Restated Certificate of Incorporation

Amended and Restated Certificate of Incorporation

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

The undersigned corporation (the "Corporation"), an Oklahoma corporation, for the purpose of adopting an Amended and Restated Certificate of Incorporation pursuant to Section 1080 of the Oklahoma General Corporation Act (the "Act"), hereby certifies:

1. The name of this Corporation is

2. The name under which the Corporation was originally incorporated was

3. The original Articles of Incorporation of the Corporation were filed with the Oklahoma Secretary of State on

4. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 1080 of the Act, after being proposed by the Directors and adopted by the shareholders in Section 1077 of the Act, and restates, integrates and further amends the Certificate of Incorporation.

5. The Certificate of Incorporation of is hereby restated, as further amended by this Certificate, to read in full, as follows:

CERTIFICATE OF INCORPORATION OF

FIRST:

The name of this Corporation is (the "Corporation").

SECOND:

The address of its registered agent in the State of Oklahoma and the name of its agent at such address shall hereafter be

THIRD:

The term of this Corporation shall be

FOURTH:

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act.

FIFTH:

The aggregate number of shares which the Corporation shall have authority to issue is as follows:

Effective immediately upon filing, each outstanding share of previously existing Voting Common Stock shall be converted into and reclassified as of a share of existing Voting Common Stock.

SIXTH: The preferences, qualifications, limitations, restrictions, and other special or relative attributes of the classes of shares of stock of this Corporation are as follows:

(A) Each share of Voting Common Stock and Voting Class A Common Stock shall be entitled to one vote per share on all matters to be submitted to the shareholders of the Corporation.

(B) The Preferred Stock may be issued from time-to-time in one or more series.

(C) Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article Sixth, to authorize one or more series of Preferred Stock.

(D) Shares of Voting Common Stock and Voting Class A Common Stock shall be identical in all respects, except that no share of Voting Class A Common Stock shall be transferable or assignable unless such transfer is permitted under the following provisions:

Transfer restrictions acknowledged

(E) Pursuant to the authority expressly granted to and vested in the Board of Directors, the Board of Directors has created a series of Preferred Stock of the Corporation to consist of shares.

(a) DESIGNATION.

The designation of the series of Preferred Stock created by this Resolution shall be

(b) DIVIDENDS.

(i) Accrual. Dividends shall accrue on each share of Series B Preferred Stock at the rate of per share per annum.

(ii) Cumulation. Dividends upon each share of Series B Preferred Stock shall be cumulative.

(iii) Full Cumulative Dividends. The term "Full Cumulative Dividends" shall mean the amount equal to dividends at the full rate fixed for each share of Series B Preferred Stock.

(iv) Payments. The holders of shares of the Series B Preferred Stock shall be entitled to receive in cash the dividends accruing on the Series B Preferred Stock each January 15th and July 15th.

(v) Unpaid Accrued Dividends. Unpaid Accrued Dividends shall not bear interest.

(vi) Dividend/Redemption Limitations. Prior to the first Cumulation Date, no dividend shall be paid nor shall any other distribution, purchase or redemption be made of or upon any stock ranking junior to the Series B Preferred Stock.

(c) REDEMPTION.

(i) Optional Redemption. The shares of the Series B Preferred Stock may be redeemed at the option of the Corporation at a redemption price per share of plus unpaid accrued dividends.

(ii) Scheduled Redemption. The Corporation will redeem out of funds legally available for such purpose on each December 31st of each year commencing December 31, 1988.

(iii) Effect of Non-redemption. If the Corporation shall fail to make any scheduled redemption, the Corporation shall not declare or pay any dividend on junior stock.

(iv) Effect of Redemption. Dividends shall cease to accrue on the redemption date, and all rights of the holders shall cease except the right to receive the redemption amount upon surrender of certificates.

(d) RIGHTS ON LIQUIDATION, DISSOLUTION, WINDING UP.

(i) Liquidation Payment. The holders of shares of the Series B Preferred Stock shall be entitled to be paid out of the assets available for distribution an amount per share equal to plus all unpaid accrued dividends.

(ii) Proportionate Distribution. If the assets are insufficient, proportionate distributive amounts shall be paid ratably.

(iii) Effect of Reorganization. Certain mergers, leases, or sales shall not be deemed liquidation, dissolution or winding up.

(e) VOTING.

(i) Voting Rights. Each share of Series B Preferred Stock shall be entitled to one vote.

(ii) Default in Dividends or Redemption. If unpaid accrued dividends or redemption defaults occur, the holders shall have the special right to elect one director.

(f) RANK OF SERIES B PREFERRED STOCK. The shares of the Series B Preferred Stock shall rank prior as to dividends, redemption and upon liquidation.

(g) FRACTIONAL SHARES. The Series B Preferred Stock may be issued in fractions of a share equal to one-tenth share or any integral multiple thereof.

I.

RETIREMENT OF REDEEMED SHARES.

Shares of the Series B Preferred Stock which have been redeemed shall have the status of authorized and unissued Preferred Stock of the Corporation.

SEVENTH:

The number of directors of this Corporation shall be specified in the Bylaws, and such number may from time to time be increased or decreased under the Bylaws or any amendment, or change thereof, provided the number of directors of the Corporation shall not be less than .

EIGHTH:

In furtherance and not in limitation of the powers conferred by the laws of the State of Oklahoma, the Board of Directors of this Corporation is expressly authorized:

NINTH:

A director of this Corporation shall not be personally liable to this Corporation or its shareholders for monetary damages for breach of fiduciary duty, except as provided by law.

TENTH:

The shareholders of the Corporation have duly adopted this Amended and Restated Certificate of Incorporation for the purpose of definitively providing that the provisions of the Oklahoma General Corporation Act will apply to the Corporation and its shareholders to the fullest extent.

ELEVENTH:

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or shareholders, a court of equitable jurisdiction may order a meeting of the affected class or classes.

TWELFTH:

The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was an officer or director of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer and attested by its Secretary.