EXHIBIT 4.(b).2 **PLAN** forthe demerger of**Norsk Hydro ASA**business register no. 914 778 271as a part of the merger ofNorsk Hydro ASA’s petroleum activities with**Statoil ASA**business register no.: 923 609 016entered into by the boards of directors of Norsk Hydro ASA and Statoil ASA on 12 and 13 March 2007respectively for subsequent approval by the companies’ respective general meetings
 

 
CONTENTS:       1. MAIN ELEMENTS OF THE MERGER  3        2. ASSETS, RIGHTS AND OBLIGATIONS TO BE TRANSFERRED TO THE MERGED COMPANY  5        3. ADJUSTMENT OF THE DEMERGER BALANCE AFTER THE EFFECTIVE DATE ETC.  9        4. DEMERGER CONSIDERATION  11        5. CHANGES IN CAPITAL STRUCTURE BEFORE THE IMPLEMENTATION  12        6. CHANGES IN CAPITAL STRUCTURE AS A RESULT OF THE MERGER  12        7. FOUNDERS AND SUBSCRIPTION CERTIFICATES  13        8. FURTHER ON THE MERGED COMPANY  13        9. ACCOUNTING ISSUES  14        10. FISCAL ISSUES  15        11. CONDITIONS FOR THE COMPLETION OF THE MERGER  15        12. COMPLETION OF THE MERGER  15        13. PLANNING OF THE INTEGRATION  16        14. RESTRICTIONS ON THE CONDUCT OF BUSINESS DURING THE TERMS OF THE MERGER PLAN  16        15. MISCELLANEOUS  16 
 

 
This plan for the demerger of Norsk Hydro ASA with Statoil ASA as the assignee company (the “MergerPlan”) is entered into between the boards of directors of(1) **NORSK HYDRO ASA**, business register no. 914 778 271, Drammensveien 264, 0283 Oslo, (“Hydro”)and(2) **STATOIL ASA**, business register no. 923 609 016, Forusbeen 50, 4035 Stavanger, (“Statoil”)(hereinafter jointly referred to as the “Parties” and individually as a “Party”),regarding the merger of Hydro’s Petroleum Activities (as defined in clause 2.1. below) with Statoil(the “Merger”).1. **MAIN ELEMENTS OF THE MERGER** 1.1 **Background**On 18 December 2006, Hydro and Statoil entered into an Integration Agreement regarding a merger ofHydro’s Petroleum Activities with Statoil into one group (the “Merged Company”), based onthe principle of a merger of equals.The Merged Company will be a competitive global participant in the petroleum industry, and theworld’s largest operator for offshore projects in water depths of more than 100 metres. The MergedCompany will have greater ability than each of the Parties separately to secure further growth inan environment with increasing competition for new resources and increasing technical complexity inavailable projects.The purpose of the Integration Agreement was to form the basis for the development of this MergerPlan, which shall be based on and supplement the provisions in the Integration Agreement. TheIntegration Agreement shall be terminated and shall be replaced by the Merger Plan at the time whenthe Merger Plan is approved by the boards of directors of Statoil and Hydro.1.2 **The main feature of the Merger and general principles for completion**The activities in Hydro and its subsidiaries (the “Hydro Group”) currently include the two corebusiness areas Aluminium and Oil & Energy, together with Hydro Other Businesses and Hydro’s“captive” insurance company Industriforsikring AS (“Industriforsikring”). Hydro OtherBusinesses comprises the activities of Hydro Polymers, Hydro IS Partner (“HISP”), HydroProduction Partner, Industry- and Business Parks and Shared Services.The Parties agree on a merger of Hydro’s Petroleum Activities with Statoil into one group, based onthe principle of a merger between equals. Hydro’s Petroleum Activities are mainly organised underthe business area Oil & Energy, however certain related activities which shall be included in theMerger, are organised in other business areas.The Merger presupposes a demerger of the parent company Hydro. As a part of the Merger, a transferof the ownership interests in a number of companies to be included in the Merged Company’scorporate structure will also take place, as well as a transfer of the ownership interests incertain other partly owned companies (“the Petroleum Companies” or “PetroleumCompanies”). An overview of the Petroleum Companies is included in Annex 1.The remaining part of the parent company Hydro and the ownership interests in the companies notincluded in the Merger (jointly “the Hydro Companies” or “Hydro Companies”), willbe part of the Hydro Group’s remaining activities (“Hydro’s Remaining Activities”).
 

