<PAGE>

                                                                     EXHIBIT 4.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                               KCS RESOURCES, INC.

                               *******************

             Pursuant to Section 102 of the General Corporation Law
                            of the State of Delaware

         The undersigned, a natural person of legal age, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does hereby certify and set forth:

         FIRST:            The name of the corporation is:

                                    KCS RESOURCES, INC.

         SECOND:           The address of its registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.
The name of the registered agent 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
corporation may be organized under the General Corporation Law of Delaware.

         FOURTH:           The total number of shares of stock which the
corporation shall have authority to issue is one thousand (1,000). All of such
shares shall be with a par value of ONE ($.01) CENT per share.

<PAGE>

         FIFTH:            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. Election of directors need not
be by ballot.

         SIXTH:            Elections of Directors need not be by written ballot
unless the By-laws of the corporation so provide.

         SEVENTH:          The books of the Corporation may be kept (subject to
any provision contained in the Delaware General Corporation Law) outside of 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.

         EIGHTH:           The Corporation reserves the right to amend, alter 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.

         NINTH:            If any action is to be taken by the Stockholders
without a meeting, such action must be authorized by the unanimous written
consent signed by all of the holders of the outstanding stock.

         TENTH:            No Director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages for breach of his or her
fiduciary duty as Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation and

<PAGE>

Stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the Delaware General Corporation Law), or (iv) for any transaction from
which the Director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
Directors, then the liability of a Director of the Corporation shall be limited
or eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended from time to time.

         ELEVENTH:         The powers of the incorporator are to terminate upon
the filing of the certificate of incorporation and the names and mailing
addresses of the persons who are to serve as directors until the first annual
meeting of stockholders or until their successors are elected and qualified are
as follows:


<TABLE>
<CAPTION>
     NAME                                                 MAILING ADDRESS
     ----                                                 ---------------
<S>                                                  <C>
James W. Christmas,                                  379 Thornall Street
                                                     Edison, New jersey 08837

C.R. Devine,                                         1800 West Loop South
                                                     Houston, Texas 77027
</TABLE>

         TWELFTH:          The name and mailing address of the incorporator is:

             Susan T. Covino
             379 Thornall Street
             Edison, New Jersey 08837

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do

<PAGE>

make this certificate, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto set my
hand this 29th day of September, 1993.

                                               /s/ SUSAN T. COVINO
                                               ------------------------
                                               SUSAN T. COVINO, ESQ.

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               KCS RESOURCES, INC.

KCS Resources, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation") does hereby certify
that provision for the making of the following amendment to the Certificate of
Incorporation of the Corporation is contained in an Order (the "Order") dated
January 30, 2001 of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") in In re KCS Energy, Inc., et al., Debtors,
Case No. 00-0028 (PJW) and Case Nos. 00-0310 (PJW) through 00-0318 (PJW)
confirming the KCS Energy, Inc. et al., Debtors Chapter 11 Plan of
Reorganization:

                           A new Article Thirteenth is hereby added to the end
                           of the Certificate of Incorporation:

         "Thirteenth       Notwithstanding anything contained in this
                           Certificate of Incorporation to the contrary, the
                           Corporation shall not authorize or issue any
                           non-voting equity securities or authorize or issue
                           any classes of securities possessing voting power, in
                           either case without complying with the provisions of
                           Title 11 United States Code Section 1123(a)(6)."

                  The undersigned persons certify that, pursuant to the Order of
the Bankruptcy Court, the Corporation, this 15th day of February, 2001, has
caused this Certificate of Amendment to be signed by its President and attested
by its Secretary, and affirm that the statements contained herein are true.

ATTEST:                                        KCS RESOURCES, INC.

/s/ FREDERICK DWYER                            By: /s/ WILLIAM N. HAHNE
-----------------------------                      -----------------------------
Frederick Dwyer, Secretary                         William N. Hahne, President

<PAGE>

                              CERTIFICATE OF MERGER

                                       OF

                           KCS PIPELINE SYSTEMS, INC.

