AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       PIONEER NATURAL RESOURCES COMPANY

 

                 Pioneer Natural Resources Company, a corporation organized and

existing under the General Corporation Law of the State of Delaware (the

"Corporation"), does hereby certify as follows:

 

                 1.       The present name of the Corporation is Pioneer

Natural Resources Company and the name under which the Corporation was

originally incorporated is MXP Reincorporation Corp.

 

                 2.       The date of filing of the original Certificate of

Incorporation of the Corporation (the "Original Certificate") with the

Secretary of State of the State of Delaware is April 2, 1997.

 

                 3.       This Amended and Restated Certificate of

Incorporation of the Corporation (the "Amended and Restated Certificate") was

duly adopted in accordance with the provisions of Sections 242 and 245 of the

General Corporation Law of the State of Delaware.

 

                 4.       This Amended and Restated Certificate restates and

integrates and amends the Original Certificate to read in its entirety as

follows:

 

         FIRST:  The name of the corporation (the "Corporation") is Pioneer

Natural Resources Company.

 

         SECOND: The registered office of the Corporation in the State of

Delaware is located at Corporation Trust Center, 1209 Orange Street, in the

City of Wilmington, County of New Castle.  The name of the registered agent of

the Corporation at that address is The Corporation Trust Company.

 

         THIRD:  The purpose for which the Corporation is organized is to

engage in any and all lawful acts and activities for which corporations may be

organized under the General Corporation Law of the State of Delaware (the

"DGCL") and the Corporation shall have the power to perform all lawful acts and

activities.

 

         FOURTH: The Corporation will have perpetual existence.

 

         FIFTH:  The total number of shares of stock that the Corporation shall

have authority to issue is 600,000,000 shares of capital stock classified as

(i) 500,000,000 shares of common stock, par value $.01 per share ("Common

Stock") and (ii) 100,000,000 shares of preferred stock, par value $.01 per

share ("Preferred Stock").

 

         The designations and the powers, preferences, rights, qualifications,

limitations, and restrictions of the Preferred Stock and Common Stock are as

follows:

 

 

 

 

 

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         1.      Provisions Relating to the Preferred Stock.

 

                 (a)      The Preferred Stock may be issued from time to time

         in one or more series, the shares of each series to have any

         designations and powers, preferences, rights, qualifications,

         limitations and restrictions thereof, as are stated and expressed in

         this Article Fifth and in the resolution or resolutions providing for

         the issue of such series adopted by the board of directors of the

         Corporation as hereafter prescribed (a "Preferred Stock Designation").

 

                 (b)      Authority is hereby expressly granted to and vested

         in the board of directors of the Corporation to authorize the issuance

         of the Preferred Stock from time to time in one or more series, and

         with respect to each series of the Preferred Stock, to fix and state

         by the resolution or resolutions from time to time adopted providing

         for the issuance thereof the following:

 

                          (i)     whether or not the series is to have voting

                 rights, full, special or limited, or is to be without voting

                 rights, and whether or not such series is to be entitled to

                 vote as a separate class either alone or together with the

                 holders of one or more other classes or series of stock;

 

                          (ii)    the number of shares to constitute the series

                 and the designations thereof;

 

                          (iii)   the preferences and relative, participating,

                 optional, or other special rights, if any, and the

                 qualifications, limitations or restrictions thereof, if any,

                 with respect to any series;

 

                          (iv)    whether or not the shares of any series shall

                 be redeemable at the option of the Corporation or the holders

                 thereof or upon the happening of any specified event, and, if

                 redeemable, the redemption price or prices (which may be

                 payable in the form of cash, notes, securities or other

                 property), and the time or times at which and the terms and

                 conditions upon which such shares shall be redeemable and the

                 manner of redemption;

 

                          (v)     whether or not the shares of a series shall

                 be subject to the operation of retirement or sinking funds to

                 be applied to the purchase or redemption of such shares for

                 retirement, and, if such retirement or sinking fund or funds

                 are to be established, the periodic amount thereof, and the

                 terms and provisions relative to the operation thereof;

 

                          (vi)    the dividend rate, whether dividends are

                 payable in cash, stock of the Corporation or other property,

                 the conditions upon which and the times when such dividends

                 are payable, the preference to or the relation to the payment

                 of dividends

 

 

 

 

 

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<PAGE>   3

                 payable on any other class or classes or series of stock,

                 whether or not such dividends shall be cumulative or

                 noncumulative, and if cumulative, the date or dates from which

                 such dividends shall accumulate;

 

                          (vii)   the preferences, if any, and the amounts

                 thereof which the holders of any series thereof shall be

                 entitled to receive upon the voluntary or involuntary

                 dissolution of, or upon any distribution of the assets of, the

                 Corporation;

 

                          (viii)  whether or not the shares of any series, at

                 the option of the Corporation or the holder thereof or upon

                 the happening of any specified event, shall be convertible

                 into or exchangeable for the shares of any other class or

                 classes or of any other series of the same or any other class

                 or classes of stock, securities or other property of the

                 Corporation and the conversion price or prices or ratio or

                 ratios or the rate or rates at which such conversion or

                 exchange may be made, with such adjustments, if any, as shall

                 be stated and expressed or provided for in such resolution or

                 resolutions; and

 

                          (ix)    any other special rights and protective

                 provisions with respect to any series as the board of

                 directors of the Corporation may deem advisable.

