Exhibit 3(i)(a)
RESTATED CERTIFICATE OF INCORPORATION
OF
PHILLIPS PETROLEUM COMPANY
Adopted in accordance with the provisions
of Section 245 of the General Corporation
Law of the State of Delaware
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Phillips Petroleum Company, a corporation existing under the laws of the
State of Delaware, does hereby certify:
FIRST: That the name of the corporation is Phillips Petroleum Company.
SECOND: That the Certificate of Incorporation of the corporation was
filed by the Secretary of State, Dover, Delaware, on the 13th day of June
1917.
THIRD: That the text of the Certificate of Incorporation of said
Phillips Petroleum Company, as amended, is hereby restated, without further
amendment or change, to read as follows:
RESTATED
CERTIFICATE OF INCORPORATION
OF
PHILLIPS PETROLEUM COMPANY
***
WE, THE UNDERSIGNED, being associated to establish a corporation for the
purposes hereinafter set forth, under the General Corporation Laws of the
State of Delaware, do hereby make and file a certificate of incorporation
in writing certifying:
FIRST: The name of the corporation is PHILLIPS PETROLEUM COMPANY.
SECOND: The registered office of the corporation is to be located at
229 South State Street, City of Dover, in the County of Kent, in the State
of Delaware; and the name of its registered agent is UNITED STATES
CORPORATION COMPANY.
THIRD: The nature of the business of the corporation and the objects or
purposes proposed to be transacted, promoted or carried on, are:
(a) To carry on the business of buying, selling, or otherwise acquir-
ing, taking, owning, holding, developing, leasing, managing, manufactur-
ing, importing and exporting, utilizing, marketing, trading, dealing in,
and otherwise turning to account, any and all kinds and grades of oil
and gas, petroleum, asphalt, bitumen and bituminous substances of all
kinds, carbon and hydrocarbon products, and any and all elements,
constituents, products, by-products, compounds, blends and combinations
thereof;
(b) To purchase, take, hold, own, lease, exchange, or otherwise
acquire, and to develop, sell, mortgage, let and deal in gas-bearing,
oil-bearing and other mineral-bearing properties, leases, mines, wells
and rights, and any and all interest whatsoever therein or thereto, and
to engage in the business of producing, mining and selling gas, oil and
other minerals;
(c) To purchase, obtain by contract or concession, or otherwise
acquire, take, hold, own, develop, explore, exploit, improve, operate,
lease, enjoy, control, manage, or otherwise turn to account, mortgage,
grant, sell, exchange, deal in, convey, or otherwise dispose of, any and
all lands, real estate, leases, concessions, licenses, immunities,
powers, privileges, grants, rights, land patents, franchises, deposits,
wells, mines, quarries, locations, claims, easements, tenements,
hereditaments and interests, of every description and nature whatsoever;
(d) In connection with and incidental to any of the foregoing, to
purchase, or otherwise acquire, take, own, hold, mortgage, pledge,
create liens upon, convey, sell, lease, enjoy, or otherwise turn to
account, assign and transfer, and to invest, trade and deal in goods,
wares and merchandise and real and personal property, and to exercise
any and all powers connected with or relating to each and every of the
foregoing businesses;
(e) To construct, build, purchase, lease, or otherwise acquire, take,
own, hold, equip, improve, develop, maintain, manage, control, operate,
mortgage, create liens upon, deal in, and otherwise dispose of and turn
to account, any and all kinds of plants, works, factories, buildings,
structures, stores, storehouses, warehouses, houses, extracting plants,
waterworks and plants, tanks, reservoirs, containers, pumps, stills,
condensers, absorbers, tubes, engines, boilers, turbines, generators,
converters, machines and machinery of all kinds, electrical and other-
wise, switchboards, meters and all kind of measuring devices, tools,
implements, equipment, apparatus and things or property, real or
personal, of every kind and description, cars, tank cars, tanks, pipe
lines, transmission
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lines, distribution lines and plants, mains, pipes, conduits,
ducts, services, pumping and compressing stations, terminals,
storage plants and equipment, systems, vehicles, however propelled,
ships, docks, boats, barges, floats, vessels and craft of any and all
kinds, however operated or propelled, docks, wharves, drydocks, repair
shops, elevators, piers and any and all facilities, connections,
installations, appliances, apparatus, appurtenances, things or property,
real and personal, of every kind and description connected with,
incidental to, necessary, suitable, useful, convenient or appertaining
