**Exhibit 3.1****AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****SUPERIOR OFFSHORE INTERNATIONAL, INC.**     This Amended and Restated Certificate of Incorporation amends and restates, in its entirety,in accordance with sections 242 and 245 of the General Corporation Law of the State of Delaware(the “DGCL”), the Certificate of Incorporation of Superior Offshore International, Inc., originallyfiled with the Secretary of State of the State of Delaware on August 4, 2006, as amended by theCertificate of Amendment of Certificate of Incorporation filed with the Secretary of State of theState of Delaware on February 21, 2007.     FIRST: The name of the corporation is Superior Offshore International, Inc. (hereinafter, the“Corporation”).     SECOND: The address of the registered office of the Corporation in the State of Delaware isThe Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, ZipCode 19801, and the name of the registered agent of the Corporation at such address is TheCorporation Trust Company.     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the DGCL.     FOURTH: The aggregate number of shares of capital stock that the Corporation shall haveauthority to issue is 250,000,000 (Two Hundred Fifty Million), of which 200,000,000 (Two HundredMillion) shares are classified as common stock, par value $0.01 per share (“Common Stock”), and50,000,000 (Fifty Million) shares are classified as preferred stock, par value $0.01 per share(“Preferred Stock”).     The Corporation may issue shares of any class or series of its capital stock from time to timefor such consideration and for such corporate purposes as the Board of Directors of the Corporation(the “Board of Directors”) may from time to time determine.     The following is a statement of the powers, preferences and rights, and the qualifications,limitations or restrictions, of the Preferred Stock and the Common Stock:**Division A. Preferred Stock**     The shares of Preferred Stock may be divided into and issued in one or more series, therelative rights, powers and preferences of which series may vary in any and all respects. The Boardof Directors is expressly vested with the authority to fix, by resolution or resolutions adoptedprior to and providing for the issuance of any shares of each particular series ofPreferred Stock and incorporate in a certificate of designations filed with the Secretary of Stateof the State of Delaware, the designations, powers, preferences, rights, qualifications,limitations and restrictions thereof, of the shares of each series of Preferred Stock, to theextent not provided
 

 
for in this Amended and Restated Certificate of Incorporation, and with theauthority to increase or decrease the number of shares within each such series; *provided, however*,that the Board of Directors may not decrease the number of shares within a series of PreferredStock below the number of shares within such series that is then outstanding. The authority of theBoard of Directors with respect to fixing the designations, powers, preferences, rights,qualifications, limitations and restrictions of each such series of Preferred Stock shall include,but not be limited to, determination of the following:     (1) the distinctive designation and number of shares of that series;     (2) the rate of dividends (or the method of calculation thereof) payable with respectto shares of that series, the dates, terms and other conditions upon which such dividendsshall be payable, and the relative rights of priority of such dividends to dividends payableon any other class or series of capital stock of the Corporation;     (3) the nature of the dividend payable with respect to shares of that series ascumulative, noncumulative or partially cumulative, and if cumulative or partiallycumulative, from which date or dates and under what circumstances;     (4) whether shares of that series shall be subject to redemption, and, if made subjectto redemption, the times, prices, rates, adjustments and other terms and conditions of suchredemption (including the manner of selecting shares of that series for redemption if fewerthan all shares of such series are to be redeemed);     (5) the rights of the holders of shares of that series in the event of voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation (which rights may bedifferent if such action is voluntary than if it is involuntary), including the relativerights of priority in such event as to the rights of the holders of any other class orseries of capital stock of the Corporation;     (6) the terms, amounts and other conditions of any sinking or similar purchase or otherfund provided