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EXHIBIT 3.2
THE COMPANIES ORDINANCE 1981
ARTICLES OF ASSOCIATION
OF
USX CAPITAL LLC
Interpretation.
(1) In these Regulations the following words and expressions shall, where
not inconsistent with the context, have the following meanings
respectively:
"Auditor" includes any individual or partnership;
"Common Shares" means ordinary shares of US$1.00 each in the capital of
the Company;
"Common Shareholder" means a holder of a Common Share;
"Former Member" means a person who was a member but who has ceased to be
a member by virtue of Regulation 15;
"Manager" means USX Capital Management Company, a company incorporated
under the laws of the State of Delaware and having its principal place
of business at 5555 San Felipe Road, Houston, Texas 77056, U.S.A. or
any successor entity which acquires substantially all the assets and
liabilities of USX Capital Management Company;
"Member" means the person, body corporate or partnership registered in
the Register of Members as the holder of shares in the Company, and
when two or more persons are so registered as joint holders of shares,
means the person whose name stands first in the Register of Members as
one of such joint holders;
"Notice" means written notice unless otherwise specifically stated;
"Preferred Shares" means shares issued pursuant to Regulation 10;
"Preferred Shareholder" means the holder of a Preferred Share;
"Register of Members" means the Register of Members kept in accordance
with Regulation 14;
"the Ordinance" means the Companies Ordinance 1981 and any statutory
modification thereof for the time being in force;
"the Company" means the Company for which these Articles are approved
and confirmed;
"Secretary" means the person appointed to perform the duties of
Secretary of the Company and includes any Assistant or Acting Secretary;
"Transfer" means with respect to any Common Shares, the transfer, sale,
assignment, mortgage, creation or permission to subsist of any pledge,
lien, charge or encumbrance over, grant of any option, interest or
other rights in, or other disposition of any such shares, any part
thereof or any interest therein, whether by agreement, operation of
law or otherwise.
(2) In these Regulations, unless there be something in the subject or
context inconsistent with such construction, words importing the plural
number shall be deemed to include the singular number.
(3) Expressions referring to writing shall, unless the contrary intention
appears, be construed as including printing, lithography, photography
and other modes of representing words in a visible form.
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(4) Unless the context otherwise requires, words or expressions contained in
these Regulations shall bear the same meaning as in the Ordinance or any
statutory modification thereof in force for the time being.
Shares.
(5) Subject to the provisions of these Regulations, the unissued shares of
the Company (whether forming part of the original or any increased
authorised capital) shall be at the disposal of the Manager who may
offer, allot, grant options over or otherwise dispose of them to such
persons at such times and for such consideration and upon such terms
and conditions as the Manager may determine consistent with these
Regulations.
(6) No share shall be issued except as fully paid up.
(7) The name and address of every person being the holder of registered
nominative shares, their class or series and the date when they became
or ceased to become a Member shall be entered in the Register of
Members.
(8) Every person whose name is entered as a Member in the Register of
Members being the holder of registered nominative shares, may request,
and the Company shall issue thereto, a certificate specifying the share
or shares held and the par value thereof, provided that in respect of
a registered nominative share, or shares, held jointly by several
persons, the Company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of
several joint holders shall be sufficient delivery to all. Except as
required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound
by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in
any share, or any interest in any fractional part of a share, or
(except only as by these Regulations otherwise provided or as by
law required or under an order of court) any other rights in respect
of any share except an absolute right to the entirety thereof in
the registered holder.
(9) Any Member receiving a share certificate shall indemnify and hold
the Company and the Manager harmless from any loss or liability which
it or they may incur by reason of wrongful or fraudulent use or
representation made by any person by virtue of the possession of
such certificate. If a certificate is worn-out or lost it may be
renewed on production of the worn-out certificate, or on satisfactory
proof of its loss together with such indemnity as the Manager may
require.
Share Capital and Variation of Rights.
(10) Without prejudice to any special rights previously conferred on the
holders of any existing shares or classes of shares, any share may
be issued with such preferred, deferred or other special rights or
such restrictions, whether in regard to dividend, voting, return of
capital or otherwise as the Manager may from time to time determine.
(10a) The Company may from time to time by Special Resolution increase the
share capital by such sum to be divided into shares of such amount
as the Special Resolution shall prescribe.
(11) Subject to and in accordance with the provisions of Section 198 of
the Ordinance, shares may be issued on terms that they are liable to
be redeemed on such terms as the Manager before the issue of the
shares may determine. The Manager may but is not obliged to require
the passing of a Special Resolution to make such alterations to
these Regulations as may be necessary to specify the terms on which and
the manner in which such shares shall be redeemed and the rights and
restrictions attaching thereto.