 

                 (c)      The shares of each series of the Preferred Stock may

         vary from the shares of any other series thereof in any or all of the

         foregoing respects and in any other manner.  The board of directors of

         the Corporation may increase the number of shares of the Preferred

         Stock designated for any existing series by a resolution adding to

         such series authorized and unissued shares of the Preferred Stock not

         designated for any other series.  Unless otherwise provided in the

         Preferred Stock Designation, the board of directors of the Corporation

         may decrease the number of shares of the Preferred Stock designated

         for any existing series by a resolution subtracting from such series

         authorized and unissued shares of the Preferred Stock designated for

         such existing series, and the shares so subtracted shall become

         authorized, unissued and undesignated shares of the Preferred Stock.

 

         2.      Provisions Relating to the Common Stock.

 

                 (a)      The holders of shares of the Common Stock shall be

         entitled to vote upon all matters submitted to a vote of the common

         stockholders of the Corporation and shall be entitled to one vote for

         each share of the Common Stock held.

 

                 (b)      Subject to the prior rights and preferences, if any,

         applicable to shares of the Preferred Stock or any class or series

         thereof, and subject to the right of participation, if any, of the

         holders of the Preferred Stock in any dividends, the holders of shares

         of the Common Stock shall be entitled to receive such dividends

         (payable in cash, stock or otherwise) as may be declared thereon by

         the board of directors at any time and from time to time out of any

         funds of the Corporation legally available therefor.

 

 

 

 

 

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<PAGE>   4

                 (c)      In the event of any voluntary or involuntary

         liquidation, dissolution or winding-up of the Corporation, after

         distribution in full of the preferential amounts, if any, to be

         distributed to the holders of shares of the Preferred Stock or any

         class or series thereof, and subject to the right of participation, if

         any, of the holders of the Preferred Stock in any dividends, the

         holders of shares of the Common Stock shall be entitled to receive all

         of the remaining assets of the Corporation available for distribution

         to its stockholders, ratably in proportion to the number of shares of

         the Common Stock held by them.  A liquidation, dissolution or

         winding-up of the Corporation, as such terms are used in this

         Paragraph (c), 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 other entity or a sale, lease, exchange

         or conveyance of all or a part of the assets of the Corporation.

 

         3.      General.

 

                 (a)      Subject to the foregoing provisions of this

         Certificate of Incorporation, the Corporation may issue shares of its

         Preferred Stock and Common Stock from time to time for such

         consideration (not less than the par value thereof) as may be fixed by

         the board of directors of the Corporation, which is expressly

         authorized to fix the same in its absolute discretion subject to the

         foregoing conditions.  Shares so issued for which the consideration

         shall have been paid or delivered to the Corporation shall be deemed

         fully paid stock and shall not be liable to any further call or

         assessment thereon, and the holders of such shares shall not be liable

         for any further payments in respect of such shares.

 

                 (b)      The Corporation shall have authority to create and

         issue rights and options entitling their holders to purchase shares of

         the Corporation's capital stock of any class or series or other

         securities of the Corporation, and such rights and options shall be

         evidenced by instrument(s) approved by the board of directors of the

         Corporation.  The board of directors of the Corporation shall be

         empowered to set the exercise price, duration, times for exercise and

         other terms of such rights or options; provided, however, that the

         consideration to be received for any share of capital stock subject

         thereto shall not be less than the par value thereof.

 

                 (c)      No stockholder of the Corporation shall by reason of

         his or her holding shares of any class of capital stock of the

         Corporation have any preemptive or preferential right to acquire or

         subscribe for any additional, unissued or treasury shares (whether now

         or hereafter acquired) of any class of capital stock of the

         Corporation now or hereafter to be authorized, or any notes,

         debentures, bonds or other securities convertible into or carrying any

         right, option or warrant to subscribe for or acquire shares of any

         class of capital stock of the Corporation now or hereafter to be

         authorized, whether or not the issuance of any such shares or such

         notes, debentures, bonds or other securities would adversely affect

         the dividends or voting or other rights of that stockholder.

 

 

 

 

 

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<PAGE>   5

                 (d)      Cumulative voting of shares of any capital stock

         having voting rights is prohibited.

 

         SIXTH:  The number, classification, and terms of the board of

directors of the Corporation and the procedures to elect directors, to remove

directors, and to fill vacancies in the board of directors shall be as follows:

 

                 1.       The number of directors that shall constitute the

         whole board of directors shall from time to time be fixed exclusively

         by the board of directors by a resolution adopted by a majority of the

         members of the board of directors serving at the time of that vote.

         In no event shall the number of directors that constitute the whole

         board of directors be fewer than three or more than twenty-one.  No

         decrease in the number of directors shall have the effect of

         shortening the term of any incumbent director.  Directors of the

         Corporation need not be elected by written ballot unless the bylaws of

         the Corporation otherwise provide.

 

                 2.       The board of directors of the Corporation shall be

         divided into three classes designated Class I, Class II and Class III,

         respectively, and all as nearly equal in number as possible.   The

         initial term of office of directors of Class I shall expire at the

         first annual meeting of stockholders of the Corporation in 1998, of

         Class II shall expire at the second annual meeting of stockholders of

         the Corporation, and of Class III shall expire at the third annual

         meeting of stockholders of the Corporation, and in all cases as to

         each director until his successor is elected and qualified or until

         his earlier death, resignation or removal.  At each annual meeting of

         stockholders beginning with the annual meeting of stockholders in

         1998, each director elected to succeed a director whose term is then

         expiring shall hold his office until the third annual meeting of

         stockholders after his election and until his successor is elected and

         qualified or until his earlier death, resignation or removal.  If the

         number of directors that constitutes the whole board of directors is

         changed as permitted by this Article Sixth, the majority of the

         members of the board of directors serving at the time of the vote to

         make such change shall also fix and determine the number of directors

         comprising each class; provided, however, that any increase or

         decrease in the number of directors shall be apportioned among the

         classes as equally as possible.

