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Corporation
    BCA
  A.
    
    The name of the Corporation is TEEKAY SHIPPING CORPORATION. The Corporation was originally
incorporated under the law of the Republic of Liberia on February 9, 1979 under the name
Viking Star Shipping Inc. and was redomicled in the Republic of The Marshall Islands on
December 20, 1999.B.
    
    The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may now or hereafter be organized under the Business Corporation Act of the
Republic of The Marshall Islands (the BCA). In furtherance and not in limitation of the
foregoing, the more specific powers and purposes of the Corporation are as follows:




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(1)
    
    To purchase or otherwise acquire, own, use, operate, pledge, hypothecate,
mortgage, lease, charter, sub-charter, sell, build, and repair steamships, motorships,
tankers, whaling vessels, sailing vessels, tugs, lighters, barges, and all other
vessels and craft of any and all motive power whatsoever, including aircraft,
landcraft, and any and all means of conveyance and transportation by land, water or
air, together with engines, boilers, machinery, equipment and appurtenances of all
kinds, including masts, sails, boats, anchors, cables, tackle, furniture and all other
necessities thereunto appertaining and belonging, together with all materials,
articles, tools, equipment and appliances necessary, suitable or convenient for the
construction, equipment, use and operation thereof; and to equip, furnish and outfit
such vessels and ships.(2)
    
    To engage in ocean, coastwise and inland commerce, and generally in the
carriage of freight, goods, cargo in bulk, passengers, mail and personal effects by
water between the various ports of the world and to engage generally in waterborne
commerce throughout the world.(3)
    
    To purchase or otherwise acquire, own, use, operate, lease, build, repair,
sell or in any manner dispose of docks, piers, quays, wharves, dry docks, warehouses
and storage facilities of all kinds, and any property, real, personal and mixed, in
connection therewith.(4)
    
    To act as ships husband, ship brokers, customs house brokers, ships agents,
manager of shipping property, freight contractors, forwarding, agents, warehousemen,
wharfingers, ship chandlers, and general traders.(5)
    
    To enter into, make and perform contracts of every kind and description with
any person, firm, association, corporation, municipality, country, state, body
politic, or government or colony or any dependency thereof.(6)
    
    To appoint or act as an agent, broker, or representative, general or special,
in respect of any or all of the powers expressed herein or implied hereby; to appoint
agents, brokers or representatives.(7)
    
    To carry on its business, to have one or more offices, and to exercise its
powers in foreign countries, subject to the laws of the particular country.(8)
    
    To borrow or raise money and contract debts, when necessary for the
transaction of its business or for the exercise of its corporate rights, privileges or
franchise or for any other lawful purpose of its incorporation; to draw, make, accept,
endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, and
other instruments and evidences of indebtedness either secured by mortgage, pledge,
deed of trust, or otherwise, or unsecured.(9)
    
    To purchase or otherwise acquire, hold, own, mortgage, sell, convey, or
otherwise dispose of real and personal property of every class and description.(10)
    
    To apply for, secure by purchase or otherwise hold, use, sell, assign, lease,
grant licenses in respect of, mortgage or otherwise dispose of letters patent of any
country, patent rights, licenses, privileges, inventions, improvements and
processes, copyrights, trademarks, and trade names, relative to or useful in
connection with any business of the Corporation.




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(11)
    
    To buy, sell, pledge, negotiate and deal generally in shares of stocks, bonds
and other securities of other corporations irrespective of the business that such
corporations may be engaged in and irrespective of the nationality or domicile of such
corporations, and to deal generally in corporate securities listed on security
exchanges of various countries and engage generally in the business of finance in all
its phases as permitted by the laws of the Republic of the Marshall Islands.(12)
    
