E.E.Noble, Chairman

United States Synthetic Fuels Corporation

2121 K Street, N.W. Washington, D.C., 20586

Dear Mr. Chairman,

The undersigned, being duly appointed and serving Directors of United States Synthetic Fuels Corporation ("SFC"), have indicated to you on many occasions over the past six months, individually and jointly, privately and in open and closed meetings, our concern over the management of the corporation. We write in order to make unmistakably clear (1) our continued conviction that management is impeding the Board of Directors in attempting to discharge its duties under the Energy Security Act; (2) our conclusion that there does not presently exist in SFC a system of organization to fix responsibility and promote efficiency; (3) our belief that the appointment of the incumbent as President of SFC should be terminated; and (4) our determination that the Directors should be involved with you immediately in developing a new system of organization, establishing new offices, and considering anew the appointment of officers.

This is, therefore, our formal request of you as Chief Executive Officer responsible for the direction and management of SFC: 1. To investigate the meeting between two directors of SFC on March 23 and 24 during which certain agreements were alleged to have been reached with respect to the exercise of their respective fiduciary powers as directors. Each of us has told you repeatedly of our concern over this meeting, so it does not seem necessary here to repeat the names of the concerned directors. However, if you are in any doubt as to what we have reference, we count on you immediately to communicate with any one of the undersigned. We require that you provide the Board with a written report of your conclusions as to what took place at this meeting, the propriety of the meeting and any agreements arrived at there, together with a summary of the actions that you propose to take with respect thereto. It is widely known that this meeting took place. Rumour as to what was agreed abounds both inside and outside the corporation. The Corporation has waited over long to take appropriate curative action. It is absolutely essential that this matter be dealt with in a definitive manner at once. We need and require the above mentioned formal report at or before the May 26, 1983 Board meeting;

2. To make suitable arrangment for termination of service of the incumbent President of SFC at or before the May 26 Board meeting;

3. To appoint a committee consisting of yourself, Mr Wilkins and Mr. Bowden to develop for the Board's prompt consideration and approval at the scheduled meeting on June 30, 1983 a new organizational plan for SFC.

In the event that you are not agreeable to carrying out each of the foregoing items 1 through 3, this is our formal request that you cause each such item to be specifically included and listed in the agenda for the public portion of our scheduled May 26 Board meeting. Unless we hear from you to the contrary, therefore, we will rely either that you will deal with requests set forth above as 1-3 in accordance with their tenor or that you will cause them to be placed on the agenda for discussion and action at our open Board Meeting in Tulsa in two weeks time.

Respectfully Submitted,

JBC, HW, RAGM

(1)

QUESTIONS FOR THE RECORD FROM SENATOR CARL LEVIN

Could Mr. Thibeau provide information estimating
how many times he has been present at meetings of
two or more Board members? After how many of these
occasions has he mentioned the propriety of topics
discussed at such meetings with the Inspector

General? With other members of the Board?

(2) When questioned by Senator Levin during the hear-
ing on July 27, Mr. Schroeder said he had corres-
ponded with Mobil Land Corporation concerning a
request made by Mr. Masson:

Mr. Schroeder. I don't believe I wrote,
but I believe I did write the man to
thank him. But I think the matter has
been made I mean, the correspondence
available.

has been made

Senator Levin.
what?

The correspondence has

Mr. Schroeder. The correspondence that did
pass has been made available and certainly
is available now. I will see that you get
it.

Please provide this correspondence to the Subcommittee.

(3)

Mr. Masson told the Subcommittee during the hearing
on July 29 that Mr. Schroeder had written to him about
contacting Mobil Land Corporation:

Mr. Masson. Subsequently to that, at some
time, two or three weeks later, he wrote me
a memo, indicating that here's a man's name
at Mobil Land; he is expecting your call;
would you call him and ask him...

Senator Levin asked if we could have a copy of the memo

and Mr. Masson responded:

Senator, we will have to get that from Vic
Schroeder. I thought you would want it,
and I asked my Secretary for it. I couldn't
find it. I am sure Mr. Schroeder will have
a copy of it.

Please provide this memo to the Subcommittee.

24-125 0-83--14

My responses to Senator Levin's questions for the record are as follows:

1. "Could Mr. Thibeau provide information estimating how many times he has been present at meetings of two or more Board members."

2.

• My attendance at formal and informal gatherings of two or more Board members is intrinsic to the execution of my duties as Executive Assistant to the Chairman of the Board. A best estimate would number in the hundreds.

"After how many of these occasions has he mentioned the propriety of topics discussed at such meetings with the Inspector General?"

I obtained your name and address from Harold Singleton
who is a friend of long standing. Harold and I worked
together in the construction and development business,
starting in the 1950's. I am writing because of a business
and professional request of Milton M. Masson of The Ellers
Masson Group in Phoenix who is interested in discussing
consulting work with you. Anything that can be done to
initiate communication between you and Mr. Masson would
be appreciated. He can be contacted at:

The Ellers Masson Group

725 West McDowell Road
Phoenix, Arizona 80057
602 257-8525

Thank you for your consideration of our request.

Sincerely,

Victor A. Schroeder