AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             KERR-McGEE CORPORATION



         FIRST:            The name of the corporation is:

                             KERR-McGEE CORPORATION

         SECOND:  The  registered  office  of  the  corporation in  the State of
Delaware is located at No. 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name and address of its resident  agent is The  Corporation
Trust Company,  No. 1209 Orange Street, Wilmington, Delaware 19801.

         THIRD:   The purpose of the corporation  is to engage in any lawful act
or   activity  for  which  corporations  may  be  organized  under  the  General
Corporation Law of the State of Delaware.

         FOURTH:  (1) The total  number of shares of all  classes of stock which
the  corporation  shall have the  authority  to issue is  340,000,000,  of which
40,000,000  shares shall be preferred stock,  without par value, and 300,000,000
shall be common stock of the par value of $1.00 per share.

         Each holder of common stock, as such, shall be entitled to one vote for
each share of common stock held of record by such holder on all matters on which
stockholders generally are entitled to vote; provided,  however, that, except as
otherwise  required  by law,  holders  of common  stock,  as such,  shall not be
entitled  to  vote  on  any  amendment  to  this  certificate  of  incorporation
(including any certificate of  designations  relating to any series of preferred
stock) that  relates  solely to the terms of one or more  outstanding  series of
preferred  stock if the holders of such  affected  series are  entitled,  either
separately  or together  with the holders of one or more other such  series,  to
vote  thereon  pursuant to this  certificate  of  incorporation  (including  any
certificate  of  designations  relating  to any  series of  preferred  stock) or
pursuant to the General Corporation Law of the State of Delaware.

                  (2) The preferred stock may be issued from time to time in one
or more  series.  The  resolution  or  resolutions  of the  Board  of  Directors
providing for the issue of shares of a particular  series shall fix,  subject to
applicable laws and provisions of this certificate of incorporation,  the voting
power, designation,  preferences and relative, participating,  optional or other
special rights, and qualifications, limitations or restrictions of the shares of
such series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

                  i)       the   number  of  shares  constituting  such  series,
                           including  the authority to increase or decrease such
                           number,  and  the  distinctive  designation  of  such
                           series;

                  ii)      the  rate of  dividends  payable  on  shares  of such
                           series,  the dates on which such  dividends  shall be
                           paid, and whether such dividends  shall be cumulative
                           or noncumulative;

                  iii)     the full or limited  voting  power,  if any, for such
                           series and the terms and conditions  under which such
                           voting power may be exercised;

                  iv)      the  right,  if any,  of the  corporation  to  redeem
                           shares of such series and the terms and conditions of
                           such redemption;

                  v)       the obligations, if any, of the corporation to retire
                           shares of such  series  pursuant to a  retirement  or
                           sinking fund of a similar nature or otherwise and the
                           terms and conditions of such obligation;

                  vi)      the  terms and  conditions,  if any,  upon  which the
                           shares  of such  series  shall  be  convertible  into
                           shares  of  stock  of  any  other   class  or  series
                           including  the  conversion   rate  and  the  term  of
                           adjustment thereof, if any;

                  vii)     the  amount  which the  holders of the shares of such
                           series  shall be  entitled  to  receive  in case of a
                           liquidation,   dissolution   or  winding  up  of  the
                           corporation;

                  viii)    the relative priority of the shares of such series to
                           shares of other  classes  or series  with  respect to
                           dividends   or  upon  the   dissolution   of  or  the
                           distribution of assets of the corporation; and

                  ix)      and other rights and qualifications,  preferences and
                           limitations  or  restrictions  of the  shares of such
                           series;

                           so far as not  inconsistent  with the  provisions  of
                           this  certificate  of  incorporation  and to the full
                           extent now or hereafter  permitted by the laws of the
                           State of Delaware.

         (3) Except as otherwise  provided in this  paragraph  (3), no direct or
indirect  purchase  by the  corporation  from  any  Interested  Stockholder  (as
hereinafter  defined) of shares of common stock of the corporation  beneficially
owned by such  Interested  Stockholder for less than two years prior to the date
of such  purchase  shall be made at a per share  price in excess of Fair  Market
Value (as hereinafter defined) at the time of such purchase unless such purchase
is  approved by the  affirmative  vote of not less than a majority of the Voting
Stock (as defined in Article THIRTEENTH) held by Disinterested  Stockholders (as
hereinafter defined).

         The  provisions of this  paragraph (3) shall not apply to (i) any offer
to  purchase  made  by the  corporation  which  is made on the  same  terms  and
conditions of the holders of all shares of common stock of the  corporation,  or
(ii) any open market  purchases by the corporation of shares of its common stock
at prevailing market prices.

         The provisions of this  paragraph (3) shall not be amended  without the
affirmative vote of (a) not less than a majority of the Voting Stock entitled to
vote  thereon and (b) not less than a majority of the Voting  Stock  entitled to
vote thereon held by Disinterested Stockholders.

         For  purposes  of  this  paragraph   (3);  I)  the  terms   "Interested
Stockholder"  shall have the meaning of "Related  Person" set forth in paragraph
(B)(3) of Article THIRTEENTH except that the percent of Voting Stock referred to
in clauses (a) and (b) of such definition shall be five percent (5%) rather than
ten percent (10%);  (ii) the term "Fair Market Value" shall have the meaning set
forth in paragraph (B)(9) of Article  THIRTEENTH except that "Fair Market Value"
shall mean the highest sale price or bid quotation  during the  five-trading day
period  preceding  the date of the  purchase  of the stock;  and (iii) the terms
"Disinterested  Stockholders"  means those holders of the Voting Stock,  none of
which is an Interested Stockholder.

