4 February 2015

 

Eldar SætreDraugveien 66,4314 Sandnes

### OFFER OF EMPLOYMENT

In reference to our previous conversations, I am pleased to  offer you the position as President and Chief Executive Officer (CEO) in  Statoil ASA ('the Company'), on the terms and conditions set out in this Offer Letter  and the enclosed Contract of Employment.

The Board of Directors of the Company establishes the terms  and conditions applicable for the President and Chief Executive Officer of the  Company.

Your annual base salary at commencement will be NOK  5,700,000. The base salary will be included in your pensionable income.

In addition you will be entitled to a fixed, annual  remuneration element of NOK 2,000,000. This fixed addition will not be included  in your pensionable income. The fixed addition will be included in your holiday  pay and the basis for calculating the Annual variable pay and the Long-term  incentive.

You will be eligible for a free company car within a cost  limit of NOK 1,000,000. The frame for the company car will be annually  adjusted based on the KPI.

You will be entitled to expenses for electronic  communication. Installation and operation of PC and necessary office equipment  in your private home will be provided by the Company. Subscriptions to newspapers  and periodicals which you consider necessary for the position will be covered  by the Company.

According to SOX-regulations you are not eligible for any  company loan arrangement in the position as President and Chief Executive  Officer.

Separate invitations pertaining to your participation in the  Annual variable pay scheme and Long-term incentive scheme referred to in Clause  5.2 of the Contract of Employment are enclosed.

Regardless of clause 17 of the Contract of Employment and  other clauses relating to pension, the Pension Scheme described in the letter  of 5 March 2007 with attachment, confirmed in the Offer of Employment of 29  October 2007, is an individual pension right based on agreement with the  Company.

It is endorsed that your directorships in Trucknor AS and  Strømberg Gruppen AS can be continued. The Board of Directors reserves the  right to withdraw these consents in accordance with guidelines in the Contract  of Employment, Clause 7.

Furthermore, we kindly request that you submit a list of any  additional directorships, assignments, honorary duties or ownership in the form  of shares or other ownership interests you currently hold to The Company's Secretary  for arrangement of consent by the Board of Directors, in accordance with Clause  7 of the Contract of Employment. Please provide this list within due time prior  to commencement. Upon commencement, such approved directorships, assignments,  honorary duties or ownership interests should be registered according to  company guidelines.

As Chief Executive Officer, you are considered to be a  primary insider within Statoil ASA. As such, you are required both to  familiarise yourself, and act in compliance with, the Company's guidelines  regarding insiders.

Please find enclosed two copies of the Contract of  Employment and a Non-disclosure undertaking.

If you accept the offer, we kindly request that you sign and  return a copy of the Offer of Employment, the Non-disclosure undertaking and  one copy of the enclosed Contract of Employment to Statoil ASA, marked for the  attention of Magne Andre Hovden, ST-FO C3, 4035 Stavanger, Norway.

Kind regards,For Statoil ASA

____/s/ Svein RennemoChairman of the BoardStatoil ASA

The offer is accepted:

Signature: ____/s/ Eldar Sætre

Place: Oslo Date: 4/1/2015

 

### CONTRACT OF EMPLOYMENT

This Contract of Employment is entered into today, 4  February, 2015, between:

**Statoil ASA**

Business Registration Number 923 609 016Forusbeen 50, 4035 Stavanger

(Hereinafter "the Company")

and

Eldar SætreDate of Birth: 8 February 1956Draugveien 66,4314 Sandnes

(Hereinafter "Chief Executive Officer")

**1 Employment and Date of Commencement**

Eldar Scetre is hereby employed by the Board of Directors of  Statoil ASA to serve as President and Chief Executive Officer in Statoil ASA.

The employment will commence on 4 February, 2015.

**2 Place of Work**

The Chief Executive Officer's principal place of work is  currently Stavanger. The Board of Directors reserves the right to change the  place of work. The Board of Directors shall discuss with the Chief Executive  Officer prior to making such change.

**3 Duties and Liabilities**

The Chief Executive Officer is responsible for management of  the company and shall comply with the guidelines and instructions given by the  Board of Directors. The Chief Executive Officer is responsible to the Board of Directors  for the Company's business and operations being performed in accordance with  the Company's governing system and guidelines, law and regulations and  commercial custom and practice.

