Credit Suisse Investment Banking Pitch Book

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#1CREDIT SUISSE Confidential Project Florida Preliminary Maine discussion materials November 26, 2012 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse AG or its Affiliates (hereafter "Credit Suisse").#2Table of contents 1. Preliminary Maine analysis 2. Preliminary royalty trust sensitivity analysis CREDIT SUISSE Confidential 1#3Preliminary side-by-side-analysis ($ in millions, except where otherwise noted) Share price (11/23/12) % discount to 52-week high Market value Enterprise value (1) Enterprise value / 2012E EBITDA(X) 2013E EBITDA(X) Proved reserves ($ / mcfe) 2012E Production ($ / mcfe/d) 2013E Production ($/mcfe/d) Pre-tax PV-10% Price / 2012E CFPS 2013E CFPS Statistics 12/31/2011 Proved reserves (Bcfe) % oil % developed Resource potential (Tcfe) 2012E production (mcfe/d) % oil R/P Florida at market $38.88 (20.6%) $953 3,400 6.0x 4.1x 7.2x 5.1x Maine at market $12.45 (24.9%) $2,017 3,103 13.9x 12.2x $12.78 20,488 17,092 3.7x 17.0x 8.7x 242 40.6% 84.9% 63.7 151 40.6% 4.4x Source: Public filings, company projections at forward curve pricing as of 11/23/12 and FactSet Research Systems. Florida corporate adjustments as of 9/30/12 based on $3.7 billion of cash, $3.5 billion of debt and $3.6 billion of noncontrolling interest per Florida 10-Q. Maine corporate adjustments as of 9/30/12 based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100. CREDIT SUISSE Confidential 2#41. Preliminary Maine analysis CREDIT SUISSE Confidential 3#5Preliminary illustrative Maine NAV analysis assumptions 3P reserve estimates based on Ryder Scott reserve reports Projection model with production and costs for -3 Tcfe of net resource potential provided by Maine management - Scaled up to 15.2 Tcfe of net unrisked resource potential per RPS guidance and 63.5 Tcfe of net unrisked resource potential per Maine management guidance Analyzed 14.25-year unlevered free cash flow (9/30/12-12/31/2026E) - Discounted projected unlevered free cash flows to 9/30/12; discount rate of 12% for illustrative purposes Cash flow from remaining reserves after 2026E discounted to 9/30/12 based on the weighted average remaining life of production Assumes forward curve pricing as of 11/23/2012 WTI ($/bbl) Henry Hub ($/Mmbtu) 2012 $88.18 3.59 CREDIT SUISSE 2013 $89.69 4.07 Note: 2014 $89.99 4.32 - 10% risking for ultra-deep resource potential per RPS - 30% risking for ultra-deep resource potential per Maine guidance Cash G&A and non-cash G&A per Maine management guidance Plan tax rate of 38% per Maine management Tax basis of assets as per Maine management (1) (2) 2015 $88.26 4.42 2016 $86.30 4.81 2017 $85.78 4.99 Implied Maine resource case based on ultra-deep resource potential and resource risking values implied by a $1.50 per share(2) estimate for a 4% override royalty interest on Maine's ultra-deep resource potential - Implied 4.3 Tcfe of net risked resource potential in ultra-deep assuming 12% discount rate for illustrative purposes Preliminary reserve and resource risking assumed for illustrative purposes with guidance from RPS and Maine management 2018 $85.60 5.21 2019 $85.50 5.46 Thereafter $85.44 5.76 Tax assumptions per Maine management as follows: Capital recovery assumes 25% of future