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BOARD OFD EXHIBIT A -RESOLU'Z'IONrS <br /> ACTORS OF CONOCOPMLLIPS COMPANY <br /> November 30,2003 <br /> A rove! of Contribution of Ca tial to Ka o 011 Corry an <br /> WHEREAS, the Company has acquired certain retail <br /> identified in flnrt X to these resolutions and <br /> station sites, includin Service station sites <br /> all assets related to these retail Service <br /> "Rctai l Assets") as a re it a t "mitrger between he Cord d and m <br /> company subsidiaries of the Company. Provernents (collectively, the <br /> Pay and certain limited liability <br /> contribute the Retail e to <br /> s e Company' as the sole <br /> Kayo as a contribution of capitallolder of Kayo, wishes to <br /> RESOLVED, that the Com <br /> Assets to Kayo as a contribution of capital effective o�approves <br /> the transfer of <br /> ovembr 30 ? the Retail <br /> , 003. <br /> RESOLVED, that the President,Assistant Secretary, the t, any Vice President <br /> each of them hereby is, aurehorizedoon be]alf of the r anY Assistant T�m the Secretary, any <br /> Treasurer, acting severallY, be and <br /> documents related to the aforementioned contribution bf any to execute any and <br /> limitation conveyance and asst petal, includin all <br /> resolutions contained hereirr, and take an other ac <br /> and Certificates certifying g without <br /> done ar:d Perforrncd an Y other action to do and perforin (or cause to be <br /> ztecessary or advisable in cannect,on with the aboesolutions as each such officer may <br /> action by arty such officer in any such regard to be conclusive s,.the taking y deem <br /> deems it necessaryof aay such <br /> and advisable. that said officer <br /> t <br />