to the producing, drilling for, mining, manufacturing, buying, acquir-
ing, securing, transporting, refining, reducing, condensing,
evaporating, vaporizing, blending, analyzing, compressing, liquefying,
absorbing, cracking, extracting, separating, purifying, combining,
mixing, marketing, utilizing, dealing in, storing, or otherwise
disposing of and turning to account, oil of any and all kinds and
grades, gas, either natural or artificial, gasoline, naptha, alcohol,
benzine, kerosene, carbon and hydrocarbon products, nitrates, petroleum,
asphalt, bitumen and bituminous substances of all kinds, and the
elements, constituents, products and by-products, mixtures, combinations
and blends thereof, and for any of the purposes enumerated in this
certificate;
(f) To apply for, obtain, register, purchase, lease, acquire, secure,
own, hold, use, operate, contract or negotiate for, take licenses or
other rights in respect of, sell, transfer, grant licenses and rights in
respect of, manufacture under, introduce, sell, assign, collect the
royalties on, mortgage, pledge, create liens upon, or otherwise dispose
of, deal in and turn to account letters patent, patents, patent rights,
patents applied for or to be applied for, trade marks, trade names and
symbols, distinction marks and indications of origin or ownership,
copyrights, syndicate rights, inventions, discoveries, devices,
machines, improvements, processes, data, formulae of any and all kinds
granted by or recognized under or pursuant to the laws of the United
States of America, or of any other country or countries whatsoever;
(g) To acquire all or any part of the good will, rights, property and
business of any person, firm, association, heretofore or hereafter
engaged in any business similar to the business of this corporation, and
to pay for the same in cash or in stock or bonds of this corporation or
otherwise, and to hold, utilize, enjoy and in any manner dispose of the
whole, or any part of the rights and property so acquired, and to assume
in connection therewith, any liabilities of any such person, firm,
association or corporation, and to conduct in any lawful manner and in
any country, state or locality herein enumerated, the whole or any part
of the business thus acquired, provided such business is within the
authorization of the General Corporation Laws of the State of Delaware;
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(h) To purchase, own, hold, sell, assign, transfer, mortgage, pledge,
create liens upon, or otherwise dispose of, so far as may be done under
the laws of the State of Delaware, any of the shares of the capital
stock of, or any bonds, debentures, notes, securities or other evidences
of indebtedness, created, issue or incurred by any public, municipal,
quasi public or private corporations or associations, wherever organized
or created, and as owner thereof to exercise all rights, powers and
privileges of ownership, including the right to vote upon any stock thus
owned; and to aid in any manner which shall be lawful any corporation or
association of which any bonds, stocks or other securities or evidences
of indebtedness shall be held by this corporation, and to do any acts
and things permitted by law and designed to protect, preserve, improve
or enhance the value of any such bonds, stocks or other securities or
evidences of indebtedness;
(i) To have one or more offices and to carry on any and all of its
businesses and operations without restriction or limit as to amount,
either within or without the State of Delaware, in the other states, the
District of Columbia, the territories, colonies and dependencies of the
United States of America, and in all or any foreign countries or in any
part of the world;
(j) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or attainment of any of the
objects or exercise of any of the powers herein set forth, whether
herein specified or not, either alone or in connection with other
firms, individuals or corporations, both in this State and throughout
the United States and elsewhere, and to do any other act or
acts, thing or things, incidental or appurtenant to or growing out of or
connected with said businesses or powers, or any part thereof, if not
inconsistent with the laws under which this corporation is organized;
(k) It is declared that the objects and powers specified in the various
paragraphs contained in this clause shall be in no wise limited or
restricted by reference to or inference from the term of any other of
the paragraphs of this or any other clause of this certificate of
incorporation.
FOURTH: (a) Capital Stock. The corporation shall have the authority
to issue 500 million shares of common stock, $1.25 par value, and 300
million shares of preferred stock, $1.00 par value.
