===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended December 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT F 1934
For the transition period from to
Commission File No. 33-42696
COASTAL ARUBA REFINING COMPANY N.V.
THRIFT PLAN
(Full title of the plan)
El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Name of issuer of the securities held pursuant to the plan
and address of its prinipal executive office)
===========================================================================
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
INDEX
Page
Report of Independent Accountants -
PricewaterhouseCoopers LLP............................... 2
Independent Auditors' Report - Deloitte & Touche LLP..... 3
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2002 and 2001.................... 4
Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 2002,
2001 and 2000....................................... 5
Notes to Financial Statements.......................... 6
Financial Schedules:
Schedule I - Schedule of Assets Held for Investment
Purposes as of December 31, 2002................... 12
Schedule II - Allocation of Plan Assets and
Liabilities to Investment
Programs as of December 31, 2002 and 2001.......... 13
Schedule III - Allocation of Plan Income and Changes in
Plan Equity to Investment Programs for the years
ended December 31, 2002, 2001 and 2000.............. 14
Exhibits:
Consent of Independent Accountants -
PricewaterhouseCoopers LLP.......................... 16
Independent Auditors' Consent - Deloitte & Touche LLP.. 17
Report of Independent Accountants
To the Administrator of
Coastal Aruba Refining Company N.V. Thrift Plan
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statements of changes
in net assets available for plan benefits present fairly, in all
material respects, the net assets available for plan benefits of
Coastal Aruba Refining Company N.V. Thrift Plan (the "Plan") at
December 31, 2002 and 2001, and the changes in net assets
available for plan benefits for the two years in the period ended
December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. In addition,
in our opinion,the financial schedules present fairly, in all
material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial
statements and schedules are the responsibility of the Plan's
management; our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
We conducted our audits of these statements and schedules in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements and schedules are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements and schedules, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement and schedule
presentation. We believe that our audits provide a reasonable
basis for our opinion.
/s/ PricewaterhouseCoopers LLP
March 25, 2003
INDEPENDENT AUDITORS' REPORT
To The Administrator of
Coastal Aruba Refining Company N.V. Thrift Plan
We have audited the statements of changes in net assets
available for Plan benefits of Coastal Aruba Refining
Company N.V. Thrift Plan (the "Plan") for the year ended
December 31, 2000. Our audit also included the financial
statement schedule on page 15. This financial statement and
financial statement schedule are the responsibility of the
Plan's management. Our responsibility is to express an
opinion on this financial statement and financial statement
schedule based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to
obtain reasonable assurance that the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, such financial statement presents fairly, in
all material respects, the changes in net assets available
for Plan benefits for the year ended December 31, 2000 in
conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such
financial statement schedule, when considered in relation to
the basic financial statement taken as a whole, presents
fairly in all material respects the information set forth
therein.
Deloitte & Touche
Houston, Texas
March 28, 2001
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
-----------------------
2002 2001
ASSETS ---------- ------------
Investments, at market
Securities of El Paso Corporation Common Stock
(cost: 2002- $4,448,457; 2001-$3,524,316) $1,909,629 $ 7,732,923
Short-term investments, at cost 551,302 207,851
----------- -----------
Total Investments 2,460,931 7,940,774
Receivables
Dividends 34,480 25,785
Contributions
Employer 107,837 94,528
Employee 125,038 115,869
----------- -----------
Total Receivables 267,355 236,182
----------- -----------
TOTAL ASSETS 2,728,286 8,176,956
LIABILITIES
Payable to employer 664,033 -
----------- -----------
TOTAL LIABILITIES 664,033 -
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,064,253 $ 8,176,956
=========== ===========
The accompanying notes are an integral part of these financial statements.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the years ended December 31,
--------------------------------
2002 2001 2000
----------- ----------- ----------
Net (depreciation)/appreciation in fair value
of investments $(6,979,763) $(4,680,455) $7,101,280
Investment income
Dividends, net of withholding tax 115,884 102,654 23,525
Interest 7,568 9,446 9,573
------------ ------------ -----------
Net investment (loss)/income (6,856,311) (4,568,355) 7,134,378
Contributions
Employer 653,786 595,848 514,301
Participants 759,773 724,938 601,717
------------ ------------ -----------
Total contributions 1,413,559 1,320,786 1,116,018
------------ ------------ -----------
Net (reduction)/addition (5,442,752) (3,247,569) 8,250,396
Less: Benefits paid to participants 669,951 1,029,373 480,921
------------ ------------ -----------
Net (decrease)/increase in net assets available
for Plan benefits (6,112,703) (4,276,942) 7,769,475
------------ ------------ -----------
Beginning of period 8,176,956 12,453,898 4,684,423
------------ ------------ -----------
End of period $2,064,253 $8,176,956 $12,453,898
============ ============ ===========
The accompanying notes are an integral part of these financial statements.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN
-------------------
The following description of the Coastal Aruba Refining
Company N.V. Thrift Plan (the "Plan") provides general
information about the Plan's provisions in effect for the
year ended December 31, 2002. Participants should refer to
the Plan documents and summary plan description for a more
complete description of the Plan's provisions.
