Amended and Restated Certificate of Incorporation

CST Brands, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”), hereby certifies as follows:

1. The name of the corporation is CST Brands, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 7, 2012 under the name Corner Store Holdings, Inc. A Certificate of Amendment to the Certificate of Incorporation was filed on January 17, 2013 changing the name from Corner Store Holdings, Inc. to CST Brands, Inc.

2. This Amended and Restated Certificate of Incorporation (this “Restated Certificate of Incorporation”) was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and by the written consent of its sole stockholder in accordance with Section 228 of the DGCL.

3. This Restated Certificate of Incorporation restates and amends the original Certificate of Incorporation to read in its entirety as follows:

The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. The corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the corporation (the “Board of Directors”) may designate or as the business of the corporation may from time to time require.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

The total number of shares of all classes of stock that the corporation shall have authority to issue is 270,000,000 divided into classes as follows: 250,000,000 shares shall be Common Stock, par value $0.01 per share (“Common Stock”); and 20,000,000 shares shall be Preferred Stock par value $0.01 per share (“Preferred Stock”). Shares of any class of stock of the corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the corporation may from time to time determine.

The following is a statement of the powers, preferences and rights, and the qualifications, limitations and restrictions, of the classes of stock of the corporation, and the authority with respect thereto expressly vested in the Board of Directors of the corporation.

(1) Issuance in Series. The Preferred Stock may be issued in one or more series and in such amounts as may be established and designated from time to time by the Board of Directors as hereinafter provided. The Board of Directors is hereby vested with authority to establish and designate any unissued shares of Preferred Stock as a series of such stock. The designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of the Preferred Stock of any series shall be those that are stated and expressed herein and, to the extent not stated and expressed herein, shall be such as may be fixed by the Board of Directors and stated and expressed in resolutions adopted by the Board of Directors providing for the issuance of Preferred Stock of such series. The resolutions shall (a) specify the series to which such Preferred Stock shall belong; (b) specify the annual rate of dividends, if any, payable on shares of such series; (c) fix the amount which the holders of shares of such series shall be entitled to be paid in the event of any liquidation, dissolution or winding up of the corporation; and (d) state whether and at what times and under what conditions the shares of such series shall be redeemable and the amount or amounts payable thereon in the event of redemption. The resolutions may, in a manner not inconsistent with the provisions of this Article IV, (i) limit the number of shares of such series that may be issued, (ii) provide for a sinking fund for the purchase or redemption, or a purchase fund for the purchase, of shares of such series and the terms and provisions governing the operation of any sinking or purchase fund and the status as to reissuance of shares purchased or otherwise reacquired or redeemed or retired through the operation thereof, and provide that so long as the corporation is in default as to the sinking or purchase fund the corporation shall not (with such exceptions, if any, as may be provided) pay any dividends upon or purchase or redeem shares of any class of capital stock ranking junior to the Preferred Stock in respect of dividends or distributions of assets on liquidation of the corporation (all of which classes, other than the Preferred Stock, are hereinafter sometimes in this Division A of this Article IV embraced in the term “junior stock”), (iii) grant voting rights, full or limited, to the holders of shares of such series, (iv) impose conditions or restrictions upon the creation of indebtedness of the corporation or upon the issue of additional Preferred Stock or other capital stock ranking on a parity therewith or prior thereto with respect to dividends or distribution of assets upon liquidation, (v) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions in respect of, or the acquisition of, junior stock, (vi) grant to the holders of shares of such series the right to convert such shares into shares of junior stock, and (vii) grant other special rights to the holders of shares of such series as the Board of Directors may determine and as shall not be inconsistent with the provisions of this Division A of this Article IV. The term “fixed for such series” and similar terms as used in this Division A of this Article IV shall mean stated and expressed in this Division A of this Article IV or in resolutions adopted by the Board of Directors providing for the issue of Preferred Stock of the series referred to therein.

(2) Dividends. The holders of shares of Preferred Stock of each series, in preference to the holders of Common Stock and any other junior stock, shall be entitled to receive, as and when declared by the Board of Directors out of the assets of the corporation that are by law available for the payment of dividends, cash dividends as and to the extent provided in resolutions of the Board of Directors providing for the issuance of such series of Preferred Stock.

