<PAGE>

                            AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                       OF

                     CROSS-CONTINENT AUTO RETAILERS, INC.


     1.   The name of the Corporation is Cross-Continent Auto Retailers, Inc.

     2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent at such address is The
Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.   (a)  The total number of shares of stock which the Corporation shall
have the authority to issue is 110,000,000 shares of capital stock, classified
as 100,000,000 shares of common stock, par value $.01 per share, and 10,000,000
shares of preferred stock, par value $.01 per share.

          (b)  PREFERRED STOCK.

               (i) The Preferred Stock may be issued from time to time in one 
     or more classes or series, the shares of each class or series to have 
     such designations and powers, preferences and rights, and qualifications, 
     limitations and restrictions thereof, as are stated and expressed 
     herein and in the resolution or resolutions providing for the issue of 
     such class or series adopted by the board of directors of the 
     Corporation as hereafter prescribed.

               (ii) Authority is hereby expressly granted to and vested in 
     the board of directors of the Corporation to authorize the issuance of 
     the Preferred Stock from time to time in one or more classes or series 
     and, with respect to each class or series of the Preferred Stock, to 
     fix and state, by the resolution or resolutions from time to time 
     adopted providing for the issuance thereof, the following:

                    (A)  whether or not the class or series is to have voting 
     rights, full, special, or limited, or is to be without voting rights, 
     and whether or not such class or series is to be entitled to vote as a 
     separate class either alone or together with the holders of one or more 
     other classes or series of stock;

                    (B)  the number of shares to constitute the class or series
     and the designations thereof;
<PAGE>

                    (C)  the preferences, and relative participating, optional,
     or other special rights, if any, and the qualifications, limitations, or
     restrictions thereof, if any, with respect to any class or series;

                    (D)  whether or not the shares of any class or series shall
     be redeemable at the option of the Corporation or the holders thereof or
     upon the happening of any specified event, and, if redeemable, the
     redemption price or prices (which may be payable in the form of cash,
     notes, securities, or other property), and the time or times at which, and
     the terms and conditions upon which, such shares shall be redeemable and
     the manner of redemption;

                    (E)  whether or not the shares of a class or series shall be
     subject to the operation of retirement or sinking funds to be applied to
     the purchase or redemption of such shares for retirement, and, if such
     retirement or sinking fund or funds are to be established, the annual
     amount thereof, and the terms and provisions relative to the operation
     thereof;

                    (F)  the dividend rate, whether dividends are payable in
     cash, stock of the Corporation, or other property, the conditions upon
     which and the times when such dividends are payable, the preference to or
     the relation to the payment of dividends payable on any other class or
     classes or series of stock, whether or not such dividends shall be
     cumulative or noncumulative, and if cumulative, the date or dates from
     which such dividends shall accumulate;

                    (G)  the preferences, if any, and the amounts thereof which
     the holders of any class or series thereof shall be entitled to receive
     upon the voluntary or involuntary liquidation, dissolution, or winding-up
     of, or upon any distribution of the assets of, the Corporation;

                    (H)  whether or not the shares of any class or series, at
     the option of the Corporation or the holder thereof or upon the happening
     of any specified event, shall be convertible into or exchangeable for, the
     shares of any other class or classes or of any other series of the same or
     any other class or classes of stock, securities, or other property of the
     Corporation and the conversion price or prices or ratio or ratios or the
     rate or rates at which such exchange may be made, with such adjustments, if
     any, as shall be stated and expressed or provided for in such resolution or
     resolutions; and

                    (I)  such other special rights and protective provisions
     with respect to any class or series as may to the board of directors of the
     Corporation seem advisable.