capital expenditures allocated to tangible assets and 75% to intangible drilling costs expensed in year incurred. Tangible assets depreciated using a 7-year MACRS schedule. Analysis doesn't account for AMT and withholding taxes. Represents average of spot prices until 9/30/12 and forward curve pricing for remaining 2012. Assumes fully-diluted shares outstanding of 231.8 according to Maine guidance. Confidential#6Preliminary illustrative Maine NAV analysis summary ■ Preliminary analysis based on forward curve pricing as of 11/23/2012 and illustrative discount rate of 12% Risking for illustrative purposes (RPS resource risking: 10%; Maine resource risking: 30%) Royalty payment based on revenue from ultra-deep prospects for 2012 through end of resource life ($ in millions, except per share amounts) Deep Shelf Gulf of Mexico Deep Water Traditional Shelf Ultra Deep Shelf Total of all regions Others (4) PV of NOLS Net asset value (-) Corporate adjustments (5) Implied equity value Implied price per Maine share Implied price per Maine share - 4% royalty (8) (2) (3) (5) Implied Maine resource case (1) Risked 3P & CREDIT SUISSE resources (100/100/100/Maine) $498 73 524 2,990 $4,085 168 530 $4,783 (108) $4,675 $20.52 19.62 Maine management resource estimate Case 1 Risked 3P & resources (100/70/50/10) $434 64 484 4,406 $5,388 164 633 $6,185 (108) $6,077 $26.42 25.09 (2) Case 2 Risked 3P & resources (100/70/50/30) $434 64 484 13,217 $14,199 163 1,107 $15,469 (108) $15,361 $65.48 61.39 RPS resource estimate (3) Case 3 Risked 3P & resources (100/70/50/10) $434 64 484 1,077 $2,060 184 412 $2,656 (1,065) $1,591 $9.72 9.21 Case 4 Risked 3P & resources (100/70/50/30) $434 64 484 3,232 $4,214 166 557 $4,937 (108) (1) Note: 3P: Proved + Probable + Possible. Based on ultra-deep resource potential and resource risking values implied by a $1.50 per share value for a 4% override royalty interest on ultra-deep resource production; Implied 3.9 Tofe of net risked resource potential in ultra-deep assuming 12% discount rate for illustrative purposes. Based on net unrisked resource estimate of 83.5 Tofe per Maine management. Based on net unrisked resource estimate of 15.2 Tofe per RPS guidance. $4,829 $21.17 20.20 Others include PV of G&A and tax shield related to existing PP&E. Maine corporate adjustments based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100 for Q3 2012. Royalty on resource potential. Confidential 5#7Preliminary illustrative Maine royalty sensitivity analysis Illustrative per share estimate for royalty ■ Royalty payment based on revenue from ultra-deep prospects for 2012 through end of resource life ■ Preliminary analysis based on forward curve pricing as of 11/23/12 and illustrative discount rate of 12% ($ per fully diluted share outstanding, except where otherwise indicated) Net implied risked resource (Tcfe) 4.3 Implied Maine resource case Maine management resource estimate (2) Illustrative resource potential risking RPS resource estimate (3) Illustrative resource potential risking (1) 10.0% 30.0% CREDIT SUISSE 10.0% 30.0% Implied price per Maine share (NAV analysis) (4) Implied price per Maine share assuming: 4% royalty on resource potential Note: 6.4 19.1 (2) (3) 1.5 4.6 Royalty Illustrative Maine price per share - ultra-deep royalty rate sensitivity 4.0% $1.50 $2.22 6.67 $0.54 1.62 Implied Maine resource case Risked 3P & resources (100/100/100/Maine) $20.52 19.62 Production estimate (Mmcfe/d) 2014E 2013E 13.4 5.4 16.1 5.4 16.1 Risked 3P & resources (100/70/50/30) Maine management resource estimate (2) $26.42 85.5 25.09 120.2 360.7 34.2 102.7 Risked 3P & resources (100/70/50/30) $65.48 61.39 2015E 220.9 346.4 1,039.2 88.4 265.1 RPS resource estimate (3) Risked 3P & resources (100/70/50/10) $9.72 9.21 Royalty Interest not on 8/8 basis. values implied by a Based on ultra-deep resource potential and resource $1.50 per share value for a 4% override royality interest on ultra-deep resource production; Impiled 4.3 Tofe of net risked resource potential in ultra-deep assuming 12% discount rate for Illustrative purposes. Assumes 63.7 Tcfe of unrisked ultra-deep resource potential, including Davy Jones. Assumes 15.4 Tote of unrisked ultra-deep resource potential, including Davy Jones. See previous page. Risked 3P & resources (100/70/50/30) $21.17 20.20 Confidential 6#8Preliminary illustrative Maine transaction matrix ($ in millions, except as indicated) % premium / (discount) to: Current 52-week high All-time high 5-day average 10-day average 20-day average 30-calendar day average 60-calendar day average 1-year average Fully diluted shares Implied equity value (¹) Corporate adjustments Implied enterprise value Pennsylvania interest (shares in millions) Florida interest after conversion (shares in millions) Enterprise value / 2012E EBITDAX 2013E EBITDAX Fully diluted shares (ex Pennsylvania and Florida interest) Implied equity value (ex Pennsylvania and Florida interest) Incremental consideration Proved reserves ($ / mcfe) Total resources ($/ mcfe) per Maine management Total resources ($/ mcfe) per RPS 2012E Production ($/ mcfe/d) 2013E Production ($ / mcfe/d) Pre-tax PV-10% Price / 2012E CFPS 2013E CFPS (2) Data (3) $48.96 62.93 38.10 38.05 38.70 CREDIT SUISSE 38.71 39.58 37.94 Data $6,739 9,815 $5.42 7.88 Florida 11/23/2012 $38.88 (20.6%) $16.57 (38.2%) 34.48 2.1% 12.39 2.2% 12.53 0.5% 12.29 0.4% (1.8%) 2.5% 949.6 $37,037 3,400 $40,437 6.0x 4.1x Data 7.2x 5.1x 12.25 11.92 12.16 Data $223 253 242 63,835 15,535 151 181 829 $0.73 1.43 Maine 11/23/12 $12.45 (24.9%) (63.9%) 0.5% (0.6%) 1.3% 1.6% 4.5% 2.4% 162.0 $2,017 1,077 $3,094 51.0 111.0 $1,382 13.9x 12.2 $12.78 0.05 0.20 $20,488 17,092 3.7x 17.0x 8.7 $15.50 24.5% (6.5%) (55.0%) 25.1% 23.8% 26.1% 26.5% 30.0% 27.4% 243.3 $3,772 176 $3,948 51.0 36.2 156.1 $2,420 17.7x 15.6 $16.31 0.06 0.25 $26,143 21,810 4.8x 21.2x 10.8 $16.00 28.5% (3.4%) (53.6%) 29.1% 27.7% 30.1% 30.6% 34.2% 31.6% 242.6 $3,881 176 $4,057 51.0 35.9 155.7 $2,491 $71 18.2x 16.0 $16.76 0.06 0.26 $26,867 22,414 4.9x 21.8x 11.2 Illustrative Maine purchase price $16.50 $17.00 32.5% (0.4%) (52.1%) 33.2% 31.7% 34.2% 34.7% 38.4% 35.7% 241.7 $3,988 176 $4,164 51.0 35.6 155.1 $2,559 $68 18.6x 16.4 $17.20 0.07 0.27 $27,576 23,005 5.0x 22.5x 11.5 36.5% 2.6% (50.7%) 37.2% 35.7% 38.3% 38.8% 42.6% 39.8% 244.9 $4,163 108 $4,271 51.0 35.4 158.5 $2,695 $136 19.1x 16.9 $17.65 0.07 0.27 $28,287 23,599 5.2x 23.2x 11.9 $17.50 40.6% 5.6% (49.2%) 41.2% 39.7% 42.3% 42.9% 46.8% 43.9% 244.0 $4,270 108 $4,378 51.0 35.1 157.9 $2,763 $68 19.6x 17.3 $18.09 0.07 0.28 $28,992 24,187 5.3x 23.9x 12.2 $18.00 44.6% 8.6% (47.8%) 45.3% 43.7% 46.4% 