         (4)      Series B Preferred Stock

                  Section 1. Designation and Amount. There shall be designated a
series of preferred  stock as "Series B Junior  Participating  Preferred  Stock"
(the  "Series B  Preferred  Stock")  and the number of shares  constituting  the
Series B  Preferred  Stock  shall be  1,000,000.  Such  number of shares  may be
increased or decreased by resolution of the Board of Directors;  provided,  that
no decrease  shall reduce the number of shares of Series B Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
corporation convertible into Series B Preferred Stock.

                  Section 2.        Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
series of preferred  stock of the corporation  (the  "Preferred  Stock") (or any
similar stock)  ranking prior and superior to the Series B Preferred  Stock with
respect to  dividends,  the  holders of shares of Series B Preferred  Stock,  in
preference  to the  holders  of common  stock of the  corporation  (the  "Common
Stock") and of any other stock of the corporation ranking junior to the Series B
Preferred Stock,  shall be entitled to receive,  when, as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends payable in cash on the last day of January,  April,  July, and October
in each year (each such date being  referred  to herein as a  "Dividend  Payment
Date"),  commencing on the first Dividend  Payment Date after the first issuance
of a share or fraction of a share of Series B Preferred  Stock, in an amount per
share  (rounded  to the  nearest  cent)  equal to the  greater  of (a) $1 or (b)
subject to the provision for  adjustment  hereinafter  set forth,  100 times the
aggregate  per share amount of all cash  dividends,  and 100 times the aggregate
per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
distributions other than a dividend payable in shares of Common Stock,  declared
on the Common Stock since the immediately  preceding  Dividend  Payment Date or,
with respect to the first Dividend Payment Date, since the first issuance of any
share or  fraction  of a share of  Series B  Preferred  Stock.  In the event the
corporation  shall at any time after July 9, 1996 declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount to which holders of shares of Series B Preferred Stock were
entitled  immediately  prior to such event  under  clause  (b) of the  preceding
sentence  shall be  adjusted  by  multiplying  such  amount by a  fraction,  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B) The  corporation  shall declare a dividend or distribution
on the Series B Preferred  Stock as provided in  paragraph  (A) of this  Section
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between any  Dividend  Payment  Date and the next  subsequent
Dividend  Payment  Date,  a dividend  of $1 per share on the Series B  Preferred
Stock  shall  nevertheless  be  payable,  when,  as and  if  declared,  on  such
subsequent Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative, whether
or not earned or declared,  on  outstanding  shares of Series B Preferred  Stock
from the Dividend  Payment Date next preceding the date of issue of such shares,
unless  the date of issue of such  shares  is prior to the  record  date for the
first Dividend  Payment Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares,  or unless the date of issue is
a Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series B Preferred Stock entitled to receive a quarterly
dividend and before such  Dividend  Payment Date, in either of which events such
dividends  shall begin to accrue and be cumulative  from such  Dividend  Payment
Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends paid on
the shares of Series B Preferred  Stock in an amount less than the total  amount
of such  dividends  at the time  accrued  and  payable on such  shares  shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series B Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

                  Section 3.        Voting Rights.  The holders of shares of 
Series B Preferred  Stock shall have the following  voting rights:

                           (A)   Subject  to  the   provision   for   adjustment
         hereinafter  set  forth  and  except  as  otherwise  provided  in  this
         certificate of incorporation or required by law, each share of Series B
         Preferred  Stock shall  entitle the holder  thereof to 100 votes on all
         matters upon which the holders of the Common  Stock of the  corporation
         are entitled to vote.  In the event the  corporation  shall at any time
         after July 9, 1996  declare  or pay any  dividend  on the Common  Stock
         payable  in  shares  of  Common  Stock,  or  effect  a  subdivision  or
         combination or consolidation of the outstanding  shares of Common Stock
         (by  reclassification  or  otherwise  than by payment of a dividend  in
         shares of Common  Stock)  into a greater or lesser  number of shares of
         Common  Stock,  then in each such case the number of votes per share to
         which  holders  of shares of Series B  Preferred  Stock  were  entitled
         immediately  prior to such event shall be adjusted by multiplying  such
         number by a fraction, the numerator of which is the number of shares of
         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                  (B) Except as otherwise  provided herein,  in this certificate
         of incorporation or in any other certificate of designations creating a
         series of Preferred Stock or any similar stock, and except as otherwise
         required by law, the holders of shares of Series B Preferred  Stock and
         the holders of shares of Common  Stock and any other  capital  stock of
         the corporation having general voting rights shall vote together as one
         class  on all  matters  submitted  to a  vote  of  stockholders  of the
         corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Series B Preferred  Stock shall have no special voting
         rights and their  consent  shall not be required  (except to the extent
         they are  entitled  to vote with  holders of Common  Stock as set forth
         herein) for taking any corporate action.

                  Section 4.        Certain Restrictions.