               (iii) The shares of each class or series of the Preferred Stock 
     may vary from the shares of any other class or series thereof in any or 
     all of the foregoing 


                                     -2-
<PAGE>

     respects.  The board of directors of the Corporation may increase the 
     number of shares of the Preferred Stock designated for any existing 
     class or series by a resolution adding to such class or series 
     authorized and unissued shares of the Preferred Stock not designated 
     for any other class or series.  The board of  directors of the 
     Corporation may decrease the number of shares of the Preferred Stock 
     designated for any existing class or series by a resolution subtracting 
     from such class or series authorized and unissued shares of the 
     Preferred Stock designated for such existing class or series, and the 
     shares so subtracted shall become authorized, unissued, and 
     undesignated shares of the Preferred Stock.

     5.   (a)  The directors, other than those who may be elected by the 
holders of any class or series of Preferred Stock, shall be divided into 
three classes, as nearly equal in number as possible.  One class of directors 
shall be initially elected for a term expiring at the annual meeting of 
stockholders to be held in 1997, another class shall be initially elected for 
a term expiring at the annual meeting of stockholders to be held in 1998, and 
another class shall be initially elected for a term expiring at the annual 
meeting of stockholders to be held in 1999.  Members of each class shall hold 
office until the earliest of (i) their successors being elected and 
qualified, (ii) their resignation or removal or (iii) if such directors are, 
or simultaneously become, employees of the Corporation or any subsidiary 
thereof at the time they are elected and qualified as directors of the 
Corporation, then until the termination (for any reason) of such employment.  
At each succeeding annual meeting of the stockholders of the Corporation, the 
successors of the class of directors whose term expires at that meeting shall 
be elected by a majority of all votes cast at such meeting to hold office for 
a term expiring at the annual meeting of stockholders held in the third year 
following the year of their election. Election of directors need not be by 
written ballot.

          (b)  Any director or the entire Board of Directors may be removed, 
but only for cause, and only by the affirmative vote of the holders of at 
least a majority of the shares then entitled to vote at an election of 
directors (the "Voting Shares"), voting together as a single class.
 
          (c)  The affirmative vote of the holders of at least two-thirds of 
the Voting Shares, voting together as a single class, shall be required to 
amend or repeal this Section 5 or adopt any provision inconsistent herewith.

     6.   The Board of Directors is authorized to make, alter or repeal the 
by-laws of the Corporation.

     7.   Whenever a compromise or arrangement is proposed between the 
Corporation and its creditors or any class of them and/or between the 
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 the Corporation or of any creditor or stockholder thereof or 
on the application of any receiver or receivers appointed for the Corporation 
under the provisions of Section 291 of Title 8 of the Delaware Code or on the 
application of trustees in 


                                     -3-
<PAGE>

dissolution or of any receiver or receivers appointed for the Corporation 
under the provisions of Section 279 of Title 8 of the Delaware Code order a 
meeting of the creditors or class of creditors, and/or of the stockholders or 
class of stockholders of the 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 the Corporation, as 
the case may be, agree to any compromise or arrangement and to any 
reorganization of the Corporation as consequence of such compromise or 
arrangement, the said compromise or arrangement and the said reorganization 
shall, if sanctioned by the court to which the said application has been 
made, be binding on all the creditors or class of creditors, and/or on all 
the stockholders or class of stockholders, of this Corporation, as the case 
may be, and also on this Corporation.

     8.   No director shall have any personal liability to the Corporation or 
its stockholders for monetary damages for breach of fiduciary duty as a 
director.  However, this provision does not eliminate or limit the liability 
of a director (a) for any breach of the director's duty of loyalty to the 
Corporation or its stockholders, (b) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (c) 
under Section 174 of the General Corporation Law of Delaware or (d) for any 
transaction from which the director derived an improper personal benefit.  If 
the General Corporation Law of Delaware is amended after the effective date 
of this Certificate of Incorporation to authorize corporate action further 
eliminating or limiting the personal liability of directors, then the 
liability of a director of this Corporation shall be eliminated or limited to 
the fullest extent permitted by the General Corporation Law of Delaware, as 
so amended.  Any repeal or modification of this Section either (i) by the 
stockholders of this Corporation or (ii) by an amendment to the General 
Corporation Law of Delaware (unless such statutory amendment specifically 
provides to the contrary) shall not adversely affect any right or protection, 
existing at the time of such repeal or modification with respect to any acts 
or omissions occurring either before or after such repeal or modification, of 
a person serving as a director at the time of such repeal or modification.