 

                 3.       Vacancies in the board of directors resulting from

         death, resignation, retirement, disqualification, removal from office

         or other cause and newly-created directorships resulting from any

         increase in the authorized number of directors shall be filled by a

         majority vote of the remaining directors then in office, though less

         than a quorum, or by the sole remaining director, and each director so

         chosen shall receive the classification of the vacant directorship to

         which he or she has been appointed or, if it is a newly created

         directorship, shall receive the classification that at least a

         majority of the board of directors designates and shall hold office

         until the first meeting of stockholders held after his election for

         the purpose of electing directors of that classification and until his

         or her successor is elected and qualified or until his or her earlier

         death, resignation or removal from office.

 

 

 

 

 

                                       5

<PAGE>   6

                 4.       No director of any class of directors of the

         Corporation shall be removed before the expiration of that director's

         term of office except for cause and by an affirmative vote of the

         holders of not less than two-thirds in voting power of the outstanding

         shares entitled to vote thereon cast at the annual meeting of

         stockholders or at any special meeting of stockholders called for this

         purpose by a majority of the members of the board of directors serving

         at the time of that vote.

 

                 5.       Notwithstanding the foregoing, the election, removal

         and the filling of vacancies with respect to directors elected

         separately by any series of Preferred Stock shall be governed by the

         terms of the Preferred Stock Designation establishing such series.

 

                 6.       Notwithstanding any other provisions of this

         Certificate of Incorporation or any provision of law that might

         otherwise permit a lesser or no vote, but in addition to any

         affirmative vote of the holders of any particular class or series of

         the capital stock of the Corporation required by law or by this

         Certificate of Incorporation, the affirmative vote of the holders of

         not less than two-thirds in voting power of the shares of the

         Corporation then entitled to be voted in an election of directors,

         voting together as a single class, shall be required to amend or

         repeal or to adopt any provision inconsistent with, this Article

         Sixth.

 

         SEVENTH:         All of the power of the Corporation, insofar as it

may be lawfully vested by this Certificate of Incorporation in the board of

directors, is hereby conferred upon the board of directors of the Corporation.

In furtherance of and not in limitation of that power or the powers conferred

by law, (1) a majority of whole board of directors shall have the power to

adopt, amend, and repeal the bylaws of the Corporation; (2) the board of

directors may designate and appoint from among its members one or more

committees, and may designate one or more of its members as alternate members,

who may, subject to any limitations imposed by the board of directors, replace

absent or disqualified members at any meeting of such committee; (3) the

stockholders of the Corporation shall have no power to appoint or remove

directors as members of committees of the board of directors, nor to abrogate

the power of the board of directors to establish any such committees or the

power of any such committee to exercise the powers and authority of the board

of directors; (4) the stockholders of the Corporation shall have no power to

elect or remove officers of the Corporation nor to abrogate the power of the

board of directors to elect and remove officers of the Corporation; and (5)

notwithstanding any other provision of this Certificate of Incorporation or any

provision of law that might otherwise permit a lesser or no vote, but in

addition to any affirmative vote of the holders of any particular class or

series of the capital stock of the Corporation required by law or by this

Certificate of Incorporation, the bylaws of the Corporation shall not be

adopted, altered, amended or repealed by the stockholders of the Corporation

except in accordance with the provisions of the bylaws and by the vote of the

holders of not less than a majority in voting power of the outstanding shares

of stock then entitled to vote upon the election of directors, voting together

as a single class or such higher vote as is set forth in the bylaws.  The

bylaws of the Corporation shall not contain any provision inconsistent with

this Certificate of Incorporation.  Notwithstanding any other provisions of

this Certificate of Incorporation or any provision of law that might otherwise

permit a lesser or no vote, but in addition to any affirmative vote of the

holders of

 

 

 

 

 

                                       6

<PAGE>   7

any particular class or series of the capital stock of the Corporation required

by law or by this Certificate of Incorporation, the affirmative vote of the

holders of not less than two-thirds in voting power of the shares of the

Corporation then entitled to be voted in an election of directors, voting

together as a single class, shall be required to amend or repeal or to adopt

any provision inconsistent with, this Article Seventh.

 

         EIGHTH: No action required to be taken or that may be taken at any

meeting of common stock holders of the Corporation may be taken without a

meeting, and the power of common stockholders to consent in writing, without a

meeting, to the taking of any action is specifically denied.  Notwithstanding

any other provisions of this Certificate of Incorporation or any provision of

law that might otherwise permit a lesser or no vote, but in addition to any

affirmative vote of the holders of any particular class or series of the

capital stock of the Corporation required by law or by this Certificate of

Incorporation, the affirmative vote of the holders of not less than eighty

percent in voting power of the shares of the Corporation then entitled to be

voted in an election of directors, voting together as a single class, shall be

required to amend or repeal or to adopt any provision inconsistent with, this

Article Eighth.