for the purchase or redemption of shares of that series;     (7) whether shares of that series shall be convertible into or exchangeable for sharesof capital stock or other securities of the Corporation or of any other corporation orentity, and, if provision be made for conversion or exchange, the times, prices, rates,adjustments, and other terms and conditions of such conversion or exchange;     (8) the extent, if any, to which the holders of shares of that series shall be entitled(in addition to any voting rights required by law) to vote as a class or otherwise withrespect to the election of directors or otherwise;     (9) the restrictions and conditions, if any, upon the issue or reissue of anyadditional Preferred Stock ranking on a parity with or prior to shares of that series as todividends or upon liquidation, dissolution or winding up;     (10) any other repurchase obligations of the Corporation, subject to any limitations ofapplicable law; and
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     (11) any other designations, powers, preferences, rights, qualifications, limitationsor restrictions of shares of that series.     Any of the designations, powers, preferences, rights, qualifications, limitations orrestrictions of any series of Preferred Stock may be dependent on facts ascertainable outside thisAmended and Restated Certificate of Incorporation, or outside the resolution or resolutionsproviding for the issue of such series of Preferred Stock adopted by the Board of Directorspursuant to authority expressly vested in it by this Amended and Restated Certificate ofIncorporation. Except as applicable law or this Amended and Restated Certificate of Incorporationotherwise may require, the terms of any series of Preferred Stock may be amended without consent ofthe holders of any other series of Preferred Stock or any class of capital stock of theCorporation.     The relative powers, preferences and rights of each series of Preferred Stock in relation tothe powers, preferences and rights of each other series of Preferred Stock shall, in each case, beas fixed from time to time by the Board of Directors in the resolution or resolutions adoptedpursuant to the authority granted in this Division A of this Article FOURTH, and the consent, byclass or series vote or otherwise, of holders of Preferred Stock of such series of Preferred Stockas are from time to time outstanding shall not be required for the issuance by the Board ofDirectors of any other series of Preferred Stock, whether or not the powers, preferences and rightsof such other series shall be fixed by the Board of Directors as senior to, or on a parity with,the powers, preferences and rights of such outstanding series, or any of them; *provided, however*,that the Board of Directors may provide in such resolution or resolutions adopted with respect toany series of Preferred Stock that the consent of holders of at least a majority (or such greaterproportion as shall be therein fixed) of the outstanding shares of such series voting thereon shallbe required for the issuance of shares of any or all other series of Preferred Stock.     Shares of any series of Preferred Stock shall have no voting rights except as required by lawor as provided in the relative powers, preferences and rights of such series.**Division B. Common Stock**     1. *Dividends*. Dividends may be paid on the Common Stock, as the Board of Directors shall fromtime to time determine, out of any assets of the Corporation available for such dividends afterfull cumulative dividends on all outstanding shares of capital stock of all series ranking seniorto the Common Stock in respect of dividends and liquidation rights (referred to in this Division Bas “stock ranking senior to the Common Stock”) have been paid, or declared and a sum sufficient forthe payment thereof set apart, for all past quarterly dividend periods, and after or concurrentlywith making payment of or provision for dividends on the stock ranking senior to the Common Stockfor the then current quarterly dividend period.     2. *Distribution of Assets*. In the event of any liquidation, dissolution or winding up of theCorporation, or any reduction or decrease of its capital stock resulting in a distribution ofassets to the holders of the Common Stock, after there shall have been paid to or set aside for theholders of the stock ranking senior to the Common Stock the full preferential amounts to which theyare respectively entitled, the holders of the Common Stock shall be entitled to receive, pro rata,all of the remaining assets of the Corporation available for distribution to its stockholders.