The Chief Executive Officer is responsible for hiring and,  if needed, dismissal of leaders reporting directly to him. The Board of  Directors shall be informed prior to the decision by the Chief Executive  Officer.

The Chief Executive Officer shall, at the request of the  Board of Directors, serve as Chairman of the Board or Director of any of the  Company's subsidiaries. The Chief Executive Officer shall not be entitled to  Director's fees for any such appointments. Upon the request by the Board of Directors,  the Chief Executive Officer shall, without compensation and, on the date  decided by the Board of Directors, resign all such directorships.

**4 Working Hours and Holiday**

**4.1 Working Hours**

The Chief Executive Officer is exempted from the regulations  concerning working hours in the Working Environment Act of 2005 No. 62, in  accordance with section 10-12.

**4.2 Holiday and Holiday Payment**

Holiday and holiday payment is granted in accordance with  the Norwegian Act of Holiday 1988 No. 21 and the Company's guidelines as  applicable at any given time.

**5 Remuneration**

**5.1 Fixed Remuneration**

The fixed remuneration is subject to decision by the Board  of Directors. The fixed remuneration consists of the base salary and an  additional fixed remuneration element (hereinafter fixed addition).

The remuneration of the position as Chief Executive Officer  in Statoil shall be competitive, but not market leading, taking into  consideration the size of the Company, its industrial market position and the  short and long term value creation and results of the Company.

The annual gross base salary (grunnlønn) at the date of  commencement of employment is NOK 5,700,000. The fixed addition at the date of  commencement of employment is NOK 2,000,000.

The fixed remuneration is subject to an annual review by the  Board of Directors. The next review will take place in January 2016. The Board  of Directors is under no obligation to award an increase following a review. If  the Board of Directors conclude on a fixed remuneration increase, both elements  (the base salary and the fixed addition) will be increased with the same  percentage. There will be no review of the fixed remuneration after notice has  been given by either party to terminate the employment.

The Chief Executive Officer will be paid one twelfth of the  annual fixed remuneration each month in accordance with the applicable Company  regulations at any given time. The only exception to this is the month of June,  in which the payment of fixed remuneration will be replaced by a holiday  payment in accordance with the Holiday Act, and the Company's guidelines at any  given time.

**5.2 Performance Based Pay Schemes**

The Chief Executive Officer shall participate in the  Company's annual variable pay scheme and the long-term incentive scheme subject  to the prevailing rules of the scheme at any given time. Participation in the  performance based pay schemes is subject to annual invitation. The Board of  Directors reserves the right to change, or alternatively terminate, the annual  variable pay scheme and the long-term incentive scheme at its sole discretion. Changes  to or termination of performance based pay schemes cannot be made unilaterally  by the Board of Directors during a participation period which has been agreed.

The Chief Executive Officer is entitled to the earned annual  variable pay if employed in the Statoil Group at the time of payment and  without having submitted a notice of termination.

**5.3 Other Benefits**

The Chief Executive Officer is entitled to further benefits  as set out in the applicable guidelines of the Company at any given time.

**5.4 Travelling and Subsistence Allowances**

Business related travel expenses shall be reimbursed in  accordance with the applicable regulations in the Company's guidelines at any  given time.

**6 Company Pension and Insurance Schemes**

The Chief Executive Officer shall participate in the  Company's General Pension Scheme as applicable in the Company at any given  time.

Furthermore, the Chief Executive Officer shall participate  in the Company's Insurance Schemes as applicable in the Company at any given  time.

The Board of Directors reserves the right to adjust and, in  accordance with all appropriate legal requirements, terminate the General  Pension and Insurance Schemes at the its sole discretion.

**7 Work Outside the Company and Financial Interests**

The Chief Executive Officer is obliged to devote all his  working capacity to the performance of his position at the Company. He shall  not undertake any other position or honorary/board post salaried or unsalaried,  without the prior written consent of the Board of Directors.

The Board of Directors reserves the right to withdraw any  such consent in cases where a conflict of interest of any kind arises, or if  the Chief Executive Officer's ability to perform his work is affected or his  duties or responsibilities towards the Company are impaired.