(11a) Subject to and in accordance with the provisions of Section 198 of the
Ordinance the Company may purchase the Preferred Shares.
(11b) Deleted
(12) If at any time the authorised share capital is divided into different
classes or series of shares other than those provided for in the
Memorandum of Association as initially executed, the
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rights attached to any existing class or series (unless otherwise
provided by the terms of issue of the shares of that class or series)
may only be varied or abrogated with the consent in writing of the
Members holding interests aggregating to two thirds of the issued
shares or series of shares which may be affected by such variation or
with the sanction of a separate general meeting of the holders of
shares so affected. To every such general meeting the provisions of
these Regulations relating to General Meetings shall apply but so that
the necessary quorum shall be two persons holding or representing by
proxy two thirds of the issued shares or series of shares so affected.
(13) The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking pari
passu therewith. The holders of the shares of any class shall not have
any pre-emptive right to purchase or subscribe for any shares of the
Company unless expressly provided by the terms of the issue of the
shares of that class.
Registration of Members.
(14) The Company shall keep in one or more books a Register of its Members
and shall enter therein the following particulars, that is to say -
(a) the name and address of each Member, the number of shares held by
him and the amount paid or agreed to be considered to be paid on
such shares;
(b) the date on which each person was entered in the Register of
Members; and
(c) the date on which any person ceased to be a Member.
Cessation of Membership of Common Shareholders.
(15) A Common Shareholder ceases to be a Member of the Company upon the
happening of any one or more of the following events -
(a) the death, bankruptcy, insanity, retirement, resignation,
withdrawal, expulsion, termination, cessation or dissolution of
such Common Shareholder;
(b) if such Common Shareholder makes any assignment for the benefit of
his creditors or files a petition voluntarily for bankruptcy under
the laws of any country or files a petition seeking for himself
any arrangement, re-organisation, amalgamation, composition,
re-adjustment, liquidation, dissolution or similar relief under
any law or regulation;
(c) if such Common Shareholder files an answer or other pleading
admitting or failing to contest the material allegation of a
petition filed against him in any proceedings of a nature
described in the immediately preceding paragraph of this Regulation;
(d) if such Common Shareholder seeks, consents to, or acquiesces in the
appointment of a trustee, receiver or liquidator of himself or all
or a substantial part of his properties;
(e) any proceedings of a nature mentioned in the foregoing paragraphs
of this Regulation occurs without the consent of such Common
Shareholder and is not dismissed or vacated within 120 days;
(f) if such Common Shareholder attempts to make a Transfer of his share
in breach of the provisions of these Regulations.
Transfer and Transmission of Shares.
(16) Subject to Regulation 16(a) the transfer of any Common Share is
prohibited absolutely.
(16a) Regulation 16 shall not apply to the Transfer by Marathon Oil Company to
USX Capital Management Company of the one share subscribed for by
Marathon Oil Company nor to a single Transfer by USX Capital Management
Company to USX Corporation of the 4,997 shares subscribed for by USX
Capital Management Company.
(17) Any Transfer of any Common Shares or other interest in the Company shall
not, save as is mentioned in Regulations 16(a) or 51, be effective to
transfer to any transferee thereof any rights conferred on a Member
including but not limited to rights to receive Notice of or attend
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meetings of the Company to vote on any matter, to receive dividends, or
to receive a share of the net assets of the Company upon its
dissolution and winding up.
General Meetings.
(18) The Manager may convene a general meeting of the Company for the
purpose of considering and if thought fit, and subject to any class
voting rights of outstanding Preferred Shares, passing of a Special
Resolution to:
(a) alter the Memorandum and Articles of Association of the Company; or
(b) require the Company to be dissolved and wound up.
(19) Fourteen days Notice in writing of a general meeting shall be given to
each of the Members entitled to vote at such meeting and mailed to each
Member entitled to vote at his or her address as registered in the
Register of Members by air mail (if appropriate) and such Notice shall
state the time, place and as far as practicable the objects of the
Meeting.
(20) The accidental omission to give Notice of a meeting to or the
non-receipt of Notice of a meeting by any person entitled to receive
Notice shall not invalidate the proceedings at that meeting.
(21) A meeting of the Company shall, notwithstanding that it is called by
shorter Notice than that specified in these Regulations, be deemed to
have been properly called if it is so agreed by all the Members entitled
to attend and vote thereat.