                           (A) Whenever  quarterly  dividends or other dividends
         or distributions payable on the Series B Preferred Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not earned or  declared,  on
         shares of Series B Preferred Stock  outstanding shall have been paid in
         full, the corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
                  distributions,  on any shares of stock  ranking  junior (as to
                  dividends) to the Series B Preferred Stock;

                           (ii)  declare  or pay  dividends,  or make any  other
                  distributions,  on any shares of stock ranking on a parity (as
                  to  dividends)  with the  Series  B  Preferred  Stock,  except
                  dividends paid ratably on the Series B Preferred Stock and all
                  such parity stock on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon  liquidation,  dissolution or winding up) to
                  the Series B Preferred  Stock,  provided that the  corporation
                  may at any time redeem,  purchase or otherwise  acquire shares
                  of any such junior  stock in exchange  for shares of any stock
                  of the  corporation  ranking  junior (as to dividends and upon
                  dissolution,  liquidation  or  winding  up)  to the  Series  B
                  Preferred Stock or rights, warrants or options to acquire such
                  junior stock;

                           (iv)  redeem or  purchase  or  otherwise  acquire for
                  consideration  any shares of Series B Preferred  Stock, or any
                  shares of stock ranking on a parity (either as to dividends or
                  upon liquidation, dissolution or winding up) with the Series B
                  Preferred  Stock,  except in accordance  with a purchase offer
                  made in writing or by publication  (as determined by the Board
                  of Directors) to all holders of such shares upon such terms as
                  the Board of Directors,  after consideration of the respective
                  annual   dividend   rates  and  other   relative   rights  and
                  preferences  of  the  respective  series  and  classes,  shall
                  determine  in good  faith  will  result in fair and  equitable
                  treatment among the respective series or classes.

                  (B) The  corporation  shall not permit any  subsidiary  of the
         corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the corporation  unless the corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.

                  Section 5. Reacquired Shares. Any shares of Series B Preferred
Stock  purchased  or  otherwise  acquired  by  the  corporation  in  any  manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares  shall upon their  retirement  become  authorized  but
unissued  shares of Preferred  Stock and may be reissued as part of a new series
of Preferred  Stock to be created by resolution or  resolutions  of the Board of
Directors,  subject to any  conditions  and  restrictions  on issuance set forth
herein.

                  Section 6.  Liquidation,  Dissolution  or Winding Up. Upon any
liquidation, dissolution or winding up of the corporation, no distribution shall
be made (A) to the  holders of the Common  Stock or of shares of any other stock
of the corporation ranking junior, upon liquidation,  dissolution or winding up,
to the Series B Preferred Stock unless,  prior thereto, the holders of shares of
Series B Preferred  Stock  shall have  received  $100 per share,  plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
earned or declared,  to the date of such  payment,  provided that the holders of
shares of Series B Preferred  Stock  shall be  entitled to receive an  aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate  amount to be distributed  per share to holders
of shares of Common Stock, or (B) to the holders of shares of stock ranking on a
parity upon  liquidation,  dissolution or winding up with the Series B Preferred
Stock, except distributions made ratably on the Series B Preferred Stock and all
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such  liquidation,  dissolution  or winding up. In
the event,  however,  that there are not sufficient  assets  available to permit
payment  in full of the  Series B  liquidation  preference  and the  liquidation
preferences of all other classes and series of stock of the corporation, if any,
that rank on a parity with the Series B Preferred Stock in respect thereof, then
the assets available for such distribution  shall be distributed  ratably to the
holders of the Series B Preferred Stock and the holders of such parity shares in
the proportion to their  respective  liquidation  preferences.  In the event the
corporation  shall at any time after July 9, 1996 declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the aggregate  amount to which holders of shares of Series B Preferred
Stock were entitled  immediately prior to such event under the proviso in clause
(A) of the preceding  sentence shall be adjusted by multiplying such amount by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  Section 7. Consolidation, Merger, etc. In case the corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  converted  into,  exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series B Preferred  Stock shall at the same time be similarly
converted  into,  exchanged for or changed into an amount per share  (subject to
the  provision  for  adjustment  hereinafter  set forth)  equal to 100 times the
aggregate amount of stock,  securities,  cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is converted,  exchanged or converted. In the event the corporation shall at any
time after July 9, 1996 declare or pay any dividend on the Common Stock  payable
in  shares  of  Common  Stock,   or  effect  a  subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount set forth in the  preceding  sentence  with  respect  to the  conversion,
exchange  or change of shares of Series B  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                  Section 8.  No Redemption.  The  shares  of Series B Preferred
Stock shall not be redeemable from any holder.

                  Section 9. Rank. The Series B Preferred Stock shall rank, with
respect  to the  payment  of  dividends  and the  distribution  of  assets  upon
liquidation,  dissolution or winding up of the corporation,  junior to all other
series of Preferred Stock and senior to the Common Stock.

                  Section  10.  Amendment.  If any  proposed  amendment  to this
certificate  of  incorporation   would  alter,  change  or  repeal  any  of  the
preferences,  powers or special rights given to the Series B Preferred  Stock so
as to affect the Series B  Preferred  Stock  adversely,  then the holders of the
Series B Preferred  Stock shall be entitled to vote  separately  as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares
of the  Series  B  Preferred  Stock,  voting  separately  as a  class,  shall be
necessary  for the  adoption  thereof,  in addition to such other vote as may be
required by the General Corporation Law of the State of Delaware.

                  Section 11. Fractional Shares. Series B Preferred Stock may be
issued in fractions of a share that shall  entitle the holder,  in proportion to
such holder's  fractional shares, to exercise voting rights,  receive dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series B Preferred Stock.