     9.   No action required or permitted to be taken at any meeting of the 
holders of the common stock of the Corporation may be taken without such 
meeting, the giving of prior notice or the taking of a vote.  The power of 
the holders of the common stock of the Corporation to consent, in writing or 
otherwise, to the taking of any action without such meeting, notice and vote 
is specifically denied.








                                     -4-
<PAGE>

                          CERTIFICATE OF DESIGNATIONS
                                      of
                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                      of
                      CROSS-CONTINENT AUTO RETAILERS, INC.
                        (Pursuant to Section 151 of the
                        Delaware General Corporation Law)
                    _______________________________________

          Cross-Continent Auto Retailers, Inc., Inc., a corporation organized 
and existing under the General Corporation Law of the State of Delaware 
(hereinafter called the "Corporation"), hereby certifies that the following 
resolution was adopted by the Board of Directors of the Corporation as 
required by Section 151 of the General Corporation Law by unanimous written 
consent on September 3, 1996: 

          RESOLVED, that pursuant to the authority granted to and vested in 
the Board of Directors of this Corporation (hereinafter called the "Board of 
Directors" or the "Board") in accordance with the provisions of the 
Certificate of Incorporation, the Board of Directors hereby creates a series 
of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the 
Corporation and hereby states the designation and number of shares, and fixes 
the relative rights, preferences, and limitations thereof as follows: 

          Series A Junior Participating Preferred Stock:

          Section 1.  DESIGNATION AND AMOUNT.  The shares of such series 
shall be designated as "Series A Junior Participating Preferred Stock" (the 
"Series A Preferred Stock") and the number of shares constituting the Series 
A Preferred Stock shall be 250,000.  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 A 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 A Preferred Stock.

          Section 2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the rights of the holders of any shares of any series 
     of Preferred Stock (or any similar stock) ranking prior and superior to 
     the Series A Preferred Stock with respect to dividends, the holders of 
     shares of Series A Preferred Stock, in preference to the holders of 
     Common Stock, par value $ .01 per share (the "Common Stock"), of the 
     Corporation, and of any other junior stock, shall be entitled to 
     receive, when, as and if declared by the Board of Directors out of 
     funds legally
<PAGE>

     available for the purpose, quarterly dividends payable in cash on the 
     first day of March, June, September and December in each year (each 
     such date being referred to herein as a "Quarterly Dividend Payment 
     Date"), commencing on the first Quarterly Dividend Payment Date after 
     the first issuance of a share or fraction of a share of Series A 
     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 
     or a subdivision of the outstanding shares of Common Stock (by 
     reclassification or otherwise), declared on the Common Stock since the 
     immediately preceding Quarterly Dividend Payment Date or, with respect 
     to the first Quarterly Dividend Payment Date, since the first issuance 
     of any share or fraction of a share of Series A Preferred Stock.  In 
     the event the Corporation shall at any time 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 A 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 A 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, if no dividend or distribution shall have been declared 
     on the Common Stock during the period between any Quarterly Dividend 
     Payment Date and the next subsequent Quarterly Dividend Payment Date, a 
     dividend of $1 per share on the Series A Preferred Stock shall 
     nevertheless be payable on such subsequent Quarterly Dividend Payment 
     Date. 