47.0% 51.0% 48.0% 243.1 $4,375 108 $4,483 51.0 34.9 157.2 $2,830 $67 20.1x 17.7 $18.52 0.07 0.29 Source: Florida management 5-year plan, Maine Financial Projections. Assumes 161.9 million basic shares outstanding for Maine per Maine management, 14.3 million options outstanding at a weighted average exercise price of $14.20 per share and 0.1 million RSUS. Assumes 949.3 million basic shares outstanding for Florida, 13.6 million options exercisable at weighted average price of $33.10 and RSUS of 1.3 million. Maine corporate adjustments as of 9/30/12 based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100 for Q3 2012. Florida corporate adjustments as of 9/30/12 based on $3.7 billion of cash, $3.5 billion of debt and $3.6 billion of noncontrolling interest per Florida 100. Assumes unrisked 3P reserves of 335 Bofe and unrisked resource potential of 63,500 Bofe, per Maine management. Assumes unrisked 3P reserves of 335 Bcfe and unrisked resource potential of 15,200 Bofe, per RPS estimates. $29,689 24,769 5.4x 24.6x 12.6 Confidential 7#92. Preliminary royalty trust sensitivity analysis CREDIT SUISSE Confidential 8#10Preliminary illustrative Maine royalty sensitivity analysis Summary Royalty payment based on revenue from ultra-deep prospects for 2012 and sensitivity for royalty trust duration Preliminary analysis based on forward curve pricing as of 11/23/12, 4% royalty and 12% discount rate for illustrative purposes (3) 20 Implied Maine resource case CREDIT SUISSE Risked 3P & resources (100/100/100/Maine) $0.81 1.37 Maine management resource estimate 1.50 Case 1 Risked 3P & resources (100/70/50/10) $1.18 Royalty 10 $0.87 trust 15 1.48 duration 1.62 (years) 25 1.50 2.22 6.67 0.54 1.62 Based on ultra-deep resource potential and resource risking values implied by a $1.50 per share value for a 4% override royalty interest on ultra-deep resource production and 20 year duration; implied 4.3 Tofe of net risked resource potential in ultra-deep assuming 12% discount rate for illustrative purposes. Based on net unrisked resource estimate of 83.7 Tofe per Maine management, including Davy Jones. Based on net unrisked resource estimate of 15.4 Tcfe per RPS guidance, including Davy Jones. 2.03 (2) 2.22 Case 2 Risked 3P & resources (100/70/50/30) $3.53 6.09 RPS resource estimate (3) 6.67 Case 3 Risked 3P & resources (100/70/50/10) $0.29 0.49 Case 4 Risked 3P & 0.54 resources (100/70/50/30) Confidential 9#11Preliminary illustrative Maine royalty sensitivity analysis Royalty payment based on revenue from ultra-deep prospects for 2012 and sensitivity for royalty trust duration ■ Preliminary analysis based on 4% royalty and 12% discount rate for illustrative purposes; forward curve pricing as of 11/23/12 Implied Maine case Royalty trust duration (years) Royalty trust duration (years) WTI oil Nat. Gas Royalty trust duration (years) 10 15 20 25 Maine management resource estimate and illustrative 10% risking WTI oil Nat. Gas 10 15 20 25 CREDIT SUISSE Forward curve pricing 10 15 20 25 $0.81 1.37 1.50 1.50 Forward curve pricing WTI oil Forward curve Nat. Gas pricing Maine management resource estimate and illustrative 30% risking (1) $1.18 2.03 2.22 2.22 (2) $100.00 4.00 $0.66 1.08 1.17 1.17 $3.53 6.09 6.67 6.67 $100.00 4.00 $0.96 1.59 1.74 1.74 $100.00 4.00 $2.87 4.78 5.21 5.21 $110.00 