MAZEIKIU NAFTA

MATERIAL EVENT



CONTRACTS AND AGREEMENTS AMONG WILLIAMS AND YUKOS



On 11 April 2002 contracts and agreements among Williams

International Company, Yukos Oil Corporation and its wholly

owned subsidiary Yukos Finance B.V. regarding AB “Mazeikiu nafta”

were initialed



On 11 April 2002 Williams International Company, Yukos Oil

Corporation and its wholly owned subsidiary Yukos Finance B.V.

(hereinafter both together referred to as “Yukos”) initialed the

contracts and agreements concerning Yukos participation in the

equity of AB “Mazeikiu Nafta” and a long-term crude oil supply

agreement for AB “Mazeikiu Nafta” refinery.



The initialed agreements are being proposed to the Lithuanian

Government for their approval. If the Governmental and other

authorizations are granted, the transaction will close. Yukos

would purchase share equity in AB “Mazeikiu Nafta” for $75

million and grant a loan to AB “Mazeikiu Nafta” of $75 million.

In addition to Yukos equity investment, the transaction also

includes a 10-year crude supply agreement, by which the Russian

company would supply a minimum of nearly five million tons

or 35 million barrels) of crude oil per year to AB

“Mazeikiu Nafta” refinery.



Following completion of the aforesaid transaction each, Williams

International Company and Yukos, would hold 26.85 percent of AB

“Mazeikiu Nafta” shares, while the Lithuanian Government would

hold equity equal amounting to 40.66 percent. Williams

International Company would also maintain management control of

AB “Mazeikiu Nafta”, established by the agreements signed on

29 October of 1999.





Tadas Augustauskas

Head of Communication Depart.

293-92608