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preferred dividends, if any, shall be cumulative. For each such series, the Board ofDirectors shall determine, by resolution or resolutions adopted prior to the issuance of any sharesthereof, the rights, preferences, limitations and restrictions of shares of such series, including,without limitation, rights, or limitations with respect to voting powers, if any, redemptionrights, if any, conversion rights, if any, dividend rights and any preferences on liquidation.COMMON STOCK, $.01 par value     Subject to any preferences, qualifications, limitations, voting rights and restrictions withrespect to each class of the capital stock of the Corporation having any preference or priorityover the Common Stock, the holders of the Common Stock shall have and possess all rightsappertaining to capital stock of the Corporation.     No holder of stock of any class of the Corporation shall be entitled as of right to subscribefor, purchase or receive any part of any new or additional shares of stock of any class, whethernow or hereafter authorized, or of bonds, debentures or other evidences of indebtedness convertibleinto or exchangeable for stock, but all such new or additional shares of stock of any class, orbonds, debentures or other evidences of indebtedness convertible into or exchangeable for stock,may be issued and disposed of by the Board of Directors on such terms and for such consideration,so far as may be permitted by law, and to such person or persons as the Board of Directors in itsabsolute discretion may deem advisable. Except as expressly provided elsewhere in this ArticleFourth, no vote of holders of Preferred Stock or Common Stock shall be required in connection withthe designation or the issuance of any shares of any series of any Preferred Stock authorized byand complying with the conditions contained herein.     ARTICLE FIFTH: The number of directors of the Corporation shall be fixed time to time by or inthe manner provided for in the By-Laws but shall never be less than three. In case of any increasein the number of directors, the additional directors may be elected by the directors then in officeor by the stockholders at any annual or special meeting. Election of directors need not be bywritten ballot.     ARTICLE SIXTH: In furtherance and not in limitation of the powers conferred by statute, theBoard of Directors is expressly authorized to make, alter, amend, and repeal the By-Laws of theCorporation.     The By-Laws may confer powers on the Board of Directors in addition to the foregoing and inaddition to the powers and authorities expressly conferred by statute.     ARTICLE SEVENTH: No director of the Corporation shall be personally liable to the Corporationor any of its stockholders for monetary damages for breach of such director’s duty as a director,except that a director shall remain liable to the extent provided by law (i) for breach of thedirector’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions notin good faith or which involve intentional misconduct or a knowing violation of law, (iii) underSection 174 of the Delaware General Corporation Law or (iv) for any transaction from which thedirector derived an improper personal benefit. No amendment or deletion of this Article shallimpair the immunity of any person under this Article for any act or omission occurring prior to theeffectiveness of such amendment or deletion.
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     The Corporation shall indemnify to the fullest extent authorized by law (as now or hereafterin effect), and shall advance expenses to, any person made, or threatened to be made, a defendantor witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason ofthe fact that he, his testator or intestate, is or was a director or officer of the Corporation, oris or was, at the request of the Corporation, serving any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise, in any capacity. Nothing containedherein shall affect any rights to indemnification to which employees other than directors andofficers may be entitled by law. No amendment or deletion of this Article shall impair theimmunity of any person under this Article for any act or omission occurring prior to theeffectiveness of such amendment or deletion.     ARTICLE EIGHTH: A director of this Corporation shall not in the absence of fraud bedisqualified by his office from dealing or contracting with the Corporation either as a vendor,purchaser, or otherwise, nor in the absence of fraud, shall any transaction or contract of thisCorporation be void or voidable or affected by reason of the fact that any director or any firm ofwhich any director is a member or an employee or any corporation of which any director is anofficer, director, stockholder, or employee is in any way interested in such transaction orcontract, even though the vote of the director or directors having such adverse interest shall havebeen necessary to obligate the Corporation upon such contract or transaction, and, in the absenceof fraud, no director or directors having such adverse interest shall be liable to the Corporationor to any stockholder or creditor thereof or to any other person for any loss incurred by it underor by reason of any such contract or transaction, nor, in the absence of fraud, shall any suchdirector or directors be accountable for any gains or profits realized thereon.     ARTICLE NINTH: Whenever a compromise or arrangement is proposed between this Corporation andits creditors or any class of them and/or between this Corporation and its stockholders or anyclass of them, any court of equitable jurisdiction within the State of Delaware may, on theapplication in a summary way of this Corporation or of any creditor or stockholder thereof, or onthe application of any receiver or receivers appointed for this Corporation under the provisions ofSection 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or ofany receiver or receivers appointed for this Corporation under the provisions of Section 279 ofTitle 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of thestockholders or class of stockholders of this Corporation, as the case may be, to be summoned insuch a matter as the said Court directs. If a majority in number representing three-fourths invalue of the creditors or class of creditors, and/or of the stockholders or class of stockholdersof this Corporation, as the case may be, agree to any compromise or arrangement and toreorganization of this Corporation as consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned by the Court to whichthe said application has been made, be binding on all creditors or class of creditors, and/or onall the stockholders or class of stockholders, of this Corporation, as the case may be, and also onthis Corporation.
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     IN WITNESS WHEREOF, said Holly Corporation has caused this Amended and Restated Certificate ofIncorporation to be duly executed by Denise C. McWatters, its Vice President, General Counsel andSecretary, this 1st day of July, 2011.      HOLLY CORPORATION