Proceedings at General Meetings.
(22) (a) The Manager shall preside at any general meeting of the Company.
(b) At any general meeting of the Company one or more Members entitled
to vote, present in person or representing in person or by proxy in
excess of 50% of the outstanding voting shares of the capital stock
of the Company, shall form a quorum for the transaction of
business; if within half an hour from the time appointed for the
meeting a quorum is not present, the meeting shall stand adjourned
to the following day at the same time or at such other time as the
Manager may determine.
(c) The Manager may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place, and only the
business left unfinished at the meeting from which the Members
present in person or represented by proxy have adjourned shall be
dealt with. It shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at the
adjourned meeting; save and except for a meeting adjourned sine
die, when Notice of the adjourned meeting shall be given as in the
case of an original meeting.
(23) (a) Subject to any rights or restrictions lawfully attached to any
class of shares, at any Meeting of the Company each Member entitled
to vote shall be entitled to one vote for each share held by him
and such vote may be given in person or by proxy.
(b) At any meeting of the Company any question proposed for the
consideration of the Members entitled to vote shall be decided on a
simple majority of the votes of Members entitled to vote and such
majority shall be ascertained in accordance with the provisions of
these Regulations.
(c) At any meeting of the Company a declaration by the Manager that a
question proposed for consideration has, on a show of hands, been
carried, or carried unanimously or by a particular majority or lost
and an entry to that effect in a book containing the minutes of the
proceedings of the Company shall be conclusive evidence of that
fact without proof of the number or proportion of the votes
recorded in favour of or against such question.
(24) When a vote is taken by ballot each Member entitled to vote shall be
furnished with a ballot paper on which he shall record his vote in such
manner as shall be determined at the
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meeting having regard to the nature of the question on which the
vote is taken; and each ballot paper shall be signed or initialled
or otherwise marked so as to identify the voter. At the conclusion
of the ballot the ballot paper shall be examined by the Manager with
assistance of a Member appointed for the purpose, and the result of
the ballot shall be declared by the Manager.
(25) An instrument appointing a proxy shall be in writing under the hand
of a Member or his attorney duly authorised in writing or, if the
Member is a corporation either under seal or under the hand of an
officer or attorney of the corporation duly authorised, and shall be
in the Form B hereunder or such other form as the Manager may from
time to time approve:
"FORM B
________________________________________________________________ LLC
PROXY
I/WE ______________________________________________________________
of _________________________________________________________________
the holder of ___________________ shares in the above named Company,
hereby appoint ____________________ of __________________ or failing
him ____________________ of _____________________________ or failing
him ____________________ of ______________________________ as my/our
proxy to vote on my/our behalf at the ______________________ general
meeting of the Company to be held on the _____ day of ________ 19__,
and at any adjournment thereof.
Dated this _______ day of ______________ 19__
Signed by the above named
__________________________________
in the presence of
__________________________________
Witness
____________________________________________''
(26) Any corporation which is a Member of the Company may authorise such
persons as it thinks fit to act as its representative at any meeting
of the Members of the Company and the person so authorised shall be
entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were
an individual Member of the Company.
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Minutes.
(27) The Manager shall cause minutes to be duly entered in books provided
for the purpose of all resolutions and proceedings of each meeting
of the Company, provided that any minute of such meeting, if purporting
to be signed by the Manager, shall be sufficient evidence of the
proceedings without any further proof of the facts therein stated,
and further provided that when all the Members entitled to vote in
person or by proxy sign the minutes of meeting, the same shall be
deemed to have been duly held, notwithstanding that the Members have not
actually come together or that there may have been technical defects
in the proceedings, and a resolution in writing in one or more parts
signed by all the Members entitled to vote shall be valid and effectual
as if it has been passed at a meeting duly called and constituted.
Manager.
(28) There shall be no directors of the Company. The business of the Company
shall be managed and conducted by the Manager, managing in its capacity
as a Member of the Company, who shall have the following powers and
duties.
