Amoco Corporation (Formerly Standard Oil Company (Indiana) and Affiliated Corporations - Page 31

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          in August 1983.  Other Amoco representatives in the negotiations            
          included Flaherty, Chiati, and Dudley.                                      
               It was Amoco's understanding, going into the negotiations,             
          that it was necessary only to keep the ARE whole, based in part             
          on Hilal's statement at the September 28, 1980, meeting.  At the            
          first negotiating session in late September 1980, however, Kaptan           
          asserted that both the ARE and EGPC should be kept no worse off.            
          Amoco countered that keeping EGPC whole should be taken care of             
          between EGPC and the ETD, and did not concern Amoco.                        
               Because it wanted to be kept whole, EGPC objected to the               
          deletion of Article IV(f)(6), arguing that this provision                   
          permitted them to take a credit for the taxes paid on Amoco                 
          Egypt's behalf.  EGPC asked what Amoco intended to do to                    
          compensate EGPC if it lost what it viewed as its right to a                 
          credit for Amoco Egypt's taxes.  The Amoco negotiators disagreed            
          with EGPC's interpretation of Article IV(f)(6) and expressed the            
          view that the article provided for a deduction from income for              
          the taxes paid on Amoco's behalf.  Amoco did not argue the point            
          because it anticipated that Article IV(f)(6) was going to be                
          taken out of the MCA.  Amoco did not investigate EGPC's assertion           
          that it had been claiming credits for Amoco Egypt's taxes.  At no           
          time during the restructuring negotiations did Amoco discuss with           
          EGPC the basis for EGPC's taking a tax credit.                              








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