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TheBoard of Directors may distribute in kind to the holders of the Common Stock such remaining assetsof the Corporation, or may sell, transfer or otherwise dispose of all or any of the remainingproperty and assets of the Corporation to any other corporation or other purchaser and receivepayment therefor wholly or partly in cash or property, and/or in stock of any such corporation,and/or in obligations of such corporation or other purchaser, and may sell all or any part of theconsideration received therefor and distribute the same or the proceeds thereof to the holders ofthe Common Stock.     3. *Voting Rights*. Subject to the voting rights expressly conferred under prescribedconditions upon the stock ranking senior to the Common Stock, the holders of the Common Stock shallexclusively possess full voting power for the election of directors and for all other purposes.     4. *Foreign Ownership of Common Stock*.     (a) *In General*. It is the policy of the Corporation that Non-U.S. Citizens should Own,individually or in the aggregate, no more than the Permitted Percentage of the Common Stock. If atany time Non-U.S. Citizens, individually or in the aggregate, become the Owners of more than thePermitted Percentage of the Common Stock, then the Corporation shall have the power to take theactions prescribed in subparagraphs (c), (d) and (e) of this paragraph 4 of Division B of thisArticle FOURTH. The provisions of this paragraph 4 are intended to assure that the Corporationremains in continuous compliance with the citizenship requirements of the Merchant Marine Act of1936, as amended, and the Shipping Act of 1916, as amended, for purposes of owning and operatingvessels in the U.S. coastwise trade (collectively, the “Maritime Laws”) and the regulationspromulgated thereunder. Any amendments to the Maritime Laws or the regulations relating to thecitizenship of U.S. vessel owners or operators of coastwise trade vessels are deemed to beincorporated herein by reference.     (b) *Dual Stock Certificate System*. To implement the policy set forth in subparagraph (a)hereof, the Corporation may institute a Dual Stock Certificate System such that (i) eachcertificate representing shares of Common Stock that are Owned by a U.S. Citizen shall be marked“U.S. Citizen” and each stock certificate representing shares of Common Stock that are Owned by aNon-U.S. Citizen shall be marked “Non-U.S. Citizen,” but with all such certificates to be identicalin all other respects and to comply with all provisions of the DGCL; *provided, however*, that suchcertificates may be printed on different colored paper, or otherwise differentiated consistent withthe practice of the Corporation’s transfer agent or registrar, to distinguish between certificatesissued to U.S. Citizens and certificates issued to Non-U.S. Citizens; (ii) to the extent necessaryto enable the Corporation to submit any proof of citizenship required by law or by contract withthe United States government (or any agency thereof), the Corporation may require the recordholders and the Owners of such shares of Common Stock to confirm their citizenship status from timeto time, and voting rights and dividends and other distributions payable with respect to shares ofCommon Stock held by such record holder or Owned by such Owner may, in the discretion of the Boardof Directors, be withheld until confirmation of such citizenship status is received; and (iii) theshare transfer records of theCorporation shall be maintained in such manner as to enable the percentage of Common Stock that isOwned by Non-U.S. Citizens and by U.S. Citizens to be confirmed. The Board of Directors isauthorized to take such other ministerial actions or make such interpretations as it
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may deemnecessary or advisable in order to implement the policy set forth in subparagraph (a) hereof.     (c) *Restrictions on Transfer; Change of Status*.          (i) Any transfer, or attempted transfer, of any Common Stock, the effect of which would be tocause one or more Non-U.S. Citizens to Own Common Stock in excess of the Permitted Percentage,shall be ineffective as against the Corporation, and neither the Corporation nor its transfer agentor registrar shall register such transfer or purported transfer on the share transfer records ofthe Corporation and neither the Corporation nor its transfer agent or registrar shall be requiredto recognize the transferee or purported transferee thereof as a stockholder of the Corporation forany purpose whatsoever except to the extent necessary to effect any remedy available to theCorporation under this paragraph 4 of Division B of this Article FOURTH. A citizenship certificatemay be required from all transferees (and from any recipient upon original issuance) of CommonStock of the Corporation and, if such transferee (or recipient) is acting as a fiduciary or nomineefor an Owner, such Owner, and registration of transfer (or original issuance) shall be denied uponrefusal to furnish such certificate.          (ii) Each record holder and Owner shall advise the Corporation in writing of any change insuch record holder’s or Owner’s citizenship status.     (d) *No Voting Rights; Temporary Withholding of Dividends and Other Distributions*. If on anydate (including any record date) the number of shares of Common Stock that is Owned by Non-U.S.Citizens is in excess of the Permitted Percentage (such shares of Common Stock herein referred toas the “Excess Shares”), the Corporation shall determine those shares Owned by Non-U.S. Citizensthat constitute such Excess Shares. The determination of those shares of Common Stock thatconstitute Excess Shares shall be made by reference to the date or dates shares were acquired byNon-U.S. Citizens, starting with the most recent acquisition of shares of Common Stock by aNon-U.S. Citizen and including, in reverse chronological order of acquisition, all otheracquisitions of shares by Non-U.S. Citizens from and after the acquisition of those shares by aNon-U.S. Citizen that first caused the Permitted Percentage to be exceeded. The determination ofthe Corporation as to those shares of Common Stock that constitute the Excess Shares shall beconclusive. Shares of Common Stock deemed to constitute such Excess Shares shall (so long as suchexcess exists) not be accorded any voting rights and shall not be deemed to be outstanding forpurposes of determining the vote required on any matter properly brought before the stockholders ofthe Corporation for a vote thereon. The Corporation shall (so long as such excess exists) withholdthe payment of dividends, if any, and the sharing in any other distribution (upon liquidation orotherwise) in respect of the Excess Shares. At such time as the Permitted Percentage is no longerexceeded, full voting rights shall be restored to any shares of Common Stock previously deemed tobe Excess Shares and any dividend or other distribution with respect thereto that has been withheldshall be due and paid solely to the record holders of such shares of Common Stock at the time thePermitted Percentage is no longer exceeded.     (e) *Redemption of Excess Shares*. The Corporation shall have the power, but not the obligation,to redeem Excess Shares subject to the following terms and conditions:
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          (i) the per share redemption price (the “Non-U.S. Citizen Redemption Price”) to be paid forthe Excess Shares to be redeemed shall be the sum of (A) the Average Closing Sales Price of theCommon Stock and (B) any dividend or other distribution declared with respect to such shares priorto the date such shares are called for redemption hereunder but which has been withheld by theCorporation pursuant to subparagraph (d);          (ii) the Non-U.S. Citizen Redemption Price shall be paid in cash;          (iii) a notice of redemption shall be given by first class mail, postage prepaid, mailed notless than ten (10) days prior to the redemption date to each holder of record of the shares ofCommon Stock to be redeemed, at such holder’s address as the same appears on the share transferrecords of the Corporation. Each such notice shall state (A) the redemption date, (B) the number ofshares of Common Stock to be redeemed from such holder, (C) the Non-U.S. Citizen Redemption Price,and the manner of payment thereof, (D) the place where certificates for such shares are to besurrendered for payment of the Non-U.S. Citizen Redemption Price, and (E) that dividends and otherdistributions, if any, on the shares of Common Stock to be redeemed will cease to accrue on suchredemption date;          (iv) from and after the redemption date, dividends and other distributions, if any, on theshares of Common Stock called for redemption shall cease to accrue and such shares shall no longerbe deemed to be outstanding and all rights of the holders thereof as stockholders of theCorporation (except the right to receive from the Corporation the Non-U.S. Citizen RedemptionPrice) shall cease. Upon surrender of the certificates for any shares of Common Stock so redeemedin accordance with the requirements of the notice of redemption (properly endorsed or assigned fortransfer if the Board of Directors shall so require and the notice shall so state), such sharesshall be redeemed by the Corporation at the Non-U.S. Citizen Redemption Price. In case fewer thanall the shares of Common Stock represented by any such certificate are redeemed, a new certificateshall be issued representing the shares of Common Stock not redeemed, without cost to the holderthereof; and          (v) such other terms and conditions as the Board of Directors may reasonably determine.     (f) *Determination of Citizenship*. In determining the citizenship of the Owners or theirtransferees of shares of Common Stock, the Corporation may rely on the share transfer records ofthe Corporation and the citizenship certificates given by the Owners or their transferees or anyrecipients (in the case of original issuance) (in each case whether such certificates have beengiven on their own behalf or on behalf of others) to establish the citizenship of such Owners,transferees or recipients of the shares of Common Stock. The determination of the citizenship ofOwners and their transferees of the shares of Common Stock may also be subject to proof in suchother way or ways as the Corporation may deem reasonable. The Corporation may at any time requireproof, in addition to the citizenship certificates, of any Owner or proposed transferee of sharesof Common Stock, and the payment of dividends and other distributions may be withheld, and anyapplication for transfer of ownership on the share transfer records of theCorporation may be refused, until such additional proof is submitted. The determination of theCorporation as to the citizenship of the Owners or their transferees in accordance with thissubparagraph (f) shall be conclusive.