(a) to pay commissions conferred or permitted by the Ordinance on
the sale and allotment of shares;
(b) to call meetings;
(c) to establish the rights or restrictions of any Preferred Shares
as contemplated in Regulation 10;
(d) to issue and allot shares;
(e) to pay all expenses incurred in forming and registering the
Company;
(f) to manage and supervise the affairs of the Company;
(g) to declare and pay dividends on shares;
(h) to set aside out of profits any amount which shall in the
discretion of the Manager be required as a reserve or reserves;
(i) to redeem or repurchase on behalf of the Company shares which
may be redeemed or repurchased on behalf of the Company;
(j) to appoint officers, attorneys and agents on behalf of the
Company;
(k) to act as liquidator or appoint a liquidator if the Company is
dissolved pursuant to Regulation 52;
(l) to execute all documents on behalf of and in the name of the
Company;
(m) to institute, bring, prosecute and defend proceedings in the
name of the Company;
(n) to perform such other duties and to exercise such powers as are
not by Regulation 18 required to be performed by the Company in
general meetings or by Regulation 55 required to be performed by
former Common Shareholders.
Provided always that any Trustee appointed by the Preferred Shareholders
pursuant to the rights conferred on them in that behalf by the terms
of issue of the Preferred Shares may perform such acts and exercise such
powers as they are authorised to do under the terms of the issue of the
Preferred Shares
(29) A Manager of the Company may hold other office or place of profit
with the Company and may be paid such extra remuneration therefor
whether by way of salary commission participation of profits or
otherwise.
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(30) Any contract or arrangement between the Manager and the Company may
contain provisions giving security and indemnity to the Manager for
obligations undertaken for the benefit of the Company and may contain
terms customarily found in agreements with beneficial (as opposed to
fiduciary) owners of property, and the Manager shall not be liable for
breach of fiduciary duties by virtue of such provisions if in all the
circumstances a prudent man of business would accept such a provision.
(31) A Manager may be party to or otherwise interested in any transaction or
arrangement with the Company or in which the Company is otherwise
interested and shall not by reason of occupying the office of Manager
be accountable to the Company for any benefit which he derives from any
such office or from any such transaction or arrangement, and no such
transaction or arrangement shall be avoidable on the grounds of such
interest or benefit.
(32) Subject to the provisions of these Regulations the Manager may delegate
any of the Manager's powers and duties to other persons and any such
delegation may be made subject to any conditions the Manager may impose
and either collaterally with or to the exclusion of the powers of the
Manager, and any such delegation may be revoked or altered.
(33) The Company will be treated as a partnership for U.S. federal income tax
purposes, and the Manager will serve as the "Tax Matters Partner" as
that term is defined in the U.S. Internal Revenue Code. The Company will
adopt a convention for U.S. federal income tax purposes under which all
of the income accrued by the Company in any calendar month will be
allocated and distributed to shareholders of record, including Preferred
Shareholders, on the last day of the month.
(34) USX Corporation will at all times directly or indirectly retain Common
Shares of the Company representing, in its judgment, at least twenty
one percent (21%) of the total value of the Company and at least twenty
one percent (21%) of all interests in the capital, income, gain, loss
deduction and credit of the Company.
(35) The Manager may be paid for all travelling, hotel and other expenses in
connection with attendances at any meeting of the Company or otherwise
in connection with the discharge of the Manager's duties.
Officers.
(36) The Manager will be entitled to appoint any of its officers and
directors to perform any of the rights or duties of the Manager set out
in these Regulations;
(37) The Manager will appoint such officers of the Company as is required
pursuant to the rights of Preferred Shareholders, or other shareholders,
under the terms of shares issued by the Company.
Custodian.
(38) The Manager may appoint a custodian or trustee for the safekeeping of
all moneys, assets and securities of the Company with such powers and
duties in respect thereof as may be specified in such appointment, and
such custodian or trustee shall be subject to audit by the Auditors of
the Company.
Dividends.
(39) The Manager may declare dividends to be paid to the Members, in
accordance with the terms of such shares, in proportion to their
shares, out of the surplus or profits including unrealised profits of
the Company.
(40) The Manager may from time to time before declaring a dividend set aside
out of the surplus or profits of the Company such sums as they think
proper as a reserve fund to be used to meet contingencies or for
equalising dividends or for any other special purpose.
(41) To the extent that there are surplus or profits available for
distribution in any accounting period, preferential dividends (including
preferential dividends which may have fallen in arrears), shall be paid
to the Preferred Shareholders in accordance with the terms of the issue
of the Preferred Shares.
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(42) The surplus or profits of the Company which the Manager shall from time
to time declare to be distributable in respect of any accounting period
shall be applied first in payment to the Preferred Shareholders of
preferential dividends payable on the Preferred Shares.
(43) For the purpose of determining the amount of surplus or profit available
for distribution, all expenses of the Company shall be allocated to,
and reduce the amounts distributable to, Common Shareholders. To the
extent that such surplus or profits are available for distribution to
Members of the Company, the portion of such amounts distributable to
Preferred Shareholders shall be determined without regard to any
expenses of the Company.
