SETTLEMENT AGREEMENT

THIS AGREEMENT is made and entered into by and between Chevron

U.S.A. Inc., a Pennsylvania corporation ("Chevron"), BP Exploration

(Alaska) Inc., a Delaware corporation ("BP"), Arctic Slope Regional

Corporation, an Alaska corporation ("ASRC"), and the Alaska

Department of Natural Resources ("DNR") (all collectively referred

to as "Parties").

In consideration of the mutual covenants and obligations

provided herein, the Parties agree as follows:

1. Chevron, BP and ASRC will forego filing with the United States

Supreme Court a petition for certiorari to review the Alaska

Supreme Court's decision in State of Alaska. Department of

Natural Resources; and Alaska Oil and Gas Conservation

Commission v. Arctic Slope Regional Corporation. and Standard

Alaska Production Company and Chevron U. s. A. Inc. , supreme

Court Nos. S-3400, S-3416, and S-3437, will cease any further

appeal or prosecution of that case, and will take any

affirmative steps necessary to bring the litigation to a

conclusion without further challenge to the decision of the

Alaska Supreme court.

2. In this Settlement Agreement, the term "KIC well data" means

any or all of the reports and information on the KIC #1 well

filed with the Alaska Oil and Gas Conservation Commission as

required by AS 31. 05. 035 (a) and any related confidential

information pertaining to the KIC #1 well that was disclosed

to DNR representatives at the presentation made by Chevron and

BP on May 13, 1992, in support of their application for

extended confidentiality for those reports and information.

3. The restrictions set out in paragraphs 4 through 7 hereof will

remain in effect only as long as the KIC well data are

required to be held confidential pursuant to AS 31.05.035(c).

These restrictions shall not apply to data which:

a. at the time of disclosure was developed by DNR and

already in the possession of DNR: or

b. as of May 13, 1992, was in the public domain or which,

after disclosure of the data, becomes part of the public

domain through no action or failure to act on the part of

DNR or its Designated Representatives (as defined below);

or

c. is hereafter lawfully acquired by DNR from a source other

than reports and information filed with the Alaska Oil

and Gas Conservation Commission as required by AS

31.05.035(a) or the May 13, 1992, presentation.

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4. Except as otherwise provided in this paragraph, DNR agrees

that no more than two (2) senior geoscientists in the employ

of the Division of Oil and Gas (referred to below as

"Designated Representatives") will have knowledge of the KIC

well data at a given time. Prior to the effective designation

of a successor Designated Representative, the other Parties

hereto will be given advance notice regarding the individual

and allowed the opportunity to express their respective

opinions on such designation. The limitation in this

paragraph on the number of DNR employees with knowledge of the

KIC well data will not preclude:

a. brief periods of overlap between the time the data are

disclosed to the successor of a departing Designated

Representative and the time the latter departs; or

b. disclosure of the data to a Director of the Division of

Oil and Gas in addition to two senior geoscientists, in

the event that the Director is not a geoscientist by

education and training (in which case the Director will

be considered another Designated Representative for

purposes of paragraphs 5 and 6 hereof); or

c. disclosure of the data to the Commissioner of Natural

Resources in addition to two senior geoscientists and

(pursuant to subparagraph b hereof) the Director of the

3

d.

Division of Oil and Gas, when in the Commissioner's sole

discretion the Commissioner determines he or she has a

need to know the data (in which case the Commissioner

will be considered another Designated Representative for

purposes of paragraphs 5 and 6 hereof); or

the designation of a successor

Representative who is transferred

to a Designated

within DNR to a

position outside the Division of Oil and Gas, even if

this results in more than two geoscientists in the employ

of DNR having knowledge of the KIC well data.

5. DNR and its Designated Representatives will not keep notes or

other records, in any medium, containing or referring to any

of the KIC well data.

6. DNR's Designated Representatives will not disclose to or

discuss with any person(s) other than a Designated

Representative any portion of the KIC well data. DNR shall

use its best efforts to require that each Designated

Representative provide written assurance to DNR that the

commitment contained in this§ 6 shall remain in full force

and effect even if the Designated Representative is terminated

or otherwise ceases to be employed by DNR.

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7. This Agreement is not intended to limit DNR's authority to use

the KIC well data in carrying out its various statutory

responsibilities. DNR covenants and represents that it will

maintain the confidentiality of the KIC well data to the

extent the data are required to be held confidential pursuant

to AS 31. 05. 035 (c). In furtherance of its obligation to

maintain such confidentiality, DNR will not publicly refer to,

or confirm or deny, its use of the KIC well data in any

specific decision or action.

8. The parties acknowledge that, in furtherance of DNR's

statutory responsibilities, it may be necessary for a

Designated Representative from time to time to inspect the KIC

well data on file with the Alaska Oil and Gas Conservation

Commission. Prior to such inspection, DNR will notify the

other parties hereto and allow representatives of the other

parties to be present during such inspection.

9. DNR confirms that following the opportunity to review the KIC

well data, it has by letter dated May 14, 1992, granted an

extension of the confidentiality of the KIC well data pursuant

to the provisions of AS 31.05.035(c) and corresponding

regulation 11 AAC 83.153.

