfer taxes and soliciting dealers' fees) paid

               by the Interested Shareholder for any shares of

               Common Stock acquired by it (1) within the

               two-year period immediately prior to the first

               public announcement of the proposal of the

               Business Combination (the "Announcement Date") or

               (2) in the transaction in which it became an

               Interested Shareholder (the date of such

               transaction being referred to herein as the

               "Determination Date"), whichever is higher; or

 

                    (b) the Fair Market Value per share of Common

               Stock on the Announcement Date or the

               Determination Date, whichever is higher.

 

               (ii) The aggregate amount of the cash and the Fair

          Market Value as of the date of the consummation of the

          Business Combination of consideration other than cash

          to be received per share by holders of shares of any

          other class of outstanding Voting Stock shall be at

          least equal to the highest of the following (it being

          intended that the requirements of this paragraph B(ii)

          shall be required to be met with respect to every class

          of outstanding Voting Stock, whether or not the

          Interested Shareholder has previously acquired any

          shares of a particular class of Voting Stock):

 

                   (a) (if applicable) the highest per share

               price (including any brokerage commissions,

               transfer taxes and soliciting dealers' fees) paid

               by the Interested Shareholder for any shares of

               such class of Voting Stock acquired by it (1)

               within the two-year period immediately prior to

               the Announcement Date or (2) in the transaction in

               which it became an Interested Shareholder, which-

               ever is higher;

 

                   (b) (if applicable) the highest preferential

               amount per share to which the holders of shares of

               such class of Voting Stock are entitled in the

               event of any voluntary or involuntary liquidation,

               dissolution or winding up of the Corporation; or

 

                   (c) the Fair Market Value per share of such

               class of Voting Stock on the Announcement Date or

               on the Determination Date, whichever is higher.

 

               (iii) The consideration to be received by holders

          of a particular class of outstanding Voting Stock

          (including Common Stock) shall be in cash or in the

          same form as the Interested Shareholder has previously

          paid for the largest number of shares of such class of

          Voting Stock.

 

               (iv) After such Interested Shareholder has become

          an Interested Shareholder and prior to the consummation

          of such Business Combination: (a) except as approved by

          three-fourths (3/4) of the Continuing Directors, there

          shall have been no failure to declare and pay at the

          regular date therefor any full quarterly dividends

          (whether or not cumulative) on any outstanding

          Preferred Stock; (b) there shall have been (1) no

          reduction in the annual rate of dividends, if any, paid

          on the Common Stock (except as necessary to reflect any

          subdivision of the Common Stock), except as approved by

          three-fourths (3/4) of the Continuing Directors, and

          (2) no failure to increase the annual rate of dividends

          as necessary to reflect any reclassification (including

          any reverse stock split), recapitalization,

          reorganization or any similar transaction which has the

          effect of reducing the number of outstanding shares of

          the Common Stock, unless the failure so to increase

          such annual rate is approved by three-fourths (3/4) of

          the Continuing Directors; and (c) such Interested

          Shareholder shall have not become the beneficial owner

          of any additional shares of Voting Stock except as part

          of the transaction which results in such Interested

          Shareholder becoming an Interested Shareholder.

 

                (v) After such Interested Shareholder has become

          an Interested Shareholder, such Interested Shareholder

          shall not have received the benefit, directly or

          indirectly (except proportionately as a shareholder),

          of any loans, advances, guarantees, pledges or other

          financial assistance or any tax credits or other tax

          advantages provided by the Corporation, whether in

          anticipation of or in connection with such Business

          Combination or otherwise.

 

               (vi) A proxy or information statement, describing

          the proposed Business Combination and complying with

          the requirements of the Securities Exchange Act of 1934

          and the rules and regulations thereunder (or any

          subsequent provisions replacing such Act, rules or

          regulations) shall be prepared and mailed by the

          Corporation, at the expense of the Interested

          Shareholder, to public shareholders of the Corporation

          at least 30 days prior to the meeting at which such

          Business Combination will be voted upon (whether or not

          such proxy or information statement is required to be

          mailed pursuant to such Act or subsequent provisions).

 

          If the conditions of paragraph B(i)-(v) of this Section

have been met, then the provisions of Section 1 of this Article

Ten shall not be applicable as to the approval of such Business

Combination.  If any of such conditions have not been met, then

Section 1 of this Article Ten shall be applicable.

 

          Section 3.  Certain Definitions.  For the purposes of

this Article Ten:

 

          A.  A "person" shall mean any individual, firm,

corporation or other entity.

 

          B.  "Interested Shareholder" shall mean any person

(other than the Corporation or any Subsidiary) who or which:

 

              (i) is the beneficial owner, directly or

          indirectly, of more than 10% of the voting power of the

          outstanding Voting Stock; or

 

              (ii) is an Affiliate of the Corporation and at any

          time within the two-year period immediately prior to

          the date in question was the beneficial owner, directly

          or indirectly, of 10% or more of the voting power of

          the then outstanding Voting Stock; or

 

              (iii) is an assignee of or has otherwise succeeded

          to any shares of Voting Stock that were at any time

          within the two-year period immediately prior to the

          date in question owned beneficially by any Interested

          Shareholder, if such assignment or succession shall

          have occurred in the course of a transaction or series

          of transactions not involving a public offering within

          the meaning of the Securities Act of 1933.

