The name of the association is Petrochemical Feedstock Association of the Americas (PFAA).

The Association is a non-profit corporation.

The period of its duration is perpetual.

The purpose or purposes for which the Association is organized are as follows:

1. The specific and primary purpose of the Association is to provide a forum for producers, consumers and traders, involved in the business of buying and selling hydrocarbons for conversion into petrochemicals, for exchanging views and stimulating discussion on current issues and future trends in the supply and utilization of petrochemical feedstock in the Americas and throughout the world. The primary focus of the Association will be issues related to feedstocks for olefins production.

The Association may organize meetings with regard to the industry and related activities at which qualified guest speakers will be invited. It may decide to set up committees to study technical problems and problems of general concern, as well as to publish their findings and to act as advisor with regard to their implementation in the industry.

An object of the Association will also be to contribute to the study and solution, within the industry and by its members, of questions posed by manufacturing, distribution, marketing and utilization of hydrocarbons for conversion into raw petrochemicals with regard to issues which affect the industry, such as quality, environmental protection, health and safety and government regulations.

The Association may act as spokesman for its members with public and private organizations concerned with the above issues.

Being a member of the Association by no means restricts the members' freedom of action. Without restriction to the generality of the above, members remain free at all times to establish their own contracts, as well as to render opinions, either publicly or otherwise, independent from those adopted by the Association.

2. The general purposes and powers are to purchase, lease, otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal property of every kind, nature, description, as may be necessary or desirable to promote the primary purpose of this Association: to make and perform contracts of every kind for any lawful purpose, without limit as to amount, with any person, firm, Association, corporation, or governmental subdivision; to have and exercise all the rights and powers conferred on non-profit corporations under the Texas Non-Profit Corporation Act; as such law is now in effect or may at any time hereafter be amended; and to do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this Association.

Notwithstanding any of the foregoing, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Association as set forth in Paragraph I of this Article TV, and nothing contained In the foregoing statement of purposes shall be construed to authorize this Association to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to its members as such. This Association is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.

The street address of the initial registered office of the Association is 800 Dallas, Houston, Texas 77002, and the name of its initial registered agent at such address is CT Corporation System.

The number of Directors constituting the initial Board of Directors shall be eight. The initial Board of Directors shall be divided into two classes, being Class I and Class II. Directors in Class I shall serve for a one year term ending on the first annual meeting following the formation of this Association, and are identified below by the designation "*" beside their name. The Directors in Class II shall serve for a two-year term ending on, the second annual meeting following the formation of the Association. The foregoing notwithstanding, each Director shall serve until his successor shall have been qualified, or until he shall be disabled or shall otherwise be removed. The names and addresses of the persons who are to serve as the initial directors are as follows:

R. D. Baucom Amoco Oil Supply & Trading 501 Westlake Park Boulevard Houston, Texas 77079

R. D. Sewell Texaco Exploration & Production 1437 South Boulder Tulsa, Oklahoma 74119-3609

D. J. Griffiths Union Carbide Corp. 820 Gessner, Suite 600 Houston, Texas 77024

*W. D. Sorrell Enron Gas Liquids, Inc. Houston, Texas 77002

R. D. Haynes Equistar Chemicals LP 1221 McKinney, Suite 1600 Houston, Texas 77010

A. J. Teague Dow Hydrocarbons & Resources Inc. 400 W. Sam Houston Parkway S. Houston, Texas 77042-1299

G. P. Catsinas Venture Oil Company of Texas 1200 Travis, Suite 2308 Houston, Texas 77002

G. R. Willig Valero Refining & Marketing Co. 1200 Smith, Suite 900 Houston, Texas 77002

The name and street address of each incorporator is as follows:

R. D. Baucom Amoco Oil Supply & Trading 501 Westlake Park Boulevard Houston, Texas 77079

R. D. Sewell Texaco Exploration & Production 1437 South Boulder Tulsa, Oklahoma 74119-3609

D. J. Griffiths Union Carbide Corp. 820 Gessner, Suite 600 Houston, Texas 77024

*W. D. Sorrell Enron Gas Liquids, Inc. Houston, Texas 77002

R. D. Haynes Equistar Chemicals LP 1221 McKinney, Suite 1600 Houston, Texas 77010

A. J. Teague Dow Hydrocarbons & Resources Inc. 400 W. Sam Houston Parkway S. Houston, Texas 77042-1299

G. P. Catsinas Venture Oil Company of Texas 1200 Travis, Suite 2308 Houston, Texas 77002

G. R. Willig Valero Refining & Marketing Co. 1200 Smith, Suite 900 Houston, Texas 77002