EXHIBIT
3.1




CERTIFICATE
OF INCORPORATION
  OF
  NOBLE
AFFILIATES, INC.
   FIRST.      
The name of the Corporation is
 NOBLE
AFFILIATES, INC.
  SECOND.  The
address of its registered office in the State of Delaware is No. 100 West Tenth
Street, in the City of Wilmington, County of New Castle.  The name of
its registered agent at such address is The Corporation Trust
Company.
  THIRD.     
The nature of the business or purposes to be conducted or promoted
is:
  To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
  To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
  To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or used in connection with any business of this corporation.
  To acquire by purchase, subscription or otherwise, and to receive, hold, own,
guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
   1
  To borrow or raise moneys for any of the purposes of the corporation and, from
time to time without limit as to amount, to draw, make, accept, endorse, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.
  To engage in the cultivation and improvement of farms, gardens and agricultural
lands, the raising and improving of livestock, and incidentally to own and
control under lease, or otherwise, such lands, buildings and personal property
necessary to the conduct and operation of such business.
  To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease,
or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and
with real or personal property, or any interest therein, wherever situated, and
to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage,
or pledge, all or any of the corporation’s property and assets, or any interest
therein, wherever situated.
  In general, to possess and exercise all the powers and privileges granted by the
General Corporation Law of Delaware or by any other law of Delaware or by this
Certificate of Incorporation, together with any powers incidental thereto, so
far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of this
corporation.
  The business and purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this Article shall be regarded as independent business and
purposes.
  FOURTH.  The
total number of shares of stock which the Corporation shall have authority to
issue is four million forty thousand (4,040,000) of which four million
(4,000,000) shares of the par value of Five and No/100 Dollars ($5.00) each
shall be Common Stock and forty thousand (40,000) shares of the par value of One
Hundred Dollars ($100.00) each shall be Preferred Stock, amounting in the
aggregate to Twenty-Four Million and No/100 Dollars
($24,000,000.00).
  2
  A.             
 The Preferred Stock shall be issued in one or more series.  The
Board of Directors is hereby expressly authorized to issue the shares of
Preferred Stock in such series, and to fix from time to time before issuance the
number of shares to be included in any series, and the designation, relative
right, preferences and limitations of all shares of such series.  The
authority of the Board of Directors with respect to each series shall include,
without limitation thereto, the determination of any or all of the following and
the shares of each series may vary from the share of any other series in the
following respects:
  1.
              The
      number of shares constituting such series and the designation thereof to
      distinguish the shares of such series from the shares of all other
      series;
  2.
              The
      annual dividend rate on the shares of that series and whether such
      dividends shall be cumulative and, if cumulative, the date from which
      dividends shall accumulate;
  3.
              The
      redemption price or prices for the particular series, if redeemable, and
      the terms and conditions of such
redemption;
  4.
              The
      preference, if any, of shares of such series in the event of any voluntary
      or involuntary liquidation, dissolution or winding up of the
      corporation;
  5.
              The
      voting rights, if any, in addition to the voting rights prescribed by law
      and the terms of exercise of such voting
rights;
  6.
              The
      right, if any, of shares of such series to be converted into shares of any
      other series or class, and the terms and conditions of such conversion;
      and
  7.
              Any
      other relative rights, preferences and limitations of that
      series.
  B.               
Dividends are payable on the Common Stock, when and as, declared out of the
unreserved earned surplus remaining after payment of the dividends on the
Preferred Stock. Dividends on the Common Stock may be in the form of cash,
property or shares of the Common Stock.  No dividends are payable on
the Common Stock if there are any accrued dividends on the Preferred
Stock up to and including the current dividend period for such Preferred Stock
which have not been paid or which have been declared and a sum set aside for
payment.
  3
   C.                In
the event of the voluntary or involuntary liquidation, dissolution or other
termination of the Corporation, the holders of shares of the Preferred Stock
shall be entitled only to such preference and payment as fixed and determined by
the Board of Directors at the time of the issuance of said shares.  If
so determined by the Board of Directors, such payment shall be made before any
distribution is made to the holders of the Common Stock of the
Corporation.
  D.           
    The holders of the Preferred Stock shall have no voting
rights, except as required by law and except as provided by the Board of
Directors at the time of the issuance of such stock.  Each holder of
the Common Stock shall be entitled to one vote for each share of stock standing
in his name on the books of the Corporation.
  E.                Both
the Common Stock and the Preferred Stock shall be issued for such consideration
(but not less than the par value thereof) as shall be fixed from time to time by
the Board of Directors.  Any shares of the Common or Preferred Stock
authorized by the Articles of Incorporation may, in the discretion of the Board
of Directors, be issued as bonuses to employees of the Corporation or employees
of any subsidiary corporation, or as a dividend upon the Common Stock of the