 

         NINTH:  Special meetings of the common stockholders of the

Corporation, and any proposals to be considered at such meetings, may be called

and proposed exclusively by the board of directors, pursuant to a resolution

approved by a majority of the members of the board of directors serving at the

time of that vote, and no stockholder of the Corporation shall require the

board of directors to call a special meeting of common stockholders or to

propose business at a special meeting of common stockholders.  No business

proposed by a stockholder to be considered at an annual meeting of the common

stockholders (including the nomination of any person to be elected as a

director of the Corporation) shall be considered by the common stockholders at

that meeting unless, no later than sixty days before the annual meeting of

common stockholders or (if later) ten days after the first public notice of

that meeting is sent to common stockholders, the Corporation receives from the

stockholder proposing that business a written notice that sets forth (1) the

nature of the proposed business with reasonable particularity, including the

exact text of any proposal to be presented for adoption, and the reasons for

conducting that business at the annual meeting; (2) with respect to each such

stockholder, that stockholder's name and address (as they appear on the records

of the Corporation), business address and telephone number, residence address

and telephone number, and the number of shares of each class and series of

stock of the Corporation beneficially owned by that stockholder; (3) any

interest of the stockholder in the proposed business; (4) the name or names of

each person nominated by the stockholder to be elected or reelected as a

director, if any; and (5) with respect to each nominee, that nominee's name,

business address and telephone number, and residence address and telephone

number, the number of shares, if any, of each class and series of stock of the

Corporation owned beneficially by that nominee, and all information relating to

that nominee that is required to be disclosed in solicitations of proxies for

elections of directors or is otherwise required, pursuant to Regulation 14A

under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or

any provision of law subsequently replacing Regulation 14A), together with a

notarized letter signed by the nominee stating his or her acceptance of the

nomination by that stockholder, stating his or her intention to serve as

director if elected, and consenting to being

 

 

 

 

 

                                       7

<PAGE>   8

named as a nominee for director in any proxy statement relating to such

election. The person presiding at the annual meeting shall determine whether

business (including the nomination of any person as a director) has been

properly brought before the meeting and, if the facts so warrant, shall not

permit any business (or voting with respect to any particular nominee) to be

transacted that has not been properly brought before the meeting.

Notwithstanding any other provisions of this Certificate of Incorporation or

any provision of law that might otherwise permit a lesser or no vote, but in

addition to any affirmative vote of the holders of any particular class or

series of the capital stock of the Corporation required by law or by this

Certificate of Incorporation, the affirmative vote of the holders of not less

than two-thirds in voting power of the shares of the Corporation then entitled

to be voted in an election of directors, voting together as a single class,

shall be required to amend or repeal or to adopt any provision inconsistent

with, this Article Ninth.

 

         TENTH:  No contract or transaction between the Corporation and one or

more of its directors, officers or stockholders or between the Corporation and

any other person (as used herein "person" means a corporation, partnership,

association, firm, trust, joint venture, political subdivision or

instrumentality) or other organization in which one or more of its directors,

officers or stockholders are directors, officers or stockholders, or have a

financial interest, shall be void or voidable solely for this reason, or solely

because the director or officer is present at or participates in the meeting of

the board or committee which authorizes the contract or transaction, or solely

because his, her or their votes are counted for such purpose, if: (1) the

material facts as to his or her relationship or interest and as to the contract

or transaction are disclosed or are known to the board of directors or the

committee, and the board of directors or committee in good faith authorizes the

contract or transaction by the affirmative votes of a majority of the

disinterested directors, even though the disinterested directors be less than a

quorum; or (2) the material facts as to his or her relationship or interest and

as to the contract or transaction are disclosed or are known to the

stockholders entitled to vote thereon, and the contract or transaction is

specifically approved in good faith by vote of the stockholders; or (3) the

contract or transaction is fair as to the Corporation as of the time it is

authorized, approved or ratified by the board of directors, a committee

thereof, or the stockholders.  Interested directors may be counted in

determining the presence of a quorum at a meeting of the board of directors or

of a committee which authorizes the contract or transaction.

 

         ELEVENTH:

 

                 1.       In addition to any affirmative vote that may be

         required by law, the Certificate of Incorporation or the bylaws of the

         Corporation, and except as otherwise prohibited by law or expressly

         provided by Section 253 of the DGCL or expressly provided in paragraph

         2 of this Article Eleventh:

 

                          (a)     any merger, consolidation or share exchange

                 of the Corporation or any subsidiary of the Corporation with

                 (i) any Related Person or (ii) any other Person (whether or

                 not itself a Related Person) which is, or after such merger,

                 consolidation or share exchange would be, an Affiliate of a

                 Related Person; or

 

 

 

 

 

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<PAGE>   9

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

                 transfer or other disposition by the Corporation or any

                 subsidiary of the Corporation to any Related Person or any

                 Affiliate of any Related Person or by any Related Person or

                 any Affiliate of any Related Person to the Corporation or any

                 subsidiary of the Corporation, of any assets or properties

                 having an aggregate Fair Market Value of $10,000,000 or more;

                 or

 

                          (c)     any issuance or transfer by the Corporation

                 or any subsidiary of the Corporation of any securities of the

                 Corporation or any subsidiary of the Corporation to any

                 Related Person or any Affiliate of any Related Person (except

                 (i) pursuant to the exercise, exchange or conversion of

                 securities exercisable for, exchangeable for or convertible

                 into stock of the Corporation or any subsidiary of the

                 Corporation which securities were acquired by the Related

                 Person prior to becoming a Related Person, or (ii) pursuant to

                 a dividend or distribution paid or made, or the exercise,

                 exchange or conversion of securities exercisable for,

                 exchangeable for or convertible into stock of the Corporation

                 or subsidiary of the Corporation which security is

                 distributed, pro rata to all holders of a class or series of

                 stock of the Corporation subsequent to the time the Related

                 Person became such, and provided in the case of this clause

                 (ii) that there is not any increase of more than 1% in the

                 Related Person's proportionate share of the stock of any class

                 or series of the Corporation or of the Voting Stock of the

                 Corporation); or

 

                          (d)     any adoption of any plan or proposal by the

                 Corporation for the liquidation or dissolution of the

                 Corporation voluntarily caused or proposed by or on behalf of

                 a Related Person or any Affiliate of any Related Person; or

 

