Amoco Corporation (Formerly Standard Oil Company (Indiana) and Affiliated Corporations - Page 19

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          purposes.  Amoco Egypt initially proposed that it pay its own               
          Egyptian income taxes out of its share of the oil.  EGPC rejected           
          this proposal, primarily because, among other things, the                   
          arrangements under the prior agreements offered EGPC the                    
          opportunity to obtain the foreign exchange benefit of obtaining             
          dollars for oil and paying Amoco Egypt's taxes in local Egyptian            
          currency.  At EGPC's insistence, the tax provisions of the 1973             
          Esso agreement were used as the model for the tax provisions of             
          the MCA.                                                                    
               In a letter dated April 22, 1975, Amoco Egypt responded to             
          EGPC's March 3, 1975, request for negotiations and outlined the             
          essential terms of an agreement, one of which was that "AMOCO's             
          income-tax liability, grossed up, would be paid out of EGPC's 80            
          per cent share of profit oil."  Leithy reviewed the April 22,               
          1975, letter and initialed the English text concerning Amoco                
          Egypt's proposal regarding its taxes.                                       
               In an August 4, 1975, letter from Craig to Leithy, Craig               
          summarized Amoco Egypt's understanding of EGPC's position with              
          respect to certain matters, including that Amoco Egypt's income             
          would be computed on a gross-up basis.  Craig stated such gross-            
          up would not adversely affect EGPC's interest "since EGPC is                
          entitled to deduct from EGPC's gross income the A.R.E. income               
          taxes of AMOCO paid by EGPC."  Leithy placed his initials next to           
          the English version of the above declaration.                               






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