1 - -------------------------------------------------------------------------------- PROXY PATRICK PETROLEUM COMPANY PROXY PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR A SPECIAL MEETING OF STOCKHOLDERS , 1995 The undersigned hereby appoints U.E. Patrick and Robert J. Swistock and each of them, with full power of substitution, as proxies to represent the undersigned at a Special Meeting of Stockholders of Patrick Petroleum Company ("Patrick") and any adjournment thereof and to vote all shares of common stock the undersigned would be entitled to vote as indicated upon all matters referred to herein and in their discretion upon any other matters which may properly come before the meeting. (1) To approve and adopt an Agreement and Plan of Merger dated as of March 10, 1995 a copy of which is attached as Appendix I to the accompanying Joint Proxy Statement/Prospectus. / / FOR / / AGAINST / / ABSTAIN (2) To transact such other business as may properly come before the Special Meeting or any adjournment thereof. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THE SHARES WILL BE VOTED "FOR" PROPOSAL 1. - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- If the shares are issued in the names of two or more persons, each person should sign the Proxy. If the shares are issued in the name of a corporation or partnership, please sign in the corporate name, by president or other authorized officer, or in the partnership name, by an authorized person. Dated:____________________, 1995 ________________________________ Signed ________________________________ Signed Please sign exactly as your name appears and return this Proxy promptly in the accompanying postage-paid envelope. When signing as Attorney, Executor, Administrator, Trustee, Guardian or in any other representative capacity, please give your full title as such. IF YOU PLAN TO ATTEND THIS MEETING PLEASE CHECK THIS BOX. / / PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY - --------------------------------------------------------------------------------