 

          C.  A person shall be a "beneficial owner" of any

Voting Stock:

 

              (i) which such person or any of its Affiliates or

          Associates (as hereinafter defined) owns beneficially,

          directly or indirectly; or

 

              (ii) which such person or any of its Affiliates or

          Associates has (a) the right to acquire (whether such

          right is exercisable immediately or only after the

          passage of time), pursuant to any agreement,

          arrangement or understanding or upon the exercise of

          conversion rights, exchange rights, warrants or

          options, or otherwise, or (b) the right to vote

          pursuant to any agreement, arrangement or

          understanding; or

 

              (iii) which are owned beneficially, directly or

          indirectly, by any other person with which such person

          or any of its Affiliates or Associates has any

          agreement, arrangement or understanding for the purpose

          of acquiring, holding, voting or disposing of any

          shares of Voting Stock.

 

          D.  For the purposes of determining whether a person is

an Interested Shareholder pursuant to paragraph B of this Section

3, the number of shares of Voting Stock deemed to be outstanding

shall include shares deemed owned through application of

paragraph C of this Section 3 but shall not include any other

shares of Voting Stock which may be issuable pursuant to any

agreement, arrangement or understanding, or upon exercise of

conversion rights, warrants or options, or otherwise.

 

          E.  "Affiliate" or "Associate" shall have the

respective meanings ascribed to such terms in Rule 12b-2 of the

General Rules and Regulations under the Securities Exchange Act

of 1934, as in effect on December 31, 1984.

 

          F.  "Subsidiary" means any corporation of which a

majority of any class of equity security is owned, directly or

indirectly, by the Corporation; provided, however, that for the

purposes of the definition of Interested Shareholder set forth in

paragraph B of this Section 3, the term "Subsidiary" shall mean

only a corporation of which a majority of each class of equity

security is owned, directly or indirectly, by the Corporation.

 

          G.  "Continuing Director" means any member of the Board

of Directors of the Corporation (the "Board") who is unaffiliated

with the Interested Shareholder and was a member of the Board

prior to the time that the Interested Shareholder became an

Interested Shareholder, and any successor of a Continuing

Director who is unaffiliated with the Interested Shareholder and

is recommended to succeed a Continuing Director by a majority of

Continuing Directors then on the Board.

 

          H.  "Fair Market Value" means:  (i) in the case of

stock, the highest closing sale price during the 30-day period

ending on the date in question of a share of such stock on the

Composite Tape for New York Stock Exchange-Listed Stocks, or, if

such stock is not quoted on the Composite Tape, on the New York

Stock Exchange, or, if such stock is not listed on such Exchange,

on the principal United States securities exchange registered

under the Securities Exchange Act of 1934 on which such stock is

listed, or, if such stock is not listed on any such exchange, the

highest closing bid quotation with respect to a share of such

stock during the 30-day period ending on the date in question on

the National Association of Securities Dealers, Inc. Automated

Quotations System or any system then in use, or if no such

quotations are available, the fair market value on the date in

question of a share of such stock as determined by the Board in

good faith; and (ii) in the case of property other than cash or

stock, the fair market value of such property on the date in

question as determined by the Board in good faith.

 

          I.  In the event of any Business Combination in which

the Corporation survives, the phrase "other consideration to be

received" as used in paragraphs B(i) and (ii) of Section 2 of

this Article Ten shall include the shares of Common Stock and/or

the shares of any other class of outstanding Voting Stock

retained by the holders of such shares.

 

          Section 4.  Powers of Continuing Directors.  The

Continuing Directors of the Corporation shall have the power and

duty to determine for the purposes of this Article Ten, on the

basis of information known to them after reasonable inquiry, (A)

whether a person is an Interested Shareholder, (B) the number of

shares of Voting Stock owned beneficially by any person, (C)

whether a person is an Affiliate or Associate of another and (D)

whether the assets that are the subject of any Business

Combination have an aggregate Fair Market Value of $1,000,000 or

more, or the consideration to be received for the issuance or

transfer of securities by the Corporation or any Subsidiary in

any Business Combination has an aggregate Fair Market Value of

$2,000,000 or more.

