LSB Industries, Inc. (the "Corporation" or "LSB"), a corporation organized and existing under the Delaware General Corporation Law, hereby certifies pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, that the following resolutions relating to the issuance of a new series of Class C Preferred Stock, no par value, of the Corporation consisting of 1,000,000 shares were duly adopted by a Special Committee of the members of the Board of Directors of the Corporation at a meeting held on October 9, 2001, pursuant to resolutions of the whole Board of Directors of the Corporation.

               RESOLVED, that pursuant to authority expressly granted to and vested in the Board 
               of Directors of LSB Industries, Inc. ("LSB" or the "Corporation") by the provisions 
               of the Restated Certificate of Incorporation of LSB, the Board of Directors of LSB 
               does hereby create, and LSB may issue, pursuant to the terms of the Agreement, 
               dated October 18, 2001, between LSB, Prime Financial Corporation, an Oklahoma 
               corporation ("Prime") and a wholly owned subsidiary of LSB, and Stillwater National 
               Bank and Trust Company ("Stillwater Bank") (the "Agreement"), from LSB's Class 
               C Preferred Stock, no par value, a new series consisting of 1,000,000 shares 
               designated as "Series D 6% Cumulative, Convertible Class C Preferred Stock," 
               no par value, and hereby fixes the designations, preferences, rights and privileges of 
               such Series D 6% Cumulative, Convertible Class C Preferred Stock and the 
               qualifications, limitations or restrictions thereof, as follows:

               1.     Designation. The shares of this series of Class C Preferred Stock shall be 
               designated as "Series D 6% Cumulative, Convertible Class C Preferred Stock" 
               (hereinafter called "Series D Preferred Stock"), having no par value, with said 
               Series D Preferred Stock to consist of one million (1,000,000) shares.

               2.     Dividends; Cumulative. The holders of shares of the Series D Preferred Stock 
               shall be entitled to receive cash dividends, but only when, as and if declared by the 
               Board of Directors of LSB, in a manner as permitted by law, at the rate of six percent 

STATE OF DELAWARE        
SECRETARY OF STATE       
DIVISION OF CORPORATIONS
FILED 02:30 P.M. 11/15/2001 
010580186 - 0833781        

               (6%) per annum of the Liquidation Preference (as defined below) of such Series D 
               Preferred Stock and no more, payable annually on such date in each year as shall be 
               fixed by the Board of Directors of LSB ("Cash Dividends").

                    If Cash Dividends on the Series D Preferred Stock for any year shall not have been 
               paid or set apart in full for the Series D Preferred Stock, the aggregate deficiency shall be
               cumulative and shall be paid or set apart for payment before any dividends shall be paid 
               upon or set apart for payment for any class of common stock of LSB (other than a 
               dividend payable in common stock of LSB).

                    Any accumulation of dividends on the Series D Preferred Stock shall not bear interest. 
               The holders of Series D Preferred Stock shall not be entitled to receive any dividends 
               thereon other than the dividends provided for in this paragraph 2.

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