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ConocoPhillips <br /> CONOCOPHILLIPS COMPANY <br /> A WHOLLY OWNED SUMMARY OF MOOea PH iLUPS <br /> SECRETARY'S CERTIFICATE <br /> I, the undersigned,Susan F. Short, Assistant Secretary of ConocoPbillips Company,a corporation <br /> organized and existing under and by virtue of the laws of the State of Delaware, United States'of America <br /> (the "Company'),hereby certify as follows: <br /> i <br /> 1. As Assistant Secretary, I am authorized to execute and deliver this Certificate in the <br /> name and on behalf of the Company. <br /> 2. Attached hereto as E.thibit A is a true and complete photocopy of an Action of the <br /> Board of Director by Written Consent in Lieu of a Nketing(the 'Unaninxntc Consent <br /> Action"), dated November 30, 2003, wherein the Cornpany, as the sole stoclsbolder of <br /> Kayo Oil Company ("Kayo"), contributed certain retail service station sites listed on <br /> Annex A of the Unanimous Consent Action, to Bayo as a contribution of capitaL Said <br /> Unanimous Consent Action has not been amended, rescinded or revoked and remains <br /> in full force and cffecr as of the date hereof_ <br /> I <br /> 3. The retail service station sires listed on said Annex A were separate from, and notp art <br /> of, the sale of Circle K Stores Inc. to Alimentation Couche-lard Inc. effective <br /> December 17,2003. <br /> IN WITNESS WX lEREOF, I have hereunto set my hand as Assistant Seuetasy and affixed the <br /> company seal of said Company,this T"October 2004. <br /> usan F.Short <br /> Assistant Secretary <br /> C0130copb3llips Company <br /> Y <br /> 2 , <br />