Corporation.  In the absence of fraud, the judgment of the Directors
as to value of any property or services received in full or partial payment for
shares shall be conclusive.  When shares are issued upon payment of
the consideration fixed by the Board of Directors, such shares shall be taken to
be fully paid stock and shall be nonassessable.
  F.               
Except as may otherwise be provided by the Board of Directors, no holder of any
shares of the stock of the Corporation shall have any pre-emptive rights to
purchase, subscribe for, or otherwise acquire any shares of stock of the
Corporation of any class now or hereafter authorized,
or any securities exchangeable for, or convertible into, such shares or any
warrants or other instruments evidencing rights or option to subscribe for,
purchase or otherwise acquire such shares.
  4
  G.               
The Corporation shall have the power to create and issue rights, warrants or
options (including restricted or qualified stock options to employees) entitling
the holders thereof to purchase from the Corporation any shares of its capital
stock of any class or classes, upon such terms and conditions, and at such times
and prices as the Board of Directors may provide, which terms and conditions
shall be incorporated in an instrument or instruments evidencing such rights and
may be made appurtenant to Common or Preferred Stock, bonds or debentures of the
Corporation or otherwise.  In the absence of fraud, the judgment of
the Directors as to the adequacy of consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive.
  H.               
The Corporation shall not, without the affirmative vote of at least two-thirds
in amount of the Preferred Stock present in person or by proxy at a meeting of
the Preferred Stock holders called for the purpose (or the written consent of
the holders of at least two-thirds in amount of the Preferred Stock at the time
outstanding):
  1.
              Create
      any shares of stock having preference or priority over the Preferred
      Stock; or
  2.
              Issue,
      assume or guarantee any bonds, notes or other evidence of indebtedness
      maturing more than one year from the issue, assumption or guaranty
      thereof, if immediately after the date of issue, assumption or guaranty
      thereof the aggregate principal amount of all bonds, notes or other
      evidences of indebtedness issued, assumed or guaranteed by the Corporation
      and maturing more than one year from such date shall exceed the greater of
      One Million Dollars ($1,000,000.00) or twenty-five percent (25%) of the
      capital and surplus of the
Corporation.
  FIFTH.       The
corporation is to have perpetual existence.
  5
  SIXTH.      The
name and mailing address of each incorporator is as follows:
  NAME
                      MAILING ADDRESSB.
      J. Consono
                      100
      West Tenth Street
                        Wilmington,
      DelawareF.
      J. Obara, Jr.
                      100
      West Tenth Street
                        Wilmington,
      Delaware
  SEVENTH. The
name and mailing address of each person who is to serve as a Director until the
first annual meeting of the stockholders or until a successor is elected and
qualified, is as follows:
  NAME
                    MAILING ADDRESSC.
      C. Forbes
                    2200
      Fourth National Bank Bldg.
                      Tulsa,
      Oklahoma 74119Edgar
      Holt
                    128
      South Oakwood
                      Wichita,
      Kansas 76218E.
      E. Noble
                    3393
      Peachtree Road, N.E.
                      Atlanta,
      Georgia 30326James
      E. Thompson
                    302
      Lincoln Center
                      Ardmore,
      Oklahoma 73401
  EIGHTH.   
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
  To make,
alter or repeal the By-laws of the Corporation.
  To
authorize and cause to be executed mortgages and liens upon the real and
personal property of the Corporation.
  6
  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.
  By a
majority of the whole Beard, to designate one or more committees, each committee
to consist of two or more of the Directors of the Corporation.  The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  Any such committee, to the extent provided in the
resolution or in the By-laws 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; provided, however, the By-laws may provide
that in the absence or disqualification of any member of  such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
  Only when
and as authorized by the affirmative vote of the holders of seventy-five percent
(75%) of the stock issued and outstanding having voting power given at a
stockholders’ meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of seventy-five percent
(75%) of the voting stock issued and outstanding, to merge or consolidate with
any other corporation or to sell, lease or exchange all or substantially 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 consist in whole or in part of money or property including 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.
  7
  NINTH.      Whenever
a compromise or arrangement is proposed between this 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
stockholders 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 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 of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
  TENTH.     Meetings
of stockholders may be held within or without the State of Delaware, as the
By-laws may provide.  The books of the Corporation may be kept
(subject to any provision 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 By-laws of the Corporation. Elections
of Directors need not be by written ballot unless the By-laws of the Corporation
shall so provide.
  8
  ELEVENTH.   The
Corporation reserves the right to amend, alter, change or repeal any provision
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.
  WE, THE
UNDERSIGNED, being each of the incorporators hereinbefore named for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware do make this Certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true and, accordingly, have
hereunto set our hands this 29th day of December, 1969.
   /s/  B.J.
CONSONO
 