         (5) Preemptive  Rights.  Neither the holders of preferred stock nor the
holders of common stock shall have any preemptive  rights,  and the  corporation
shall have the right to issue and sell to any  person or  persons  any shares of
its capital stock or any option rights or any  securities  having  conversion or
option rights,  without first offering such shares,  rights or securities to any
holders of preferred stock or common stock.

         FIFTH: (1) The business and affairs of the corporation shall be managed
by a Board of  Directors.  The number of  directors  shall be fixed from time to
time by resolution  adopted by affirmative  vote of the majority of the Board of
Directors, but shall not be fixed at a number less than three.

                  The directors  shall be  classified,  with respect to the time
for which they  severally hold office,  into three  classes,  as nearly equal in
number  as  possible,  with the term of the  first  class to  expire at the 1999
annual  meeting of the  stockholders,  the term of office of the second class to
expire at the 2000 annual meeting of the stockholders, and the term of office of
the third class to expire at the 2001 annual meeting of the  stockholders,  with
the members of each class to hold office until their  successors are elected and
qualified.  At  each  succeeding  annual  meeting  of  the  stockholders  of the
corporation,  the successors to the class of directors whose term expires at the
meeting  shall be  elected  to hold  office  for a term  expiring  st the annual
meeting of the  stockholders  held in the third year following the year of their
election.

                  Newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors  resulting  from
death, resignation,  disqualification, removal or other cause shall be filled by
the  affirmative  vote of a majority of the remaining  directors then in office,
even though less than a quorum of the Board of Directors.  Any director  elected
in accordance with the preceding sentence shall hold office for the remainder of
the full  term of the  class of  directors  in which  the new  directorship  was
created or the vacancy occurred until such director's  successor shall have been
elected and qualified.  No decrease in the number of directors  constituting the
Board of Directors shall shorten the term of any incumbent director.

                  Directors may be removed only for cause,  and then only by the
affirmative  vote of at least 75  percent  in voting  power of all shares of the
corporation entitled to vote generally in the election of directors, voting as a
single class.

         (2) Notwithstanding  the foregoing,  whenever the holders of any one or
more series of preferred stock issued by the  corporation  shall have the right,
voting  separately  as a series or  separately  as a class with one or more such
other  series,   to  elect   directors  at  an  annual  or  special  meeting  of
stockholders,  the election, term of office,  removal,  filling of vacancies and
other  features  of such  directorships  shall be  governed by the terms of this
certificate of incorporation (including any certificate of designations relating
to any series of preferred  stock)  applicable  thereto,  and such  directors so
elected shall not be divided into classes  pursuant to this Article FIFTH unless
expressly provided by such terms.

         SIXTH:  The Board of  Directors  shall be  authorized  to make,  amend,
alter, change, add to or repeal the By-Laws of the corporation in any manner not
inconsistent with the laws of the State of Delaware, subject to the power of the
stockholders to amend,  alter,  change, add to or repeal the By-Laws made by the
Board of Directors.  Notwithstanding  anything  contained in this certificate of
incorporation  to the contrary,  the affirmative vote of the holders of at least
75 percent in voting power of all the shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be  required  in order  for the  stockholders  to  alter,  amend or  repeal  any
provision of the By-Laws which is to the same effect as Article  FIFTH,  Article
SIXTH,  and Article  FOURTEENTH of this certificate of incorporation or to adopt
any provision inconsistent therewith.

         SEVENTH: (1) (a) The corporation shall, to the full extent permitted by
the Laws of the State of  Delaware as then in effect or, if less  stringent,  in
effect on December 31, 1985 ("Delaware Law"), and as more fully described in the
By-Laws, indemnify any person (the "Indemnitee") made or threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative and whether or not by
or in the right of the corporation, by reason of the fact that the Indemnitee is
or was a director,  officer or employee of the  corporation or is or was serving
at the request of the  corporation as a director,  officer,  employee,  trustee,
partner,  or other  agent of any  other  enterprise  or legal  person  (any such
action, suit or proceeding being herein referred to as a "Legal Action") against
all expenses (including attorneys' fees),  judgments,  fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such  Legal  Action  or its  investigation,  defense  or appeal  (herein  called
"Indemnified  Expenses"),  if the  Indemnitee  has met the  standard  of conduct
necessary  under  Delaware  Law  to  permit  such  indemnification.   Rights  to
indemnification  shall extend to the heirs,  beneficiaries,  administrators  and
executors of any deceased Indemnitee.

                  For  purposes  of  this  Section,   reference  to  "any  other
enterprise or legal person" shall include employee benefit plans;  references to
"fines" shall  include any excise taxes  assessed on a person with respect to an
employee  benefit  plan;  and  references  to  "serving  at the  request  of the
corporation" shall include any service as a director, officer, employee or agent
of the  corporation  which  imposes  duties on, or  involves  services  by, such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries.

                  (b) The Indemnified  Expenses shall be paid by the corporation
in advance as shall be appropriate to permit  Indemnitee to defray such expenses
currently as incurred,  provided  the  Indemnitee  agrees in writing that in the
event it shall  ultimately be determined as provided  hereunder that  Indemnitee
was not entitled to be indemnified,  then Indemnitee shall promptly repay to the
corporation such amounts so paid.