10. This Agreement shall be governed by and construed in

accordance with the laws of the State of Alaska.

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11. Chevron and BP represent that they made available to DNR

representatives at the May 13, 1992 presentation the true and

complete reports and information on the KIC #1 well filed with

the Alaska Oil and Gas Conservation Commission as required by

AS Jl.05.035(a), and that to the extent Chevron or BP

disclosed any additional related information it fairly

represented the actual data obtained from the KIC #1 well or

Chevron or BP's respective analysis or interpretation thereof.

DNR understands that Chevron, BP and ASRC otherwise make no

representations or warranties as to the quality and accuracy

of the KIC well data or any related information disclosed at

the May 13, 1992 presentation and assume no liability for any

damage or loss of any kind which may result from DNR's use of

such data or information.

12. To the extent that the memorandum dated May 12, 1992 from

Commission Harold Heinze to James Eason and Ken Boyd titled

"Review of Confidential Information Chevron KIC #1 (Jago River

No. 1)" (as clarified by the letter dated May 13, 1992 from

Commissioner Heinze to Messrs. Thoeni and Luttrell)

established rules or limitations regarding the use,

disclosure, discussion or examination of the KIC well data by

DNR or its employees, that memorandum is superseded by the

provisions of this Agreement as to use, disclosure, discussion

or examination of the KIC well data occurring on or after the

effective date of this Agreement.

6

•

13. Any notice required or authorized under this Agreement shall

be given by regular United States mail, certified mail,

express delivery, or hand delivery and shall be complete when

received by the Party being notified. The addresses of the

Parties for notice purposes shall be as follows:

Chevron U.S.A. Inc. P.O. Box 1635

Houston, Texas 77251 Attention: Western Exploration Division Land Manager

BP Exploration (Alaska) Inc. P.O. Box 196612

Anchorage, AK 99512-6612 Attention: E. P. Zseleczky, Land Manager

Arctic Slope Regional Corporation P.O. Box 129

Barrow, AK 99723 Attention: Oliver Leavitt

Vice President - Land

Alaska Department of Natural Resources P.O. Box 107034

Anchorage, AK 99510-0734 Attention: Director, Division of Oil and Gas

14. This Agreement may be executed in several original

counterparts, any one or more of which may be signed by all or

by one ·or more of the Parties. All counterparts will

constitute one and the same Agreement, and the aggregate of

the counterparts signed by all of the Parties will have the

same force and effect as if all Parties to the aggregate

counterparts had signed the same instrument. This Agreement

shall be effective as of July 13, 1992.

7

15. This Agreement shall be binding upon and inure to the benefit

of each of the Parties, their successors and assigns, as well

as their respective representatives, subsidiaries and

affiliates.

IN WITNESS WHEREOF, this Agreement µy , 1992.

l f-l, is dated this .i..!._:_ day of

DEPARTMENT OF NATURAL RESOURCES

CHARLES E. COLE ATTORNEY GENERAL

8

CHEVRON U.S.A. INC.

By: _____________ _ Title: ------------

BP EXPLORATION (ALASKA) INC.

By: ___________ _ Title: -------------

ARCTIC SLOPE REGIONAL CORP.

By: ____________ _ Its: --------------

. . . JUL 13 '92 04!29PM AK RKY DIV 7137547854

is. This A.qraament ahall ~a binding upon and inure to the beneri~

of each of the Parties, their successors and assigns, as well

as their respective representatives, sutisidiaries and

affiliates.

IN Wl'l'NESS WHEREOF, this A9roement is dated this /!3./11 day ot __ ~J._u_/_',) _____ , 1992.

CEPARTMENT or NATtJRAL RESOtJRCES

By: Tit~l_a_: __________ _

CHARLES E. COLE Al"l'ORNEY GENERAL

Sy•~----------~--Assistant Attorney General

8

CHEWON U.S.A. INC.

Sy: ~ ~z7 «=--Titl~----~--------

BP EXPLOiaTION (ALASKA) INC.

By: Tit~le-.-.------------

ARCTIC SLOPE REGIONAL CORP.

By: ?ts_s ____________ _

JUL~13-92 HON 14:10 BP (ALASKA)-EXPLORATION FAX NO. 5645132 P. 11

. "

15. Thia A~reement shall ~e bindin9 upon and inure to th• benefit

or each of the Parties, their suooessors and assiqna, a• wall

aa their reepeative representatives, • ubsidiaries and

aftiliataa,

IN WITNESS WH!UOF, this Agreement is datad this __ day or __________ , 1992.

DEPARTMENT OF NATURAL RESOURCES

Br:-.-______ " T tle:

CHARLES E. COLE ATTORNEY GENERAt

By:~~-:-~-=------------­Assistant Attorney General

CHEVRON U.S.A. INC,

By· 'l'it.,,...l_a_: -----------

BP EXPLORATION (ALASKA) INC.

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ARCTIC SLOPE REGIONAL CORP.

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