CERTIFICATE OF LIMITED PARTNERSHIP IN THE STATE OF NEW YORK 1

1

We, whose names are severally undersigned, are desirous of renewing and continuing, and we do hereby renew and continue, beyond the time fixed for its duration, the limited partnership which was heretofore formed and now exists between us, under the name or firm of Post & Flagg, by making, severally signing and acknowledging, and causing to be filed and recorded in the Clerk's office of the County of New York, in the State of New York, this certificate by which such partnership is renewed and continued, pursuant to "An Act in relation to partnership, constituting chapter thirty-nine of the Consolidated Laws," and we do hereby certify and state:

I. That the name or firm under which such partnership is to be conducted is Post & Flagg, and that the county wherein its principal place of business is to be located is the County of New York.

II. That the general nature of the business intended to be transacted is a general commission and brokerage business, including the dealing in stocks, bonds and other securities, as generally carried on in the City of New York.

III. That the names of all the general and special partners interested therein (all of whom are of full age) and their respective places of residence are as follows, to wit:

George B. Post, Jr., who is a general partner, and who resides at Bernardsville, Somerset County, State of New Jersey.

Arthur Turnbull, who is a general partner, and who resides in the City and County of New York.

Benson B. Sloan, who is a general partner, and who resides in the City and County of New York.

1 From Gerstenberg's Commercial Law. It should be noticed that this certificate was executed for the purpose of renewing and continuing an old partnership which had consisted of two partners, Post and Flagg. Where a new partnership is formed the firm name should contain the names only of the general partners. Section 20 of the Partnership Law (Chapter XXXIX of the Consolidated Laws of the State of New York), provides in part: "Where any limited partnership shall hereafter be formed under the laws of this State, it may use the firm or corporate name of any general or limited partnership or of any corporation, domestic or foreign, which may theretofore have carried on its business within this State. Where said general or limited partnership or corporation is discontinued or shall be about to discontinue its business within the State, and where a majority of the partners, general or special, in either of such last mentioned co-partnerships, or of the survivors thereof, shall be members of the new limited co-partnership, or where a majority of the members of such co-partnership theretofore existing, or of the surviving members thereof, or where stockholders holding a majority of the stock of such corporation shall consent in writing to the use of such firm or corporate name by such new co-partnership."

Alfred L. Dennis, who is a general partner, and who resides in Newark, Essex County, State of New Jersey.

Neville G. Higham, who is a general partner, and who resides in the City and County of New York.

Henry Shaw, who is a general partner, and who resides in Morristown, Morris County, New Jersey.

Nathaniel L. McCready, who is a special partner, and who resides in the City and County of New York.

IV. That the amount of capital which Nathaniel L. McCready, the special partner, has heretofore contributed to the common stock of said limited partnership is the sum of three hundred and fifty thousand dollars ($350,000), which he paid in cash, and that the said amount, namely, three hundred and fifty thousand dollars ($350,000) has been contributed by the said special partner to the common stock of the partnership as renewed and continued.

V. That the time for which the said limited partnership is to be renewed and continued is five (5) years from December 31, 1910on which date such renewed and continued partnership is to beginto January 1, 1916, and that the time at which, as so renewed and continued, it is to end is December 31, 1915.

In witness whereof, we have hereunto set our hands and seals this thirtieth day of December, 1910.

Let the terms of the foregoing limited partnership be published once a week for six successive weeks in the New York Law Jaurnal and Mail and Express, two papers published and having a circulation in the County of New York.

Dated New York, December 31, 1910.

[SEAL]

WM. F. SCHNEIDER,

Clerk.

Certificate of Clerk of the County of Essex, showing authority of

master in chancery, attached.

Marked, filed and recorded December 31, 1910, 9h. 25m.

ARTICLES OF THE PIERCE FORDYCE OIL ASSOCIATION, A JOINT-STOCK COMPANY 1

NAME

We, whose names are hereto subscribed, do hereby form a Copartnership Association to be known and styled

PIERCE FORDYCE OIL ASSOCIATION

which shall continue in existence until the 2nd day of April, 1960, unless sooner dissolved as herein provided.

PURPOSES

The general purpose of this Copartnership Association is: to engage in the general merchandise of petroleum and the products thereof and other such articles as may be advantageously sold or handled in connection therewith; to purchase, own and mine lands supposed to contain or containing oils or other minerals and to construct and operate refineries or other manufacturing plants for refining or re ducing such oils or minerals and to engage in any other industrial manufacturing, mining or merchandising enterprise or exploitation that may be determined by the Board of Managers appointed or chosen as hereinafter provided.

