3rd Annual Energy Industry Directors Conference

ENERGY

Industry Board

Conference

The Impact of Decisions

3rd Annual

Conference ENERGY INDUSTRY DIRECTORS

REGISTER TODAY

March 2 & 3, 2010 • Rice University • Houston, Texas Jesse H. Jones Graduate School of Business 713 348 6060 • jonesgsm.rice.edu/boardconference

Featured Speakers Bryan Marsal

Janet Clark

Co-Chief Executive Officer, Alvarez & Marsal; Chief Executive Officer, Lehman Brothers Holdings; Director, Timex Corporation

Chief Financial Officer, Marathon Oil; Audit Committee Chair, Exterran

The Honorable Jack B. Jacobs

Doug Foshee

Justice, Delaware Supreme Court

President, Chief Executive Officer and Chairman of the Board, El Paso Corporation; Trustee, AIG Credit Facility Trust; Director, Cameron International Corporation; Chairman of the Federal Reserve Bank of Dallas, Houston Branch; Board of Trustees, Rice University; Greater Houston Partnership Board and Executive Committee

Harry Markopolos The Bernie Madoff Whistleblower

3rd Annual

Conference ENERGY INDUSTRY DIRECTORS

WHY YOU SHOULD ATTEND Join Rice University and Fulbright & Jaworski L.L.P. for the 3rd Annual Energy Industry Directors Conference, a director education program designed for board members of energy and chemical companies. The conference will feature industry leaders and corporate governance experts who will focus on the issues facing board members across all segments of the energy industry.

KEY TOPICS • Current Views of the Board from the Bench • The Critical Relationship Between the Board and Management • The Lehman’s Saga: What Boards Can Learn from Its Unplanned Demise • The Emerging Era of Shareholder Activism: What Boards and Shareholders Can Learn • The Role of Energy Companies in the Energy and Environment Debate EARLY REGISTRATION • $1,695 before Feb. 1, 2010 • $1,995 after Feb. 1, 2010 Group rate for three or more: $1,500 per person * Rooms will be available for board meetings before or immediately after the conference.

ACCOMMODATIONS Hotel ZaZa www.hotelzazahouston.com 5701 Main St. • Houston, TX 77005 • 713 526 1991 A limited number of rooms have been reserved at the Hotel ZaZa (near Rice campus) for the conference. Please book your room directly by calling Tom DiBlasi at 713 639 4513 or email tdiblasi@hotelzaza.com.

T W O WA Y S T O R E G I S T E R Online: jonesgsm.rice.edu/boardconference Phone: 713 348 6060

Day 1 - Tuesday, March 2, 2010 8:00 – 8:15 WELCOMING REMARKS

8:15 – 9:15 PLANNING FOR THE FUTURE: Securing Reliable Energy Sources and Predictions on Key Energy Industry Issues Energy experts will discuss trends, challenges and risks facing the energy industry. This thought-provoking overview will set the stage for the conference and serve as an invaluable tool for board members as they govern for the future.

Dan Pickering, Co-President, Head of Research, Tudor, Pickering, Holt & Co.; Director, Houston Producers Forum; Advisory Board, Midway Companies Bill Arnold, Professor in the Practice of Energy Management, Rice University; Director, University of Texas Institute of Latin American Studies and Mexican Center, University of California Language Consortium, Texas A&M Center for International Business Studies, Foundation for Amigos de las Americas 9:15 – 10:30 CURRENT VIEWS OF THE BOARD FROM THE BENCH A respected jurist on Delaware’s highest court and a professor of corporate law will cover the hot legal issues facing board members. In an interactive session, this leading jurist will draw on years of experience ruling on the intersection of board action and the law. By applying the panelists’ expertise in corporate law to hypothetical scenarios, you will learn how to avoid major problems. Come prepared—this is an opportunity to ask questions of leaders in corporate law and governance.

Justice Jacobs, Justice, Supreme Court of Delaware Moderator: Nadelle Grossman, Assistant Professor, Marquette University Law School

10:30 – 10:45 BREAK 10:45 – 11:30 THE CRITICAL RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT This panel will discuss their recent experience in the CEO selection process and how to effectuate a successful CEO transition. Hear from a new CEO how the board can ease the transition process and how board members can help maximize shareholder value.

Lynn Elsenhans, Chairman and Chief Executive Officer, Sunoco Inc; Board member, Sunoco Partners LLC; Director, International Paper; Board of Trustees, Rice University Ursula Fairbairn, President and Chief Executive Officer, Fairbairn Group LLC; Director, Sunoco, Inc., Air Products & Chemicals Inc., VF Corporation 11:30 – 12:15 THE LEHMAN’S SAGA: What Boards Can Learn From Its Unplanned Demise Drawing from his decades of experience in restructuring and advising troubled companies, the current CEO of Lehman Brothers Holdings will share lessons learned and insights for boards facing major challenges. This discussion will include his view of the board’s role in financially distressed situations and action planning for potential insolvency.