(3) Redemption. The corporation may redeem in whole or in part the Preferred Stock of any series which by its terms is redeemable, at the time or times and on the terms and conditions fixed for such series, upon notice duly given as hereinafter provided, by paying therefor in cash the sum fixed for such series, together, in each case, with an amount equal to dividends accrued to the date fixed for redemption and remaining unpaid. In case of the redemption of only part of the Preferred Stock of any series at the time outstanding, at the option of the Board of Directors such redemption shall be made pro rata or the shares of such series to be redeemed shall be chosen by lot in such manner as may be prescribed by the Board of Directors, except as may otherwise be provided herein or in the resolutions adopted by the Board of Directors for the issuance of such series.

Notice of any proposed redemption of Preferred Stock shall be given by the corporation by mailing a copy of such notice at least 30 days prior to the date fixed for such redemption to each holder of record of the shares to be redeemed at the holder’s address appearing on the books of the corporation. From and after the date of redemption so designated, notwithstanding that any certificate representing shares of Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue and all rights with respect to such shares of Preferred Stock so called for redemption shall forthwith on such redemption date cease and terminate, except for the right of the holders thereof to receive the redemption price of such shares so to be redeemed plus accrued and unpaid dividends up to the date fixed for redemption, but without interest thereon.

(4) Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the corporation (all of which are hereinafter embraced in the word “liquidation”), then, before any distribution or payment shall be made to the holders of the Common Stock or any other junior stock, the holders of the Preferred Stock of the respective series shall be entitled to be paid in full the respective amounts fixed for such series, plus in each case a sum equal to accrued and unpaid dividends thereon to the date of payment thereof. After this payment has been made in full to the holders of the Preferred Stock, the remaining assets and funds of the corporation shall be distributed among the holders of the Common Stock and the other junior stock of the corporation according to their respective rights. In the event that the assets of the corporation are not sufficient to make the payment herein required to be made in full, such assets shall be distributed to the holders of the Preferred Stock of the respective series pro rata in proportion to the respective amounts fixed for such series.

Neither (a) the merger or consolidation of the corporation into or with another corporation, nor (b) the merger of any other corporation into the corporation, shall be deemed to be a liquidation, dissolution or winding up of the corporation with the meaning of this Paragraph (4).

(5) Limitations. So long as any shares of Preferred Stock are outstanding, the corporation shall not, without the consent of the holders of a majority of the total number of shares of the Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a meeting called for the purpose:

(a) Create or authorize any shares of any class of stock ranking prior to the Preferred Stock in respect of dividends or distributions of assets on liquidation of the corporation (hereinafter sometimes referred to as “prior stock”) or any securities convertible into any such prior stock; or

(b) Amend, alter or repeal any of the rights, preferences or powers of the holders of Preferred Stock to affect adversely any such rights, preferences or powers; provided, however, that if any amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least a majority of the total number of shares of all series so affected shall be required by this Paragraph (5).

(6) Status of Shares Redeemed or Retired. Except as otherwise provided in this Division A of this Article IV or in any resolutions of the Board of Directors providing for the issuance of any particular series of Preferred Stock, Preferred Stock redeemed or otherwise retired by the corporation shall assume the status of authorized but unissued Preferred Stock and may thereafter, subject to the provisions of this Division A of this Article IV and of any restrictions contained in any resolutions of the Board of Directors providing for the issuance of any particular series of Preferred Stock, be reissued in the same manner as other authorized but unissued Preferred Stock.

(1) Dividends. After the requirements with respect to any preferential dividends upon the Preferred Stock have been met, the holders of the Common Stock shall be entitled to receive dividends as may be declared from time to time by the Board of Directors.

(2) Voting Rights. Each share of Common Stock shall entitle the holder thereof to one vote for each share held.

(3) Liquidation. In the event of any liquidation of the corporation, after the holders of the Preferred Stock of each series and any other class of stock ranking prior to the Common Stock in respect of distributions of assets on liquidation of the corporation have been paid in full the amount to which they respectively shall be entitled, or a sum sufficient for such payment in full has been set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock and any other class of stock ranking prior to the Common Stock.