5.00 $0.80 1.31 1.43 1.43 $110.00 5.00 $1.16 1.94 2.12 2.12 $110.00 5.00 $3.49 5.83 6.35 6.35 Commodity price $120.00 6.00 $0.94 1.55 1.69 1.69 $120.00 6.00 $1.37 2.29 2.50 2.50 $120.00 6.00 $4.11 6.87 7.49 7.49 $120.00 7.00 $1.06 1.76 1.92 1.92 $120.00 7.00 $1.56 2.61 2.85 2.85 $120.00 7.00 $4.67 7.83 8.55 8.55 $120.00 8.00 $1.19 1.98 2.16 2.16 $120.00 8.00 $1.74 2.93 3.20 3.20 $120.00 8.00 $5.23 8.79 9.60 9.60 Based on ultra-deep resource potential and resource risking values implied by a $1.50 per share value for a 4% override royalty interest on ultra-deep resource production and 20 year duration; implied 4.3 Tcfe of net risked resource potential in ultra-deep assuming 12% discount rate for illustrative purposes. Based on net unrisked resource estimate of 63.7 Tofe per Maine management, including Davy Jones. $120.00 9.00 $1.32 2.19 2.39 2.39 $120.00 9.00 $1.93 3.25 3.55 3.55 $120.00 9.00 $5.80 9.75 10.65 10.65 Confidential 10#12Preliminary illustrative Maine royalty sensitivity analysis (cont'd) Royalty payment based on revenue from ultra-deep prospects for 2012 and sensitivity for royalty trust duration Preliminary analysis based on 4% royalty and 12% discount rate for illustrative purposes; forward curve pricing as of 11/23/12 RPS resource estimate (1) and illustrative 10% risking Royalty trust duration (years) Royalty trust WTI oil Nat. Gas duration (years) 10 15 20 25 RPS resource estimate (1) and illustrative 30% risking WTI oil Nat. Gas CREDIT SUISSE Forward curve pricing 10 15 20 25 $0.29 0.49 0.54 0.54 Forward curve pricing $100.00 4.00 $0.87 1.48 1.62 1.62 $0.24 0.39 0.42 0.42 $100.00 4.00 $0.71 1.17 1.27 1.27 $110.00 5.00 $0.29 0.47 0.52 0.52 $110.00 5.00 $0.86 1.42 1.55 1.55 $120.00 6.00 $0.34 0.56 0.61 0.61 $120.00 6.00 $1.01 1.67 1.82 1.82 $120.00 7.00 $0.38 0.64 0.69 0.69 $120.00 7.00 Based on net unrisked resource estimate of 15.4 Tofe per RPS guidance, including Davy Jones. $1.15 1.91 2.08 2.08 $120.00 8.00 $0.43 0.71 0.78 0.78 $120.00 8.00 $1.29 2.14 2.33 2.33 $120.00 9.00 $0.47 0.79 0.86 0.86 $120.00 9.00 $1.42 2.37 2.59 2.59 Confidential 11#13Credit Suisse does not provide any tax advice. Any tax statement herein regarding any U.S. federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by Credit Suisse. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. Credit Suisse assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and Credit Suisse assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. These materials have been prepared by Credit Suisse ("CS") and its affiliates for use by CS. Accordingly, any information reflected or incorporated herein, or in related materials or in ensuing transactions, may be shared in good faith by CS and its affiliates with employees of CS, its affiliates and agents in any location. Credit Suisse has adopted policies and guidelines designed to preserve the independence of its research analysts. Credit Suisse's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. Credit Suisse's policies prohibit research analysts from being compensated for their involvement in investment banking transactions. CREDIT SUISSE Confidential 12#14CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 +1 212 325 2000 www.credit-suisse.com CREDIT SUISSE Confidential 13

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