(b) Common Stock. The shares of authorized common stock of the
corporation shall be identical in all respects and shall have equal rights
and privileges.
(c) Preferred Stock. The board of directors shall have authority to
issue the shares of preferred stock from time to time on such terms as it
may determine, and to divide the preferred stock into one or more classes
or series and in connection with the creation of
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any such class or series to fix by the resolution or resolutions
providing for the issue of shares thereof the designations, voting powers,
preferences and relative, participating, optional, or other special rights
of such class or series, and the qualification, limitations, or
restrictions thereof, to the full extent now or hereafter permitted by law.
FIFTH: The corporation is to have perpetual existence.
SIXTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatsoever.
SEVENTH: The provisions which the incorporators hereby insert in the
certificate of incorporation of the corporation for the regulation of the
business and for the conduct of the affairs of the corporation and
creating, defining, limiting and regulating the powers thereof and of the
directors, and stockholders, the same being in furtherance of and in
addition to, and not in limitation of the powers now or hereafter conferred
by the present or any future law or laws of the State of Delaware are as
follows:
1. The number of directors of the corporation, none of whom need be a
stockholder, shall be fixed and may be altered from time to time as may
be provided by the By-Laws; and in case of any increase in the number of
directors, the additional directors shall be elected as provided by the
By-Laws;
2. The board of directors shall have power to fix the amount of the
accumulated profits of this corporation to be reserved as working
capital, or for any other lawful purpose, prior to the declaration of
any dividend upon the corporation's stock;
3. Subject to the provisions of Article NINTH hereof, the corporation
shall have power, acting through its board of directors, except that in
cases where the action of the stockholders shall be required by statute
or this certificate of incorporation, such action shall also be
obtained,
(a) The board of directors shall have power to issue its stocks, bonds,
or other obligations, from time to time, for such consideration as
may be fixed, from time to time, by the board of directors;
(b) To borrow money and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness, whether secured by
mortgage, pledge or otherwise, and to secure the same by mortgage,
pledge or otherwise of all or any part of its property or assets;
and generally to make and perform agreements and contracts of every
kind and description;
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(c) The stockholders of this corporation shall have power to make,
alter, amend and repeal the By-Laws of this corporation in whole
or in part by majority vote of the stockholders at any annual
meeting or special meeting called for that purpose, and the board of
directors shall have power to make, alter, amend and repeal in whole
or in part the By-Laws of this corporation at any regular or special
meeting of the board of directors, except those By-Laws adopted by
the stockholders of this corporation;
(d) To guarantee the payment of dividends or the principal and interest
on the property, stocks, bonds, debentures, or other securities
issued by or the performance of any other contract or obligation of
any other person, corporation, association or partnership whatso-
ever, so far as the same is not contrary to law, whenever, in the
judgment of the board of directors or executive committee, it shall
be necessary or proper for the business of the corporation or in the
furtherance of its interest so to do;
(e) The board of directors shall have power, from time to time, to
appoint an executive committee consisting of two or more of their
number, which committee shall for the time being, as may be provided
in a resolution of the board of directors, or in the By-Laws of this
corporation, have or exercise any and all of the powers of the board
of directors in the management of the business and affairs of this
corporation;
(f) Both the stockholders and directors shall have power to hold their
meetings either within or without the State of Delaware; and to
keep the books, documents and records of this corporation, except as
may be otherwise required by the laws of this State, outside of the
State of Delaware;
(g) The board of directors shall have power to determine, from time to
time, whether and to what extent and under what conditions and
regulations the accounts, books and records of this corporation,
other than as may be provided by the laws of Delaware, or any of
them, shall be open to the inspection of the stockholders; and no
stockholder shall have any right to inspect any account or book or
document of this corporation, except as conferred by the Statutes of
the State of Delaware, unless and until authorized to do so by a
resolution of the directors or stockholders of this corporation;
(h) 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 law, and all rights conferred
on stockholders herein are subject to this reserved power;
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(i) The directors and officers of this corporation may be directors and
officers in other corporations, and transactions and contracts of
this corporation with said other corporations shall not be affected
by the fact that the officers hereof are interested in or are
directors or officers of such other corporation or corporations;
(j) This corporation shall have the power to procure itself to be
licensed or organized in any state or subdivision thereof of the
United States, the District of Columbia, the territories, colonies
or possessions of the United States, and in any foreign country.