General
-------
On January 29, 2001, Coastal Aruba Refining Company N.V.
(the "Company") became an indirect, wholly owned
subsidiary of El Paso Corporation ("El Paso"), the Plan
Sponsor, through the merger of a wholly owned El Paso
subsidiary with The Coastal Corporation ("Coastal"). In
the merger, each share of Coastal common stock and Class A
common stock was converted on a tax-free basis into 1.23
shares of El Paso common stock. The shares of Coastal
stock previously held in this Plan were exchanged for El
Paso stock on the merger date.
The Plan is an employee retirement savings plan,
registered under the Securities Act of 1933, as amended,
covering eligible employees of the Company. The Management
Board of the Coastal Aruba Thrift Foundation (the
"Foundation") administers the Plan.
Contributions
-------------
Upon enrollment, a participant may elect to contribute to
the Plan, by means of regular payroll deductions, from two
percent to eight percent, in increments of one percent, of
the participant's basic compensation. Basic compensation
means fixed salaries or wages per hour, excluding
compensation for bonuses, overtime, commissions and
incentive compensation.
The Company makes matching contributions at an amount
equal to the employee's contributions up to a maximum of
two percent of the employee's basic compensation during
the first and second year of active participation in the
Plan. Thereafter, the matching contributions are increased
to not more than four percent during the third and fourth
years of active participation, six percent during the
fifth and sixth years of active participation and eight
percent after six years of active participation in the
Plan.
Participant Accounts
--------------------
Each participant's account is credited with the
participant's contributions, the Company's matching
contribution, and the participant's share of net earnings
or losses of his or her respective investment funds
elected under the Plan. Net investment gains and losses
in a particular investment fund are allocated in
proportion to the respective participant's account
balances in that fund.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
-------------------
Vesting
-------
A participant's interest in the balance credited to his or
her account is fully vested at all times.
Investment Options
------------------
The Plan maintains three investment funds in which current
employer and employee contributions are invested:
1) Stock Fund - invested in common stock of El Paso
Corporation (NYSE:EP). Prior to the merger date, these
funds were invested in common stock of The Coastal
Corporation (NYSE: CGP). As with investments in any single
stock, this fund may be more volatile (that is, subject to
larger swings in value, both up and down) than a fund that
is diversified among the stocks of many companies.
Participants who invest in the Stock Fund may instruct the
trustee regarding the voting of the common stock allocated
to the participant's account. Cash dividends thereon are
reinvested in El Paso common stock. Prior to November 1,
2001, employer-matched contributions were invested in the
Stock Fund only. Effective November 1, 2001, the Plan was
amended to allow participants to direct their employer-
matched contributions among all investment options.
JPMorgan Chase is the custodian of the Stock Fund.
Contributions attributable to the Stock Fund are
temporarily held in an interest-bearing account at
JPMorgan Chase pending investment in the Stock Fund. The
fair value is based on quoted market prices.
During 2002, as particpants requested withdrawals
from the stock fund, the Company funded these withdrawals
from general assets. Therefore, at December 31, 2002, the
Plan has reflected its liability of $664,000 to the
Company.
2) Interest Income Fund - a fund invested in interest-
bearing investments such as bonds, notes, debentures,
savings accounts, savings certificates, commercial paper,
deposit accounts maintained by one or more legal reserve
life insurance companies that provide for the payment of
fixed or variable rates of interest for specified periods
of time, and other similar types of investments. A portion
of the Interest Income Fund may be retained in cash or
invested temporarily in commercial paper, certificates of
deposit or savings accounts.
