EX-10(q)


    
      

    

     

    Exhibit
      10(q)

    
 

    
      	
              10003

            	
               

               

            	
              BOOK
                383
                PAGE
                76
                PAGE
                1

            


    

     

    


     

    Office
      of Secretary of State

     

    
      
        I,
          MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF

        DELAWARE
          DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

        COPY
          OF
          THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION

        OF
          CITRUS
          CORP. FILED IN THIS OFFICE ON THE TWENTY—FOURTH DAY OF

        JUNE,
          A.D. 1986, AT 10 O’CLOCK A.M.



       

      AUTHENTICATION: 
        10864158

      DATE: 
        06/25/1986

      4.11":":411

       

      111111111111111111111111111111

      736175070
 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Book 383
      PAGE
      77

     

    


     

     

    RESTATED
      CERTIFICATE OF INCORPORATION OF

    CITRUS
      CORP.

    


    Citrus
      Corp., a Delaware corporation, the original Certificate of Incorporation
      of
      which
      was filed on March 21, 1986, HEREBY CERTIFIES that
      this
      Restated Certificate of Incorporation, restating, integrating and amending
      its Certificate of Incorporation, was duly proposed by its Board of
      Directors and adopted by its sole stockholder in accordance with Sections
      242
      and 245 of the General Corporation Law of the State of Delaware,
      and
      that the capital of the Corporation is not being reduced under or
      by
      reason of any amendment in this Restated Certificate of Incorporation.

     

    First: The
      name
      of the Corporation is Citrus Corp.

     

    Second:
      The address of its registered office in the State of Delaware
      is
      the Corporation Trust Center, 1209 Orange 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, objects and purposes to be transacted,
      promoted or carried on by the corporation are:

     

    To
      engage
      in any lawful act or activity for which corporations may be
      organized under the General Corporation Law of Delaware.

    


    Fourth:
      The aggregate number of shares which the corporation shall have
      the
      authority to issue is One Thousand (1,000) shares of Common Stock
      and
      the par value of each of such shares shall be One Dollar ($1.00).
      The Common Stock shall be divided into two classes, designated as
      Class
      A Common Stock and Class B Common Stock. The number of shares of
      Class
      A Common Stock authorized to be issued is Five Hundred (500); and
      the
      number of shares of Class B Common Stock authorized to be issued is
      Five
      Hundred (500). Except as otherwise provided in this Certificate of
      Incorporation, the shares of each class of Common Stock shall be
      identical
      in
      every respect and each share of each class shall participate equally,
      share and share alike, in all dividends and other distributions on or with
      respect to the Corporation's Common Stock, including distributions
      in
      liquidation or dissolution, and such dividends or other distributions
      as may be duly declared by the Board of Directors.

    


    (a)
      Voting. Except as otherwise provided in this Restated Certificate
      of Incorporation, each share of each class of Common Stock
      shall entitle the holder thereof to one vote on all matters upon
      which the stockholders of the Corporation have the right to vote,
      and
      all shares of both classes shall be voted together as one class.

    


    


    


    


    


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    Book
      383 PAGE
      78

    (b)  Election
      of Directors. The number of directors of the Corporation
      shall be an even number fixed from time to time by, or in the
      manner provided in, the bylaws of the Corporation, and shall be fixed
      initially at six and shall not exceed six. The directors shall be
      divided into two classes, Class A Directors and Class B Directors, consisting
      of equal numbers. All directors shall be of equal rank and
      shall
      have the same rights, powers, duties and obligations. The holders
      of shares of Class A Common Stock shall exclusively, by affirmative
      vote of the holders of a majority of the shares of Class A Common
      Stock at the time outstanding, elect, remove, accept resignations
      of,
      and fill vacancies in the office of Class A Directors. Any
      Class
      A
      Director may be removed, either with or without cause, at any time
      by
      the affirmative vote of the holders of a majority of the outstanding
      shares of Class A Common Stock, and thereupon the term of such
      director shall forthwith terminate. If a vacancy occurs in the Board
      of
      Directors with respect to a Class A Director for any reason, the
      holders of a majority of the shares of Class A Common Stock at the
      time
      outstanding may fill such vacancy, and any person so chosen to
      fill
      such vacancy shall hold office until the next annual
      meeting
      of
      stockholders and until such director's successor is elected and qualified
      or until such director's earlier resignation or removal. The
      holders of shares of Class B Common Stock shall exclusively, by affirmative
      vote of the holders of a majority of the shares of Class B
      Common
      Stock at the time outstanding, elect, remove, accept resignations
      of, and fill vacancies in the office of Class B Directors. Any
      Class
      B Director may be removed, either with or without cause, at any
      time
      by the affirmative vote of the holders of a majority of the outstanding
      shares of Class B Common Stock, and thereupon the term of such
      director shall forthwith terminate. If a vacancy occurs in the Board
      of
      Directors with respect to a Class B Director for any reason, the
      holders of a majority of the shares of Class B Common Stock at the
      time
      outstanding may fill such vacancy, and any person so chosen to
      fill
      such vacancy shall hold office until the next annual meeting of
      stockholders and until such director's successor is elected and qualified or
      until such director's earlier resignation or removal. Holders
      of one class of Common Stock, as such, may not vote upon the election,
      removal, acceptance of resignations, or filling of vacancies
      in
      the office of directors of another class of Common Stock.

