The following represents the agreement between PennzEnergy Company ("PennzEnergy") and Brent Scowcroft
("Consultant") regarding consulting services.
1. Consultant will provide consulting services as requested by PennzEnergy during the period of June 1, 1999
through May 31, 2002. These consulting services will primarily relate to PennzEnergy's international projects and
2. In exchange for these services, PennzEnergy will pay a retainer in the total amount of $300,000, payable in
twelve (12) equal quarterly installments of $25,000, due and payable on the first day of the months of June,
September, December and March, with the initial installment payable on June 1, 1999 and the last installment
payable on March 1, 2002.
3. In addition, PennzEnergy will either provide transportation and lodging or reimburse Consultant for necessary
travel expenses incurred in connection with rendering consulting services pursuant to this agreement.
4. While providing the consulting services contemplated by this agreement, Consultant will be acting as an
independent contractor, and not as an employee of PennzEnergy under the meaning of any federal, state or local
5. Consultant will be responsible for all taxes and other payments due any federal, state or local government
agency with respect to the quarterly retainer payments paid to Consultant by PennzEnergy. PennzEnergy will not
withhold taxes or other amounts from the quarterly retainer payments and will not provide any worker's
compensation, insurance or other benefits pursuant to this consulting agreement.
6. Either party may terminate this agreement at any time upon written notice; however, Consultant will be entitled
to reimbursement for travel expense incurred in connection with consulting services performed prior to receipt of
the written notice and the retainer will not be subject to refund to the extent one or more quarterly installments
have been paid prior to termination. In the event