    To give guarantees of other persons, firms or corporations and to secure its
obligations under such guarantees by mortgage or pledge of, or creation of a security
interest in, and all or any part of its property or any interest therein, wherever
situated and, to give such guarantees even if not in furtherance of the corporate
purposes of a corporation, when such guarantees and, if applicable, such mortgage,
pledge or security interest, is authorized at a meeting of the shareholders by a vote
of the holders of a majority of the shares entitled to vote thereon.(13)
    
    To engage generally in any lawful commercial enterprise in any country and to
do all and everything lawfully necessary and proper for the accomplishment of the
objects enumerated in its Amended and Restated Articles of Incorporation or any
amendment thereof or necessary to the protection and benefit of the Corporation and in
general to carry on any lawful business necessary to the attainment of the objects of
the Corporation.
  C.
    
    The registered address of the Corporation in The Republic of The Marshall Islands shall be
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. The
name of the Corporations Registered Agent at such address shall be The Trust Company of the
Marshall Islands, Inc.D.
    
    The aggregate number of shares of stock that the Corporation is authorized to issue is Seven
Hundred Fifty Million (750,000,000) shares, all of which shall be registered shares, comprised
of:
 (1)
    
    Seven Hundred Twenty Five Million (725,000,000) registered shares of Common
Stock, par value one tenth of one cent ($0.001) each.




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(2)
    
    Twenty Five Million (25,000,000) shares of Preferred Stock, par value
One Dollar ($1) each. The shares of Preferred Stock may be issued from time to time in
one or more series in any manner permitted by law except as may otherwise be expressly
prohibited by the provisions of these Amended and Restated Articles of Incorporation
of the Corporation, as determined from time to time by the Board of Directors and
stated in the resolution or resolutions provided for the issuance thereof, prior to
the issuance of any shares thereof. The Board of Directors shall have the authority to
fix and determine, subject to the provisions hereof, the rights and preferences of the
 shares of any series so established.
  E.
    
    Subject to the provisions of the BCA, the number of Directors constituting the entire Board
shall be not less than 3 and shall be not more than 11. Subject to such limitations and the
Directors acting under a specific provision of the bylaws so authorizing them, such number
shall be fixed by resolution of the Board and such number shall be increased or decreased by
the vote of a majority of the entire Board. No decrease in the number of Directors shall have
the effect of shortening the term of any incumbent Director.F.
    
    To the full extent that the BCA, as it existed on May 31, 2006 or as it may
thereafter be amended, permits the limitation or elimination of the liability of Directors, a
Director of the Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a Director. Any amendment to or repeal of
this Section F shall not adversely affect any right or protection of a Director of the
Corporation for or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
 G.
    
    
    1.
    
    
    Except as otherwise expressly provided by law or by paragraphs 2 and 3
below, a majority of shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.
 2.
    
    For the purposes of consideration of and voting on any business that:
 (a)
    
    is submitted to the shareholders at any meeting; and(b)
    
    has been recommended by a majority of Continuing Directors (as defined below) for approval by the shareholders;




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3.
    
    For the purposes of considering and voting on the election of Directors
at any meeting, the quorum requirement stipulated in paragraph 1 shall apply unless all
nominees for election as Directors are persons recommended by a majority of Continuing
Directors. If such nominees are so recommended, the quorum requirement stipulated in
paragraph 2 shall apply.
 H.
    
    No holder of any shares of the Corporation shall have any pre-emptive right to
subscribe for, purchase or receive any shares of the Corporation, whether now or hereafter
authorized, or any securities convertible into or carrying options to purchase any such shares
of the Corporation, or any options or rights to purchase any such shares or securities, issued
or sold by the Corporation for cash or any other form of consideration or without
consideration, and no notice of any such right need be given to any shareholder of the
Corporation, but any such shares, securities, options or rights may be issued or disposed of
by the Board of Directors to such persons and on such terms as the Board of Directors in its
discretion shall deem advisable.
 th
 TEEKAY SHIPPING CORPORATIONBy:Name:
    
    Arthur J. BenslerTitle:
    
    Secretary