                  (c) Any  amendment,  repeal or  modification  of this  Article
SEVENTH, the corporation's  By-Laws or any applicable provision of Delaware Law,
or any other  instrument,  which  eliminates or diminishes  the  indemnification
rights  provided for in this Article  SEVENTH shall be ineffective as against an
Indemnitee  with respect to any Legal  Action  based upon  actions  taken or not
taken  by  the  Indemnitee  prior  to  such  repeal  or  the  adoption  of  such
modification or amendment.  The provisions of this Article SEVENTH,  Section (1)
shall be applicable  to all Legal  Actions made or commenced  after the adoption
hereof,  whether arising from acts or omissions to act occurring before or after
its  adoption.  The  provisions  of this Article  SEVENTH,  Section (1) shall be
deemed to be a contract between the corporation and each director or officer who
serves in such capacity at any time while this Article SEVENTH,  Section (1) and
the relevant provisions of Delaware Law and other applicable law, if any, are in
effect. If any provision of this Article SEVENTH,  Section (1) shall be found to
be  invalid or limited in  application  by reason of any law or  regulation,  it
shall not affect the validity of the remaining  provisions hereof. The rights of
indemnification  provided in this Article SEVENTH,  Section (1) shall neither be
exclusive  of, nor be deemed in  limitation  of, any rights to which an officer,
director,  employee or agent may otherwise be entitled or permitted by contract,
this  certificate  of  incorporation,  vote  of  stockholders  or  directors  or
otherwise,  or as a matter of law, both as to actions in such person's  official
capacity and actions in any other capacity  while holding such office,  it being
the  policy of the  corporation  that  indemnification  of any  person  whom the
corporation is obligated to indemnify pursuant to subsection (a) of this Article
SEVENTH, Section (1) shall be made to the fullest extent permitted by law.

                  (d) The  corporation  may purchase  and maintain  insurance on
behalf of any  person  described  in  subsection  (a) of this  Article  SEVENTH,
Section (1) against any liability  asserted against such person,  whether or not
the  corporation  would have the power to  indemnify  such person  against  such
liability  under  the  provisions  of  this  Article  SEVENTH,  Section  (1)  or
otherwise.

         (2) To the full extent permitted by the General  Corporation Law of the
State of Delaware as the same exists or may hereafter be amended,  a director of
the corporation  shall not be liable to the corporation or its  stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director.  No  repeal,
amendment or  modification  of this Article,  whether direct or indirect,  shall
eliminate or reduce its effect with respect to any act or omission of a director
of the corporation occurring prior to such repeal, amendment or modification.

         EIGHTH:  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
ss.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
ss.79 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 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.

         NINTH:     [Reserved]

         TENTH:     [Reserved]

         ELEVENTH:  [Reserved]

         TWELFTH:   [Reserved]

         THIRTEENTH: The vote of the stockholders of the corporation required to
approve  any  Business  Transaction  shall  be as  set  forth  in  this  Article
THIRTEENTH.  Each  capitalized  term shall have the  meaning  ascribed  to it in
Paragraph (B) of this Article.

         (A) Notwithstanding any provision of law or any other provision of this
certificate  of  incorporation  or any  agreement  with any national  securities
exchange  or  otherwise  which  might  permit  a  lesser  vote or no vote and in
addition to any affirmative vote required of the holders of any particular class
or series of Voting Stock by law or by this  certificate of  incorporation,  the
affirmative  vote of the holders of not less than 51% of the outstanding  shares
of Voting Stock of the corporation beneficially owned by stockholders other than
the Related  Person shall be required for the approval or  authorization  of any
Business Transaction;  provided, however, that such 51% voting requirement shall
not be applicable  to any Business  Transaction,  and such Business  Transaction
shall  require  only such  affirmative  vote as is  required  by law,  any other
provision of this certificate of incorporation,  any preferred stock designation
or any agreement  with any national  securities  exchange,  if, in the case of a
Business Transaction that does not involve any cash or other consideration being
received  by the  stockholders  of the  corporation  solely in  respect of their
ownership of shares of Voting Stock of the corporation,  the condition specified
in the  following  paragraph  (1) is  satisfied,  or,  in the case of any  other
Business  Transaction,  the  conditions  specified  in either  of the  following
paragraphs (1) and (2) are satisfied.

                  (1) The  Continuing  Directors  at the  time of such  Business
         Transaction constitute at least a majority of the Board of Directors of
         the corporation and such Business  Transaction shall have been approved
         by a majority vote of the Continuing Directors; or

                  (2)(a)  The  consideration  to be  received  by  holders  of a
         particular  class or  series of  outstanding  Voting  Stock  (including
         common  stock)  shall be in cash or in the same form as was  previously
         paid in order to acquire beneficially shares of such class or series of
         Voting Stock that are beneficially  owned by the Related Person and, if
         the Related Person  beneficially  owns shares of any class or series of
         Voting Stock that were acquired  with varying  forms of  consideration,
         the form of  consideration  to be  received by holders of such class or
         series of Voting Stock shall be either cash or the form used to acquire
         beneficially  the  largest  number of shares of such class or series of
         Voting  Stock  beneficially  acquired  by it prior to the  Announcement
         Date; and

                  (b) The aggregate amount of the cash and the Fair Market Value
         as of the Consummation Date of any consideration  other than cash to be
         received  per  share  by  holders  of  common  stock  in such  Business
         Transaction shall be at least equal to the highest of the following (it
         being intended that the  requirements of this clause (A)(2)(b) shall be
         required  to be  met  with  respect  to  all  shares  of  common  stock
         outstanding  whether or not the Related  Person has acquired any shares
         of the common stock):