(1) Voting Rights. Except as otherwise provided herein or by law, the Common Stock and any other capital stock of the corporation at the time entitled thereto shall vote together as one class.

(2) Regarding Pre-emptive Rights. No stockholder of the corporation shall by reason of holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes,

debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any shares, or notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the Board of Directors in its discretion may fix. The Board of Directors may issue shares of stock of any class of this corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of stock of any class, without offering any such shares of stock of any class or any notes, debentures, bonds or other either in whole or in part, to the existing stockholders of any class.

(1) Exercise of Corporate Powers. All corporate powers shall be exercised by or under the direction of the Board of Directors except as otherwise provided by law or by this Restated Certificate of Incorporation.

(2) Number and Classification of Directors. The number of Directors which shall constitute the whole Board of Directors shall be as specified from time to time in the By-Laws of the corporation (but in any event not fewer than three (3)), except in the case of an increase in the number of Directors by reason of any default provisions with respect to any outstanding series of Preferred Stock. The Board of Directors (excluding any Directors elected by reason of any default provisions with respect to any outstanding series of Preferred Stock) shall be divided into three classes as nearly equal in number as may be, being Class I, Class II and Class III. The number of Directors in each class shall be the whole number contained in the quotient derived by dividing the authorized number of Directors by three, and if a fraction is also contained in the quotient, then if that fraction is one-third (1/3) then the extra Director shall be a member of Class III, and if the fraction is two-thirds (2/3) then one of the extra Directors shall be a member of Class III and the other shall be a member of Class II. Each Director shall serve for a term ending on the third annual meeting following the annual meeting at which such director was elected; provided, however, that the Directors first elected to Class I shall serve for a term ending on the annual meeting following their first election as Directors, the Directors first elected to Class II shall serve for a term ending on the second annual meeting following their first election as Directors, and the Directors first elected to Class III shall serve a full term as hereinabove provided. The foregoing notwithstanding, each Director shall serve until his or her successor shall have been qualified, or until he or she becomes disabled or is otherwise removed.

(3) Designation and Redesignation of Directors. For purposes of Paragraph (2) of this Article V, reference to the first election of Directors shall signify the first election of Directors concurrent with or following the first date on which this Article V shall become effective in accordance with the laws of Delaware. At each annual election held thereafter, the Directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the Directors they succeed. If for any reason the number of Directors in the various classes shall not conform with the formula set forth in the preceding paragraph, the Board of Directors may (but shall not be required to) redesignate any Director into a different class in order that the balance of Directors in such classes shall conform thereto.

(4) Election and Removal of Directors. At each annual meeting of stockholders, Directors chosen to succeed those whose terms then expire shall be elected for a full term of office expiring at the third succeeding annual meeting of stockholders after their election. When the number of Directors is increased by amendment to the By-Laws of the corporation, and any newly created directorships are filled by the Board of Directors, such additional Directors shall not be assigned to a director class until the next annual meeting of stockholders. Subject to the foregoing, Directors elected to fill a vacancy shall hold office for a term expiring at the annual meeting at which the term of the class to which they shall have been elected expires. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Restated Certificate of Incorporation to elect additional directors under specific circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 60 percent of the voting power of the then outstanding voting stock, voting together as a single class.

(5) Certain Matters to be Prescribed by By-Laws. The number, qualifications, terms of office, manner of election, time and place of meeting, compensation and powers and duties of the Directors may be prescribed from time to time by the By-Laws of the corporation, and the By-Laws of the corporation may also contain any other provisions for the regulation and management of the affairs of the corporation not inconsistent with law or this Restated Certificate of Incorporation. Unless and except to the extent that the By-Laws of the corporation shall so require, the election of Directors of the corporation need not be by written ballot.

