EXHIBIT 3.A

 

                  SECOND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             PLAINS RESOURCES INC.

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     The undersigned, being the President and Secretary of Plains Resources Inc.

(the "Corporation") a corporation organized and existing under the laws of the

State of Delaware, do hereby state and certify that:  (i) the name of the

Corporation is Plains Resources Inc.; (ii) the Corporation was originally

incorporated under the name of Alifin Resources Inc. under the original

Certificate of Incorporation filed with the Secretary of State of Delaware on

September 10, 1976; (iii) on November 9, 1995, the Board of Directors of the

Corporation duly adopted this Second Restated Certificate of Incorporation

without a vote of stockholders in accordance with the provisions of Section 245

of the General Corporation Law of the State of Delaware; (iv) this Second

Restated Certificate of Incorporation only restates and integrates and does not

further amend the provisions of the Corporation's Certificate of Incorporation

as heretofore amended or supplemented, and there is no discrepancy between those

provisions and the provisions of this Second Restated Certificate of

Incorporation; and (v) the text of the Certificate of Incorporation of the

Corporation as heretofore amended or supplemented is hereby restated to read in

full, as follows:

 

                 "SECOND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             PLAINS RESOURCES INC.

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

 

FIRST:  The name of the Corporation is PLAINS RESOURCES INC.

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SECOND:  The address of its registered office in the State of Delaware is 1013

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Centre Road, Wilmington, Delaware 19805, County of Newcastle.  The name of its

registered agent at such address is The Prentice-Hall Corporation System, Inc.

 

THIRD:  The nature of the business or purposes to be conducted or promoted is:

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To engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of Delaware.

 

FOURTH:  The total number of shares of stock which the Corporation shall have

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authority to issue is 52,000,000 shares, of which 50,000,000 shall be shares of

common stock of a par value of $.10 per share and 2,000,000 shall be shares of

preferred stock of a par value of $1.00 per share.

 

     The Board of Directors is expressly authorized at any time, and from time

to time, to provide for the issuance of shares of preferred stock in one or more

series, with such voting powers, full or limited or without voting powers, and

with such designations, preferences and relative, participating, option or other

special rights, and qualifications, limitations or restrictions thereof, as

shall be stated and expressed in the resolution or resolutions providing for the

issue thereof adopted by the Board of Directors, and as are not stated and

expressed in this Certificate of Incorporation, or any amendment thereto,

including (but without limiting the generality of the foregoing) the following:

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     (i)  the designation of and number of shares constituting such series;

 

     (ii)the dividend rate of such series, the conditions and dates upon which

     such dividends shall be payable, the preference or relation which such

     dividends shall bear to the dividends payable on any other class or classes

     or on any other series of any other class or classes of capital stock, and

     whether such dividends shall be cumulative or noncumulative;

 

     (iii)whether the shares of such series shall be subject to redemption by

     the Corporation, and, if made subject to such redemption, the times, prices

     and other terms and conditions of such redemption;

 

     (iv)the terms and amounts of any sinking fund provided for the purchase or

     redemption of the shares of such series;

 

     (v)the extent, if any, to which the shares of such series shall be

     convertible into or exchangeable for shares of any other class or classes

     or of any other series of any class or classes of capital stock of the

     Corporation, and, if provision be made for conversion or exchange, the

     time, prices, rates, adjustments, and other terms and conditions of such

     conversion or exchange;

 

     (vi)the extent, if any, to which the holders of the shares of such series

     shall be entitled to vote as a class or otherwise with respect to the

     election of directors or otherwise;

 

     (vii) the restrictions, if any, on the issue or reissue of any additional

     preferred stock; and

 

     (viii)the rights of the holders of the shares of such series upon the

     dissolution of, or upon the distribution of assets of, the Corporation.

 

FIFTH:  The Corporation is to have perpetual existence.

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SIXTH:  In furtherance and not in limitation of the powers conferred by statute,

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the Board of Directors is expressly authorized:

 

     To make, alter or repeal the Bylaws of the Corporation;

 

     To authorize and cause to be executed mortgages and liens upon the real and

     personal property of the Corporation;

 

     To set apart out of any of the funds of the Corporation available for

     dividends a reserve or reserves for any proper purpose and to abolish any

     such reserve in the manner in which it was created.

 

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<PAGE>

 

     By resolution passed by a majority of the whole Board, to designate one or

     more committees, each committee to consist of two or more of the directors

     of the Corporation, which, to the extent provided in the resolution or in

     the Bylaws of the Corporation, shall have and may exercise the powers of

     the Board of Directors in the management of the business and affairs of the

     Corporation, and may authorize the seal of the Corporation to be affixed to

     all papers which may require it.  Such committee or committees shall have

     such name or names as may be determined from time to time by resolution

     adopted by the Board of Directors.

 

     When and as authorized by the affirmative vote of the holders of a majority

     of the stock issued and outstanding having voting power given at a

     stockholders' meeting duly called for that purpose, or when authorized by

     the written consent of the holders of a majority of the voting stock issued

     and outstanding, to sell, lease or exchange all of the property and assets

     of the Corporation, including its good will and its corporate franchises,

     upon such terms and conditions and for such consideration, which may be in

     whole or in part shares of stock in, and/or other securities of, any other

     corporation or corporations, as its Board of Directors shall deem expedient

     and for the best interests of the Corporation.