                          (e)     any reclassification of securities (including

                 any reverse stock split) or recapitalization of the

                 Corporation or any merger, consolidation or share exchange of

                 the Corporation with any of its subsidiaries or any other

                 transaction (whether or not with or into or otherwise

                 involving a Related Person) which has the effect, either

                 directly or indirectly, of increasing by more than 1% the

                 proportionate share of the outstanding stock of any class or

                 series or the securities convertible into stock of any class

                 or series of the Corporation or any subsidiary of the

                 Corporation which is Beneficially Owned by any Related Person

                 or any Affiliate of any Related Person or otherwise increasing

                 the voting power of the outstanding stock of the Corporation

                 or any subsidiary of the Corporation possessed by any such

                 Related Person or Affiliate; or

 

                          (f)     any series or combination of transactions

                 having, directly or indirectly, the same effect as any of the

                 foregoing; or

 

                          (g)     any agreement, contract or other arrangement

                 providing, directly or indirectly, for any of the foregoing,

 

 

 

 

 

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         shall require the affirmative vote of the holders of (x) not less than

         80% in voting power of the then outstanding Voting Stock held by

         stockholders voting together as a single class and (y) not less than

         66 2/3% in voting power of the then outstanding Voting Stock not

         Beneficially Owned, directly or indirectly, by any Related Person with

         respect to such Business Combination, voting together as a single

         class.  Subject to the applicability of paragraph 2, 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,

         elsewhere in the Certificate of Incorporation, in the bylaws of the

         Corporation or in any agreement with any national securities exchange

         or otherwise.

 

                 2.       The provisions of paragraph 1 shall not be applicable

         to any particular Business Combination, and such Business Combination

         shall require only such affirmative vote as is required by applicable

         law, any other provision of the Certificate of Incorporation other

         than this Article Eleventh, the bylaws of the Corporation and any

         agreement with a national securities exchange or otherwise, if all of

         the conditions specified in either of the following subparagraphs (a)

         and (b) are met:

 

                          (a)     the cash, property, securities or other

                 consideration to be received per share by holders of each and

                 every outstanding class or series of shares of the Corporation

                 in the Business Combination is, with respect to each such

                 class or series, either (i) the same in form and amount per

                 share as that paid by the Related Person in a tender offer in

                 which such Related Person acquired at least 50% of the

                 outstanding stock of such class or series and which was

                 consummated not more than one year prior to the date of such

                 Business Combination or (ii) not less in amount (as to cash)

                 or Fair Market Value (as to consideration other than cash) as

                 of the date of the determination of the Highest Per Share

                 Price (as to property, securities or other consideration) than

                 the Highest Per Share Price applicable to such class or series

                 of shares; provided; however that in the event of any Business

                 Combination in which the Corporation survives, any shares

                 retained by the holders thereof shall constitute consideration

                 other than cash for purposes of this subparagraph (a); or

 

                          (b)     at least a majority of the Continuing

                 Directors shall have expressly approved such Business

                 Combination either in advance of or subsequent to such Related

                 Person's having become a Related Person.

 

                 In the case of any Business Combination with a Related Person

         to which subparagraph (b) above does not apply, at least a majority of

         the Continuing Directors, promptly following the request of a Related

         Person, shall determine the Highest Per Share Price for each class or

         series of stock of the Corporation.  Such determination shall be

         announced not less than five days prior to the meeting at which

         holders of shares vote on the Business Combination.  Such

         determination shall be final, unless the Related Person becomes the

         Beneficial Owner of additional shares after the date of the earlier

         determination, in which case the Continuing

 

 

 

 

 

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<PAGE>   11

         Directors shall make a new determination as to the Highest Per Share

         Price for each class or series of shares prior to the consummation of

         the Business Combination.

 

                 A Related Person shall be deemed to have acquired a share at

         the time that such Related Person became the Beneficial Owner thereof.

         With respect to shares owned by Affiliates, Associates and other

         Persons whose ownership is attributable to a Related Person, if the

         price paid by such Related Person for such shares is not determinable

         by a majority of the Continuing Directors, the price so paid shall be

         deemed to be the higher of (i) the price paid upon the acquisition

         thereof by the Affiliate, Associate or other Person or (ii) the Share

         Price of the shares in question at the time when the Related Person

         became the Beneficial Owner thereof.

 

                 3.       For purposes of this Article Eleventh:

 

                          (a)     The term "Affiliate," used to indicate a

                 relationship to a specified Person, shall mean a Person that

                 directly or indirectly through one or more intermediaries,

                 controls, is controlled by, or is under common control with,

                 such specified Person.

 

                          (b)     The term "Associate," used to indicate a

                 relationship with a specified Person, shall mean (i) any

                 corporation, partnership or other organization (other than the

                 Corporation or any wholly owned subsidiary of the Corporation)

                 of which such specified Person is an officer or partner or is,

                 directly or indirectly, the Beneficial Owner of 10% or more of

                 any class of equity securities; (ii) any trust or other estate

                 in which such specified Person has a beneficial interest of

                 10% or more or as to which such specified Person serves as

                 trustee or in a similar fiduciary capacity; (iii) any Person

                 who is a director or officer of such specified Person or any

                 of its parents or subsidiaries (other than the Corporation or

                 any wholly owned subsidiary of the Corporation); and (iv) any

                 relative or spouse of such specified Person or of any of its

                 Associates or any relative of any such spouse, who has the

                 same home as such specified Person or such Associate.