The Chief Executive Officer shall register any directorships  and any financial interests he may have in other enterprises in accordance with  the applicable Company regulations at any given time. The Chief Executive  Officer shall not be entitled to compensation if he is obliged to resign any  such directorships and/or financial interests in order to comply with the  applicable Company regulation.

**8 Termination and Resignation**

**8.1 Period of Notice**

The notice period shall be 6 months. The notice period shall  be calculated from the first day of the calendar month following that in which  the other party received the written notice. The Chief Executive Officer is obliged  to resign with immediate effect, or at any later date as decided by the Board  of Directors, from his position and any directorships or appointments in the  Company or in any subsidiaries of the Company. If such resignation is required  by the Board of Directors, the Chief Executive Officer is entitled to both  fixed remuneration and other compensation including pension and insurance  contributions, as set out above in Clauses 5 and 6, during the notice period,  provided that he remains available at the request by the Board of Directors.

**8.2 Termination at Pension Age**

The Chief Executive Officer's employment shall be  terminated, without prior notice, on reaching the Company's normal retirement  age. The Company's normal retirement age is currently 67.

The Chief Executive Officer has a right to retire at 62  according to the terms in the Pension Agreement of 5 March 2007.

**8.3 Return of the Company's Possessions**

Upon termination of employment, the Chief Executive Officer  shall return to the Company all property belonging to it, including but not  limited to: any documents, electronically stored information, personal computer  equipment, cell phone and admission card keys, irrespective of their  whereabouts or how they are stored.

The Chief Executive Officer shall, at the request of the  Board of Directors, sign a statement confirming that he is not in possession  of, nor has handed over to any unauthorised person, any of the Company's  documents (or copies thereof) or Company property of any kind. The Chief  Executive Officer shall not be entitled to retain any such Company property  under any circumstances.

**9 Severance Pay**

**9.1 Waiver of Protection against Dismissal in Consideration  for Agreed Severance Pay**

The Chief Executive Officer waives the rights that otherwise  apply to employees pursuant to Chapter 15 of the Working Environment Act, in  accordance with section 15-16 second paragraph, in consideration of the right  to severance pay pursuant to this Clause 9.

If the Chief Executive Officer disputes the legality of his right  to waive the employment protection rights and/or the legality of the dismissal,  the Board of Directors may unilaterally decide without any compensation for the  Chief Executive Officer that the right to severance pay in Clause 9, and the  arbitration regulation in Clause 18.2 do not apply. In such cases, the  termination of employment shall be fully regulated by the provisions of the  Working Environment Act.

**9.2 Severance Pay**

If the Board of Directors has given the Chief Executive  Officer notice of termination of his employment, he shall be entitled to  severance pay corresponding to 6 months of his fixed remuneration. Such  severance pay shall be calculated as from the date of expiry of the notice  period, hereinafter referred to as the 'time of discontinuance'. The Chief  Executive Officer shall also be entitled to the same amount of severance pay if  he resigns pursuant to a written agreement with the Board of Directors.

Severance pay shall not be included in any calculation of  holiday pay. During the period in which severance pay is payable the Chief Executive Officer shall not be entitled to  any other remuneration or benefits as set out in Clause 5, nor is he covered by  the Company's pension and insurance schemes.

The Severance Pay is paid by the Company in monthly  instalments or as a one-off lump-sum payment subject to the Board of Directors'  sole discretion.

If the Chief Executive Officer is appointed to a new  position or receives income from a business of which he is an active owner, the  severance pay will be reduced by a corresponding amount calculated on the basis  of the Chief Executive Officer's new annual income. The Chief Executive Officer  is obliged to provide the Company with all information regarding such  deductible income.

**9.3 Transfer to Pension**

The entitlement to receive severance pay is conditional on  the Chief Executive Officer not being entitled to, or receiving, a pension from  the Company.

If during the period in which severance pay is payable  pursuant to Clause 9.2 above, the Chief Executive Officer is or becomes  entitled to a pension pursuant to Clause 6, including any 'early retirement'  pension, he shall receive the pension in lieu of severance pay as from the date  he becomes entitled to such a pension.

**9.4 Lapse of Right to Severance Pay**

The entitlement to severance pay is conditional on the Chief  Executive Officer not being guilty of gross misconduct, gross negligence,  disloyalty or any other material breach of his duties, according to section  15-14 of the Working Environment Act. If the Chief Executive Officer is found  to be in breach of his duties, the Board of Directors is entitled to claim back  any severance payments already made.