 

SEVENTH:  Whenever a compromise or arrangement is proposed between this

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Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers appointed

for this Corporation under the provisions of Section 279 of Title 8 of the

Delaware Code order a meeting of the creditors or class of creditors, and/or of

the stockholders or class of stock holders of this Corporation, as the case may

be, to be summoned in such manner as the said court directs.  If a majority in

number representing three-fourths in value of the creditors or class of

creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of this Corporation as a consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders, of this Corporation, as the case may be,

and also on this Corporation.

 

EIGHTH:  Meetings of stockholders may be held within or without the State of

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Delaware, as the Bylaws may provide.  The books of the Corporation may be kept

(subject to any provisions contained in the statutes) outside the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the Bylaws of the Corporation.  Elections of directors

need not be by written ballot unless the Bylaws of the Corporation shall so

provide.

 

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<PAGE>

 

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any

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provisions contained in this Certificate of Incorporation, in the manner now or

hereafter prescribed by statute, and all rights conferred upon stockholders

herein are granted subject to this reservation.

 

TENTH:  No director shall be personally liable to the Corporation or its

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stockholders for monetary damages for any breach of fiduciary duty by such

director as a director.  Notwithstanding the foregoing sentence, a director

shall be liable to the extent provided by applicable law (a) for breach of the

director's duty of loyalty to the Corporation or its stockholders, (b) for acts

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

knowing violation of law, (c) pursuant to Section 174 of the Delaware General

Corporation Law, or (d) for any transaction from which the director derived an

improper personal benefit.  No amendment to or repeal of this Article TENTH

shall apply to or have any effect on the liability or alleged liability of any

director of the Corporation for or with respect to any acts or omissions of such

director occurring prior to such amendment.

 

     The Corporation shall indemnify to the full extent authorized or permitted

by law any person made, or threatened to be made, a party to any action, suit or

proceeding (whether civil, criminal or otherwise) by reason of fact that he, his

testator or intestate, is or was a director or officer of the Corporation or by

reason of the fact that such director or officer, at the request of the

Corporation, is or was serving any other corporation, partnership, joint

venture, trust, employee benefit plan or other enterprise, in any capacity.

Nothing contained herein shall affect any rights to indemnification to which

employees other than directors and officers may be entitled by law.  The rights

to indemnification set forth in this Article TENTH shall not be exclusive of any

other rights to which any person may be entitled under any statute, provision of

the Certificate of Incorporation, Bylaw, agreement, contract, vote of

stockholders or disinterested directors or otherwise.

 

ELEVENTH:  Notwithstanding any other provisions of this Certificate of

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Incorporation or the Bylaws of the Corporation to the contrary, no action

required to be taken or which may be taken at any annual or special meeting of

stockholders of the Corporation may be taken by written consent without a

meeting of such stockholders, except (a) any action which may be taken solely

upon the vote or consent of holders of preferred stock, or any series thereof,

or (b) any action taken upon the signing of a consent in writing, setting forth

the action so taken, by all the stockholders of the Corporation entitled to vote

thereon.

 

     Notwithstanding any other provisions of this Certificate of Incorporation

or the Bylaws of the Corporation to the contrary (and notwithstanding the fact

that a lesser percentage may be specified by law, this Certificate of

Incorporation or the Bylaws of the Corporation), the affirmative vote of the

holders of eighty percent (80%) or more of the outstanding shares of Voting

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

or adopt any provisions inconsistent with this Article ELEVENTH.  The term

"Voting Stock" shall mean all capital stock which by its terms may be voted on

all matters submitted to the stockholders of the Corporation, generally.

 

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<PAGE>

 

TWELFTH:  Subject to the rights which any class or series of stock having a

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preference over the common stock as to dividends or upon liquidation may have

with respect to directors elected by such class or series, a director may be

removed from office, without cause, only by the affirmative vote of the holders

of eighty percent (80%) or more of the outstanding shares of Voting Stock

entitled to vote for the election of such director.  The term "Voting Stock"

shall mean all capital stock which by its terms may be voted on all matters

submitted to stockholders of the Corporation, generally.

 

     Notwithstanding any other provisions of this Certificate of Incorporation

or the Bylaws of the Corporation to the contrary (and notwithstanding the fact

that a lesser percentage may be specified by law, this Certificate of

Incorporation or the Bylaws of the Corporation), the affirmative vote of the

holders of eighty percent (80%) or more of the outstanding shares of Voting

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

or adopt any provisions inconsistent with this Article TWELFTH."

 

     IN WITNESS WHEREOF, we the undersigned have signed this certificate this

24th day of January, 1996.

 

 

                                    /s/ Greg L. Armstrong               

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

                                    Greg L. Armstrong                  

                                    President                           

 

ATTEST:

 

 

By: /s/ Michael R. Patterson

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

     Michael R. Patterson

     Secretary