 

                          (c)     A Person shall be a "Beneficial Owner" of any

                 shares of any class or series of capital stock of the

                 Corporation (i) which such Person or any of its Affiliates or

                 Associates beneficially owns, directly or indirectly; or (ii)

                 which such Person or any of its Affiliates or Associates has,

                 directly or indirectly, (A) the right or obligation to acquire

                 (whether such right or obligation is exercisable immediately

                 or only after the passage of time or the occurrence of any

                 event), pursuant to any agreement, arrangement or

                 understanding (whether or not in writing) or upon the exercise

                 of conversion rights, exchange rights, warrants or options, or

                 otherwise; provided, however, that a Person shall not be

                 deemed the beneficial owner of any stock tendered pursuant to

                 a tender or exchange offer made by such Person or any of such

                 Person's Affiliates or Associates until such tendered stock is

                 accepted for purchase or

 

 

 

 

 

                                       11

<PAGE>   12

                 exchange, or (B) the right to vote or dispose of, including

                 pursuant to any agreement, arrangement or understanding

                 (whether or not in writing); provided, however, that a Person

                 shall not be deemed the beneficial owner of any stock because

                 of such Person's right to vote such stock if the agreement,

                 arrangement or understanding to vote such stock arises solely

                 from a revocable proxy or consent given in response to a proxy

                 or consent solicitation made to ten or more Persons pursuant

                 to, and in accordance with, the applicable provisions of the

                 General Rules and Regulations under the Exchange Act; or (iii)

                 which is beneficially owned, directly or indirectly, by any

                 other Person (or any Affiliate or Associate thereof) with

                 which such Person or any of its Affiliates or Associates has

                 any agreement, arrangement or understanding (whether or not in

                 writing) for the purpose of acquiring, holding, voting or

                 disposing of such stock; or (iv) of which such Person would be

                 the Beneficial Owner pursuant to the terms of Rule 13d-3 of

                 the General Rules and Regulations under Exchange Act, as in

                 effect on June 26, 1997.

 

                          (d)     The term "Business Combination" shall mean

                 any transaction which is referred to in any one or more of

                 clauses (a) through (g) of paragraph 1 of this Article

                 Eleventh.

 

                          (e)     The term "Continuing Director" shall mean,

                 with respect to a Business Combination with a Related Person,

                 any director of the Corporation (i) who is unaffiliated with

                 the Related Person and (ii) who (A) became a director prior to

                 the time that the Related Person became a Related Person or

                 (B) was recommended or nominated to succeed a Continuing

                 Director by a majority of all then Continuing Directors,

                 acting separately or as a part of any action taken by the

                 board of directors or any committee thereof.  Without limiting

                 the generality of the foregoing, a director shall be deemed to

                 be affiliated with a Related Person if such director (i) is or

                 at any previous time has been an officer, director, employee

                 or general partner of such Related Person; (ii) is or at any

                 previous time has been an Affiliate or Associate of such

                 Related Person; (iii) is or at any previous time has been a

                 relative or spouse of such Related Person or of any such

                 officer, director, general partner, Affiliate or Associate;

                 (iv) performs services for, or is a member, employee, greater

                 than 5% stockholder or other equity owner of any organization

                 (other than the Corporation and its subsidiaries) which

                 performs services, for such Related Person or any Affiliate of

                 such Related Person or is a relative or spouse of any such

                 Person; or (v) was nominated for election as a director by

                 such Related Person.

 

                          (f)     The term "Fair Market Value" shall mean, in

                 the case of securities, the average of the closing sale prices

                 during the 30-day period immediately preceding the date in

                 question of such security on the principal United States

                 securities exchange registered under the Exchange Act on which

                 such security is listed (or the composite tape therefor) or,

                 if such securities are not listed on any such exchange, the

                 average of the closing bid quotations with respect to such

                 security during the 30-day period

 

 

 

 

 

                                       12

<PAGE>   13

                 preceding the date in question on the Nasdaq National Market

                 or any similar system then in use or, if no such quotations

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

                 of such security as determined in good faith by a majority of

                 the Continuing Directors; and in the case of property other

                 than cash or securities, the fair market value of such

                 property on the date in question as determined in good faith

                 by a majority of the Continuing Directors.

 

                          (g)     The term "Highest Per Share Price" shall mean

                 (i) as to any class or series of stock of which the Related

                 Person Beneficially Owns 10% or more of the outstanding

                 shares, the highest price that can be determined to have been

                 paid or agreed to be paid for any share or shares of that

                 class or series by such Related Person in a transaction that

                 either (A) resulted in such Related Person Beneficially Owning

                 10% or more thereof or (B) was effected at a time when such

                 Related Person Beneficially Owned more than 10% thereof, (ii)

                 as to any class or series of stock of which the Related Person

                 Beneficially Owns shares, but not more than 10% of the

                 outstanding shares, the highest price that can be determined

                 to have been paid or agreed to be paid at any time by such

                 Related Person for any share or shares of that class or series

                 that are then Beneficially Owned by such Related Person or

                 (iii) as to any other class or series of stock, the amount

                 determined by a majority of the Continuing Directors, on

                 whatever basis they believe is appropriate, to be the per

                 share price equivalent of the highest price that can be

                 determined to have been paid or agreed to be paid at any time

                 by the Related Person for any other class or series of stock.

                 In determining the Highest Per Share Price, all purchases by

                 the Related Person shall be taken into account regardless of

                 whether the shares were purchased before or after the Related

                 Person became a Related Person and the Highest Per Share Price

                 will be appropriately adjusted to take into account (W)

                 distributions paid or payable in stock, (X) subdivisions of

                 outstanding stock, (Y) combinations of shares of stock into a

                 smaller number of shares and (Z) similar events.

 

                          (h)     The term "Person" shall mean any individual,

                 corporation, limited liability company, association,

                 partnership, joint venture, trust, estate or other entity or

                 organization.