3) Diversified Fund - a fund invested in capital
stocks of issuers (other than El Paso common stock),
notes, bonds, debentures, and other similar types of
investments. A portion of the Diversified Fund may be
retained in cash or invested temporarily in commercial
paper, certificates of deposit or savings accounts.
The contributions attributable to the Interest Income Fund
and the Diversified Fund are temporarily held in a foreign
currency, Aruban Florin, in interest-bearing accounts at
the Caribbean Mercantile Bank N.V., which are translated
into U.S. dollars using the conversion rate at December
31, 2002 and 2001. See Schedule I - Schedule of Assets
Held for Investment Purposes. Contributions will remain in
the interest-bearing accounts pending a determination by
the investment manager that sufficient funds have
accumulated to warrant one of the investments described
above for each fund. The fair value of the Interest Income
Fund and the Diversified Fund approximates cost.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
-------------------
The following numbers of participants were invested in the
various funds at December 31:
Number of
Fund Participants
---- -------------
2002 2001
---- ----
Stock Fund 443 430
Interest Income Fund 44 34
Diversified Fund 38 29
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------
Accounting Basis
----------------
The financial statements of the Plan are prepared on the
accrual basis of accounting.
Use of Estimates
----------------
The preparation of the financial statements in conformity
with accounting principles generally accepted in the
United States of America requires management to make
estimates and assumptions that affect the reported amounts
of net assets available for benefits at the date of the
financial statements, and the reported changes in net
assets available for benefits during the reporting period.
Actual results could differ from those estimates.
Marketable Securities
---------------------
Securities valuations are based on the last recorded sales
price at December 31, 2002 and 2001, as reported by the
principal securities exchange on which the security is
traded, or the average of the bid and the ask price if
sold over the counter. Realized gains and losses reported
herein on the sale or withdrawal of securities are based
on the difference between market values of the securities
sold and/or issued at the effective dates and the market
value at the beginning of the year and cost of securities
purchased during the year.
Taxes
-----
The Plan is not a qualified plan for purposes of the laws
of the United States pursuant to Section 401(a) of the
Internal Revenue Code of 1986, as amended, nor is it
subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
The Plan was reviewed in 1991 by the Centrale Bank van
Aruba, which concluded that the Plan was not subject to
the prudential supervision of the Centrale Bank because it
is designed in accordance with United States customs and
does not conform to the requirements for a savings plan in
Aruba. No subsequent reviews have been conducted to assert
otherwise.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------
Under present United States tax laws, the purchase and
sale of El Paso common stock by the Foundation is not
subject to income or withholding tax. However, dividends
paid on the common stock are subject to a 30 percent
withholding tax, paid by the participants.
Expenses
--------
Generally, reasonable expenses of administering the Plan
are paid by the Company, although it is not obligated to
do so. All taxes that may be levied or assessed under
future laws upon the assets or the income of the Plan will
be paid by the Plan.
Change In Recordkeeper
----------------------
Prior to the merger with El Paso, administrative
recordkeeping of the Plan was performed in-house by
Coastal. Effective July 1, 2001, El Paso out-sourced the
administrative recordkeeping function of the Plan to
Hewitt Associates.
3. NET UNREALIZED (DEPRECIATION)/APPRECIATION OF INVESTMENTS
---------------------------------------------------------
During 2002, 2001 and 2000, the fair value of investments
(including investments bought and sold, as well as held
during the year) (depreciated)/appreciated as follows:
Unrealized
(depreciation)/ Realized
Total appreciation appreciation
----- --------------- ---------------
Balance at January 1, 2000 $4,685,662
Appreciation during 2000 7,850,387 $ 7,101,280 $ 749,107
-----------
Balance at December 31, 2000 12,536,049
(Depreciation)/appreciation
during 2001 (4,595,275) (4,680,455) 85,180
-----------
Balance at December 31, 2001 7,940,774
(Depreciation)/appreciation
during 2002 (5,479,843) (6,876,031) 1,396,188
-----------
Balance at December 31, 2002 2,460,931
===========
4. PLAN TERMINATION AND AMENDMENTS
-------------------------------
Although the Company has not expressed any intent to do
so, it reserves the right to discontinue contributions at
any time and to terminate the Plan. Upon termination, Plan
assets would be distributed to the participants, as
directed by the Management Board of the Foundation upon
the Company's recommendation, on the basis of their
account balances existing at the date of termination, as
adjusted for investment gains and losses.
