EXHIBIT 99.1
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
UNION OIL COMPANY OF CALIFORNIA
a California Corporation
(Endorsed filed April 1, 1999,
in the office of the Secretary of State of the State of California)
Dennis P.R. Codon and Brigitte M. Dewez hereby certify that:
1. They are a duly elected and acting Vice President and the duly
elected and acting Secretary, respectively, of Union Oil Company of California,
a California corporation (the "Corporation").
2. The Articles of Incorporation of the Corporation are amended and
restated to read in full as follows:
"ARTICLES OF INCORPORATION"
OF
UNION OIL COMPANY OF CALIFORNIA
a California Corporation
One: The name of the Corporation is: UNION OIL COMPANY OF CALIFORNIA.
Two: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
Three: The Corporation shall have the power to offer, issue and to sell
pro rata to the holders of its Common Shares, shares of its capital stock other
than shares of stock issued and sold under and pursuant to the provisions of (1)
and (2) of the second paragraph of this Article Three, and to sell to others any
shares of stock so offered to the holders of the Common Shares and not taken by
them for such price or consideration as the Board of Directors may determine.
Notwithstanding the foregoing provisions of this Article Three, (1) the
Corporation may issue shares of its capital stock, and of any future increase
thereof, in such amounts as may be determined by the affirmative vote of
two-thirds of the entire Board of Directors, in exchange for or in payment for
property to be acquired by the Corporation for carrying out any of the foregoing
purposes, without first offering such stock to its stockholders; also, upon
affirmative vote of two-thirds of the entire Board of Directors of this
Corporation, and without any prior offering to stockholders of this Corporation,
the Corporation may grant to the purchasers or the holders of any bonds or
debentures or evidences of indebtedness of this Corporation, optional rights to
convert any of such securities, in whole or in part, into shares of the capital
stock of this Corporation, and of any future increase thereof, and also of any
subsequent offering thereof, or the optional rights to purchase any such shares,
all on such terms and conditions and at such price or prices, and in such
manner, at such times and in such amounts as may be determined by such vote of
directors, and on any such optional rights being exercised by the holder
thereof, may issue the capital stock called for by the exercise of such rights;
and (2) the Corporation may offer, issue and sell, and grant options to purchase
Common Shares to such employees of the Corporation and its subsidiaries, in such
amounts, upon such terms and conditions and for such consideration as the Board
of Directors may from time to time determine, but not to exceed in the aggregate
500,000 Common Shares; provided however, that such maximum amount shall be
subject to adjustment (in the same manner as the Corporation's outstanding
Common Shares) in the event a dividend is declared upon the Common Shares of the
Corporation payable in Common shares or in the event the outstanding Common
Shares of the Corporation shall be changed into or exchanged for a different
number or class of shares of stock or other securities of the Corporation or of
another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation, and that the
provisions of this section shall be applicable to the number or class of shares
of stock or other securities, which in accordance herewith, may be substituted
for such 500,000 Common Shares; and provided further that in the case of any
sale of such shares the price shall not be less than the fair market value
thereof at the time of sale as determined by the Board of Directors, and that in
the case of any option to purchase such shares, the price shall not be less than
the fair market value thereof at the time of granting such option, as so
determined. For the purposes and within the aggregate limit above mentioned,
such Common Shares (subject to adjustment as above provided) may be issued
without any prior offering to stockholders of this Corporation.
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Four: The Corporation is authorized to issue one class of shares of
capital stock to be designated Common Shares. The aggregate par value of all
shares that are to have a par value is $541,666,666.66-2/3. The number of shares
that are to have a par value is 260,000,000, all of which shall be Common
Shares, and the par value of each of such shares is $2-1/12.
Five: The Corporation elects to be governed by all of the provisions of
the General Corporation Law of California (as enacted by Chapter 682 of the 1975
California Statutes and as subsequently amended) not otherwise applicable to it
under Chapter 23 thereof.
Six: The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissable under California
law. If the California General Corporation Law is amended after approval by the
stockholders of this article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the California General Corporation Law, as so amended.
Any repeal or modification by the stockholders of the foregoing
paragraph shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
Seven: The Corporation is authorized to provide indemnification of its
agents (as such term is defined in Section 317 of the California Corporations
Code), whether by bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, to the fullest extent permissible under California law.
Any repeal or modification by the stockholders of the foregoing
paragraph shall not adversely affect any right or protection of any such agent
of the Corporation existing at the time of such repeal or modification."
3. The foregoing amendment and restatement of the Articles of Incorporation has
been approved by the Board of Directors of the Corporation.
4. The foregoing amendment has been approved by the required vote of the
stockholders of the Corporation in accordance with Section 902 of the California
Corporations Code; the total number of outstanding shares of common stock, the
only class outstanding, entitled to vote with respect to the foregoing amendment
was 1,000. The number of shares voting in favor of the foregoing amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
The undersigned, Dennis P.R. Codon and Brigitte M. Dewez, further declare under
penalty of perjury under the laws of the State of California that the matters
set out in this Certificate are true and correct of our knowledge.
Dated: March 31, 1999
/s/ Dennis Codon /s/ B. Dewez
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Dennis P.R. Codon, Vice President Brigitte M. Dewez, Secretary
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