                           i)  If  applicable,   the  highest  per  share  price
                  (including  any  brokerage  commissions,  transfer  taxes  and
                  soliciting  dealers' fees) paid in order to acquire any shares
                  of common stock beneficially owned by the Related Person which
                  were acquired  beneficially by such Related Person (x) with in
                  the two-year period immediately prior to the Announcement Date
                  or (y) in the transaction in which it became a Related Person,
                  whichever is higher; or

                           ii) The Fair Market  Value per share of common  stock
                  on  the  Announcement  Date  or  on  the  Determination  Date,
                  whichever is higher; and

                  (c) The aggregate amount of the cash and the Fair Market Value
         as of the Consummation Date of any consideration  other than cash to be
         received per share by holders of shares of any other class or series of
         Voting Stock,  other than common stock,  shall be at least equal to the
         highest of the following (it being  intended that the  requirements  of
         this clause (A)(2)(c) shall be required to be met with respect to every
         class and series of such outstanding  Voting Stock,  whether or not the
         Related Person has previously acquired any shares of a particular class
         or series of Voting Stock):

                           i)  If  applicable,   the  highest  per  share  price
                  (including  any  brokerage  commissions,  transfer  taxes  and
                  soliciting  dealers' fees) paid in order to acquire any shares
                  of such class or series of Voting Stock  beneficially owned by
                  the Related  Person which were acquired  beneficially  by such
                  Related Person (x) with the two-year period  immediately prior
                  to the Announcement Date or (y) in the transaction in which it
                  became a Related Person, whichever is higher;

                           ii) If applicable,  the highest  preferential  amount
                  per  share  to which  the  holders  of share of such  class or
                  series  of  Voting  Stock  are  entitled  in the  event of any
                  voluntary or involuntary  liquidation,  dissolution or winding
                  up of the corporation; or

                           iii) The Fair Market Value per share of such class or
                  series  of  Voting  Stock  on  the  Announcement  Date  or the
                  Determination Date, whichever is higher; and

                  (d) After such Related  Person has become a Related Person and
         prior to the consummation of such Business Transaction:

                           i) Such  Related  Person  shall not have  become  the
                  Beneficial  Owner of any additional  shares of Voting Stock of
                  the corporation, except as part of the transaction in which it
                  became a Related  Person  or upon  conversion  of  convertible
                  securities  acquired by it prior to becoming a Related  Person
                  or as a result of a pro rata stock  dividend  or stock  split;
                  and

                           ii) Such Related  Person shall not have  received the
                  benefit,  directly or indirectly (except  proportionately as a
                  stockholder), of any loans, advances,  guarantees,  pledges or
                  other  financial  assistance  or  tax  credits  or  other  tax
                  advantages  provided  by the  corporation  or any  Subsidiary,
                  whether in anticipation of or in connection with such Business
                  Transaction or otherwise; and

                           iii) Such  Related  Person  shall not have caused any
                  material  change  in the  corporation's  business  or  capital
                  structure,  including,  without  limitation,  the  issuance of
                  shares of capital stock of the corporation to any third party;
                  and

                           iv) There  shall have been (aa) no failure to declare
                  and  pay at the  regular  date  therefor  any  full  quarterly
                  dividends  (whether  or not  cumulative)  on  any  outstanding
                  preferred  stock,  and (bb) no reduction in the annual rate of
                  dividends  paid on common  stock (after  giving  effect to any
                  reclassification,   including   any   reverse   stock   split,
                  recapitalization,  reorganization or similar transaction which
                  has  the  effect  of  enlarging  or  reducing  the  number  of
                  outstanding  shares of common  stock),  unless such failure or
                  reduction  shall  have  been  approved  by a  majority  of the
                  Continuing Directors; and

                  (e) A proxy or information  statement  describing the proposed
         Business  Transaction  and  complying  with  the  requirements  of  the
         Securities   Exchange  Act  of  1934  and  the  rules  and  regulations
         thereunder (or any subsequent  provisions replacing such Act, rules and
         regulations),  whether or not the  corporation  is then subject to such
         requirements,  shall be mailed at least  thirty  (30) days prior to the
         consummation of such Business Transaction to the public stockholders of
         the  corporation  and shall contain at the front thereof in a prominent
         place   (i)   any   recommendations   as  to   the   advisability   (or
         inadvisability)  of  the  Business  Transaction  which  the  Continuing
         Directors,  if any,  may  choose  to state  and (ii) the  opinion  of a
         reputable national  investment banking firm as to the fairness (or not)
         of such  Business  Transaction  from the point of view of the remaining
         public stockholders of the corporation (such investment banking firm to
         be engaged solely on behalf of the remaining public stockholders, to be
         paid a  reasonable  fee for  their  services  by the  corporation  upon
         receipt of such opinion,  to be unaffiliated  with such Related Person,
         and, if there are at the time any Continuing Directors,  to be selected
         by a majority of the Continuing Directors).