In the event that the Chief Executive Officer commits or is  responsible for any irregularities or dereliction of duty that may result in  liability in damages or in he being prosecuted for a criminal offence, or the  Chief Executive Officer is found to be in breach of the Non-competition Clause,  severance pay can be withheld, and the Board of Directors will be entitled to  claim back any severance payments already made.

**10 Professional Secrecy**

The Chief Executive Officer is obliged to comply with the  Company's prevailing regulations on Professional Secrecy, and he shall sign the  Company's standardised Non-disclosure undertaking. The Chief Executive Officer must  treat all information in such a manner so as not to harm the Company's  legitimate interests in any way.

**11 Non-competition**

To the extent permitted by law, the Chief Executive Officer  shall be bound by the competition restrictions as stated in this clause during  his employment and for a period of 6 months as from the expiry of the notice  period.

The Chief Executive Officer shall refrain from commencing  employment with, rendering advisory services to irrespective of whether or not  he receives compensation, establishing or participating in a business either  alone or together with others or on behalf of any other person, owning shares,  other assets, or other ownership interests in, or in any other way be engaged  in any entity or business that directly or indirectly competes with the core  activities of the Company or any of its directly or indirectly owned  subsidiaries.

The Board of Directors may, at any time, waive its rights  under this clause. Pursuant to a written request by the Chief Executive  Officer, the Board of Directors is obliged to consider waiving its rights under  this clause or to consider whether the restrictions in this clause should apply  for a shorter period of time. The Board of Directors shall reach a decision  within three weeks as from the date when all relevant information has been  received.

If the Chief Executive Officer does not receive any pension  or severance pay following termination of his employment (as set out in Clause  9.2 and 9.3), he is entitled to compensation equivalent to the fixed  remuneration (pursuant to Clause 5.1) from the time of discontinuance until the  expiration of the non-competition period or until the Board of Directors waives  its rights pursuant to this clause. The compensation payments shall be made in monthly  instalments. The compensation amount shall be deducted by all other gross  income except income from capital earned during the same period of time. This  deduction shall not exceed 50 % of the compensation. Any payments from the  Company or its subsidiaries shall however be fully deductible. The Chief  Executive Officer is obliged to provide the Company with information in writing  regarding such deductible income. Clause 9.4 above also applies to this clause.

For a period of 12 months following the expiry of his notice  period, the Chief Executive Officer shall not be entitled to directly or  indirectly on his own account or on behalf of or in conjunction with any other  person, approach, affect or in any way contribute to the termination of any  employment or client relationship with any employees, persons or customers that  the Chief Executive Officer has established contact with during the course of  his employment with the Company. Nor shall the Chief Executive Officer approach  any such persons or businesses, with a view to inducing such person or business  to change its relationship with the Company or any other affiliated company in any  way.

The covenants in this clause shall also apply if the Chief  Executive Officer's employment is terminated on the grounds of fundamental  breach, according to section 15-14 of the Working Environment Act.

If the Chief Executive Officer is in breach of his duties  under the above provisions, the Board of Directors has the right to demand the immediate  discontinuation of the activity in breach of this clause, and require The Chief  Executive Officer to pay a penalty amounting to 50 % of monthly fixed  remuneration for every month that he has acted in breach of the non-competition  clause. The penalty is to run from and including the calendar month in which  the activity in breach of this clause occurred, up until and including the  calendar month in which the activity ceased. The Board of Directors is also  entitled to claim back any compensation that has already been paid in accordance  with the above non-competition clause. This clause shall not restrict the Board  of Director's right to alternatively claim compensation for the actual damage  suffered through such breach.

Without prejudice to this Clause 11, the Chief Executive  Officer acknowledges his duty under Clause 1 0 not to make use of or divulge to  any person any information of a confidential or secret nature.

**12 Intellectual Property Rights**

The proprietary right to any invention, patent, patent application,  intellectual work, knowhow, database, design, data, processes, software,  written or visual material and any other result or intellectual property  created as a consequence of, or in connection with the work the Chief Executive  Officer has performed during his employment, or which may become the result of  the work the Chief Executive Officer has performed during his employment, either  alone or jointly with others, shall automatically and in its entirety become the  property of the Company at no cost to the Company. The Company shall have an  unlimited and exclusive right to exploit such results and intellectual property  rights free of charge.

