EXHIBIT 99.5


                           EXECUTIVE COMMITTEE CHARTER
                                       OF
                        REMINGTON OIL AND GAS CORPORATION

PURPOSE AND RESPONSIBILITIES

The Executive Committee is a standing committee of the Board of Directors. Its
primary function is to decide matters on behalf of the Company on which action
by the entire Board of Directors is either difficult due to circumstances, or
unnecessary. The power of the Executive Committee to act on behalf of the entire
Board of Directors shall extend to all matters not precluded by law, the
Company's Certificate of Incorporation, By-Laws, or the Corporate Charter
Documents (as defined in the By-Laws).

ORGANIZATION AND FUNCTIONS

         -        Appointment and Term. The Executive Committee shall be
                  appointed annually by a majority vote of the Board of
                  Directors. The Board of Directors, by majority vote, may
                  remove any member of the Executive Committee. Except for the
                  prior resignation or removal, each member of the Executive
                  Committee shall serve on the Executive Committee until his or
                  her term of office as a director of the Company expires.

         -        Composition and Eligibility. The Executive Committee shall be
                  composed of three Directors. The Lead Non-Management Director
                  will automatically be a member of the Executive Committee. All
                  Directors are eligible for membership on the Executive
                  Committee.

         -        Qualifications. In addition to meeting the director
                  qualifications set forth in the Company's Corporate Governance
                  Guidelines, the members of the Executive Committee shall
                  demonstrate an understanding of Company operations and
                  projects and the appropriate risk of each operating decision.

         -        Majority of Members must be Non-Management. A majority of the
                  members of the Executive Committee must be non-management
                  directors. In addition, only one member of the Executive
                  Committee may come from management but one member of the
                  Executive Committee must be from management.

         -        Appointment of Chairperson. The Executive Committee shall
                  recommend a Chairperson from among its members to the Board of
                  Directors for approval. It is the responsibility of the
                  Chairperson to schedule all meetings of the committee and
                  provide the Executive Committee, other members of the board,
                  and the Company's Secretary with a written notice and written
                  agenda for all meetings.

         -        Meetings. The Executive Committee shall meet at least once per
                  year or more frequently as circumstances require. The
                  Executive Committee may ask members of management or others to
                  attend the meetings and provide pertinent information as
                  necessary.

         -        Reporting and Minutes. The Executive Committee shall report to
                  the entire Board of Directors and shall provide all notices
                  and minutes of meetings of the Executive Committee to the
                  Board of Directors. All notices, agendas, and



                  minutes of meetings shall be provided to the Company's
                  management in order for payment of any applicable meeting fees
                  and expenses to be made.

         -        Access to Management and Consultants. The Executive Committee
                  shall have unrestricted access to members of management and
                  all information relevant to its responsibilities. The
                  Executive Committee is authorized and empowered to retain such
                  independent advisors, including counsel that the Executive
                  Committee may deem necessary in order to carry out its
                  responsibilities. No engagement shall be a valid act of the
                  committee and no compensation for the services of such
                  advisors shall be paid by the Company unless, prior to such
                  engagement, the Company Secretary was advised of the decision
                  to engage the advisor, a preliminary budget for the engagement
                  of the advisor was submitted to the Company Secretary, the
                  identity of the advisor was made known to the Company
                  Secretary so that conflicts could be checked and independence
                  verified, and the Company Secretary was provided an
                  undertaking by the committee chairperson that any and all
                  letters, reports, and studies prepared by the advisor will be
                  made known and made available to the Company's Board of
                  Directors as a whole.

         -        Functions regarding reporting Committee Actions to Full Board.
                  The Executive Committee shall report committee actions to the
                  Board of Directors with such recommendations as the committee
                  may deem appropriate.

         -        Review of Charter. The Executive Committee shall review its
                  charter on an annual basis and recommend any changes to the
                  Board of Directors for approval.

         -        Annual Performance Review. The Executive Committee shall
                  prepare an annual evaluation of the Executive Committee in
                  accordance with the Company's By-Laws.

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