 /s/  F.J. OBARA,
JR.
 
 /s/  J.L.
RIVERA
 
  9
  STATE OF
DELAWARE                                   
)(
 )(   ss
 COUNTY OF
NEW
CASTLE                             )(
  BE IT
REMEMBERED that on this 29th day of
December, 1969, personally came before me, a Notary Public for the State of
Delaware, B.J. Consono, F. J. Obara, Jr. and J. L. Rivera; all of the parties to
the foregoing Certificate of Incorporation, known to me personally to be such
and severally acknowledged the said Certificate to be the act and deed of the
signers, respectively, and that the facts stated therein are true.
  GIVEN
under my hand and seal of office the day and year aforesaid.
 
 
 _______________________________________________
 Notary
Public
 
 My
Commission Expires:
 
 October 27,
1971
  10
  
 CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORATION
  * * * *
*
 
 NOBLE
AFFILIATES, INC., a Corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.
  FIRST:      
That the Board of Directors of said corporation, at a meeting duly held, adopted
resolutions proposing and declaring advisable Amendment to the Certificate of
Incorporation of said corporation as follows:
  “RESOLVED,
That the first grammatical paragraph of Paragraph FOURTH of the Certificate of
Incorporation of the corporation adopted December 29, 1969, is hereby amended to
read as follows:
  “FOURTH.  The total number of shares of stock which the corporation
shall have authority to issue is six million forty thousand (6,040,000) of which
six million (6,000,000) shares of the par value of Three Dollars and
Thirty-Three and One-Third Cents ($3.33-1/3) each shall be Common Stock and
forty thousand (40,000) shares of the par value of One Hundred and No/100
Dollars ($100.00) each shall be Preferred Stock, amounting in the aggregate to
Twenty-Four Million and No/100 Dollars ($24,000,000.00).”
  Said
resolutions further declared:
  “Each certificate representing one or more common shares with a par value of $5
a share which shall be issued and outstanding immediately prior to the taking
effect of this recapitalization shall thereafter represent the same number of
common shares of the par value of $3.33-1/3 a share; and the corporation shall
issue to, or upon the order of, each holder of record as of the close of
business on the effective date of the recapitalization an additional certificate
or certificates representing one common share of the par value of $3.33-1/3 a
share for each two common shares of the par value of $5 a share theretofore
represented by such outstanding share certificate.
  “The
aggregate amount of the stated capital of the corporation which shall be
represented by the common shares of the par value of $3.33-1/3 a share that
shall be issued and outstanding upon the effective date of the change shall be
the same as the aggregate amount of the stated capital of the corporation which
shall be representedby the
common shares with the par value of $5 a share that were issued and outstanding
immediately prior to taking effect of the change.”
   11
  SECOND:  That
in lieu of a meeting and vote of stockholders, the stockholders have given
unanimous written consent to said Amendment in accordance with the provisions of
Section 228 of The General Corporation Law of the State of
Delaware.
  THIRD:  That
the aforesaid Amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of The General Corporation Law of the State
of Delaware.
  FOURTH:  That
the capital of said corporation will not be reduced under, or by reason of, said
Amendment.
  IN
WITNESS WHEREOF, said Noble Affiliates, Inc., has caused its corporate seal to
be to be hereunto affixed and this Certificate to be signed by SAM NOBLE, its
President, and attested by DAVE J. HESS, its Secretary, this 12th day of June,
1972.
  
 NOBLE
AFFILIATES, INC.
 
 By 
 /s/  SAM
NOBLE
 President
 ATTEST:
  /s/  DAVE J.
HESS
    
 
  12
  STATE OF
OKLAHOMA                                  )(
 )(  ss
 COUNTY OF
CARTER                                       )(
 
 BE IT
REMEMBERED that on this 12th day of June, 1972, personally came before me, a
Notary Public in and for the County and  State aforesaid, SAM NOBLE,
President of Noble Affiliates, Inc., a corporation of the State of Delaware, and
he duly executed said Certificate  before me and acknowledged the said
Certificate to be his act and deed and the act and deed of said corporation and
the facts stated therein are true; and that the seal affixed to said Certificate
and attested by the Secretary of said corporation is the common or corporate
seal of said corporation.
 
 IN
WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year
aforesaid.
  
 /s/  BOBBIE W.
CUNNINGHAM
 Notary
Public
 
 My
Commission Expires:
 
 December 28,
1975
 
 (SEAL)
  13
  
 CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORTION
  * * * * *
* * * * *
 
 NOBLE
AFFILIATES, INC., a Corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
  FIRST:      
That the Board of Directors of said Corporation, at a meeting duly held, adopted
Resolutions proposing and declaring advisable amendment to the Certificate of
Incorporation of said Corporation as follows:
  “RESOLVED,
that this Board of Directors declares it advisable and hereby proposes, subject
to the approval of the Stockholders of the Corporation, that the number of
shares of Common Stock which the Corporation is authorized to issue be increased
from six million shares to twelve million shares;
  RESOLVED FURTHER, that, subject to the approval of the Stockholders of the
Corporation, the first grammatical paragraph of Paragraph FOURTH of the
Certificate of Incorporation of the Corporation be amended so as to read in its
entirety as follows:
  ‘FOURTH:       The
total number of shares of stock which the Corporation shall have authority to
issue is twelve million forty thousand (12,040,000) of which twelve million
(l2,000,000) shares of the par value of Three Dollars and Thirty-Three and
One-Third Cents ($3.33-1/3) each shall be Common Stock and forty thousand
(40,000) shares of the par value of One hundred and No/100 Dollars ($100.00)
each shall be Preferred Stock, amounting in the aggregate to Forty-Four Million
and No/100 Dollars ($44,000,000.00).’
  RESOLVED FURTHER, that the amendment to the Certificate of Incorporation of the
Corporation proposed in the foregoing Resolution be presented to the next Annual
Meeting of the Stockholders of the Corporation for the purpose of obtaining
their authorization and approval thereof, as required by the Delaware
Corporation Law;
  RESOLVED FURTHER, that after approval of the above amendment to the Certificate
of Incorporation of the Corporation by the Stockholders of the Corporation, the
President of the Corporation is hereby authorized and directed to execute, on
behalf of the Corporation, an instrument captioned ‘Certificate of Amendment to
the Certificate of Incorporation’, and the Secretary of the Corporation is
hereby authorized and directed to attest such execution and to affix the
corporate seal thereto, and, after such execution and attestation, the President
of The Corporation is hereby authorized and directed to file such instrument in
the Office of the Secretary of State of the State of
Delaware.”
   14
  SECOND:  That,
pursuant to proxy material dated March 14, 1977, as prepared and filed pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended, the
Stockholders of the Corporation of record as of February 18, 1977, were notified
that said proposed amendment would be presented to them for authorization and
approval at the Annual Meeting of Stockholders to be held on April, 12,
1977.
  THIRD:     
That such notice was given in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware.
  FOURTH:  That
the holders of a majority of the issued and outstanding shares of Common Stock
of the Corporation entitled to vote thereon at said Annual Meeting duly held on
April 12, 1977, authorized and approved said amendment, in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
  FIFTH:     
That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
  SIXTH:     
That the capital of said Corporation will not be reduced under, or by reason of,
said amendment.
  15
  IN
WITNESS WHEREOF, said NOBLE AFFILIATES, INC. has caused its corporate seal to be
hereunto affixed and the Certificate be signed by ROY BUTLER, its President, and
attested by DAVE J. HESS, its Secretary, this 13th day of
April, 1977.
  