    


    (c)  Voting
      Powers of Directors. Each class of directors shall have
      one
      vote. The presence at any meeting of one Class A Director and one Class B
      Director shall constitute a quorum for the transaction
      of
      business. The transaction of any business at any meeting shall require a quorum
      and the unanimous vote of both classes of directors.
      The vote of each class of directors shall be determined by
      agreement among the directors of such class present at the meeting or,
      failing such agreement, by the majority vote of such directors.

    


    Fifth:
      Upon the filing of this Restated Certificate of Incorporation,
      the
      previously issued and outstanding Common Stock of the Corporation,
      consisting of 1,000 shares of the par value of $1.00 per share, shall
      be
      ipso facto changed and reclassified into 500 shares of Class A
      Common
      Stock of the par value of $1.00 per share and 500 shares of Class B
      Common
      Stock of the par value of $1.00 per share.

    


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     BOOK
      383 PAGE 79

     

     

    Sixth: The
      name
      and mailing address of the incorporator is as follows:

     

     

        
      

     

    
      	 Name	 Address
	
              Gary W. Orloff

            	
              1200 Travis Street

              Suite 1734 

              Houston, Texas
                77002

            


    

     

     

     

     

     

     

    


     

    


     

     

    Seventh:
      The names and mailing addresses of the persons who are to serve as directors
      of
      the Corporation until the first annual meeting of the
      stockholders or until their successors are elected and qualified, are
as
      follows:

     

     

     

     

    
      	
               Name

            	
                Mailing
                Address

            
	
               

              CLASS
                A DIRECTORS 

            
	 D.H.
              Gullquist 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

               

            
	 Royston C. Hughes 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

               

            
	 Richard D. Kinder 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

            
	
               

              CLASS
                B DIRECTORS 

            
	 Keith D. Kern 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

               

            
	 Gary W. Orloff 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

               

            
	 David G. Woytek 	
              1200 Travis Street

              Suite 1600 

              Houston, Texas 77002

               

            


    

     

     

     

    Election
      of directors need not be by written ballot.

     

    Eighth:
      In furtherance and not in limitation of the powers conferred
      by statute, the Board of Directors is expressly authorized to make,
      adopt, alter or repeal the bylaws of the Corporation.

     

    Ninth:
      The Corporation shall have the right, subject to any express 

     

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    BOOK
      383
      PAGE
80

     

    provisions
      or restrictions contained in the certificate of incorporation or
      bylaws
      of the Corporation, from time to time, to amend the certificate of
      incorporation or any provision thereof in any manner now or hereafter
provided
      by law, and all rights and powers of any kind conferred upon a director
      or stockholder of the corporation by the certificate of incorporation
      or any amendment thereof are subject to such right of the
      Corporation.

     

    IN
      WITNESS WHEREOF, the Corporation has caused its corporate seal to be
      affixed hereto and this instrument to be signed in its name by its Vice
      President and attested to by its Secretary on May 1, 1986.

     

     

    CITRUS
      CORP.

    



                                                      By/s/Gary
      W.Orloff

              Vice
      President

    


    


    


    


    Attest:
      

    


    By/s/Peggy
      B. Manchaca

    


    Secretary

    


    [SEAL]

    



     

     

    


     


    GWO/767

    
 

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