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     (g) *Severability*. Each provision of subparagraphs (a) through (f) of this paragraph 4 ofDivision B of this Article FOURTH is intended to be severable from every other provision. If anyone or more of the provisions contained in such subparagraphs of this paragraph 4 is held to beinvalid, illegal or unenforceable, the validity, legality or enforceability of any other provisionof subparagraphs (a) through (f) of this paragraph 4 shall not be affected, and such subparagraphsof this paragraph 4 shall be construed as if the provisions held to be invalid, illegal orunenforceable had been reformed to the extent required to be valid, legal and enforceable.     (h) *Definitions*. For purposes of this paragraph 4 of Division B of this Article FOURTH:          (i) “Average Closing Sales Price” shall mean the average of the daily Closing Prices (ashereinafter defined) per share of Common Stock for the 20 consecutive Trading Days (as hereinafterdefined) immediately prior to the date notice of redemption is given.          (ii) The “Closing Price” for any day shall mean the last sale price on such day, regular way,or in case no such sale takes place on such day, the average of the closing bid and asked prices onsuch day, regular way, in either case as reported in the principal consolidated transactionreporting system with respect to securities listed or admitted for trading on the principalNational Securities Exchange on which shares of Common Stock are listed or admitted to trading or,if shares of Common Stock are not listed or admitted to trading on any National SecuritiesExchange, the last quoted price on such day or, if not so quoted, the average of the high bid andlow asked prices on such day in the over-the-counter market, as reported by such system then inuse, or, if on any such day shares of Common Stock are not quoted by any such organization, theaverage of the closing bid and asked prices on such day as furnished by a professional market makermaking a market in shares of Common Stock selected by the Corporation, or if on any such day nomarket maker is making a market in shares of Common Stock, the fair value of shares of Common Stockas determined reasonably and in good faith by the Board of Directors.          (iii) “National Securities Exchange” shall mean an exchange registered with the Securities andExchange Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended,supplemented or restated from time to time, and any successor to such statute.          (iv) A Person shall be deemed the “Owner” of, or to “Own,” shares of Common Stock or otherownership interests to the extent such shares or other ownership interests (a) are ownedbeneficially or held of record (with the power to act on behalf of the beneficial owner) by suchPerson; (b) may be voted by such Person; (c) are entitled to dividends or other distributions inrespect of such shares or ownership interests by such Person; or (d) which by any other meanswhatsoever are controlled by such Person, or in which control is permitted to be exercised by suchPerson, with the Board of Directors being authorized to determine reasonably the meaning of suchcontrol for this purpose under the guidelines set forth in Subpart C (Sections 67.30-67.47) ofTitle 46 of the Code of Federal Regulations, as amended, modified or supplemented).          (v) “Trading Day” means a day on which the principal National Securities Exchange on whichshares of Common Stock are listed or admitted to trading is open for the transaction of businessor, if shares of Common Stock are not listed or admitted to trading on any
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National SecuritiesExchange, a day on which banking institutions in New York City generally are open.          (vi) “U.S. Citizen” shall mean: (a) an individual who is native-born, naturalized, aderivative citizen of the United States, or otherwise qualifies as a United States citizen; (b) apartnership of which all of its general partners are citizens of the United States and at least 75%of the interest in the partnership is Owned by citizens of the United States; (c) a trust wherebyeach of its trustees is a citizen of the United States, each beneficiary with an enforceableinterest in the trust is a citizen of the United States, and at least 75% of the interest in thetrust is Owned by citizens of the United States; (d) an association or joint venture if each of itsmembers is a citizen of the United States; (e) a corporation if (I) it is incorporated under thelaws of the United States or of a State of the United States or a political subdivision thereof,Guam, Puerto Rico, the Virgin Islands, American Samoa, the District of Columbia, the NorthernMariana Islands, or any other territory or possession of the United States, (II) its chiefexecutive officer, by whatever title, and its chairman of the board of directors are citizens ofthe United States, (III) no more of its directors are non-citizens than a minority of the numbernecessary to constitute a quorum, and (IV) at least 75% of the interest in the corporation is Ownedby citizens of the United States; (f) a governmental entity that is an entity of the federalgovernment of the United States or of the government of a State of the United States or a politicalsubdivision thereof, Guam, Puerto Rico, the Virgin Islands, American Samoa, the District ofColumbia, the Northern Mariana Islands, or any other territory or possession of the United States,all as further defined in Subpart C (Sections 67.30-67.47) of Title 46 of the Code of FederalRegulations, as amended, modified or supplemented. With respect to a limited liability company, a“U.S. Citizen” shall mean an entity that meets the requirements of subclause (b) above, and, if thelimited liability company has a chief financial officer, by whatever title, or a board ofdirectors, then it shall also meet such relevant requirements of subclause (e) above.          (vii) “Non-U.S. Citizen” shall mean any Person other than a U.S. Citizen.          (viii) “Permitted Percentage” shall mean a percentage 5% less than the percentage that wouldcause the Corporation to be no longer qualified as a U.S. Citizen qualified to engage in coastwisetrade under the Maritime Laws.          (ix) “Person” shall mean an individual or a corporation, limited liability company,partnership, joint venture, trust, unincorporated organization, association, government agency orpolitical subdivision thereof or other entity.**Division C. Other Provisions Applicable to the Corporation’s Capital Stock**     1. *Preemptive Rights*. No holder of any stock of the Corporation shall be entitled as of rightto purchase or subscribe for any part of any unissued or treasury stock of the Corporation, or ofany additional stock of any class, to be issued by reason of any increase of the authorized capitalstock of the Corporation, or to be issued from any unissued or additionally authorized stock, or ofbonds, certificates of indebtedness, debentures or other securities convertible intostock of the Corporation, but any such unissued or treasury stock, or any such additionalauthorized issue of new stock or securities convertible into stock, may be issued and disposed ofby the Board of Directors to such persons, firms, corporations or associations, and upon such
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termsas the Board of Directors may, in its discretion, determine, without offering to the stockholdersthen of record, or any class of stockholders, any thereof, on the same terms or any terms.     2. *Votes Per Share*. Any holder of Common Stock of the Corporation having the right to vote atany meeting of the stockholders or of any class or series thereof shall be entitled to one vote foreach share of stock held by him, provided that no holder of Common Stock shall be entitled tocumulate his votes for the election of one or more directors or for any other purpose.     FIFTH: (a) *Directors*. The business and affairs of the Corporation shall be managed by or underthe direction of the Board of Directors. In addition to the authority and powers conferred on theBoard of Directors by the DGCL or by the other provisions of this Amended and Restated Certificateof Incorporation, the Board of Directors is authorized and empowered to exercise all such powersand do all such acts and things as may be exercised or done by the Corporation, subject to theprovisions of the DGCL, this Amended and Restated Certificate of Incorporation and the Bylaws ofthe Corporation; *provided, however*, that no Bylaws hereafter adopted, or any amendments thereto,shall invalidate any prior act of the Board of Directors that would have been valid if such Bylawsor amendment had not been adopted.     (b) *Number, Election and Terms of Directors*. The number of directors that shall constitute thewhole Board of Directors shall be fixed from time to time by a majority of the directors then inoffice, subject to an increase in the number of directors by reason of any provisions contained inor established pursuant to Article FOURTH, but in any event shall not be less than one nor morethan 16, plus that number of directors who may be elected by the holders of any one or more seriesof Preferred Stock voting separately as a class pursuant to the provisions applicable in the caseor arrearages in the payment of dividends or other defaults contained in this Amended and RestatedCertificate of Incorporation or the Board of Directors’ resolution providing for the establishmentof any series of Preferred Stock. The directors, other than those who may be elected by theholders of any series of Preferred Stock, shall be divided into three classes: Class I, Class IIand Class III. Each director shall serve for a term ending on the third annual meeting ofstockholders following the annual meeting of stockholders at which that director was elected;*provided, however*, that the directors first designated as Class I directors shall serve for a termexpiring at the annual meeting of stockholders next following the date of their designation asClass I directors, the directors first designated as Class II directors shall serve for a termexpiring at the second annual meeting of stockholders next following the date of their designationas Class II directors, and the directors first designated as Class III directors shall serve for aterm expiring at the third annual meeting of stockholders next following the date of theirdesignation as Class III directors. Each director shall hold office until the annual meeting ofstockholders at which that director’s term expires and, the foregoing notwithstanding, shall serveuntil his successor shall have been duly elected and qualified or until his earlier death,resignation or removal.     At each annual election, the directors chosen to succeed those whose terms then expire shallbe of the same class as the directors they succeed, unless, by reason of any interveningchanges in the authorized number of directors, the Board of Directors shall have designatedone or more directorships whose term then expires as directorships of another class in order tomore nearly achieve equality of number of directors among the classes.
