AMENDED AND RESTATED CERTIFICATE OF FORMATION
ATWOOD OCEANICS, INC.
The name of the corporation is Atwood Oceanics, Inc. (the “ Corporation ”).
The Corporation is a for-profit corporation.
The purpose or purposes for which the Corporation is organized are:
The transaction of any or all lawful business for which for-profit corporations may be
incorporated under the Texas Business Organizations Code (the “ TBOC ”).
To do everything necessary, proper, advisable or convenient for the accomplishment or
furtherance of such purposes, provided the same not be prohibited by the laws of the State of
The aggregate number of shares which the Corporation shall have authority to issue is fifty-
one million (51,000,000) shares of capital stock, of which fifty million (50,000,000) shares shall be
common stock (the “ Common Shares ”) each with a par value of $1.00 per share, and of which
one million (1,000,000) shares, each without par value, shall be preferred stock (the “ Preferred
A. AUTHORIZED AMOUNT OF CAPITAL STOCK
B. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Section 1. Designation and Amount. The Corporation has designated five hundred thousand
(500,000) shares of preferred stock as the “Series A Junior Participating Preferred Stock” (the “
Series A Preferred Stock ”). The number of shares initially constituting the Series A Preferred
Stock shall be 500,000; provided, however, that if more than a total of 500,000 shares of Series A
Preferred Stock shall be issuable upon the exercise of Rights (the “ Right ”) issued pursuant to
the Rights Agreement dated October 18, 2002 between the Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent (the “ Rights Agreement ”), the Board of Directors of
the Corporation, pursuant to Sections 21.155 and 21.156 of the TBOC, shall direct by resolution
or resolutions that a statement be properly exe