(6) Express Powers of the Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

(a) To adopt, amend or repeal the By-laws of the corporation; provided, however, that the By-laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto, provided further that in the case of amendments by stockholders, the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding voting stock, voting together as a single class, shall be required to alter, amend or repeal Article I, Section 2 (Calling of Special Meetings), Article I, Section 14 (Written Consent in Lieu of Meeting Not Permitted), Article II, Section 1 (Management, Composition, Classification), Article II, Section 2 (Vacancy), Article II, Section 10 (Removal), Article VIII (Indemnification) or Article IX (Amendments) of the By-laws.

(b) To fix, determine and vary from time to time the amount to be maintained as surplus and the amount or amounts to be set apart as working capital.

(d) To set apart out of any of the funds of the corporation available for dividends a reserve for any proper purposes and to abolish any such reserve in the manner in which it was created.

(e) To designate by resolution passed by a majority of the whole Board one or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in said resolution or resolutions or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. Such committees shall have such names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

(f) From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined, or as expressly provided by law or in this Restated Certificate of Incorporation, no stockholder shall have any right to inspect any account, book or document of the corporation other than such rights as may be conferred by applicable law.

(7) Vote Required to Amend Certain Provisions. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding voting stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with any of Paragraphs (2), (3) or (4), or paragraph (a) of Paragraph (6), of this Article V, Article VI or Article VIII.

(8) Regarding Certain Contracts and Transactions. No contract or other transaction between the corporation and any other corporation shall be affected or invalidated by the fact that one or more of the Directors of this corporation is or are interested in, or is a director or officer, or are directors or officers, of such other corporation, and no contract or other transaction between the corporation and any other person or firm shall be affected or invalidated by the fact that one or more of the Directors of this corporation is a party to, or are parties to, or interested in, such contract or transaction; provided, that in each such case the nature and extent of the interest of such Director in the contract or other transaction and the fact that such Director is a director or officer of such other corporation is known to the Board of Directors or is disclosed at the meeting of the Board of Directors at which the contract or other transaction is authorized.

(9) Indemnification of Directors, Officers and Others. The corporation shall indemnify the Directors, officers, employees or agents of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, benefit plan, non-profit or charitable organization, or other enterprise, to the full extent that corporations shall have the power to indemnify such persons under the DGCL.

(10) Limitation on Personal Liability. No Director shall be personally liable to the corporation or any stockholder for monetary damages for breach of fiduciary duty as a Director, except for any matter in respect of which such Director shall be liable under Section 174 of Title 8 of the Delaware Code (relating to the DGCL) or any amendment thereto or successor provision thereto or shall be liable by reason that, in addition to any and all other requirements for such liability, he or she (a) breached his or her duty of loyalty to the corporation or its stockholders,

(b) shall not have acted in good faith, or in failing to act, shall not have acted in good faith, (c) acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, acted in a manner involving intentional misconduct or a knowing violation of law, or (d) derived an improper personal benefit. Neither the amendment nor repeal of this paragraph, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this paragraph, shall eliminate or reduce the effect of this paragraph in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Restated Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of at least 80 percent of the voting power of the then outstanding voting stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article VI.

The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders thereof to purchase from the corporation shares of stock or other securities of the corporation or any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following:

(a) the initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights;

(b) provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the corporation;

(c) provisions which adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the corporation, a change in ownership of the corporation’s stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the corporation or any stock of the corporation, and provisions restricting the ability of the corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the corporation under such rights;

(d) provisions which deny the holder of a specified percentage of the outstanding stock or other securities of the corporation the right to exercise such rights and/or cause the rights held by such holder to become void;

(e) provisions which permit the corporation to redeem or exchange such rights; and

Unless the Board of Directors otherwise determines, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the corporation to the corporation or the corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the corporation or any director or officer of the corporation arising pursuant to any provision of the DGCL or this Restated Certificate of Incorporation or By-laws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer of the corporation governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware.

IN WITNESS WHEREOF, said CST Brands, Inc. has caused this Restated Certificate of Incorporation to be signed by its Chief Executive Officer and President, and attested by its Secretary this 30^th day of April, 2013.


CST BRANDS, INC.

By:		/s/ Kimberly S. Bowers
		Kimberly S. Bowers President and Chief Executive Officer


ATTEST:

By:		/s/ Cynthia P. Hill
		Cynthia P. Hill General Counsel and Corporate Secretary