                                      INTO

                               KCS RESOURCES, INC.

                                      * * *

                  The undersigned corporation organized and existing under and
by virtue of the General Corporation Law of Delaware,

                  DOES HEREBY CERTIFY:

                  FIRST:   That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:

<TABLE>
<CAPTION>
NAME:                                          STATE OF INCORPORATION:
----                                           ----------------------
<S>                                            <C>
KCS PIPELINE SYSTEMS, INC.                     Delaware
KCS RESOURCES, INC.                            Delaware
</TABLE>

                  SECOND:  That an agreement of merger between the parties to
the merger has been approved, certified, executed and acknowledged by each of
the constituent corporations in accordance with the requirements of section 251
of the General Corporation Law of Delaware.

                  THIRD:   That the name of the surviving corporation of the
merger is KCS RESOURCES, INC.

                  FOURTH:  That the Certificate of Incorporation of KCS
RESOURCES, INC., a Delaware corporation which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.

                  FIFTH:   That the executed Agreement and Plan of Merger is on
file at the principal place of business of the surviving corporation, the
address of which is c/o KCS Energy, Inc., 379 Thornall Street, Edison, New
Jersey 08837.

                  SIXTH:   That a copy of the Agreement and Plan of Merger will
be furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.

                  SEVENTH: That this Certificate of Merger shall be effective on
December 31, 1997.

<PAGE>

Dated: December 22, 1997
                                               KCS RESOURCES, INC.

                                               By: /s/ KATHERYN M. KINNAMON
                                                   -----------------------------
                                                   Katheryn M. Kinnamon,
                                                   Treasurer

<PAGE>

                              CERTIFICATE OF MERGER

                                       OF

                          MEDALLION GAS SERVICES, INC.,
                             An Oklahoma Corporation

                         KCS MEDALLION RESOURCES, INC.,
                             A Delaware Corporation

                                       and

                          KCS MICHIGAN RESOURCES, INC.,
                             A Delaware Corporation

                                  WITH AND INTO

                              KCS RESOURCES, INC.,
                             A Delaware Corporation

                 Pursuant to Del. Code Ann. Title 8 Section 252

                  This Certificate of Merger for the merger of MEDALLION GAS
SERVICES, INC., KCS MEDALLION RESOURCES, INC. and KCS MICHIGAN RESOURCES, Inc.
(collectively, the "MERGING CORPORATIONS") with and into KCS RESOURCES, INC.
(the "SURVIVING CORPORATION").

         1.       NAMES OF MERGING CORPORATIONS. The name of the merging
corporations are MEDALLION GAS SERVICES, INC., an Oklahoma corporation, KCS
MEDALLION RESOURCES, INC., a Delaware corporation and KCS MICHIGAN RESOURCES,
Inc., a Delaware corporation, which will merge with and into KCS RESOURCES, INC.
a Delaware corporation.

         2.       AGREEMENT AND PLAN OF MERGER. An Agreement and Plan of Merger
(the "PLAN") has been approved, adopted, certified, executed and acknowledged by
each of the aforesaid constituent corporations in accordance with the provisions
of subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware.

         3.       NAME OF SURVIVING CORPORATION. The name of the surviving
corporation will continue to be KCS RESOURCES, INC. a Delaware corporation.

         4.       CERTIFICATE OF INCORPORATION. The certificate of incorporation
of the Surviving Corporation will be the certificate of incorporation of the
surviving corporation.

         5.       PLAN ON FILE. The Plan is on file at the principal place of
business of the Surviving Corporation located at: 5555 San Felipe, Houston,
Texas 77056.

<PAGE>

         6.       FURNISHING A COPY OF THE PLAN. A copy of the Plan will be
furnished by the Surviving Corporation, on request and without cost, to any
shareholder of any of the Merging Corporations or the Surviving Corporation.