The Management Board of the Foundation, upon the Company's
recommendation, may amend the Plan at any time.
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
5. FINAL DISTRIBUTIONS AND BENEFITS PAID
--------------------------------------
Final distributions and participant withdrawals that have
been processed and approved but not paid by the Plan are
not considered Plan obligations until paid under generally
accepted accounting principles, and therefore, are not
presented as liabilities or benefits paid in the
accompanying financial statements. Final distributions and
participant withdrawals that were processed and approved,
but not paid, amounted to $7,430 and $32,889 as of
December 31, 2002 and 2001, respectively.
6. RISKS AND UNCERTAINTIES
-----------------------
The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities,
mutual funds, and other investment securities. Investment
securities are exposed to various risks, such as interest
rate risk, market risk and credit risk. Due to the level
of risk associated with certain investment securities, it
is at least reasonably possible that changes in the values
of investment securities will occur in the near term and
those changes could materially affect the amounts reported
in the statement of net assets available for plan
benefits due to the securities of El Paso common stock
representing 70% of total assets at December 31, 2002.
Since November 2002, El Paso has undergone a series of
downgrades of its credit ratings. El Paso's senior
unsecured debt is rated a "B" by Standard and Poor's
Rating Services as of February 7, 2003 and "Caa1" by
Moody's Investor Service as of February 11, 2003. We do
no believe these downgrades will impact El Paso's ability
to perform its obligations as Plan Sponsor.
FINANCIAL SCHEDULES
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 2002
Number of
shares
(units) or
Current principal
Identity of issuer, borrower, or Value amount of
similar party, and per bonds and Current
description of investment unit notes Cost value
--------------------------------------- ------ --------- ---------- ----------
STOCK FUND
El Paso Corporation common stock $6.96 274,372 $4,448,457 $1,909,629
Short-term securities
JPMorgan Chase Securities of Texas
Money Market Fund $1.00 263,581 263,581 263,581
--------- ---------
Total investments - Stock Fund 4,712,038 2,173,210
--------- ---------
INTEREST INCOME FUND
Short-term securities
Caribbean Mercantile Bank N.V. $1.00 163,120 163,120 163,120
--------- --------
Total deposits - Interest Income Fund 163,120 163,120
--------- --------
DIVERSIFIED FUND
Short-term securities
Caribbean Mercantile Bank N.V. $1.00 124,601 124,601 124,601
---------- ---------
Total deposits - Diversified Fund 124,601 124,601
---------- ---------
Total Assets Held For Investment Purposes 4,999,759 2,460,931
========== =========
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
SCHEDULE II - ALLOCATION OF PLAN ASSETS
AND LIABILITIES TO INVESTMENT PROGRAMS
as of December 31, 2002
----------------------------------------------
El Paso Interest
Total Common Income Diversified
Plan Stock Fund Fund Fund
---------- ----------- ---------- ----------
Investments, at market
Securities of El Paso Common Stock
(Cost $4,448,457) $1,909,629 $1,909,629 $ - $ -
Other 551,302 263,581 163,120 124,601
---------- --------- -------- ---------
2,460,931 2,173,210 163,120 124,601
Receivables
Dividends 34,480 34,480 - -
Contributions
Employer 107,837 100,935 4,149 2,753
Employee 125,038 117,159 4,433 3,446
---------- --------- -------- --------
267,355 252,574 8,582 6,199
Liabilities
Payable to employer 664,033 664,033 - -
---------- --------- -------- --------
664,033 664,033 - -
---------- --------- -------- --------
Net assets available for
plan benefits $2,064,253 $1,761,751 $ 171,702 $ 130,800
========== ========= ======== ========
as of December 31, 2001
----------------------------------------------
El Paso Interest
Total Common Income Diversified
Plan Stock Fund Fund Fund
---------- ----------- ---------- ----------
Investments, at market
Securities of El Paso Common Stock
(Cost $3,524,316) $7,732,923 $7,732,923 $ - $ -
Other 207,851 152 116,375 91,324
---------- ----------- ----------- ----------
7,940,774 7,733,075 116,375 91,324
Receivables
Dividends 25,785 25,785 - -
