EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ARCO CHEMICAL COMPANY
**********
ARCO Chemical Company (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), hereby adopts this Amended and Restated Certificate of
Incorporation, which accurately restates and integrates the provisions of the
existing Certificate of Incorporation of the Corporation and any and all
amendments thereto that are in effect on the date hereof (the "Certificate of
Incorporation") and further amends the provisions of the Certificate of
Incorporation as described below, and does hereby further certify that:
A. The name of the Corporation is ARCO Chemical Company, The Corporation
was originally incorporated under the name "ARCO Chemical Corporation" and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 31, 1965.
B. The Board of Directors of the Corporation duly adopted a resolution
proposing and declaring advisable the amendments to the Certificate of
Incorporation as described herein, and the Corporation's stockholders duly
adopted such amendments, all in accordance with the provisions of Sections 228,
242 and 245 of the DGCL.
C. The Certificate of Incorporation is hereby restated and further
amended to read in its entirety as follows:
1. The name of the Corporation is ARCO Chemical Company.
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 as 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 DGCL.
4. The total number of shares of stock which the Corporation shall
have authority to issue is: One Thousand (1.000) and the par value of each
of such shares is No Dollars and One Cents ($0.01) amounting in the
aggregate to Ten Dollars and Zero Cents ($10).
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5. The Corporation is to have perpetual existence.
6. The Corporation reserves the right to amend, alter, change 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.
7. A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived any improper personal
benefit.
I, THE UNDERSIGNED, being the Vice President of the Corporation, for the
purpose of amending and restating its Certificate of Incorporation pursuant to
the DGCL, do 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 _____ day of July, 1998.
ARCO CHEMICAL COMPANY
By: ------------------------------------
Kerry A. Galvin
Vice President
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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
**********
ARCO Chemical Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
1. That the Board of Directors and the sole stockholder, by unanimous
written consent of the Board of Directors and written consent of the sole
stockholder, filed with the minutes of the Board, adopted a resolution proposing
and declaring advisable the following amendment to the Amended and Restated
Certificate of Incorporation of said corporation:
RESOLVED, that, pursuant to the provisions of Section 242 of the
General Corporation Law of the State of Delaware, the Amended and Restated
Certificate of Incorporation of ARCO Chemical Company, be amended by
changing the First Article thereof, so that, as amended, said Article shall
be and read as follows:
"1. The name of the Corporation is LYONDELL CHEMICAL WORLDWIDE,
INC."
2. That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.
3. That the effective date of this Certificate of Amendment shall be
January 1, 1999.
IN WITNESS WHEREOF, ARCO Chemical Company has caused this Certificate of
Amendment to be signed by Robert J. Millstone, its Vice President and attested
by Valerie H. Perry, its Assistant Secretary, as of this _____ day of December,
1998.
ARCO Chemical Company
By: ---------------------------------------
Robert J. Millstone
Vice President
Attest:--------------------
Valerie H. Perry
Assistant Secretary