HomeMy WebLinkAbout888013ConocoPhillips
RECEIVED
LINCOLH COUNTY CLERK
Secretary's Certificate
I, the undersigned, T. L. Bute, Assistant Secretary of ConocoPhillips Company, formerly
Phillips Petroleum Company, organized and existing under and by virtue of the laws of the State of
Delaware (the "Corporation"), hereby certify that:
As Assistant Secretary I am authorized to execute this certificate on
behalf of the Corporation.
The attached photocopy of the Certificate of Amendment to the
Restated Certificate of Incorporation of Phillips Petroleum Company (to
be renamed ConocoPhillips Company) is a true and correct copy as
filed in the office of the Secretary of State of Delaware on the 12th daY
of December 2002, with an effective date of January 1, 2003 and such
Certificate of Amendment has not been modified, amended, rescinded
or revoked and is in full force and effect as of the date hereof.
The attached Photocopy of the Certificate of Merger of Conoco Inc. with
and into ConocoPhillips Company is a true and correct copy as filed in
tl~e office of the Secretary of State of Delaware on the 12th day of
December 2002, with an effective date of December 31, 2002 and such
Certificate of Merger has not been mqdifie¢., amended, rescinded or
revokedand is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary
and · th
affixed the corporate seal of the Corporation th~s 14 day of January, 2003.
COUNTY OF WASHINGTON
RECEIVED
LINCOLN COUNTY CLERK
I.,~s tant Secretary
8 8 %onoco[~hillips_.
Company
This instrument was acknowledged before me on January 14, 2003, by T. L. Bute,
Assistant Secretary of ConocoPhillips Company, a Delaware corporation, on behalf of said
Corporation.
i2YHTHLA J. COPELAND
Public - S~ta of OkJahoma
Washington County
Commi-ssion · OOO 12~
C~m~l~ ~l~131, 20~
The First State
PAGE
379
1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE A/~D CORRECT
COPY OF THE CERTIFICATE OF ASKENDM]ENT OF "PHILLIPS PETROLEUM
COMI~AN~F", CHANGING ITS NAME FROM "PHILLIPS PETROLEUM COSfP/tNY" TO
"CONOCOPHILLIPS COMPA/W'Y", FILED IN THIS OFFICE ON THE TWELFTH
DAY OF DECEMBER, A-'D. 2002, AT 1:41 O'CLOCK P.M.
AND I DO HEREBY FURTHER 'CERTIFY THAT THE EFFECTIVE DATE. OF
THE AFORESAID CERTIFICATE OF AMEND~ IS THE THIIATY-FIRST DAY
OF D~-CF2~BER, A.D. 2002, AT 11 O'CLOCK P.M.
0064324
030002793
BlO0
Harriet Smith Windsor. Secretar~ of State
AUTHENTICATION- 2183360
DATE' 01-02-03
FROM RL&F#1
(THU) 12. 12' 02
13'32/$T,
ST&Tg OF DELAWA~t~
DIVISION Ol~' CORt~ORArION$
FInD O1: ~1 ~ 12/12/2002
020763238 - ~0064~24
CF, RTI~CATE OF AME~MENT
the
RESTATED CERTIFICATE O1~ INCORPORATION
of
pFrr~.i .fPS PETROLEUM COIVlPANY
(lo be rmsmed Couoco?hlllips Company)
Phillips P~troleum Company ("PhiUips"~ a corporalion orgardz_~_ and existing
und=r the General Corporation Law of the State of Delaware (the "DCK~"), hereby certifies that:
1. Trw ~ncndmcu~ to phillips' Restated C..eaCific.4~ of h~~on set
~ ~low w~e duly adop~ h a~or~ce ~ ~e ~o~sio~ of S~fion 242 of ~ D~L
~.a ~ve ~ ~~ ~ ~ ~ ~ ~ s~c stoc~old~ of P~tps ~ a~d~ ~
S~on ~g of~
2. Phillips' Restated Ccrt/fica~ of lncorporat/on is hcrvby amcudcxl by
del~ng Attic:lc [ thereof and rrpladng in li~ thmmf a new Article I reading in its e~tirely as
follows:
"Thc name of the corporation (which is hcrdnaffcr referred to as the
"Corporation") is ConocoPhillips Company."
3. Phillips' Rc. smtcd Ce~i/icato of Incorporation is. hereby amended by
deleting Section 1 of Arti¢lv IV th='eo£and replachag in lieu thereof a new Section I r~ading in
its enfi~ty as follows:
'~dcction 1. Thc Corporation shall be authorized to issue 2,100 ~h-~.s of c..Aoi~l
stock, of which 2,100 ~hates shall be shares of Common Stock. $.01 par valuc ("Common
Stock")."