 NOBLE
AFFILIATES, INC.
 
 BY: /s/ ROY
BUTLER
 ROY
BUTLER, President
 ATTEST:
  /s/  DAVE J.
HESS
 DAVE J.
HESS, Secretary
  Certificate of Amendment
to
 Certificate of
Incorporation – Page two
   16
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORTION
  * * * * *
* * * * *
 
 NOBLE
AFFILIATES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the “Corporation”), DOES
HEREBY CERTIFY:
  FIRST:      
That the Board of Directors of said Corporation, at a meeting duly held, adopted
Resolutions proposing and declaring advisable amendment to the Certificate of
Incorporation of the Corporation as follows:
  “RESOLVED, that this Board of Directors declares it advisable and hereby
proposes, subject to the approval of the Stockholders of the Corporation, that
the number of shares of common stock which the Corporation is authorized to
issue be increased from twelve million shares to twenty-five million
shares;
  RESOLVED
FURTHER, that, subject to the approval of the Stockholders of the Corporation,
the first grammatical paragraph of Paragraph FOURTH of the Certificate of
Incorporation of the Corporation be amended so as to read in its entirety as
follows:
  ‘FOURTH:                                The
total number of shares of stock which the Corporation shall have authority to
issue is twenty-five million forty thousand (25,040,000) of which twenty-five
million (25,000,000) shares of the par value of Three Dollars and Thirty-Three
and One-Third Cents ($3.33-1/3) each shall be common stock and forty thousand
(40,000) shares of the par value of One Hundred and No/100 Dollars ($100.00)
each shall be preferred stock, amounting in the aggregate to Eighty-Seven
Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and
33/100 Dollars ($87,333,333.33).’
  RESOLVED
FURTHER, that the amendment to the Certificate of Incorporation of the
Corporation proposed in the foregoing Resolution be presented to the next annual
meeting of the Stockholders of the Corporation for the purpose of obtaining
their authorization and approval thereof, as required by the Delaware
Corporation Law;
  RESOLVED
FURTHER, that after approval of the above amendment to the Certificate of
Incorporation of the Corporation by the Stockholders of the
   17
  Corporation,
the President of the Corporation is hereby authorized and directed to execute,
on behalf of the Corporation, an instrument captioned “Certificate of Amendment
to Certificate of Incorporation”, and the Secretary of the Corporation is hereby
authorized and directed to attest such execution and to affix the corporate seal
thereto, and, after such execution and attestation, the President of the
Corporation is hereby authorized and directed to file such instrument in the
Office of the Secretary of State of the State of Delaware.”
  SECOND:  That,
pursuant to proxy material dated March 15, 1978, as prepared and filed pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended, the
stockholders of the Corporation of record as of February 17, 1978, were notified
that said proposed amendment would be presented to them for authorization and
approval at the Annual Meeting of Stockholders to be held on April 11,
1978.
  THIRD:     
That such notice was given in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware.
  FOURTH:  That
the holders of a majority of the issued and outstanding shares of
common stock of
the Corporation entitled to vote thereon at said Annual Meeting duly held on
April 11, 1978, authorized and approved said amendment, in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
  FIFTH:      
That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
  SIXTH:     
That the capital of the Corporation will not be reduced under, or by reason of,
said amendment.
  18
  IN
WITNESS WHEREOF, said NOBLE AFFILIATES, INC. has caused its corporate seal to be
hereunto affixed and the Certificate be signed by ROY BUTLER, its President, and
attested by BOBBIE W. CUNNINGHAM, its Secretary, this 20th day of
April, 1978.
  
 NOBLE
AFFILIATES, INC.
 