         (B) or purposes of this Article THIRTEENTH:

                  (1)      The term "Business Transaction" shall mean:

                           (a) Any merger or consolidation of the corporation or
                  any  Subsidiary  with (i) any Related Person or (ii) any other
                  corporation or entity (whether or not itself a Related Person)
                  which is, or after such merger or consolidation,  would be, an
                  Affiliate of a Related Person;

                           (b) Any  sale,  lease,  exchange,  mortgage,  pledge,
                  transfer  or other  disposition  (in one  transaction  or in a
                  series of  transactions)  to or with any Related Person or any
                  Affiliate of any Related  Person of assets of the  corporation
                  or any  Subsidiary  having an  aggregate  Fair Market Value of
                  $10,000,000 or more;

                           (c) The  adoption  of any  plan or  proposal  for the
                  liquidation or dissolution of the  corporation  proposed by or
                  on behalf of a Related  Person or any Affiliate of the Related
                  Person;

                           (d) The issuance of or transfer by the corporation or
                  any Subsidiary  (in one  transaction or in a series of related
                  transactions)  of any  securities  of the  corporation  or any
                  Subsidiary to a Related Person,  or any Affiliate of a Related
                  Person, in exchange for cash, securities or other property (or
                  a  combination   thereof)   having  a  Fair  Market  Value  of
                  $10,000,000  or more,  other than the  issuance of  securities
                  upon  the   conversion  of   convertible   securities  of  the
                  corporation or any Subsidiary  which were not acquired by such
                  Related Person (or such  Affiliate)  from the corporation or a
                  Subsidiary;

                           (e) Any reclassification of securities (including any
                  reverse stock split), or recapitalization or reorganization of
                  the  corporation,  or  any  merger  or  consolidation  of  the
                  corporation  with any of its  Subsidiaries  or any self tender
                  offer for or repurchase of  securities of the  corporation  or
                  any  Subsidiary by the  corporation  or any  Subsidiary or any
                  other  transaction  (whether or not with or into or  otherwise
                  involving  a  Related  Person)  which in any such case has the
                  effect,   directly   or   indirectly,    of   increasing   the
                  proportionate  share of the outstanding shares of any class or
                  series of stock or  securities  convertible  into stock of the
                  corporation or any Subsidiary  which is directly or indirectly
                  beneficially  owned by any Related  Person or any Affiliate of
                  any Related Person;

                  (2) A "person" shall mean any individual,  firm,  corporation,
         group  (as  such  term is used in Rule  13d of the  General  Rules  and
         Regulations under the Securities  Exchange Act of 1934, as in effect on
         December 31, 1984) or other entity.

                  (3)  "Related  Person"  shall mean any person  (other than the
         corporation  or any  Subsidiary  or any  employee  benefit  plan of the
         corporation or any Subsidiary) who or which:

                           (a) Is the beneficial owner,  directly or indirectly,
                  of more than ten percent of the  combined  voting power of the
                  then outstanding shares of Voting Stock; or

                           (b) Is an Affiliate of the corporation and at anytime
                  within the two-year  period  immediately  prior to the date in
                  question was the beneficial owner, directly or indirectly,  of
                  ten percent or more of the  combined  voting power of the then
                  outstanding shares of Voting Stock; or

                           (c) Is an assignee of or has  otherwise  succeeded to
                  the  beneficial  ownership  of any shares of Voting Stock that
                  were at any time within the two-year period  immediately prior
                  to the  date  in  question  beneficially  owned  by a  Related
                  Person,  if such assignment or succession  shall have occurred
                  in the course of a transaction or series of  transactions  not
                  involving  a  public   offering  within  the  meaning  of  the
                  Securities Act of 1933.

                  (4) A  person  shall be a  "beneficial  owner"  of any  Voting
         Stock:

                           (a) Which  such  person  or  any  of  its  Affiliates
                  or Associates beneficially  owns,  directly  or indirectly; or

                           (b) which  such  person or any of its  Affiliates  or
                  Associates  has (a) the right to acquire  (whether or not such
                  right is exercisable immediately),  pursuant to any agreement,
                  arrangement   or   understanding   or  upon  the  exercise  of
                  conversion rights,  exchange rights,  warrants or options,  or
                  otherwise,  or (b)  the  right  to  vote or  direct  the  vote
                  pursuant to any agreement, arrangement or understanding; or

                           (c)  which  are  beneficially   owned,   directly  or
                  indirectly,  by any other person with which such person or any
                  of its Affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing of any shares of Voting Stock.

                  (5) For the  purposes  of  determining  whether  a person is a
         Related Person pursuant to Paragraph (B)(3) of this Article THIRTEENTH,
         the number of shares of Voting  Stock  deemed to be  outstanding  shall
         include shares deemed owned by such Related Person through  application
         of  Paragraph  (B)(4) of this  Article  but shall not include any other
         shares of Voting Stock that may be issuable  pursuant to any agreement,
         arrangement or  understanding,  or upon exercise of conversion  rights,
         warrants or options, or otherwise.

                  (6)  "Affiliate"  and  "Associate"  shall have the  respective
         meanings  ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Securities  Exchange Act of 1934, as in effect on
         December 31, 1984.

                  (7)  "Subsidiary"  shall mean any corporation more than 50% of
         whose outstanding stock having ordinary voting power in the election of
         directors is owned, directly or indirectly, by this corporation or by a
         Subsidiary  or by  this  corporation  and  one  or  more  Subsidiaries;
         provided,  however,  that for the proposes of the definition of Related
         Person set forth in Paragraph  (B)(3) of this Article  THIRTEENTH,  the
         term "Subsidiary"  shall mean only a corporation of which a majority of
         each class of equity security is owned, directly or indirectly, by this
         corporation.