4. Pursuant to Section 103(d) of the DGCL, this amendment will become
¢ffcctivc a~ 11:00 p.m., Eastern t/me, on Dcccmbcr 31, 2002,
HOU03;{,~4504, t
(THU) 12..12' 02
I.~-~2/$T. 1.~:_~I/NO. 4~64756279 P
]~q WITNESS WHEREOF, Phillips h~ caused this certificate to be executed this
12th day of De.~eanber, 2002.
By:__
Name:
T/fie:
PHILLIPS PETROLEUM COMPANY
S~ior ~ ~ide~ ~,
HOUO3:Sg4:~04_ l
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWAP, E, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF ~fERGER, WHICH MERGES:
"CONOCO INC. ", A DELAWARE CORPORATION,
WITH ~ INTO "CONOCOPHILLIPS COMlOA/Fy,, UNDER THE I~ OF
"CONOCOPHILLIPS COMPANY", A CORPOR/LTION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWA/{E, AS i~ECEI1~ED /LN-D FILED
IN THIS OFFICE THE TWELFTH DAY OF DECEMBER, A.D. 2002, AT 1:44
O' CLOCK P.M. ·
A/NTD I DO HEREBy FURTHER CERTIFY THAT THE 'EFFECTIVE DATE OF
THE i~.FORESAID CERTiFiCATE OF. MERGER IS THE THIR/'Y-FIRST DAY OF
DECEMBER, A.D. 2002, AT 11:59 O'CLOCK P.M.
0064324
030002793
8100M
Harriet Smith Windsor, Secre~ of $~te
AUTHENTICATION- 2183370
DATE- 01-02-03
?HO~
STATE OF OE£AWAR~
(THU) 12. 12' 02 13:35/$T. 13:~vt/fi'~ifi'~'~P 16
DIVISION OF CO~TIONS
FI~ Ol :~ ~M 12/12/2002
020763253 - 0064~24
CERTIFICATE OF MERGER
of
Conoco Inc..
(a Delaware corporation)
with and into
ConocoPhUlips Company
(a Delaw,re corporation)
Philhps Petroleum Company, a Delaware corporation ia be renamed ConocoPhllHps
Company prior to thc effective dine of ~i~ ocrdfioa~c of m.~'g~r (tho "$urvivinz
in campHanc~ with the requiremcaIs of thc Omcral Corporation Law of thc Slate of Dclawarc
(the ' ..'DC-CL") and desiring W cff¢c~ a merger of Conoco Inc., a Delaware corporation formc-rly
iacorporamd und~ th~ name DU Pont HoldingS, hlc. (the "Merlzing Corporation_" ~ together
w/th the Surviving Corporation, the "_Const/tuent CorporationW*), with and into' the Surviving
Corporation, and acting by its duly authorized officer, DOES HERI~¥ C~f, WI'~'¥ that:
l~ra$: A~ of thr date hc~of, the -,,,~c and state of incorporation of each of thc
Corutitu~ Corporatioas of thc mcrgcr arc as follows:
PHILLIPS PETROLEUM COIV[PANY
Iff'ATE OF INCORPORATION
Dclawa~
CONOCO INC.
Delaw~xe
Sccondz An agreement and plan of mcrgcr h~ bccn nppro~d, adopted, cerlified,
executed and acJmowl~ged by each of thc Con.~tucnt Corporations in accordance with the
requirements of Section 251 of thc DOCL;
Third: Thc namc of thc Surviving Corporation will be ConocoPhillips Company;
Fourth: Thc Ccrfificatc of Incorporalion of ConocoPhillips Company hnmcdh~cly
prior to thc mcr§ct shall be the Ce.~dficam of Incorporation of thc Survivin~ Corporation until
such th'ac as k may bc amended in accordance with applicable law and the provisions ther~f,
Fifth; The cxeculed agreement and Plan of mexger i~ on /il= at an office of thc
Surviving Corporation, the address of which is 600 North Dairy Ashford, Houston, Texas
77079;
HOU03 ;STT67& 4 ]
FROM
12. 12' 02 13:35/$T. 13'3!fN0:4864756279 P 17
Sixth: A copy of the agreement and plan of merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any Constituent
Corporation; and
Seventh: Pm'mmnl to Section I03(d) of the DGCL, this certificate of merger will become
effective at 1 I:59 iv.m, Eastern time, on Dec, tuber 3 I, 2002.
Dated., December 12, 2002
PI-III.LIPS PETROLI~.LTM COMPANy
(a Delawm-~ c~Tra7)
Title: S~or Vice ~d~L
~d ~ Co~el
· ~]0UO3:877675A