**13 Ethics and Conduct**

The Company sets high ethical standards for its employees.  The Chief Executive Officer is obliged to familiarize himself with, keep  updated on, and act as a role model in compliance with the Company's ethical  standards, and all other regulations on ethics and conduct that are established  within the Company.

**14 Information Systems**

All information systems made available to the Chief  Executive Officer (for example PC, software, databases, information system for  internet and intranet) and any information stored in such information systems,  are the exclusive property of the Company.

**15 Personal Data**

The Chief Executive Officer consents to the Company using  his personal data for administrative and business related purposes. Personal  data will be treated confidentially.

**16 Tax**

Before payment of any compensation or benefit arising under  this contract, all and any applicable taxes will be calculated and withdrawn by  the Company in accordance with relevant local laws and regulations and the Company's  normal practice.

The Chief Executive Officer shall be fully responsible for  all taxes on both Company sourced and personal income, wherever they may arise  as a result of the Chief Executive Officer's tax residency status and physical  presence in a location performing duties on behalf of the Company or any Group  Company; and ensuring compliance with personal tax filing requirements in all  locations in which such obligations arise.

The Chief Executive Officer acknowledges that the Company  may have tax reporting obligations in respect of Company sourced income in the  countries in which he is required to perform his duties under this Contract of Employment.  Throughout the employment the Chief Executive Officer shall therefore maintain  an accurate travel calendar recording the countries he has visited in the  course of the employment and number of days spent in such countries on each  visit.

**17 General**

This contract of employment regulates all aspects of the  Chief Executive Officer's conditions of employment with the Company and shall  replace all former agreements between the Chief Executive Officer and the  Company in connection with the Chief Executive Officer's employment. Any  supplements or amendments to this contract shall be in writing.

Irrespective of this Clause 17, the Pension Agreement of 5  March 2007 is maintained.

**18 Choice of Law and Arbitration**

**18.1 Choice of Law**

This contract of employment and the contractual relationship  between the Company and the Chief Executive Officer shall be governed by, and  construed in accordance with, Norwegian Law.

If the Chief Executive Officer performs work abroad and any of  the provisions of this contract of employment should become invalid or  unenforceable due to inconsistency with any foreign mandatory law, the  remaining provisions of this contract of employment shall nevertheless remain  in full force. The contract of employment shall remain in full force and effect  on the Chief Executive Officer's return from the relevant foreign jurisdiction.

**18.2 Arbitration**

In the event of a dispute between the parties concerning the  interpretation, application or performance of this contract of employment,  including any appendices and contracts that alter or replace it, or in the  event of a dispute concerning the termination of employment and related  compensation claims, and if one of the parties so demand, such disputes shall  be settled by arbitration pursuant to the Norwegian Arbitration Act 2004 No.  25.

The parties shall, if possible, appoint the arbitrators  jointly. If the parties cannot agree on the composition of the Court of  Arbitration, they shall each appoint one arbitrator. The two appointed arbitrators  shall together appoint the third arbitrator, who shall be the Chairman of the  Arbitration Court. If the two appointed arbitrators cannot agree on the choice  of Chairman of the Court of Arbitration, either party may demand that the  Chairman of the Borgarting Court of Appeal is to make the choice.

The Court of Arbitration shall, insofar as is possible,  reach a decision on the matters in dispute within 90 days of the appointment of  the Court of Arbitration.

The expenses of the Court of Arbitration including expenses  relating to the Arbitrator(s) are to be covered by the Company. Unless  otherwise decided by the Court of Arbitration based on provisions in the  applicable legislation, the parties shall cover their own respective expenses  for counsel.

The parties agree that the arbitration procedure and the  decisions of the Court of Arbitration are to be kept confidential.

**19 Signature**

Two identical copies of this Contract of Employment shall be  signed, and one copy shall be retained by each party.

******

Oslo, 4 February 2015____/s/ Svein RennemoChairman of the BoardStatoil ASA

Place/Date Oslo 4/1/2015____/s/ Eldar Sætre