                  (8)  "Continuing  Director" shall mean any member of the Board
         of Directors of this  corporation who is  unaffiliated  with, and not a
         nominee of, the  Related  Person and was a member of the Board prior to
         the time  that the  Related  Person  became a Related  Person,  and any
         successor of a Continuing  Director who is unaffiliated with, and not a
         nominee  of, the  Related  Person and who is  recommended  to succeed a
         Continuing  Director by a majority of Continuing  Directors then on the
         Board of Directors.

                  (9) "Fair Market Value" shall mean:  (1) in the case of stock,
         the highest  closing sale price during the 30-day period  preceding the
         date in question of a share of such stock on the Composite  Tape of New
         York Stock  Exchange-Listed  stocks, or, if such stock is not quoted on
         the New York Stock  Exchange-Composite  Tape, on the  principal  United
         States securities exchange registered under the Securities Exchange Act
         of 1934 on which such stock is listed,  or, if such stock is not listed
         on any such exchange,  the highest closing sales price or bid quotation
         with  respect  to a share  of  such  stock  during  the  30-day  period
         preceding  the  date  in  question  on  the  National   Association  of
         Securities Dealers,  Inc. Automated Quotation System or any system then
         in use, or if no such  quotations are available,  the fair market value
         on the date in  question  of a share of such stock as  determined  by a
         majority of the Continuing Directors in good faith; and (2) in the case
         of stock of any  class or  series  which is not  traded  on any  United
         States  registered  securities  exchange  nor in  the  over-the-counter
         market or in the case of  property  other than cash or stock,  the fair
         market value of such  property on the date in question as determined by
         a majority of the Continuing Directors in good faith.

                  (10) In the  event of any  Business  Transaction  in which the
         corporation survives,  the phrase "any consideration other than cash to
         be  received"  as used in  Paragraph  (A)(2)(b)  and  (A)(2)(c) of this
         Article  THIRTEENTH shall include the shares of common stock and/or the
         share of any other class of  outstanding  Voting Stock  retained by the
         holders of such shares.

                  (11)  "Announcement  Date" shall mean the date of first public
         announcement of the proposed Business Transaction.

                  (12)  "Determination  Date"  shall  mean the date on which the
         Related Person became a Related Person.

                  (13)   "Consummation   Date"   shall  mean  the  date  of  the
         consummation of the Business Transaction.

                  (14) The  terms  "Voting  Stock"  shall  mean all  outstanding
         shares of capital  stock of all classes  and series of the  corporation
         entitled  to  vote  generally  in  the  election  of  directors  of the
         corporation, in each case voting together as a single class.

         (C) If the Continuing  Directors  constitute at least a majority of the
Board of Directors of the corporation,  a majority of such Continuing  Directors
shall have the power and duty to determine, on the basis of information known to
them after reasonable inquiry,  all facts necessary to determine compliance with
this Article THIRTEENTH, including, without limitation:

                  (1) Whether a person is a Related Person;

                  (2) The number of shares of Voting Stock beneficially owned by
         any person;

                  (3) Whether  a  person is an Affiliate or Associate of another
         person;

                  (4) Whether the requirements of (A) of this Article THIRTEENTH
         have been met with respect to any Business Transaction; and

                  (5) Whether the assets  which are the subject of any  Business
         Transaction  have, or the consideration to be received for the issuance
         or transfer of securities by the  corporation  or any Subsidiary in any
         Business Transaction has, an aggregate Fair Market Value of $10,000,000
         or more. The good faith  determination  of a majority of the Continuing
         Directors  on such  matters  shall be  conclusive  and  binding for all
         purposes of this Article THIRTEENTH.

         (D) Nothing contained in this Article  THIRTEENTH shall be construed to
relieve any Related Person from any fiduciary obligation imposed by law.

         (E)   Notwithstanding   anything   contained  in  this  certificate  of
incorporation  to the contrary,  the  affirmative  vote of (1) the holders of at
least 51% of the Voting Stock,  voting  together as a single class,  and (2) the
holders of a least 51% of the Voting Stock,  voting  together as a single class,
other than shares of Voting Stock beneficially owned by a Related Person,  shall
be required to alter,  amend or repeal this Article  THIRTEENTH  or to adopt any
provision inconsistent therewith.

         FOURTEENTH: Any action required or permitted to be taken by the holders
of the common stock of the corporation  must be effected at a duly called annual
or special  meeting of such  holders  and may not be  effected by any consent in
writing by such holders.  Except as otherwise required by law and subject to the
rights of the  holders of any series of  preferred  stock,  special  meetings of
stockholders  of the  corporation  may be  called  only by the  Chief  Executive
Officer of the corporation or by the Board of Directors pursuant to a resolution
approved by the Board of Directors.

         FIFTEENTH:  Notwithstanding  anything  contained in this certificate of
incorporation  to the contrary,  the affirmative vote of the holders of at least
75 percent in voting power of all the shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter,  amend or repeal  Article FIFTH,  Article  SIXTH,  Article
FOURTEENTH  or this  Article  FIFTEENTH or to adopt any  provision  inconsistent
therewith.

                                   CERTIFICATE


I, the undersigned, _________________________________,  (Assistant) Secretary of
KERR-McGEE  CORPORATION,  a Delaware  corporation,  do hereby  certify  that the
foregoing  is a full,  true,  and correct copy of the  Restated  Certificate  of
Incorporation of said Corporation in effect on the date of this certificate.

Given  under  my  hand  and  seal  of  the   Corporation   this  ______  day  of
_________________, _____.



                                             -------------------------------
                                             (Assistant) Secretary


(SEAL)