          (C)  Dividends shall begin to accrue and be cumulative on outstanding 
     shares of Series A Preferred Stock from the Quarterly 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 
     Quarterly 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 Quarterly Dividend Payment Date or is a date 
     after the record date for the determination of holders of shares of 
     Series A Preferred Stock entitled to receive a quarterly dividend and 
     before such Quarterly Dividend Payment Date, in either of which events 
     such dividends shall begin to accrue and be cumulative from such 
     Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall 
     not bear interest.  Dividends paid on the shares of Series A 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 


                                       2
<PAGE>

     time outstanding.  The Board of Directors may fix a record date for the 
     determination of holders of shares of Series A 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 A 
Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth, 
     each share of Series A Preferred Stock shall entitle the holder thereof 
     to 100 votes on all matters submitted to a vote of the stockholders of 
     the Corporation.  If the Corporation shall at any time 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 A 
     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 any other Certificate 
     of Designations creating a series of Preferred Stock or any similar 
     stock, or by law, the holders of shares of Series A 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 A 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 A Preferred Stock as provided in Section 2 are in 
     arrears, thereafter and until all accrued and unpaid dividends and 
     distributions, whether or not declared, on shares of Series A 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 (either as to dividends or 
          upon liquidation, dissolution or winding up) to the Series A 
          Preferred Stock;

               (ii) declare or pay dividends, or make any other distributions, 
          on any shares of stock ranking on parity (either as to dividends or 
          upon 


                                       3
<PAGE>


          liquidation, dissolution or winding up) with the Series A 
          Preferred Stock, except dividends paid ratably on the Series A 
          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 A 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 
          (either as to dividends or upon dissolution, liquidation or 
          winding up) to the Series A Preferred Stock; or 

               (iv) redeem or purchase or otherwise acquire for consideration 
          any shares of Series A Preferred Stock, or any shares of  stock 
          ranking on a parity with the Series A 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 A 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 cancellation become authorized but 
unissued shares of Preferred Stock and may be reissued as part of a new 
series of Preferred Stock subject to the conditions and restrictions on 
issuance set forth herein, in the Certificate of Incorporation, or in any 
other Certificate of Designations creating a series of Preferred Stock or any 
similar stock or as otherwise required by law.

          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 shares of stock ranking junior (either as 
to dividends or upon liquidation, dissolution or winding up) to the Series A 
Preferred Stock unless, prior thereto, the holders of shares of Series A 
Preferred Stock shall have received $100 per share, plus an amount equal to 
accrued and unpaid dividends and distributions thereon, whether or not 
declared, to the date of such payment, provided that the holders of shares of 
Series A 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 (either as to dividends or upon liquidation, dissolution or winding 
up) with the Series A Preferred Stock, 


                                       4
<PAGE>

except distributions made ratably on the Series A 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 the Corporation shall at any time 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 A 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 exchanged for or changed into other 
stock or securities, cash and/or any other property, then in any such case 
each share of Series A Preferred Stock shall at the same time be similarly 
exchanged 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 changed or 
exchanged.  If the Corporation shall at any time 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 exchange or change of shares of Series A 
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 A Preferred Stock 
shall not be redeemable. 

          Section 9.  RANK.  The Series A Preferred Stock shall rank, with 
respect to the payment of dividends and the distribution of assets, junior to 
all series of any other class of the Corporation's Preferred Stock. 

          Section 10.  AMENDMENT.  The Certificate of Incorporation of the 
Corporation shall not be amended in any manner which would materially alter 
or change the powers, preferences or special rights of the Series A Preferred 
Stock so as to affect them adversely without the affirmative vote of the 
holders of at least two-thirds of the outstanding shares of Series A 
Preferred Stock, voting together as a single class.


                                       5

<PAGE>

          IN WITNESS WHEREOF, this Certificate of Designations is executed on 
behalf of the Corporation by its Chairman of the Board and attested by its 
Secretary this 24th day of September, 1996.

                                                     /S/ Bill A. Gilliland     
                                                 ----------------------------
                                                     Chairman of the Board


Attest:

  /s/ Charles D. Wintion   
---------------------------
       Secretary 












                                       6