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     In the event of any change in the authorized number of directors, each director thencontinuing to serve as such shall nevertheless continue as a director of the class of which he is amember until the expiration of his current term, or his earlier death, resignation or removal. TheBoard of Directors shall specify the class to which a newly created directorship shall beallocated.     Election of directors need not be by written ballot unless the Bylaws of the Corporation soprovide.     (c) *Removal of Directors*. No director of the Corporation may be removed from office as adirector by vote or other action of the stockholders or otherwise except for cause, and then onlyby the affirmative vote of the holders of at least a majority of the voting power of alloutstanding shares of capital stock of the Corporation generally entitled to vote in the electionof directors, voting together as a single class. Except as applicable law otherwise provides, causefor the removal of a director shall be deemed to exist only if the director whose removal isproposed: (i) has been convicted, or has been granted immunity to testify in any proceeding inwhich another has been convicted, of a felony by a court of competent jurisdiction and thatconviction is no longer subject to direct appeal; (ii) has been found to have been negligent orguilty of misconduct in the performance of his duties to the Corporation in any matter ofsubstantial importance to the Corporation by (A) the affirmative vote of at least eighty percent(80%) of the directors then in office at any meeting of the Board of Directors called for thatpurpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court ofcompetent jurisdiction to be mentally incompetent, which mental incompetency directly affects hisability to serve as a director of the Corporation. Notwithstanding the foregoing, whenever holdersof outstanding shares of one or more series of Preferred Stock are entitled to elect members of theBoard of Directors voting separately as a class pursuant to the provisions applicable in the caseof arrearages in the payment of dividends or other defaults contained in this Amended and RestatedCertificate of Incorporation or the Board of Directors’ resolution providing for the establishmentof any series of Preferred Stock, any such director of the Corporation so elected may be removed inaccordance with the provisions of this Amended and Restated Certificate of Incorporation or thatBoard of Directors’ resolution. The foregoing provisions are subject to the terms of any series ofPreferred Stock with respect to the directors to be elected solely by the holders of such series ofPreferred Stock.     (d) *Vacancies*. Except as a Board of Directors’ resolution providing for the establishment ofany series of Preferred Stock may provide otherwise, newly created directorships resulting from anyincrease in the number of directors and any vacancies on the Board of Directors resulting fromdeath, resignation, removal, disqualification or other cause shall be filled by the affirmativevote of a majority of the remaining directors then in office, even though less than a quorum of theBoard of Directors. Any director elected in accordance with the preceding sentence shall holdoffice for the remainder of the full term of the class of directors in which the new directorshipwas created or the vacancy occurred and until that director’s successor shall have been elected andqualified or until his earlier death, resignation or removal. No decrease inthe number of directors constituting the Board of Directors shall shorten the term of any incumbentdirector. The foregoing provisions are subject to the terms of any Preferred Stock with respect tothe directors to be elected solely by the holders of such Preferred Stock.