 

                          (i)     The term "Related Person" shall mean any

                 Person (other than the Corporation or any subsidiary of the

                 Corporation and other than any profit-sharing, employee

                 ownership or other employee benefit plan of the Corporation or

                 any subsidiary of the Corporation or any trustee of or

                 fiduciary with respect to any such plan when acting in such

                 capacity) who or which (i) is the Beneficial Owner of more

                 than 10% of the aggregate voting power of all outstanding

                 stock of the Corporation; 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 of more than 10% of the aggregate voting power of all

                 outstanding stock of the Corporation; or (iii) is an assignee

                 of or has otherwise succeeded to any shares of stock of the

                 Corporation

 

 

 

 

 

                                       13

<PAGE>   14

                 which were at any time within the two-year period immediately

                 prior to the date in question Beneficially Owned by any

                 Related Person, if such assignment or succession shall have

                 occurred in the course of a privately negotiated transaction

                 rather than an open market transaction.  For the purposes of

                 determining whether a Person is a Related Person, the number

                 of shares of any class or series deemed to outstanding shall

                 include shares of such class or series of which the Person is

                 deemed the Beneficial Owner, but shall not include any other

                 shares which may be issuable pursuant to any agreement,

                 arrangement or understanding, or upon exercise of conversion

                 rights, exchange rights, warrants or options, otherwise.

 

                          (j)     The term "Voting Stock" shall mean all

                 outstanding shares of capital stock of the Corporation

                 entitled to vote generally in the election of directors,

                 considered for the purpose of this Article Eleventh as one

                 class.  If the Corporation has shares of Voting Stock entitled

                 to more or less than one vote for any such share, each

                 reference in this Article Eleventh to a proportion or

                 percentage in voting power of Voting Stock shall be calculated

                 by reference to the portion or percentage of votes entitled to

                 be cast by the holders of such shares.

 

                 4.       Nothing contained in this Article ELEVENTH shall be

         construed to relieve any Related Person from any fiduciary obligation

         imposed by law.

 

                 5.       Notwithstanding any other provision of the

         Certificate of Incorporation (and notwithstanding that a lesser

         percentage may be specified by law), the affirmative vote of the

         holders of not less than 80% in voting power of the then outstanding

         Voting Stock held by stockholders, voting together as a single class,

         shall be required to amend or repeal or adopt any provisions

         inconsistent with, this Article Eleventh.

 

         TWELFTH:         The Corporation shall indemnify any person who was,

is, or is threatened to be made a party to a proceeding (as hereinafter

defined) by reason of the fact that he or she (1) is or was a director or

officer of the Corporation or (2) while a director or officer of the

Corporation, is or was serving at the request of the Corporation as a director,

officer, partner, venturer, proprietor, trustee, employee, agent or similar

functionary of another foreign or domestic corporation, limited liability

company, association, partnership, joint venture, sole proprietorship, trust,

employee benefit plan or other enterprise, entity or organization, to the

fullest extent permitted under the DGCL, as the same exists or may hereafter be

amended.  Such right shall be a contract right and as such shall run to the

benefit of any director or officer who is elected and accepts the position of

director or officer of the Corporation or elects to continue to serve as a

director or officer of the Corporation while this Article Twelfth is in effect.

Any repeal or amendment of this Article Twelfth shall be prospective only and

shall not limit the rights of any such director or officer or the obligations

of the Corporation with respect to any claim arising from or related to the

services of such director or officer in any of the foregoing capacities prior

to any such repeal or amendment to this Article Twelfth.  Such right shall

include the right to be paid by the Corporation expenses (including attorneys'

fees) incurred in defending any such proceeding in advance of its final

disposition to the

 

 

 

 

 

                                       14

<PAGE>   15

maximum extent permitted under the DGCL, as the same exists or may hereafter be

amended.  If a claim for indemnification or advancement of expenses hereunder

is not paid in full by the Corporation within sixty days after a written claim

has been received by the Corporation, the claimant may at any time thereafter

bring suit against the Corporation to recover the unpaid amount of the claim,

and, if successful in whole or in part, the claimant shall also be entitled to

be paid the expenses of prosecuting such claim.  It shall be a defense to any

such action that such indemnification is not permitted under the DGCL, but the

burden of proving such defense shall be on the Corporation.  Neither the

failure of the Corporation (including its board of directors or any committee

thereof, independent legal counsel or stockholders) to have made its

determination prior to the commencement of such action that indemnification of

the claimant is permissible in the circumstances nor an actual determination by

the Corporation (including its board of directors or any committee thereof,

independent legal counsel or stockholders) that such indemnification is not

permissible shall be a defense to the action or create a presumption that such

indemnification is not permissible.  In the event of the death of any person

having a right of indemnification under the foregoing provisions, such right

shall inure to the benefit of his or her heirs, executors, administrators, and

personal representatives.  The rights conferred above shall not be exclusive of

any other right which any person may have or hereafter acquire under any

statute, bylaw, resolution of stockholders or directors, agreement or

otherwise.

 

                 The Corporation may additionally indemnify any employee or

agent of the Corporation to the fullest extent permitted by law.

 

                 As used herein, the term "proceeding" means any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative, arbitrative or investigative, any appeal in such an action,

suit or proceeding, and any inquiry or investigation that could lead to such an

action, suit or proceeding.