EIGHTH: No holder of any security of the corporation now or hereafter
authorized shall have any right as such holder to subscribe for, purchase
or otherwise acquire any other or additional security of the corporation
whether now or hereafter authorized, unissued or issued and thereafter
acquired by the corporation; provided, any such right as is outstanding
on April 28, 1970, and was created or granted pursuant to an express
authorization of the Board of Directors and/or the stockholder of the
corporation shall be unaffected by the provisions of this Article; and,
provided further, the Board of Directors may, in its sole and absolute
discretion, at any time and from time to time, by expressly so doing,
create any such right upon such terms and conditions and with such
limitations and restrictions as it considers appropriate, in which event
the holders of securities of the corporation shall have such rights, but
only such rights, as have been expressly so created. As used above, the
word "security" includes any and all rights or interests in or arising out
of any type, class or series of any shares of capital stock in the
corporation or any warrant, option, conversion privilege, or other right
to subscribe to, purchase, convert into, exchange for or otherwise acquire
any such rights or interests in or arising out of such shares.
NINTH: The affirmative vote of the holders of not less than 75 percent
of the Voting Stock shall be required for the approval or authorization of
any Business Transaction with a Related Person, or any Business Transaction
in which a Related Person has an interest (except proportionately as a
stockholder of the corporation); provided, however, that the 75 percent
voting requirement shall not be applicable if (i) Continuing Directors at
the time constitute at least a majority of the entire Board of Directors of
the corporation and have expressly approved the Business Transaction by at
least a majority vote of such Continuing Directors, or (ii) all of the
following conditions are satisfied:
1. the Business Transaction is a merger or consolidation or sale,
lease, exchange, transfer or other disposition of substantially all of
the assets of the corporation, and the cash or fair market value of the
property, securities or other
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consideration to be received per share by holders of common
stock of the corporation (other than such Related Person) in
connection with such Business Transaction is at least equal in
value to such Related Person's Highest Purchase Price and such per
share consideration is in cash or the same form as such Related Person
has previously paid to acquire the largest number of shares of common
stock of the corporation acquired by such Related Person prior to such
Business Transaction; and
2. after such Related Person has become the Beneficial Owner of not
less than 15 percent of the Voting Stock and prior to the consummation
of such Business Transaction, such Related Person shall not have become
the Beneficial Owner of any additional shares of Voting Stock, except
(i) as a part of the transaction which resulted in such Related Person
becoming the Beneficial Owner of not less than 10 percent of the Voting
Stock or (ii) as a result of a pro rata stock dividend or stock split;
and
3. prior to the consummation of such Business Transaction, such Related
Person shall not have, directly or indirectly, (i) received the benefit
(except proportionately as a stockholder of the corporation) of any
loans, advances, guarantees, pledges or other financial assistance or
tax credits or other tax advantages provided by the corporation or any
of its subsidiaries, or (ii) caused any material change in the
corporation's business, capital structure, including, without
limitation, the issuance of shares of capital stock of the corporation
to any third party, or common stock dividend rate or policy (except as
approved by a majority of the Continuing Directors).
For the purpose of this Article NINTH:
1. The term "Business Transaction" shall mean (a) any merger or
consolidation involving the corporation or a subsidiary of the
corporation, (b) any sale, lease, exchange, transfer or other
disposition (in one transaction or a series of transactions), including,
without limitation, a mortgage or any other security device, of all or
any Substantial Part of the assets either of the corporation or of a
subsidiary of the corporation, (c) any sale, lease, exchange, transfer
or other disposition of all or any Substantial Part of the assets of an
entity to the corporation or a subsidiary of the corporation, (d) the
issuance, sale exchange, transfer or other disposition by the
corporation or a subsidiary of the corporation of any securities of the
corporation or any subsidiary of the corporation, except proportionately
to the stockholders of the corporation or of such subsidiary, (e) any
recapitalization or reclassification of the securities of the
corporation (including, without limitation, any reverse stock split) or
other transaction that would have the effect of increasing the
proportionate voting power of a Related Person, (f) any liquidation,
spinoff, splitoff, splitup or dissolution of the corporation, and (g)
any agreement, contract
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or other arrangement providing for any of the transactions described in
this definition of Business Transaction.