 By /s/   ROY
BUTLER
 ROY
BUTLER, President
 ATTEST:
  /s/  BOBBIE W.
CUNNINGHAM
 BOBBIE W.
CUNNINGHAM, Secretary
  Certificate of Amendment
of
 Certificate of
Incorporation – Page Two
  
  19
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORTION
  
 NOBLE
AFFILIATES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
  FIRST:      
That the Board of Directors of Noble Affiliates, Inc., at a meeting duly held,
adopted a resolution proposing and declaring the following amendment to the
Certificate of Incorporation of said corporation:
  “RESOLVED
FURTHER, that, subject to the approval of the stockholders of the Corporation,
the first grammatical paragraph of Paragraph FOURTH of the Certificate of
Incorporation of the Corporation be amended in its entirety so as to read as
follows:
  ‘FOURTH:     The
total number of shares of stock which the Corporation shall have authority to
issue is fifty million forty thousand (50,040,000) of which fifty million
(50,000,000) shares of the par value of three and 33-1/3/100 dollars ($3.33-1/3)
each shall be common stock and forty thousand (40,000) shares of the par value
of one hundred and no/100 dollars ($100.00) each shall be preferred stock,
amounting in the aggregate to one hundred seventy million six hundred sixty-six
thousand six hundred sixty-six and 67/100 dollars
($170,666,666.67).’”
  SECOND:  That
thereafter, pursuant to resolution of its Board of Directors, the annual meeting
of the stockholders of said corporation was duly called and held, upon notice 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:     
The said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
  20
  IN
WITNESS WHEREOF, said Noble Affiliates, Inc. has caused this Certificate to be
signed by Roy Butler, its President, and attested by Bobbie W. Cunningham, its
Secretary, this 8th day of
April, 1980.
 
 NOBLE
AFFILIATES, INC.
 
 By /s/   ROY
BUTLER
 ROY
BUTLER, President
 ATTEST:
  BY: /s/  BOBBIE W.
CUNNINGHAM
 BOBBIE W.
CUNNINGHAM,
 Secretary
   21
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORTION
  
 NOBLE
AFFILIATES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
  FIRST:      
That the Board of Directors of Noble Affiliates, Inc., at a meeting duly held,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
  “RESOLVED,
that the first grammatical paragraph of Article Fourth of the Certificate of
Incorporation of Noble Affiliates, Inc. be amended in its entirety so as to read
as follows:
  “‘FOURTH:    The
total number of shares of stock which the Corporation shall have authority to
issue is one hundred million forty thousand (100,040,000) of which one hundred
million (100,000,000) shares of the par value of three and 33-1/3/100 dollars
($3.33-1/3) each shall be common stock and forty thousand (40,000) shares of the
par value of one hundred and no/100 dollars ($100.00) each shall be preferred
stock, amounting in the aggregate to three hundred thirty-seven million three
hundred thirty-three thousand three hundred thirty-three and 33/100 dollars
($337,333,333.33).’”
  SECOND:  That
thereafter, pursuant to resolution of its Board of Directors, the annual meeting
of the stockholders of said corporation was duly called and held, upon notice 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:     
The said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
  22
  IN
WITNESS WHEREOF, said Noble Affiliates, Inc. has caused this Certificate to be
signed by Roy Butler, its President, and attested by Bobbie W. Cunningham, its
Secretary, this 13th day of
April, 1982.
  
 NOBLE
AFFILIATES, INC.
 