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     (e) *Amendment of this Article FIFTH*. In addition to any other affirmative vote required byapplicable law, this Article FIFTH may not be amended, modified or repealed except by theaffirmative vote of the holders of at least seventy-five percent (75%) of the voting power of alloutstanding shares of capital stock of the Corporation generally entitled to vote in the electionof directors, voting together as a single class.     SIXTH: (a) *Action by Written Consent; Special Meetings*. No action required to be taken or thatmay be taken at any annual or special meeting of the stockholders of the Corporation may be takenwithout a meeting, and the power of the stockholders of the Corporation to consent in writing tothe taking of any action by written consent without a meeting is specifically denied, unless suchaction without a meeting is taken by unanimous written consent. Unless otherwise provided by theDGCL, by this Amended and Restated Certificate of Incorporation or by any provisions establishedpursuant to Article FOURTH hereof with respect to the rights of holders of one or more outstandingseries of Preferred Stock, special meetings of the stockholders of the Corporation may be called atany time only by the Chairman of the Board of Directors, if there is one, or by the Board ofDirectors pursuant to a resolution approved by the affirmative vote of at least a majority of themembers of the Board of Directors, and no such special meeting may be called by any other person orpersons.     (b) *Amendment of this Article SIXTH*. In addition to any other affirmative vote required byapplicable law, this Article SIXTH may not be amended, modified or repealed except by theaffirmative vote of the holders of at least seventy-five percent (75%) of the voting power of alloutstanding shares of capital stock of the Corporation generally entitled to vote in the electionof directors, voting together as a single class.     SEVENTH: No director of the Corporation shall be personally liable to the Corporation or anyof its stockholders for monetary damages for breach of fiduciary duty as a director of theCorporation; *provided, however*, that this Article SEVENTH shall not eliminate or limit theliability of such a director (1) for any breach of such director’s duty of loyalty to theCorporation or its stockholders, (2) for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, as thesame exists or as such provision may hereafter be amended, supplemented or replaced, or (4) for anytransactions from which such director derived an improper personal benefit. If the DGCL is amendedafter the filing of this Amended and Restated Certificate of Incorporation to authorize corporateaction further eliminating or limiting the personal liability of directors, then the liability of adirector of the Corporation, in addition to the limitation on personal liability provided herein,shall be limited to the fullest extent permitted by such law, as so amended. Any repeal ormodification of this Article SEVENTH by the stockholders of the Corporation shall be prospectiveonly, and shall not adversely affect any limitation on the personal liability of a director of theCorporation existing at the time of such repeal or modification.     EIGHTH: The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws ofthe Corporation. The Bylaws may be amended, in whole or in part, and new Bylawsmay be adopted (i) by action of the Board of Directors; *provided, however*, that any proposedalteration, amendment or repeal of, or the adoption of any Bylaw inconsistent with, Section 3, 9,10 or 11 of Article II of the Bylaws, Section 2, 3, 4, 7, 10 or 11 of Article III of the Bylaws,Article V of the Bylaws or Section 1 of Article VII of the Bylaws, by the Board of Directors
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shallrequire the affirmative vote of not less than 75% of all directors then in office at a regular orspecial meeting of the Board of Directors called for that purpose; or (ii) by the affirmative voteof the shares representing not less than 75% of the voting power of all outstanding shares ofcapital stock of the Corporation generally entitled to vote in the election of directors, votingtogether as a single class; *provided, however,*that in the case of any such stockholder action at ameeting of stockholders, notice of the proposed alteration, amendment, repeal or adoption of thenew Bylaw or Bylaws must be contained in the notice of such meeting. In addition to any otheraffirmative vote required by applicable law, this Article EIGHTH may not be amended, modified orrepealed except by the affirmative vote of the holders of at least seventy-five percent (75%) ofthe voting power of all outstanding shares of capital stock of the Corporation generally entitledto vote in the election of directors, voting together as a single class.     NINTH: Whenever a compromise or arrangement is proposed between the Corporation and itscreditors or any class of them and/or between the Corporation and its stockholders or any class ofthem, any court of equitable jurisdiction within the State of Delaware may, on the application in asummary way of the Corporation or of any creditor or stockholder thereof or on the application ofany receiver or receivers appointed for the Corporation under the provisions of Section 291 of theDGCL or on the application of trustees in dissolution or of any receiver or receivers appointed forthe Corporation under the provisions of Section 279 of the DGCL, order a meeting of the creditorsor class of creditors, and/or of the stockholders or a class of stockholders of the Corporation asthe case may be, to be summoned in such manner as the said court directs. If a majority in numberrepresenting three-fourths in value of the creditors or class of creditors, and/or of thestockholders or class of stockholders of the Corporation, as the case may be, agrees to anycompromise or arrangement and to any reorganization of the Corporation as a consequence of suchcompromise or arrangement, the said compromise or arrangement and the said reorganization shall, ifsanctioned by the court to which said application has been made, be binding on all of the creditorsor class of creditors, and/or on all of the stockholders or class of stockholders, of theCorporation, as the case may be, and also on the Corporation.TENTH: The Corporation shall be subject to Section 203 of the DGCL.
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     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate ofIncorporation to be executed on its behalf this 23rd day of April, 2007.      SUPERIOR OFFSHORE INTERNATIONAL, INC.