CAPITAL

The Capital is Three Million Dollars divided into Thirty Thousand Shares of One Hundred Dollars each, all of which has been paid in, by the subscribers hereto. The Capital may be increased from time to time by increasing the number of shares and the admission of new members, as may be determined by a vote of the majority of the then shares at any meeting of the shareholders called pursuant to these articles of Association or such By-Laws as may be adopted hereafter by a majority of the shares.

SHARES

The Certificates of Membership shall be issued by the President of the Board of Managers and countersigned by the Secretary of said Board and shall be in substantially the following form; viz:

PIERCE FORDYCE OIL ASSOCIATION

(Copartnership)

Capital,

$3,000,000, or Thirty Thousand Shares

1 Reprinted from Haney's Business Organization and Combination.

MEMBER'S CERTIFICATE OF INTEREST

is the owner of

This is to certify that full paid shares of beneficial interest in the Pierce Fordyce Oil Association, transferable on the books of the Association by the owner thereof in person or by duly authorized attorney upon surrender of this certificate properly indorsed.

This certificate of interest is subject to the provisions and covenants contained in the Articles of Copartnership of the Pierce Fordyce Oil Association dated the Second day of April, 1910, and any amendment thereto and the By Laws of said Association and the provisions hereof. No member of said Association or owner or holder of this certificate shall have any authority, power or right whatsoever to do or transact any business whatever for, on behalf of or binding on the Association or any member thereof, and no member of this Association shall be liable for any debts, covenants, demands or torts of this Association beyond the amount of his shares.

This certificate shall be the sole and only evidence of membership in said Association and shall be surrendered upon the call of the Board of Governors at any time to the Association upon the payment or tender of payment to the amount of its face or par value and a premium of fifteen per cent thereof.

IN WITNESS WHEREOF the said Association has caused this certificate to be signed by its duly authorized officers and to be sealed with. the seal of the Association this

day of

19

President.

Secretary.

DEATH OF MEMBER

The decease or insolvency of a member of the Association shall not work a dissolution of it or have any effect upon the same, its operation or mode of business; nor shall it entitle his legal representatives or heirs or assigns voluntary or involuntary to any account or to take any action in law or equity or otherwise against the Association, its members, officers, Board of Governors, Trustees or its property or assets; but they shall simply and only succeed to the right of the deceased, to the certificate of membership and the shares it represents, subject to this agreement, the amendments thereto and the By Laws of the Association, now or hereafter adopted.

Board of GOVERNORS

The entire affairs of this Association shall be managed by a Board of Governors, consisting of seven members, each of whom shall own

at least, certificate or certificates for not less than ten shares, who shall be elected by a majority of shares held by members at a regular annual meeting of the certificate holders every two years after the expiration of the term of the first Board of Governors.

The first Board of Governors shall be composed of the following named persons, viz:

H. C. PIERCE,

SAMUEL W. FORDYCE,

SAMUEL W. FORDYCE, Jr.,

GEORGE T. PRIEST,

ROBERT E. MOLONEY,

HENRY W. ALLEN, and

JOHN H. HOLLIDAY,

who shall continue for the period of five years, next ensuing the date of this agreement.

Each Board shall elect its own President, Vice President, Secretary and Treasurer and may create such other offices, filling them by appointments and prescribing the duties appertaining thereto as they may deem wise, necessary or convenient to carry on the business of the Association and may likewise fill any vacancy in its membership occasioned by death or resignation until the next election of a Board of Governors. The Board may also fix the salaries of all officers, including its own members, and may remove any officer and fill all vacancies which may occur in any office.

The first Board of Governors shall appoint such a number of its members as it may deem proper, not exceeding three, as Trustees, in whose name or names all investments and title to all property are to be made and held under a declaration of trust for and on behalf of this Association.

The Board of Govenors shall be held to be Trustees for and on behalf of this Association and may in that capacity be sued and sue in any court of law or equity.

The Board of Governors shall have full power and authority in the conduct of the business of the Association to borrow money and issue mortgage debentures therefor if deemed advisable and any debt for money so borrowed or liability created shall be and remain until paid a lien upon all funds, moneys and properties there or thereafter belonging to or held in trust for this Association in preference to the claims or claim of any shareholders as such.

(1) The Board of Governors shall have no power to bind the shareholders or members personally; and in every written contract or undertaking they shall enter into relating to the business of this