 

 

                          ARTICLE ELEVEN

 

          Section 1.  Prevention of "Greenmail".  Any direct or

indirect purchase or other acquisition by the Corporation of any

Equity Security (as hereinafter defined) of any class from any

Interested Securityholder (as hereinafter defined) who has

beneficially owned such securities for less than two years prior

to the date of such purchase or any agreement in respect thereof

shall, except as hereinafter expressly provided, require the

affirmative vote of the holders of at least a majority of the

voting power of the then outstanding shares of capital stock of

the Corporation entitled to vote generally in the election of

directors (the "Voting Stock"), voting together as a single class

(it being understood that for the purposes of this Article

Eleven, each share of the Voting Stock shall have the number of

votes granted to it pursuant to Article Five of this Certificate

of Incorporation). Such affirmative vote shall be required

notwithstanding the fact that no vote may be required, or that a

lesser percentage may be specified, by law or any agreement of

any national securities exchange, or otherwise, but no such

affirmative vote shall be required with respect to any purchase

or other acquisition of securities made as part of a tender or

exchange offer by the Corporation to purchase securities of the

same class made on the same terms to all holders of such

securities and complying with the applicable requirements of the

Securities Exchange Act of 1934 and the rules and regulations

thereunder (or any subsequent provisions replacing such Act,

rules or regulations).

 

          Section 2.  Certain Definitions.  For the purposes of

this Article Eleven:

 

          A.  A "person" shall mean any individual, firm,

corporation or other entity.

 

          B.  "Interested Securityholder" shall mean any person

(other than the corporation or any Subsidiary) who or which:

 

              (i) is the beneficial owner, directly or

          indirectly, of 5% or more of the class of securities to

          be acquired; or

 

              (ii) is an Affiliate of the Corporation and at any

          time within the two-year period immediately prior to

          the date in question was the beneficial owner, directly

          or indirectly, of 5% or more of the class of securities

          to be acquired; or

 

              (iii) is an assignee of or has otherwise succeeded

          to any shares of the class of securities to be acquired

          which were at any time within the two-year period

          immediately prior to the date in question beneficially

          owned by an Interested Security-holder, if such assign-

          ment or succession shall have occurred in the course of

          a transaction or transactions not involving a public

          offering within the meaning of the Securities Act of

          1933.

 

          C.  A person shall be a "beneficial owner" of any

security of any class of the Corporation:

 

              (i) which such person or any of its Affiliates or

          Associates (as hereinafter defined) beneficially owns,

          directly or indirectly; or

 

              (ii) which such person or any of its Affiliates or

          Associates has (a) the right to acquire (whether such

          right is exercisable immediately or only after the

          passage of time), pursuant to any agreement,

          arrangement or understanding or upon the exercise of

          conversion rights, exchange rights, warrants or

          options, or otherwise, or (b) any right to vote

          pursuant to any agreement, arrangement or

          understanding; or

 

              (iii) which are beneficially owned, directly or

          indirectly, by any other person with which such person

          or any of its Affiliates or Associates has any

          agreement, arrangement or understanding for the purpose

          of acquiring, holding, voting or disposing of any

          security of any class of the Corporation.

 

          D.  For the purposes of determining whether a person is

an "Interested Securityholder" pursuant to paragraph B of this

Section 2, the relevant class of securities outstanding shall be

deemed to comprise all such securities deemed owned through

application of paragraph C of this Section 2, but shall not

include other securities of such class which may be issuable

pursuant to any agreement, arrangement or understanding, or upon

exercise of conversion rights, warrants or options, or otherwise.

 

          E.  "Affiliate" or "Associate" shall have the

respective meanings ascribed to such terms in Rule 12b-2 of the

General Rules and Regulations under the Securities Exchange Act

of 1934, as in effect on January 1, 1985.

 

          F.  "Equity Security" shall have the meaning ascribed

to such term in Section 3(a)(11) of the Securities Exchange Act

of 1934, as in effect on January 1, 1985.

 

 

                          ARTICLE TWELVE

 

          Notwithstanding any other provision of this Certificate

of Incorporation or the By-Laws of the Corporation (and notwith-

standing the fact that a lesser percentage may be specified by

law, this Certificate of Incorporation or the By-Laws of the

Corporation), the affirmative vote of the holders of 80% or more

of the voting power of the shares of the then outstanding Voting

Stock (as defined in Article Ten of this Certificate of

Incorporation), voting together as a single class, shall be

required to amend or repeal, or adopt any provisions inconsistent

with, Article Ten and Article Eleven of this Certificate of

Incorporation; provided, however, that if not less than

three-fourths (3/4) of the entire Board of Directors shall adopt

a resolution setting forth a proposed amendment hereto and

directing that it be submitted to a vote at a meeting of

shareholders, then such amendment shall be approved upon

receiving the affirmative vote of a majority of all of the votes

entitled to be cast by the outstanding capital stock of the

Corporation.

 

 

                         ARTICLE THIRTEEN

 

          No director of the Corporation shall be liable to the

Corporation or its shareholders for monetary damages for breach

of fiduciary duty as a director, except for liability (i) for any

breach of the director's duty of loyalty to the Corporation or

its shareholders, (ii) for acts or omissions not in good faith or

which involve intentional misconduct or which he knows to be a

violation of law, (iii) under Section 1053 of the Oklahoma

General Corporation Act, or (iv) for any transaction from which

the director derived an improper personal benefit.