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FROM RL&F#1 ""� (THUH2. 12' 02 16:39IST.�16:300. 4864756297 P 3 <br /> FROM RUM (THU)12. 12' 02 13:34/ST. 13:� 6 tzP 13 <br /> DZilIS ON or CORSCRA MONS <br /> FZ-W D2:43 ?X 1211212002 <br /> 020163252 - 006432& <br /> CERTMCATE OF b=CER <br /> Of <br /> Tosco Corporation <br /> (a Nevada euxporadou) <br /> with and into <br /> Conecophapt Company 1 <br /> (a Delaware corporation) <br /> Phillips Petroleum Comgaay, a Delaware corpantion to be rcammod Cmrocophillips <br /> Company prior to ibe effective time of this cerMcrate of mcrgar(the"Surviving Corpamrion'�, <br /> in compliance with the requirements of the General Corporation Law of the SWO of Ik]aw= <br /> (tho"DGCL")and desiring to effect a merger of Tosco Corporation,a Nevada corporation(the <br /> "Mo mk Corporation." and together with the Surviving Corporation, the "Co eat <br /> Hon�'1, with and into the Surviving Corporation, and acting by its duly authorized <br /> officer,DOES HEREBY CERTIFY that; <br /> Brat; As of the date hereof, the name and state of mcaTozaSon of each of•the <br /> Constituent Corporations of the merger are as follows: <br /> NAME ,STATE OF MCQRPOR AnM <br /> PHILLIPS PETROLEUM COWANY Delaware <br /> TOSCO CORPORATION Nevada <br /> Second; An agreement and plan of merger has been approval, adopted, ceihfied, <br /> executed and ackriowledged by each of the Constituent Corporreions in accordance with the <br /> requirements of Section 252 of the DGCL,- <br /> Third: The name of the Sm-viving Corporation of the merger will be Comwphwips <br /> Company; <br /> Fourth: nw Certificate of IwArporation of ConocoPhillips Company immediately <br /> prior to dte merger shall be the Certlncdc of Incorporation of the Surviving Corporation uotH <br /> such time as it may be amended in 0000rda=e with applicable law and the provisions thereof <br /> Fifth: The executed agreement and plan of merger is on fibs at an ofEce of the <br /> Survivin8 Corporation, the address of which is 600 North Dairy Ashford, Houston, T=" <br /> 77079; <br /> Stith: A copy of the agreemevi and plan of merger wM be famished by he <br /> gurv=ving Corporation, on request and without cost, to any stockholder of any Cwwtituat <br /> Corporation; <br /> ttotrai:uttszs 1 <br /> DEC 09 2002 16:24 PAGE.03 <br /> 1 <br />