 

         THIRTEENTH:      A director of the Corporation shall not be personally

liable to the Corporation or its stockholders for monetary damages for breach

of fiduciary duty as a director, except for liability (1) for any breach of the

directors duty of loyalty to the Corporation or its stockholders, (2) for acts

or omissions not in good faith or which involve intentional misconduct or

knowing violation of law, (3) under Section 174 of the DGCL, as the same exists

or as such provision may hereafter be amended, supplemented or replaced, or (4)

for any transaction from which the director derived an improper personal

benefit.  Any repeal or amendment of this Article Thirteenth by the

stockholders of the Corporation shall be prospective only, and shall not

adversely affect any limitation on the personal liability of a director of the

Corporation arising from an act or omission occurring prior to the time of such

repeal or amendment.  In addition to the circumstances in which a director of

the Corporation is not personally liable as set forth in the foregoing

provisions of this Article Thirteenth, a director shall not be liable to the

Corporation or its stockholders to such further extent as permitted by any law

hereafter enacted, including without limitation any subsequent amendment to the

DGCL.  Notwithstanding any other provisions of this Certificate of

Incorporation or any provision of law that might otherwise permit a lesser or

no vote, but in addition to any affirmative vote of the holders of any

particular class or series of the capital stock of the Corporation

 

 

 

 

 

                                       15

<PAGE>   16

required by law or by this Certificate of Incorporation, the affirmative vote

of the holders of not less than two-thirds in voting power of the shares of the

Corporation then entitled to be voted in an election of directors, voting

together as a single class, shall be required to amend or repeal or to adopt

any provision inconsistent with, this Article Thirteenth.

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

PIONEER NATURAL RESOURCES COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

 

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Pioneer Natural Resources Company, resolutions were adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and that said amendment should be presented to the stockholders of said corporation at the 2012 Annual Meeting of Stockholders for approval thereof.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the proposed amendment was presented to the stockholders of said corporation at its 2012 Annual Meeting of Stockholders duly called and held on the 17th day of May 2012 in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: That the resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing Article SIXTH thereof to read as follows:

SIXTH: The number, classification, and terms of the board of directors of the Corporation and the procedures to elect directors, to remove directors, and to fill vacancies in the board of directors shall be as follows:

1. The number of directors that shall constitute the whole board of directors shall from time to time be fixed exclusively by the board of directors by a resolution adopted by a majority of the members of the board of directors serving at the time of that vote. In no event shall the number of directors that constitute the whole board of directors be fewer than three or more than twenty-one. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Directors of the Corporation need not be elected by written ballot unless the bylaws of the Corporation otherwise provide.

2. Except as otherwise provided by this paragraph 2, until the election of directors at the annual meeting of stockholders in 2015, the board of directors of the Corporation shall be divided

1


into three classes designated Class I, Class II and Class III, respectively, and all as nearly equal in number as possible. Each director who is serving as a director immediately following the 2012 annual meeting of stockholders, or is thereafter elected or appointed a director, shall hold office until the expiration of the term for which he or she has previously been elected or appointed, and until his or her successor shall be duly elected and qualified, or until death, resignation or removal. At the 2013 annual meeting of stockholders, the successors of the class of directors whose terms expire at that meeting shall be elected for terms expiring at the 2014 annual meeting of stockholders. At the 2014 annual meeting of stockholders, the successors of the class of directors whose terms expire at that meeting shall be elected for terms expiring at the 2015 annual meeting of stockholders. At the 2015 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of stockholders. Until the election of directors at the annual meeting of stockholders in 2015, if the number of directors that constitutes the whole board of directors is changed as permitted by this Article Sixth, the majority of the members of the board of directors serving at the time of the vote to make such change shall also fix and determine the number of directors comprising each class.

3. Vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause and newly-created directorships resulting from any increase in the authorized number of directors shall be filled by a majority vote of the remaining directors then in office, though less than a quorum, or by the sole remaining director. Until the election of directors at the annual meeting of stockholders in 2015, each director chosen to fill a vacancy in the board of directors shall receive the classification of the vacant directorship to which he or she has been appointed or, if it is a newly created directorship, shall receive the classification that at least a majority of the board of directors designates and shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors of that classification and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal from office. From and after the annual meeting of stockholders in 2015, each director chosen to fill a vacancy in the board of directors shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal from office.

4. Until the election of directors at the annual meeting of stockholders in 2015, no director of any class of directors of the Corporation shall be removed before the expiration of that director’s term of office except for cause and by an affirmative vote of the holders of not less than two-thirds in voting power of the outstanding shares entitled to vote thereon cast at the annual meeting of stockholders or at any special meeting of stockholders called for this purpose by a majority of the members of the board of directors serving at the time of that vote.

2

 


 

5. Notwithstanding the foregoing, the election, removal and the filling of vacancies with respect to directors elected separately by any series of Preferred Stock shall be governed by the terms of the Preferred Stock Designation establishing such series.

 

6. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Certificate of Incorporation, until the election of directors at the annual meeting of stockholders in 2015, the affirmative vote of the holders of not less than two-thirds in voting power of the shares of the Corporation then entitled to be voted in an election of directors, voting together as a single class, shall be required to amend or repeal or to adopt any provision inconsistent with, this Article Sixth. From after the annual meeting of stockholders in 2015, the affirmative vote of the holders of not less than a majority in voting power of the shares of the Corporation then entitled to be voted in an election of directors, voting together as a single class, shall be required to amend or repeal or to adopt any provision inconsistent with, this Article Sixth.

IN WITNESS WHEREOF, Pioneer Natural Resources Company has caused this Certificate of Amendment to be signed by its Executive Vice President and General Counsel and attested by its Corporate Secretary, this 18th day of May, 2012.

 

 

PIONEER NATURAL RESOURCES COMPANY

By:

/s/ Mark S. Berg

Mark S. Berg, Executive Vice President and

General Counsel

 

 

ATTEST:

 

 

/s/ Mark H. Kleinman

Mark H. Kleinman, Corporate Secretary

 

 

[End]