(44) The Manager is authorised and empowered to lend to any officer or Member
of the Company any sum or sums of money without restriction as to amount
upon such terms and conditions as the Manager in its absolute discretion
may determine.
Accounts and Financial Statements.
(45) The Manager shall cause true accounts to be kept of all transactions of
the Company in such manner as to show the assets and liabilities of the
Company for the time being.
(46) The financial year end of the Company shall be determined by the Manager
and failing such determination the financial year end shall be 31st
December.
(47) Each Member may demand and shall receive from the Manager true and full
information regarding the state of the business and financial condition
of the Company.
(48) An independent representative of the Members may be appointed by the
Manager as Auditor of the Accounts of the Company and such Auditor shall
hold office until the Manager shall appoint another Auditor. Such
Auditor may be a Member but the Manager of the Company shall not during
its continuance in office be eligible as an Auditor of the Company.
(49) The duties and remuneration of the Auditor shall be fixed by the Manager
or in such manner as the Manager may determine.
Former Members.
(50) A Common Shareholder who ceases to be a Member by virtue of Regulation
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(a) if the event causes the Company to be in dissolution shall have the
rights of a Former Member upon winding up of the Company;
(b) if the event does not cause the Company to be in dissolution shall
have the rights set out in Regulation 51.
(51) The rights of a Common Shareholder such as is mentioned in Regulation 17
or Regulation 50 shall be an entitlement solely to receive an amount
equal to the book value of the relevant Common Shareholder's share or
other interest in the Company as determined in good faith by the Manager
and if such payment is not made within 90 days then the Company shall be
deemed to be in dissolution under Regulation 52.
Dissolution and Winding Up.
(52) The Company shall be considered to have commenced voluntary winding up
and dissolution automatically and without the requirement of any other
act-
(a) when the period fixed for the duration of the Company expires; or
(b) if the Common Shareholders of the Company pass a Special Resolution
requiring the Company to be wound up and dissolved; or
(c) upon the happening of any one or more of the following events-
(i) the bankruptcy, death, insanity, retirement, resignation,
withdrawal, expulsion, termination, cessation, or dissolution
under U.S. law of the Manager;
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(ii) the bankruptcy, insolvency or dissolution of USX Corporation;
(iii) the redemption, repurchase or cancellation of all the shares
of all the Common Shareholders of the Company.
(53) On dissolution and winding up of the Company, the balance of the
assets available for distribution and subject to any special rights
or restrictions attaching to any class of shares shall be applied in
paying to the Former Members who were Members immediately preceding
the commencement of dissolution and winding up of the Company the
amounts paid up on the shares held by them and the surplus shall
belong to such Former Members according to the respective number of
shares held by them.
(54) As between the Common Shareholders and the Preferred Shareholders,
the expenses incurred in the establishment and maintenance of the
Company and in conducting the Company's business shall be deducted
in determining what assets are available for distribution.
Continuance.
(55) If the Company is in dissolution solely by virtue of Regulation 52 (a),
then the dissolution and winding up may be discontinued by the unanimous
resolution of all the persons who were Members immediately preceding
the commencement of dissolution and winding up passed within 30 days
of the occurrence of the event and on the passing of such resolution
the Company shall continue to exist as if the dissolution and winding
up had never occurred.
Liquidator.
(56) When the Company is in dissolution by virtue of Regulation 52, the
Manager shall serve as liquidator unless and until the majority of
the former Common Shareholders who were Members immediately preceding
the commencement of dissolution and winding up by majority vote appoint
a liquidator to replace the Manager.
Notices.
(57) Unless otherwise herein or by law expressly provided, a Notice may be
served by the Company on any Member either personally or by telex cable
or facsimile to his registered address or by sending it using air mail
(if appropriate) through the post prepaid in an envelope addressed to
such Member at his address as registered in the Register of Members.
(58) Any Notice required to be given to the Members shall with respect to
any shares held jointly by two or more persons be given to all such
persons.
(59) Any Notice shall be deemed to have been served at the time when the
same would be delivered in the ordinary course of transmission, and
in proving such service it shall be sufficient to prove that the
Notice was properly addressed and prepaid, if posted, and the time
when it was posted or transmitted by telex, cable or facsimile to
or from the Company as the case may be.
Seal of the Company.