2. The term "Related Person" shall mean and include (a) any individual,
corporation, partnership, group, association or other person or entity
which, together with its Affiliates and Associates, is the Beneficial
Owner of not less than 10 percent of the Voting Stock or was the
Beneficial Owner of not less than 10 percent of the Voting Stock (i) at
the time the definitive agreement providing for the Business Transaction
(including any amendment thereof) was entered into, (ii) at the time a
resolution approving the Business Transaction was adopted by the Board
of Directors of this corporation or (iii) as of the record date of this
corporation for the determination of stockholders entitled to notice of
and to vote on, or consent to, the Business Transaction, and (b) any
Affiliate or Associate of any such individual, corporation, partnership,
group, association or other person or entity; provided, however, and
notwithstanding anything in the foregoing to the contrary, the term
"Related Person" shall not include this corporation, a wholly owned
subsidiary of this corporation, any employee stock ownership or other
employee benefit plan of this corporation or of any wholly owned
subsidiary of this corporation, or any trustee of, or fiduciary with
respect to, any such plan when acting in such capacity.
3. The term "Beneficial Owner" shall be defined by reference to Rule
13d-3 under the Securities Exchange Act of 1934, as in effect on
March 1, 1984; provided, however, that any individual, corporation,
partnership, group, association or other person or entity which has the
right to acquire any voting stock at any time in the future is
contingent or absolute, pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or option,
or otherwise, shall be deemed the Beneficial Owner of such Voting Stock.
4. The term "Highest Purchase Price" shall mean the highest amount of
consideration paid by such Related Person for a share of common stock of
the corporation (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) at any time within two years prior to the date
such Related Person became a Related Person and during any time while
such Related Person was a Related Person; provided, however, that the
Highest Purchase Price shall be appropriately adjusted to reflect the
occurrence of any reclassification, recapitalization, stock split,
reverse stock split or other readjustment in the number of outstanding
shares of common stock of the corporation, or the payment of a stock
dividend thereon, between the last date upon which such Related Person
paid the Highest Purchase Price and the effective date of the merger or
consolidation or the date of the distribution to stockholders of the
corporation of the proceeds from the sale, lease, exchange, transfer or
other disposition of
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substantially all of the assets of the corporation referred
to in the first subparagraph 1 of this Article NINTH.
5. The term "Substantial Part" shall mean more than 5 percent of the
book value of the total assets of the entity in question, as reflected
on the most recent fiscal year-end consolidated balance sheet of such
entity existing at the time the stockholders of the corporation would be
required to approve or authorize the Business Transaction involving the
assets constituting any such Substantial Part.
6. In the event of a merger in which the corporation is the surviving
corporation, for the purpose of the first subparagraph 1 of this Article
NINTH, the phrase "property, securities or other consideration to be
received" shall include, without limitation, common stock of the
corporation retained by its stockholders (other than such Related
Person).
7. The term "Voting Stock" shall mean all outstanding shares of capital
stock of the corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article NINTH as one
class; provided, however, that if the corporation has shares of Voting
Stock entitled to more or less than one vote for any such share, each
reference in this Article NINTH to a proportion of shares of Voting
Stock shall be deemed to refer to such proportion of the votes entitled
to be cast by such shares.
8. The term "Continuing Director" shall mean a director who either was
a member of the Board of Directors of the corporation prior to the time
such Related Person became a Related Person or who subsequently became a
director of the corporation and whose election, or nomination for
election by the corporation's stockholders, was approved by a vote of at
least three-quarters of the Continuing Directors then on the Board;
provided, however, that in no event shall a director be considered a
"Continuing Director" if such director is a Related Person and the
Business Transaction to be voted upon is with such Related Person or is
one in which such Related Person otherwise has an interest (except
proportionately as a stockholder of the corporation).
