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Exhibit 3.2
[PICTURE OF WORLD MAP, LOGO, COMPANY NAME AND PERSON]
COMMON SHARES
THIS CERTIFICATE IS
TRANSFERABLE IN
NEW YORK, N.Y.
UNION TEXAS
PETROLEUM
HOLDINGS, INC.
INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE
NUMBER INDEX, INC. SHARES
SEE REVERSE FOR CERTAIN
DEFINITIONS AND STATEMENTS
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF CUSIP 908640 10 5
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE
PAR VALUE OF $.05 EACH OF
Union Texas Petroleum Holdings, Inc., transferable on the books of the
Corporation by the holder hereof in person or by a duly authorized attorney
upon surrender of this certificate properly endorsed. This certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized Officers.
Dated:
COUNTERSIGNED AND REGISTERED /s/ J. L. WHITMIRE
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT
AND REGISTRAR CHAIRMAN AND
[seal] CHIEF EXECUTIVE OFFICER
/s/ JOSEPH SPADAFORD
/s/ AMY J. WATKINS
SECRETARY
AUTHORIZED OFFICER
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the ------ --------
entireties (Cust) (Minor)
JT TEN - as joint tenants with under Uniform Gifts to
right of survivorship Minors
and not as tenants Act
in common ------------------
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
--------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between Union Texas Petroleum
Holdings, Inc. and First Chicago Trust Company of New York, as Rights Agent,
dated as of September 12, 1997 (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on file at the
principal executive office of Union Texas Petroleum Holdings, Inc. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. Union Texas Petroleum Holdings, Inc. will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt by
it of a written request therefor. Under certain circumstances as provided in
the Rights Agreement, Rights issued to or beneficially owned by Acquiring
Persons or their Associates or Affiliates (as defined in the Rights Agreement)
or any subsequent holder of such Rights may become null and void.