         7.       CAPITALIZATION OF MERGING CORPORATIONS. The authorized capital
stock of each of the Merging Corporations is as follows:

<TABLE>
<S>                              <C>
Medallion Gas Services, Inc.     50,000 shares of capital stock, consisting of
                                 common stock - $1.00 par value

KCS Medallion Resources, Inc.    1,000 shares of capital stock, consisting of
                                 common stock - $1.00 par value

KCS Michigan Resources, Inc.     3,000 shares of capital stock, consisting of
                                 common stock - $.01 par
</TABLE>

         8.       EFFECTIVE DATE. The effective date of the merger shall be
December 31, 2001.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Certificate of Merger to be signed as of this 12th day of December, 2001.

                                               MEDALLION GAS SERVICES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

                                               KCS MEDALLION RESOURCES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

                       [SIGNATURES CONTINUED ON NEXT PAGE]

<PAGE>

                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                                               KCS MICHIGAN RESOURCES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

                                               KCS RESOURCES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

<PAGE>

                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                                               KCS MICHIGAN RESOURCES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

                                               KCS RESOURCES, INC.

                                               By: /s/ FREDERICK DWYER
                                                   -----------------------------
                                               Name: FREDERICK DWYER
                                               Title: VICE PRESIDENT

<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                        THE LENAPE RESOURCES CORPORATION
                                      INTO
                               KCS RESOURCES, INC.

      (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)

KCS RESOURCES, INC., A DELAWARE CORPORATION, CERTIFIES AS FOLLOWS:

         (1)      KCS Resources, Inc. was incorporated on October 1, 1993
pursuant to The General Corporation Law of the State of Delaware.

         (2)      The Lenape Resources Corporation was incorporated on June 18,
1976 as Fuel Savers Incorporated pursuant to The New Jersey Business Corporation
Act. Fuel Savers Incorporated changes its name to The Lenape Resources
Corporation May 4, 1981.

         (3)      KCS Resources, Inc. owns all of the outstanding capital stock
of The Lenape Resources Corporation.

         (4)      KCS Resources, Inc. by the following resolutions of its Board
of Directors, duly adopted by unanimous written consent dated December 22, 1993,
determined to merge The Lenape Resources Corporation into itself.

         RESOLVED: The Corporation merge The Lenape Resources Corporation, its
         wholly owned subsidiary, and a New Jersey corporation, into itself and
         assume and be vested with all of The Lenape Resources Corporation's
         rights, powers, privileges, assets, properties, liabilities and
         obligations in accordance with the short-form statutory merger
         provisions of The General Corporation Law of Delaware and the New
         Jersey Business Corporation Act effective at the close of business on
         December 31, 1993.

         FURTHER RESOLVED: The Corporation make, execute and acknowledge a
         Certificate of Ownership and Merger setting forth a copy o the
         resolutions to merge The Lenape Resources Corporation into the
         Corporation and to assume and be vested with The Lenape Resources
         Corporation's rights, powers, privileges, assets, properties,
         liabilities and obligations on the date of adoption thereof, and then
         file the certificate with the Delaware Secretary of State and a
         certified copy of the certificate in the Office of Deeds of New Castle
         County.

         FURTHER RESOLVED: The Certificate of Merger to merge The Lenape
         Resources Corporation into the Corporation which has been reviewed by
         and approved by the directors of this Corporation be filed in the
         office of the new Jersey Secretary of State.

These resolutions have not been amended or rescinded and are now in full force
and effect.

<PAGE>

         IN WITNESS WHEREOF, KCS RESOURCES, INC. HAS CAUSED THIS CERTIFICATE TO
BE SIGNED AND ATTESTED TO BY ITS DULY AUTHORIZED OFFICERS ON THIS 22nd DAY OF
DECEMBER, 1993.

                                          KCS RESOURCES, INC.

ATTEST:

/s/ HENRY A. JURARD                            By: /s/ JAMES W. CHRISTMAS
-----------------------------                      -----------------------------
Henry A. Jurand, Secretary                         James W. Christmas, President