Contributions
Employer 94,528 89,151 3,164 2,213
Employee 115,869 98,240 10,349 7,280
----------- ----------- ----------- ----------
236,182 213,176 13,513 9,493
----------- ----------- ---------- ----------
Net assets availiable for
plan benefits $8,176,956 $7,946,251 $ 129,888 $ 100,817
=========== =========== ========== ==========
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
SCHEDULE III - ALLOCATION OF PLAN INCOME AND
CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
for the year ended December 31, 2002
-------------------------------------------------
El Paso Interest
Total Common Income Diversified
Plan Stock Fund Fund Fund
---------- ----------- --------- -------------
Investments income
Dividends $ 115,884 $ 115,884 $ - $ -
Interest 7,568 1,745 3,320 2,503
---------- ---------- --------- -------------
Total investment income 123,452 117,629 3,320 2,503
Net (depreciation) in fair value
of investments
El Paso common stock (6,979,763) (6,979,763) - -
Contributions
Employer 653,786 621,984 19,090 12,712
Employee 759,773 715,672 21,293 22,808
---------- ---------- --------- ------------
Total contributions 1,413,559 1,337,656 40,383 35,520
Less: Benefits paid to participant 669,951 660,022 1,889 8,040
Net (decrease)/increase in net assets
available for plan benefits (6,112,703) (6,184,500) 41,814 29,983
---------- ----------- --------- ------------
Beginning of period 8,176,956 7,946,251 129,888 100,817
---------- ----------- --------- ------------
End of period $2,064,253 $1,761,751 $ 171,702 $ 130,800
========== =========== ========= ============
for the year ended December 31, 2001
-------------------------------------------------
El Paso Interest
Total Common Income Diversified
Plan Stock Fund Fund Fund
---------- ----------- --------- -------------
Investments income
Dividends $ 102,654 $ 102,654 $ - $ -
Interest 9,446 1,518 7,276 652
----------- ----------- ---------- -------------
Total investment income 112,100 104,172 7,276 652
Net (depreciation) in fair value
of investments
El Paso/Coastal common stock (4,680,455) (4,680,455) - -
Contributions
Employer 595,848 595,848 - -
Employee 724,938 683,558 23,509 17,871
----------- ----------- ---------- ------------
Total contributions 1,320,786 1,279,406 23,509 17,871
Less: Benefits paid to
participant 1,029,373 996,540 18,172 14,661
Net (decrease)/increase in net assets
available for plan benefits (4,276,942) (4,293,417) 12,613 3,862
------------- ----------- ---------- ------------
Beginning of period 12,453,898 12,239,668 117,275 96,955
------------- ----------- ---------- ------------
End of period $8,176,956 $7,946,251 $ 129,888 $ 100,817
============= =========== ========== ============
COASTAL ARUBA REFINING COMPANY N.V. THRIFT PLAN
SCHEDULE III - ALLOCATION OF PLAN INCOME AND
CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
(continued)
for the year ended December 31, 2000
-------------------------------------------------
El Paso Interest
Total Common Income Diversified
Plan Stock Fund Fund Fund
---------- ----------- --------- -------------
Investments income
Dividends $ 23,525 $ 23,525 $ - $ -
Interest 9,573 427 5,007 4,139
---------- ----------- --------- -----------
Total investment income 33,098 23,952 5,007 4,139
Net appreciation in fair value of
investments
Coastal common stock 7,101,280 7,101,280 - -
Contributions
Employer 514,301 514,301 - -
Employee 601,717 565,114 21,581 15,022
---------- ---------- --------- ----------
Total contributions 1,116,018 1,079,415 21,581 15,022
Less: Benefits paid to participant 480,921 472,292 7,556 1,073
Net increase in assets available
for plan benefits 7,769,475 7,732,355 19,032 18,088
---------- --------- -------- ---------
Beginning of period 4,684,423 4,507,313 98,243 78,867
---------- ---------- --------- ----------
End of period $12,453,898 $12,239,668 $ 117,275 $ 96,955
========== ========== ========= ==========
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Management Board of the Coastal Aruba
Thrift Foundation, as Administrator, has duly caused this
Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
MANAGEMENT BOARD OF THE COASTAL
ARUBA THRIFT FOUNDATION, AS
ADMINISTRATOR OF COASTAL ARUBA
REFINING COMPANY N.V.
By: /s/ Gary J. Konnie
__________________________
Gary J. Konnie
Member of Management Board