9. The term "Affiliate", used to indicate a relationship to a specified
person, shall mean a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, such specified person.
10. The term "Associate", used to indicate a relationship with a
specified person, shall mean (a) any corporation, partnership or other
organization of which such specified person is an officer or partner or
is, directly or indirectly the Beneficial Owner of 10 percent or more of
any class of equity securities,
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(b) any trust or other estate in which such specified person
has a substantial beneficial interest or as to which such
specified person serves as a trustee or in a similar fiduciary
capacity, (c) any relative or spouse of such specified person,
or any relative of such spouse, who has the same home as such specified
person or who is a director or officer of the corporation or any of its
parents or subsidiaries and (d) any person who is a director or officer
of such specified person or any of its parents or subsidiaries (other
than the corporation or any wholly owned subsidiary of the corporation).
For the purpose of this Article NINTH, if the Continuing Directors
constitute at least a majority of the entire Board of Directors of the
corporation, then a majority of such Continuing Directors shall have the
power to make a good faith determination, on the basis of information known
to them, of: (a) the number of shares of Voting Stock of which any person
is the Beneficial Owner, (b) whether a person is an Affiliate or Associate
of another, (c) whether a person has an agreement, arrangement or
understanding with another as to the matters referred to in the definition
of Beneficial Owner herein, (d) whether the assets subject to any Business
Transaction constitute a Substantial Part, (e) whether any Business
Transaction is one in which a Related Person has an interest (except
proportionately as a stockholder of the corporation), (f) whether a Related
Person has, directly or indirectly, received the benefits or caused any of
the changes referred to in to the first subparagraph 3 of this Article
NINTH, (g) whether the cash and/or the fair market value of the
consideration other than cash to be received per share by holders of common
stock of the corporation in connection with a Business Transaction
described in the first subparagraph 1 of this Article NINTH is at least
equal in value to the Related Person's Highest Purchase Price, and (h) such
other matters with respect to which a determination is required under this
Article NINTH.
Nothing contained in this Article NINTH shall be construed to relieve
any Related Person of any fiduciary obligation imposed by law.
Notwithstanding any other provisions of this certificate of
incorporation or the bylaws of the corporation (and notwithstanding that a
lesser percentage may be specified by law, this certificate of
incorporation or the bylaws of the corporation), the provisions of this
Article NINTH may not be repealed or amended in any respect, nor may any
provision of the certificate of incorporation or bylaws be adopted
inconsistent with this Article NINTH, unless such action is approved by the
affirmative vote of the holders of not less than 75 percent of the Voting
Stock.
TENTH: 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
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involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article TENTH shall be prospective only,
and shall not adversely affect any elimination or limitation of the
personal liability of a director of the corporation existing at the time
of such repeal or modification.
ELEVENTH: Subject to the rights of the holders of any class or series
of preferred stock, 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 such holders and may not be effected by any consent in
writing by such holders. Except as otherwise required by law and subject
to the rights of the holders of any class or series of preferred stock,
special meetings of stockholders of the corporation may be called only by
the Chairman of the Board, or the President, or by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors. Notwithstanding anything contained in this Restated Certificate
of Incorporation to the contrary, the affirmative vote of the holders of at
least 80% of the voting power of all outstanding shares of the corporation
entitled to vote generally in the election of directors shall be required
to alter, amend or adopt any provision inconsistent with, modify or repeal
this Article ELEVENTH or Section 9 of Article II of the Bylaws.
*****
FOURTH: That the restatement of the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Section 245 of the
General Corporation Law of the State of Delaware and that the Restated
Certificate only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation as theretofore
amended or supplemented, and that there is no discrepancy between those
provisions and the provisions of this Restated Certificate of
Incorporation.
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IN WITNESS WHEREOF, PHILLIPS PETROLEUM COMPANY has caused this
Certificate to be signed and attested by its duly authorized officers this
12th day of July, 1989.
PHILLIPS PETROLEUM COMPANY
By: /s/ William G. Paul
--------------------------
Senior Vice President
and General Counsel
ATTEST:
/s/ D.L. Cone
----------------------
Assistant Secretary
[SEAL]
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