 By /s/   ROY
BUTLER
 ROY
BUTLER, President
 ATTEST:
  BY: /s/  BOBBIE W.
CUNNINGHAM
 BOBBIE W.
CUNNINGHAM,
 Secretary
   23
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORATION
  NOBLE
AFFILIATES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
  FIRST:      
That the Board of Directors of Noble Affiliates, Inc., by unanimous consent,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
  RESOLVED,
that the Certificate of Incorporation of Noble Affiliates, Inc. be amended by
adding a new Article TWELFTH as follows:
  “‘TWELFTH:    1.           The
provisions of this Article TWELFTH shall apply to the adoption or authorization
of a business transaction (as hereinafter defined) with any other entity (as
hereinafter defined) if, as of the record date for the determination of
stockholders entitled to notice thereof and to vote thereon or consent thereto,
such other entity is the beneficial owner, directly or indirectly, of twenty
percent (20%) or more of the outstanding shares of stock of the Corporation (as
hereinafter defined) entitled to vote in elections of directors, considered for
the purposes of this Article TWELFTH as one class. The requirements of this
Article TWELFTH shall be in addition to the voting requirement set forth in
Article EIGHTH hereof for the business transactions described therein and in
addition to the statutory voting requirement for or in connection with business
transactions other than those described in Article EIGHTH. No business
transaction with any such other entity may be effected unless all of the
following conditions are complied with:
  (a)           The
cash, or fair market value of other consideration, to be received per share by
common stockholders of the Corporation in such business transaction is not less
than the highest per share price (including brokerage commissions and/or
soliciting dealers’ fees) paid by such other entity in acquiring any of its
holdings of the Corporation’s Common Stock.
  (b)           After
completion of the transaction in which such other entity has acquired twenty
percent (20%) of the outstanding shares of stock of the Corporation entitled to
vote in the election of directors and prior to the consummation of such business
transaction, such other entity shall not have acquired any newly issued shares
of stock, directly or indirectly,
   24
  from the
Corporation (except upon conversion of convertible securities acquired by it
either prior to obtaining twenty percent (20%) of the outstanding shares of
stock of the Corporation entitled to vote in the election of directors or as a
part of the transaction which results in such other entity acquiring its twenty
percent (20%) or greater interest or as a result of a pro rata stock dividend or
stock split); and
  (c)           Such
other entity shall not have (i) received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans, advances, guarantees,
pledges or other financial assistance or tax credits provided by the
Corporation, or (ii) made any major change in the Corporation’s business or
equity capital structure prior to the consummation of such business
transaction.
  The
provisions of this Article TWELFTH shall also apply to a business transaction
with any other entity which at any time has been the beneficial owner, directly
or indirectly, of more than twenty percent (20%) of the outstanding shares of
stock of the Corporation entitled to vote in elections of directors, considered
for the purposes of this Article TWELFTH as one class, notwithstanding the fact
that such other entity has reduced its shareholdings below twenty percent (20%)
if at the time the definitive agreement was entered into such other entity was
the direct or indirect beneficial owner of such twenty percent (20%) interest or
if, as of the record date for the determination of stockholders entitled to
notice of and to vote on or consent to the business transaction, such other
entity is an “affiliate” of the Corporation (as hereinafter
defined).
  2.           As
used in this Article TWELFTH, (a) the term “other entity” shall include any
corporation, person or other entity and any other entity with which it or its
“affiliate” or “associate” (as defined below) has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring, holding,
voting or disposing of stock of the Corporation, or which is its “affiliate” or
“associate” as those terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on February
1, 1984; (b) an other entity shall be deemed to be the “beneficial owner” of any
shares of stock of the Corporation which such other entity has the right to
acquire pursuant to any agreement, or upon exercise of conversion rights,
exchange rights, warrants or options, or otherwise in addition to shares
otherwise beneficially owned; (c) the term “outstanding shares of any class of
stock of the Corporation” shall include shares deemed owned through application
of clause (b) above but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights, exchange
rights, warrants or options, or otherwise; (d) the term “business transaction”
shall include (i) any merger or consolidation of the Corporation with or into
any other corporation, (ii) any sale or lease or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Corporation to any other entity, (iii) any sale or lease or
other disposition (in one transaction or a series of transactions) to the
Corporation or any subsidiary thereof in exchange for securitiesof the
Corporation of any assets (except assets having an aggregate fair market value
of less than $5,000,000) of any other entity, or (iv) any reclassification or
recapitalization of the outstanding shares of any class of stock of the
Corporation if at the time there is any other entity which has acquired twenty
percent (20%) or more of the outstanding shares of stock of the Corporation
entitled to vote in the election of directors and the effect of such transaction
is to increase the relative voting power of such other entity; and (e) for the
purposes of subparagraph 1(a) of this Article TWELFTH, the term “other
consideration to be received” shall mean, in the event of a business transaction
with such other entity in which the Corporation is the surviving corporation,
Common Stock of the Corporation retained by its existing public
stockholders.
   25
   3.           A
majority of the directors shall have the power and duty, consistent with their
fiduciary obligations, to determine for the purposes of this Article TWELFTH on
the basis of information known to them whether (a) such other entity
beneficially owns more than twenty percent (20%) of the outstanding shares of
stock of the Corporation entitled to vote in elections of directors, (b) an
other entity is an “affiliate” or “associate” (as defined above) of another, (c)
an other entity has an agreement, arrangement or understanding with another, or
(d) the assets being acquired by the Corporation or any subsidiary thereof have
an aggregate fair market value of less than $5,000,000.
  4.           No
amendment to the Certificate of Incorporation of the Corporation shall amend,
alter, change or repeal any of the provisions of this Article TWELFTH, unless
the amendment effecting such amendment, alteration, change or repeal shall
receive the affirmative vote or consent of the holders of at least seventy-five
percent (75%) of all shares of stock of the Corporation entitled to vote in
elections of directors, considered for the purposes of this Article TWELFTH as
one class.’”
  SECOND:  That
thereafter, pursuant to resolution of its Board of Directors, the annual meeting
of stockholders of said corporation was duly held, upon notice 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.
   26
  IN
WITNESS WHEREOF, said Noble Affiliates, Inc. has caused this Certificate to be
signed by Roy Butler, its President, and attested by Bobbie W. Cunningham, its
Secretary, this 16th
day of April, 1984.
    NOBLE
AFFILIATES, INC.
  By/s/  Roy
Butler
 Roy Butler, President
  ATTEST:
  
