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ANNEX A <br /> RESOLUTIONS OF <br /> THE BOARD OF DIRECTORS OF <br /> SOUTHDOWN, INC. <br /> Amendment of Articles of Incorporation of Southdown, Inc. <br /> WHEREAS, as a result of the transactions completed at the end of the fiscal year 2000, the <br /> Board of Directors of Southdown, Inc., a Louisiana corporation (the "Corporation") deems it to be <br /> in the best interest of the Corporation to change the name of the Corporation to CEMEX, Inc.; <br /> NOW, THEREFORE, IT IS HEREBY-- <br /> RESOLVED, that the sole paragraph appearing under Article I of the Restated Articles of <br /> Incorporation, as amended of the Corporation be deleted in its entirety and amended to read as <br /> follows: <br /> "The name of this Corporation shall be CEMEX, Inc." <br /> and further <br /> RESOLVED, that the Board of Directors of the Corporation hereby directs that the foregoing <br /> amendment to the Restated Articles of Incorporation, as amended, of the Corporation be submitted <br /> to the Corporation's shareholder for its approval and that the Board of Directors of the Corporation <br /> recommends approval of such amendment; and further <br /> RESOLVED, that upon receipt of the approval of the Corporation's shareholder that the <br /> Corporation file or cause to be file Articles of Amendment to the Restated Articles of Incorporation, <br /> as amended with the Secretary of State of the State of Louisiana, with such changes thereon as the <br /> officer executing the same shall approve; and further <br /> RESOLVED, that the officers of the Corporation are hereby authorized to file, or cause to <br /> be filed, any and all other filings or certifications with any other jurisdictions where the Corporation <br /> transacts business as a foreign corporation, or where the conduct of the Corporation's business or the <br /> ownership of its properties would require the Corporation to make a filing to reflect the change of <br /> the Corporation's name; and further <br /> RESOLVED, that the Bylaws of the Corporation are hereby amended to be the Bylaws of <br /> CEMEX, Inc., a Louisiana corporation; and further <br /> -2- <br />