Amoco Corporation (Formerly Standard Oil Company (Indiana) and Affiliated Corporations - Page 49

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          petroleum companies that the EGPC tax credit problem would be               
          resolved. Banbi realized that EGPC's tax credit could be changed            
          at no cost to Egypt.  Banbi further made it clear that he knew              
          the change would have some unfavorable impact on EGPC and on the            
          Petroleum Ministry, and would have a favorable impact on the                
          Finance Ministry, and that the bonuses of EGPC's top managers               
          would be less, while the bonuses of the top managers at the                 
          Finance Ministry would rise.                                                
               At the May 13, 1992, meeting, Chiati raised the issue of               
          obtaining an interpretative law approved by the People's                    
          Assembly, regarding EGPC's right to a deduction.  Banbi quickly             
          dismissed the idea because, while in the end he thought the law             
          would be passed, it would take too long and would subject him to            
          scrutiny and criticism.  Banbi preferred an administrative                  
          solution, particularly in light of the opportunity presented by             
          the ETD audit.                                                              
               Chiati also inquired whether EGPC might seek an opinion in             
          the State Council that could overrule the ETD's rejection of                
          EGPC's tax credit position.  Banbi initially thought that might             
          occur, but later indicated that EGPC would agree with the ETD and           
          not seek such an opinion.                                                   
               Near the end of the meeting, Amoco indicated it would be               
          helpful to have official ARE documents showing, inter alia, that            
          the EGPC tax dispute had been resolved in a manner consistent               
          with normal resolution of disputes between different branches of            




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