CHEVRONTEXACO CAPITAL COMPANY
                               SPECIAL RESOLUTION


WHEREAS it is desirable that the private company clause contained in Article 14
of the Articles of Association of the Company be amended to permit the offering
of notes to the public;

NOW THEREFORE BE IT RESOLVED as a special resolution of the Company that the
Articles of Association of the Company be and are hereby amended so that Article
14 of the Articles of Association of the Company shall immediately following the
enactment of this resolution read as follows: ;

        14. The Company is a private company, and:

        (1)    no transfer of any share of the Company shall be effective unless
        or until approved by the directors;

        (2)    the number of holders of issued and outstanding shares of the
        Company, exclusive of persons who are in the employment of the Company
        or in the employment of an affiliate of the Company and exclusive of
        persons who, having been formerly in the employment of the Company or
        the employment of an affiliate of the Company, were, while in that
        employment, and have continued after termination of that employment, to
        own at least one share of the Company, shall not exceed 50 in number,
        two or more persons or companies who are the joint registered owners of
        one or more shares being counted as one holder; and

        (3)    the Company shall not invite the public to subscribe for any of
        its shares.

        In this Article, "private company" has the meaning ascribed to it in the
        Securities Act (Nova Scotia).

                              C E R T I F I C A T E

I hereby certify that the foregoing resolution is a true copy of a special
resolution duly passed by being signed by all of the shareholders of the Company
who would be entitled to vote on the resolution at a meeting, all in accordance
with the provisions of sub-section (1) of s. 92 of the Companies Act of Nova
Scotia.

WITNESS my hand and seal of the Company this 4 day of September, 2002.


                                        /s/ Walker C. Taylor
                                        ----------------------------------------
                                        Name: Walker C. Taylor
                                        Title: Assistant Secretary
                                        ChevronTexaco Capital Company