 /s/ Bobbie W.
Cunningham
   
   27
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORATION
  OF
  NOBLE
AFFILIATES, INC.
  NOBLE
AFFILIATES, INC. (the “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 meetings of the Board of Directors of the Company, resolutions were duly
adopted setting forth proposed amendments of the Certificate of Incorporation of
the Company, declaring said amendments to be advisable and directing that such
proposed amendments be considered at the annual meeting of the shareholders of
the Company.  The resolutions, as modified, setting forth the
aforementioned amendments are as follows:
  A.           “RESOLVED,
that the Board of Directors of the Corporation hereby declares it advisable and
in the best interests of the Corporation and its shareholders to amend the
Corporation’s Certificate of Incorporation by deleting Article NINTH in its
entirety.”
  B.           “RESOLVED
FURTHER, that the Board of Directors of the Company hereby declares it advisable
and in the best interests of the Company and its shareholders to amend the
Company’s Certificate of Incorporation by adding a new Article NINTH to read in
its entirety as follows:
  ‘NINTH.                      No
director of the Corporation shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any 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) under Section 174 of the Delaware General Corporation Law, or (d) for
any transaction from which the director derived any improper personal benefit.
Neither the amendment nor repeal of this Article NINTH, nor the adoption of any
provision of the Corporation’s Certificate of Incorporation inconsistent with
this Article NINTH shall eliminate or reduce the effect of this Article NINTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this
Article NINTH, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.’”
   28
  C.           “RESOLVED
FURTHER, that the Board of Directors of the Corporation hereby declares it
advisable and in the best interests of the Corporation and its shareholders to
amend the Corporation’s Certificate of Incorporation as follows:
  (1)           Article
Fourth is amended by deleting the first grammatical paragraph, and paragraphs A,
B, C and D, in their entirety, and substituting therefor the
following:
  ‘FOURTH.                                The
total number of shares of all classes of stock which the Corporation shall have
authority to issue is 104,000,000, consisting of (1) 4,000,000 shares of
Preferred Stock, $1.00 par value (“Preferred Stock”), and (2) 100,000,000 shares
of Common Stock, $3.33-1/3 par value (“Common Stock”).
  A.           The
Board of Directors is hereby expressly authorized, by resolution or resolutions,
to provide, out of the unissued shares of Preferred Stock, for series of
Preferred Stock. Before any shares of any such series are issued, the Board of
Directors shall fix, and hereby is expressly empowered to fix, by resolution or
resolutions, the following provisions of the shares thereof:
  (1)           the
designation of such series, the number of shares to constitute such series and
the stated value thereof if different from the par value thereof;
  (2)           whether
the shares of such series shall have voting rights, in addition to any voting
rights provided by law, and, if so, the terms of such voting rights, which may
be general or limited;
  (3)           the
dividends, if any, payable on such series, whether any such dividends shall be
cumulative, and, if so, from what dates, 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 shares of stock of any other class or
any other series of this class;
  (4)           whether
the shares of such series shall be subject to redemption by the Corporation,
and, if so, the times, prices and other conditions of such
redemption;
  (5)           the
amount or amounts payable upon shares of such series upon, and the rights of the
holders of such series in, the voluntary or involuntary liquidation, dissolution
or winding up, or upon any distribution of the assets, of the
Corporation;
   29
  (6)           whether
the shares of such series shall be subject to the operation of a retirement or
sinking fund and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or other corporate purposes and the terms and
provisions relative to the operation thereof;
  (7)           whether
the shares of such series shall be convertible into, or exchangeable for, shares
of stock of any other class or any other series of this class or any other
securities and, if so, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
  (8)           the
limitations and restrictions, if any, to be effective while any shares of such
series are outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Corporation of, the Common Stock or shares of stock of any other class or any
other series of this class;
  (9)           the
conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other series of this class or of any other
class; and
  (10)           any
other powers, preferences and relative, participating, optional and other
special rights, and any qualifications, limitations and restrictions
thereof.
  Without
limiting the foregoing, the voting powers of any series of Preferred Stock may
include the right, in the circumstances specified in the resolution or
resolutions providing for the issuance of such stock, to elect one or more
directors who shall be in addition to the number of directors of the Corporation
fixed by, or in the manner provided in, the By-laws of the Corporation and who
shall serve for such term and have such voting powers as shall be stated in the
resolution or resolutions providing for the issuance of such
stock.  The term of office and voting powers of any director elected
in the manner provided in the immediately preceding sentence may be greater than
or less than those of any other director or class of directors.
   30
  The
powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereon shall be cumulative.
  B.           Each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held of record on all matters on which stockholders generally are entitled
to vote.  Subject to the provisions of law and the rights of the
holders of any class or series of stock having a preference as to dividends over
the Common Stock then outstanding, dividends may be paid on the Common Stock at
such times and in such amounts as the Board of Directors shall determine. Upon
the dissolution, liquidation or winding up of the Corporation, after any
preferential amounts to be distributed to the holders of any class or series of
stock having a preference over the Common Stock then outstanding have been paid
or declared and set apart for payment, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the Corporation available for
distribution to its stockholders ratably in proportion to the number of shares
held by them, respectively.’
  (2)           Article
Fourth is amended by deleting paragraph H.
  (3)           Article
Fourth is amended by redesignating paragraphs E, F and G as paragraphs C, D and
E, respectively.”
  SECOND:  That
thereafter, pursuant to resolution of the Board of Directors of the Company, the
annual meeting of shareholders of the Company was duly called and held, upon
notice 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 each of the amendments listed
above.
  THIRD:     
That said amendments were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
   31
  FOURTH:  That
the capital of the Company shall not be reduced under or by reason of said
amendment.
  IN
WITNESS WHEREOF, Noble Affiliates, Inc. has caused this Certificate to be signed
by Robert Kelley, its President, and attested by R. P. McCuistion, its
Secretary, this 2nd day of June, 1987.
   NOBLE
AFFILIATES, INC.
  By/s/  Robert
Kelley
 Robert Kelley, President
  Attest:
  By  /s/  R.P.
McCuisition
 R.P.
McCuisition,
Secretary
 
  
   32
  
  CERTIFICATE
OF AMENDMENT
 OF
 CERTIFICATE
OF INCORPORATION
 OF
 NOBLE
AFFILIATES, INC.
 