(60) The Seal of the Company shall not be affixed to any instrument except
over the signature of the Manager and the Secretary or by some person
appointed by the Manager, provided that the Secretary may affix the
Seal of the Company over his signature only to any authenticated copies
of these Regulations and the Memorandum of Association, the minutes
of any meetings or any other document required to be authenticated by
him and to any instrument which the Manager has specifically approved
beforehand.
Alteration of Regulations.
(61) No Regulation shall be rescinded, altered or amended, and no new
Regulation shall be made until the same has been proposed and, subject
to any class voting rights of outstanding Preferred Shares, passed as
a Special Resolution at a general meeting duly convened.
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We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of these Articles of Association
and we respectively agree to take the number of shares in the capital of the
Company set opposite to our respective names:
Shares
USX CAPITAL MANAGEMENT COMPANY
whose principal place of business
is at 5555 San Felipe Road,
Houston, Texas 77056, U.S.A.
/s/ A. R. MISICK
by: A. R. Misick ____________________ Authorized Agent 4,997
MARATHON OIL COMPANY, an Ohio corporation,
whose principal place of business
is at 5555 San Felipe Road,
Houston, Texas 77056, U.S.A.
/s/ A. R. MISICK
by: A. R. Misick ____________________ Authorized Agent 1
Dated this 20th day of December 1993
WITNESS to the above signatures:
/s/ DEBORAH L. SWANN
- --------------------------------
DEBORAH L. SWANN
GRAND TURK
(SECRETARY)
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SPECIAL RESOLUTIONS OF USX CAPITAL LLC ("the Company")
Passed Pursuant to Regulations 21 and 27 of the Articles of Association
and Section 61A of the Companies Ordinance 1981 made on the 3rd day
of January 1993
We the undersigned being the only shareholders of the above-named Company do
hereby resolve as follows:
1. That pursuant to Section 186 of the Companies Ordinance 1981 the
Memorandum of Association of the Company is hereby altered in the
following manner:
(a) by the insertion of a common each after "Street", "Grand Turk", and
"Island" in paragraph 2; and
(b) by extending the life of the Company to a period of 150 years from
the date of its incorporation;
(c) by the deletion therefrom of paragraph 5.1. in its entirety and the
substitution therefor of the following:
"5.1. To issue its common shares to USX Corporation, a Delaware
corporation, whose principal place of business is at 600 Grant
Street, Pittsburgh, PA 15219, U.S.A., to USX Capital
Management Company, a Delaware Corporation, whose principal
place of business is at 5555 San Felipe Road, Houston, Texas
77056, U.S.X or to Marathon Oil Company, an Ohio corporation
whose principal place of business is at 5555 San Felipe Road,
Houston, Texas 77056, U.S.A."
(d) by increasing the authorised capital by 10,000,000 Preferred Shares
of US $1.00 each with such rights and restrictions as the Manager
shall determine.
2. That pursuant to section 23 of the Companies Ordinance 1981 the Articles
of Association of the Company is hereby altered in the following manner:
(a) by the deletion therefrom in its entirety of Regulation 11(b);
(b) by the insertion at the beginning of Regulation 16 of the words
"Subject to Regulation 16(a)";
(c) by the insertion after Regulation 16 of the following new Regulation
as Regulation 16(a);
"(16a) Regulation 16 shall not apply to the Transfer by Marathon Oil
Company to USX Capital Management Company of the one share
subscribed for by Marathon Oil Company nor to a single
Transfer by USX Capital Management Company to USX Corporation
of the 4,997 shares subscribed for by USX Capital Management
Company.";
(d) by the insertion in Regulation 17 of the words "16(a) or" between the
words "Regulations" and the figure "51";
(e) by the insertion at the beginning of Regulation 32 of the words
"Subject to the provisions of these Regulations";
(f) by the deletion of the words "The Manager" in Regulation 34 and the
substitution therefor of "USX Corporation" and by the insertion in
Regulation 34 of the words "or indirectly" between the words
"directly" and "retain.";
(g) by the deletion in its entirety of Regulation 52 (c) and the
substitution therefor of the following:
"(c) upon the happening of any one or more of the following events -
(i) the bankruptcy, death, insanity, retirement,
resignation, withdrawal, expulsion, termination,
cessation, or dissolution under U.S. law of the Manager;
(ii) the bankruptcy, insolvency or dissolution of USX
Corporation
(iii) the redemption, repurchase or cancellation of all the
shares of all the Common Shareholders of the Company."
USX CAPITAL MANAGEMENT COMPANY LTD
By ________________________________
MARATHON OIL COMPANY
By ________________________________