Bryan Marsal, Co-Chief Executive Officer, Alvarez & Marsal; Chief Executive Officer, Lehman Brothers Holdings; Director, Timex Corporation 12:15 – 1:00 LUNCH 1:00-2:00 MANAGING DIRECTORS’ LIABILITY This panel will address the latest developments in director liability and steps board members can take to protect their interests. Topics to be discussed include cases being filed against energy company directors, new legislation that will create more risk for directors, steps by regulatory bodies to increase enforcement and other factors that make this a dangerous time to be a director. The panel will also discuss risk management and critical D&O insurance policy issues.

Carol Graebner, Deputy General Counsel, PNM Resources William Federman, Founder and Managing Member, Federman & Sherwood Michael Smith, President, Executive Liability, Chartis Insurance Moderator: Bob Harrell, Partner, Fulbright & Jaworski L.L.P.

ENERGY

Industry Board

Conference

Energy Industry Directors

Conference

2:00 – 2:45 THE NEW ERA OF GOVERNANCE As Managing Director of the National Association of Corporate Directors, Peter Gleason will address the ever-changing corporate governance landscape in the wake of the financial crisis. Learn how legislation, regulation and shareholder pressure are changing board composition and focus, particularly in the areas of strategy and risk oversight.

Peter Gleason, Managing Director and Chief Financial Officer, National Association of Corporate Directors Board; Director, The Patriot Fund; Advisory Boards of Nura Healthcare LLC and The Open Compliance & Ethics Group 2:45 – 3:00 BREAK

3:00- 4:00 THE CHANGED REGULATORY AND ENFORCEMENT ENVIRONMENT This panel will provide an overview of the significant regulatory enforcement risks facing energy companies.

The panel will focus on the evolving exposure to allegations of energy market manipulation, Foreign Corrupt Practices Act violations and environmental enforcement. With energy companies facing potential penalties of hundreds of millions of dollars, board members cannot afford to be behind the curve in understanding the changes in the law.

Billy Jacobson, VP, Co-General Counsel, Chief Compliance Office, Weatherford Peggy Heeg, Partner, Fulbright & Jaworski L.L.P. Eva Fromm O’Brien, Partner, Fulbright & Jaworski L.L.P. Moderator: Gerry Pecht, Partner, Fulbright & Jaworski L.L.P.

4:00 – 5:00 THE EMERGING ERA OF SHAREHOLDER ACTIVISM: What Boards and Shareholders Can Learn The populist backlash arising out of the economic downturn has given new life to shareholder activists pushing for so-called “good governance.” The Fingers, acting on their conviction that the board and management of Bank of America failed to protect shareholder interests in the Merrill Lynch acquisition, worked to change the governance of the bank. In response to the pressure exerted, a majority of Bank of America shareholders voted to strip the office and title of Chairman from CEO Kenneth Lewis. Hear from this panel how boards should evaluate say on pay, majority voting, the call to split the role of Chairman/CEO and other shareholder initiatives.

Jerry Finger, Managing Partner, Finger Interests Ltd.; President and Director, Ambassador Life Insurance Company Jon Finger, Vice President, Finger Interests, Ltd. Moderator: Shahid Malik, Faculty Director, Energy Executive Education, Rice University; Former Chief Executive Officer, Strategic Energy; EVP, Great Plains Energy; EVP, PRTM Management Consulting 5:30-6:30 p.m.

COCKTAILS AND DINNER Hotel ZaZa

Day 2 - Wednesday, March 3, 2010 8:30 – 9:00 THE FUTURE OF THE ENERGY INDUSTRY Doug Foshee, President, Chief Executive Officer and Chairman of the Board, El Paso Corporation; Trustee, AIG Credit Facility Trust; Director, Cameron International Corporation; Chairman of the Federal Reserve Bank

of Dallas, Houston Branch; Board of Trustees, Rice University; Greater Houston Partnership Board and Executive Committee 9:00 – 9:30 THE ROLE OF ENERGY COMPANIES IN THE ENERGY AND ENVIRONMENT DEBATE The energy industry has been ineffective in framing the public debate on the role of energy and the environment.

This industry leader will address how to move the discussion from political rhetoric to science.

Jim Hackett, Chairman, President and Chief Executive Officer, Anadarko Petroleum Corporation; Director, Fluor Corporation, Halliburton Company; Chairman of the Board, Federal Reserve Bank of Dallas; Vice Chairman of the Board, Baylor College of Medicine; Boards of the Business Roundtable and the Trilateral Commission 9:30- 10:00 A LOOK BACK AND FORWARD ON THE ENERGY INDUSTRY Two large public energy company CEOs will discuss their insights regarding where the energy industry stands today and where it is heading.

