CERTIFICATE OF MERGER
WITH AND INTO
MIDSTREAM COMBINATION CORP.
PURSUANT TO SECTION 251 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
The undersigned, being President of Midstream Combination Corp., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY AS
FIRST: That the name of and the state of incorporation of each of the constituent corporations in the merger is as
SECOND: That the Combination Agreement and Plan of Merger dated as of May 22, 1996 (the "Combination
Agreement"), among NGC Corporation, Chevron U.S.A. Inc. and Midstream Combination Corp. has been
approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance
with Section 251 and Section 228 (by unanimous written consent) of the General Corporation Law of the State
THIRD: That Midstream Combination Corp. shall be the surviving corporation, except that the name of the
surviving corporation is hereby changed to NGC Corporation (the "Surviving Corporation").
FOURTH: That the Certificate of Incorporation of Midstream Combination Corp. will be the Certificate of
Incorporation of the Surviving Corporation except that Article First of the Certificate of Incorporation of the
Surviving Corporation will be amended by virtue of the Merger to provide that "The name of the corporation is
NGC Corporation (the "Corporation")."
FIFTH: That an executed copy of the Combination Agreement is on file at the principal place of business of the
Surviving Corporation at the following address:
13430 Northwest Freeway, Suite 1200 Houston, TX 77040
SIXTH: That a copy of the Combination Agreement will be furnished by the Surviving Corporation, on request,
and without cost, to any stockholder of any constituent corporation.
SEVENTH: The Merger shall become effective for all purposes at 11:59 p.m., Houston, Texas time, on Augu