 Noble
Affiliates, Inc., a corporation organized and existing under and by virtue of
the Delaware General Corporation Law (the “Corporation”),
  DOES
HEREBY CERTIFY:
  FIRST:      
That on February 1, 2000, at a meeting of the Board of Directors, the Board of
Directors of the Corporation adopted resolutions setting forth an amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and directing that such amendment be submitted to the stockholders
of the Corporation for consideration.  At the annual meeting of
stockholders held April 25, 2000 and reconvened on May 2, 2000, the stockholders
of the Corporation approved such amendment.  The resolutions setting
forth the amendments are as follows:
  Relating to Charter
Amendments
  NOW
THEREFORE, BE IT RESOLVED, that, subject to the requisite approval by the
stockholders of the Corporation, the Charter be amended by deleting Article
Eighth in its entirety and replacing it with the following:
  “EIGHTH.
In furtherance and not in limitation of the powers conferred by statute, 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.
  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.  The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  Any such committee, 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; provided, however, the Bylaws may provide
that in the absence or disqualification of any member of such committee or
committees,the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.”
   33
  SECOND:  That
said amendment was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law.
  IN
WITNESS WHEREOF, Noble Affiliates, Inc. has caused this certificate to be signed
by its duly authorized officer on this 12th day of May, 2000.
   NOBLE
AFFILIATES, INC.
  By:           /s/ James L.
McElvany
 Name:      James L.
McElvany
 Title:       Vice President – Finance
and Treasury
 
   34
  CERTIFICATE
OF AMENDMENT
 OF
 CERTIFICATE
OF INCORPORATION
 OF
 NOBLE
AFFILIATES, INC.
 
  Noble
Affiliates, Inc., a corporation organized and existing under and by virtue of
the Delaware General Corporation Law (the “Corporation”),
  DOES
HEREBY CERTIFY:
  FIRST:      
That on January 29, 2002, at a meeting of the Board of Directors, the Board of
Directors of the Corporation adopted a resolution setting forth an amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and directing that such amendment be submitted to the stockholders
of the Corporation for consideration. At the annual meeting of stockholders held
April 23, 2002, the stockholders of the Corporation approved such amendment. The
resolutions setting forth the amendment are as follows:
  Relating to Change of
Corporation Name
  RESOLVED,
that the Board of Directors: (a) finds it advisable and in the best interests of
the Corporation and its shareholders to change the Corporation’s name from Noble
Affiliates, Inc. to Noble Energy, Inc.; (b) determines it is necessary to amend
the Corporation’s Certificate of Incorporation to accomplish this result by
deleting Article First in its entirety and replacing it with the following:
“FIRST. The name of the Corporation is NOBLE ENERGY, INC.”; (c) directs that
approval of the above amendment making the referenced Corporation name change be
submitted to the Corporation’s stockholders at their 2002 meeting; and (d)
authorizes the appropriate Corporation officers to take all action as is
necessary or appropriate to carry out the intent and purpose of this resolution
and in accordance with the Delaware General Corporation Law.
  SECOND: 
That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
  IN
WITNESS WHEREOF, Noble Affiliates, Inc. has caused this certificate to be signed
by its duly authorized officer on the 24th day of April, 2002.
  NOBLE
AFFILIATES, INC.
  
  By:   /s/  Albert D.
Hoppe
 Albert D. Hoppe
 Senior Vice President, General
Counsel
 and Secretary
  35
  
  CERTIFICATE
OF AMENDMENT
  OF
  CERTIFICATE
OF INCORPORATION
  OF
  NOBLE
ENERGY, INC.
  Pursuant
to Section 242 of the General Corporate Law of the State of
Delaware,
  Noble
Energy, Inc. (hereinafter called the “Corporation”) does hereby certify as
follows:
  FIRST: Article FOURTH of the
Corporation’s Certificate of Incorporation is hereby amended by deleting the
first grammatical paragraph and substituting therefor the
following:
  FOURTH: The total
number of shares of all classes of stock which the Corporation shall have
authority to issue is 254,000,000, consisting of (1) 4,000,000 shares of
Preferred Stock, $1.00 par value (“Preferred Stock”), and (2) 250,000,000 shares
of Common Stock, $3.33 1/3 par value (“Common Stock”).
  The
remainder of Article FOURTH of the Corporation’s Certificate of Incorporation
shall remain unchanged.
  The
foregoing amendment was duly adopted in accordance with Sections 211, 222 and
242 of the General Corporate Law of the State of Delaware.
  [Remainder of page intentionally left
blank]
   36
  IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed
in its corporate name this 16th day of May, 2005.
    NOBLE
ENERGY, INC.
  By: /s/  Charles D.
Davidson
 Name:  Charles
D. Davidson
 Title:  Chairman
of the Board, President and
 Chief
Executive Officer
 
  37