Jim Hackett, Chairman, President and Chief Executive Officer, Anadarko Petroleum Corporation Doug Foshee, President, Chief Executive Officer and Chairman of the Board, El Paso Corporation 10:00 – 10:15 BREAK 10:15 – 11:15 WHAT EVERY BOARD MEMBER SHOULD KNOW ABOUT THE ROLE OF THE AUDIT COMMITTEE Always a challenging committee, the Audit Committees of energy companies must deal with complex principals such as climate change disclosure, the potential for cap and trade, mark to market accounting, reserve estimates and royalty reporting. A Big Four executive and leading Audit Committee members will discuss hot topics in energy

accounting, emerging trends and red flags in financial statements. This discussion is a must for all board members.

Jeff Curtis, Audit Committee Chair, KBR Ed Segner, Professor in the Practice of Civil Engineering Management, Rice University; Director, Seahawk Drilling, Exterran Partners LP and Bill Barrett Corporation Janet Clark, Chief Financial Officer, Marathon Oil; Audit Committee Chair, Exterran Moderator: Dennis Whalen, Audit, Finance & Operations Committee, KPMG LLP 11:15- 12:15 KEYNOTE – BLOWING THE WHISTLE ON BERNIE MADOFF: Lessons for Board Members Markopolos candidly explains his long fight to “gift wrap and deliver the biggest Ponzi scheme to the SEC ever.”

Markopolos reveals what board members can learn from this captivating cloak and dagger story of one of the largest financial frauds in history.

Harry Markopolos, The Bernie Madoff Whistleblower 12:15-1:00 CLOSING/LUNCH

Jesse H. Jones Graduate School of Business Upholding the prestigious academic traditions of Rice University, Jesse H. Jones Graduate School of Business is one of seven academic units of Rice University, one of the world’s best teaching and research universities. The Jones School offers the Full Time MBA, MBA for Executives, and MBA for Professionals degrees; a full schedule of non-degree, open enrollment Executive Education and customized courses for business and industry; Ph.D. programs; and a Business Minor, open to any Rice undergraduate who meets enrollment requirements. An active network of 3,800 Jones School alumni have made a global impact in all areas of business, including entrepreneurship, finance, and energy.

Rice’s MBA programs have been recognized in the U.S.A. and internationally for leadership and innovation by U.S. News and World Report, the Financial Times, the Economist, and Entrepreneur magazine. Most recent notables:

• Salaries were among the highest in the U.S.A. for both graduates and alumni; • Finance continues to rank in the top 10 as a recognized specialty; • Intellectual capital, based on faculty research, placed in the top 20 – worldwide.

The scenic campus is located in Houston, the nation’s fourth-largest city, second only to New York in Fortune 500 headquarters.

Fulbright & Jaworski L.L.P. Fulbright & Jaworski is one of the largest international law firms with nearly 1,000 lawyers and multiple integrated practice areas. Fulbright has 220 energyfocused lawyers strategically located in 16 markets around the world, including key intersections of the world oil and gas transactions, such as Houston, New York, London, Dubai, Riyadh, Hong Kong, Beijing and Denver. Fulbright provides a full range of legal services to clients worldwide. In 2008, Directors and Boards ranked Fulbright among the Top 10 law firms in the United States in two important categories involving corporate governance, “Best in Dealing with General Corporate Governance Issues” and “Best in Dealing with Director Liability Issues.” Corporate Board Member magazine named Fulbright for the seventh time among the top 20 corporate law firms in the U.S. in their survey of board members of public companies.

ENERGY

Industry Board

Conference

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DIRECTIONS TO THE EVENT

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From U.S. 59, take the Shepherd/Greenbriar exit.

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Travel south on Greenbriar, and turn left on Rice Blvd.

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From Rice Blvd., take University Entrance 20, and turn right at the second stop sign.

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The Jones School will be on your left. You will see the entrance to the Central Campus Garage on your left.

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Parking is available in the Central Campus Garage located under the Jones Graduate School.

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SUBSTITUTION/CANCELLATION POLICY

Payment must be received prior to the event in order to guarantee your place. If you are unable to attend the conference for any reason, you may make substitutions at no extra charge, but we would appreciate prior notice. If you cancel at least 21 days prior to the conference, an administrative fee of 20% will be due. If your full payment has been made, the balance (minus the administrative fee) will be refunded. If your cancellation notice has NOT been received at least 21 days prior, you are responsible for the full payment. We reserve the right to accept or reject delegates at our discretion.

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T W O WA Y S T O R E G I S T E R Online: jonesgsm.rice.edu/boardconference Phone: 713 348 6060

ENERGY

3rd Annual

Industry Board

Conference

The Impact of Decisions

Conference ENERGY INDUSTRY DIRECTORS REGISTER TODAY

March 2 & 3, 2010 • Rice University • Houston, Texas Jesse H. Jones Graduate School of Business 713 348 6060 • jonesgsm.rice.edu/boardconference

Jesse H. Jones Graduate School of Business Suite 127, MS 531 Post Office Box 2932 Houston, Texas 77252-2932

R E G I S T E R T O D AY March 2 & 3, 2010

Non-Profit Org. U.S. Postage PAID Houston, TX Permit No. 10072