 
1.3 **Technical implementation**The Merger will be implemented by way of a demerger of Hydro’s Petroleum Activities with Statoil asthe assignee company pursuant to the rules set out in the act dated 13 June 1997 no. 45 regardingpublic limited companies (the “Public Limited Companies Act”) chapter 14, whereupon Hydro’sshareholders will receive consideration in the form of shares in the Merged Company. In thisrespect, this Merger Plan constitutes a demerger plan pursuant to the Public Limited Companies Actsection 14-4.Hydro’s Petroleum Activities are mainly operated through subsidiaries. The most important of thesesubsidiaries, Norsk Hydro Produksjon AS, also conducts other activities of importance , while therest of the subsidiaries included in Hydro’s Petroleum Activities do not conduct other activitiesof importance.As a part of the Merger, the following Related Transactions (“Related Transactions”) shall becarried out prior to the time when the Merger is implemented by registration in the Register ofBusiness Enterprises (“Implementation”):(i) A demerger of Norsk Hydro Produksjon AS whereby assets, rights and obligations related to thePetroleum Activities are transferred to a newly established limited company wholly owned by Hydro(Norsk Hydro Petroleum AS).(ii) Intra-group transfers of assets (including shares), rights and obligations to the extentnecessary in order for Hydro’s Petroleum Activities and Hydro’s Remaining Activities respectivelyto be organised in companies which (a) only have assets, rights and obligations belonging either tothe Petroleum Activities or Hydro’s Remaining Activities, and (b) are included in uninterruptedchains of ownership consisting solely of companies included either in Hydro’s Petroleum Activitiesor Hydro’s Remaining Activities.In cases where it is not possible to carry out one or more Related Transactions prior to theImplementation, Statoil`s consent in writing is required for the completion of the Merger.. Suchconsent may not be unreasonably withheld. Statoil must also give written consent in case ofsignificant changes in the informed transaction models and principles for the completion of RelatedTransactions.Upon the completion of the Merger, all assets, rights and obligations included in Hydro’s PetroleumActivities will be transferred to Statoil. This transfer takes place through a reduction of theshare capital of Hydro by NOK 3,197,265,703.30 from NOK 4,567,522,433.30 to NOK 1,370,256,730 byreducing the par value of each share from NOK 3.66 to NOK 1.098, and by simultaneously increasingthe share capital of Statoil by NOK 2,606,655,590 to NOK 7,971,617,757.50 by issuing 1,042,662,236new shares, each with a par value of NOK 2.50, as consideration to Hydro’s shareholders, resultingin that such shareholders receive 0.8622 shares in the Merged Company for each share owned inHydro. Consideration in the form of shares shall not be issued for Hydro’s treasury shares.The relation between Hydro’s nominal and paid-in share capital before and after the demergercorresponds to, in accordance with the provisions of the Norwegian Taxation Act regarding taxexempted demergers, the relation between the remaining net values in Hydro after the demerger andthe net values to be transferred to the Merged Company in connection with the Merger (the“Proportion of Division”).1.4 **Financial effective date**The financial effective date of the Merger shall be 1 January 2007 (the “Effective Date”).This principle implies that all assets, rights and obligations related to Hydro’s PetroleumActivities which existed at the Effective Date, or which materialise later and have not ceased toexist at the Implementation, shall be allocated to the Petroleum Activities with effect for theMerger.
 

 
As a consequence, Hydro shall, as from 1 January 2007, continuously identify all rights andobligations which materialise or cease to exist for Hydro, and which are related to Hydro’sPetroleum Activities. In this respect, as well as in the Merger Plan in general, rights andobligations imply rights and obligations towards other legal entities, as well as rights andobligations between the remaining part of Hydro or Norsk Hydro Produksjon ASon the one hand, and the part of Hydro or Norsk Hydro Produksjon AS that shall be transferred tothe Merged Company on the other hand, based on intra-group transactions as if they were separatecompanies from the Effective Date.1.5 **Time schedule**The Merger Plan shall be submitted for approval to the general meetings of Statoil and Hydro assoon as possible, and no later than four months from the date hereof.The completion of the Merger by registration in the Register of Business Enterprises shall takeplace on the first business day of the subsequent month after the expiry of the period forcreditor’s objections and all other necessary conditions for the Implementation in accordance withthe Merger Plan have been fulfilled.2. **ASSETS, RIGHTS AND OBLIGATIONS TO BE TRANSFERRED TO THE MERGED COMPANY** 2.1 **Main principle**The merger involves a merger of Hydro’s Petroleum Activities with Statoil into one group.Hydro’s Petroleum Activities (“Hydro’s Petroleum Activities” or the “PetroleumActivities”) comprise all assets, rights and obligations which completely or primarily relateto the Hydro Group’s activities in the areas of exploration, production, transport, processing,marketing and sale of, as well as research and development related to, oil and gas, including allshares and assets which Hydro owns in companies with such activities. Further, Hydro’s activitieswithin wind power and Hydro’s interests in Naturkraft AS and HISP together with Hydro’s ownershipinterests in Norsk Hydro Canada Inc. shall be included. On the other hand, the Hydro Group’sactivities within hydroelectric power and associated trading activities, solar energy, CO2 quotasand Industriforsikring are not included.If the transfer of assets, rights and obligations triggers a pre-emptive right or similar rightsfor third parties, any consideration which Hydro thereby may receive shall be included in thePetroleum Activities.Except as otherwise stated in the Merger Plan, the Merger involves a transfer of all assets, rightsand obligations included in the Petroleum Activities regardless of their nature, including assets,rights and obligations related to licenses, approvals, employment, claims, operating related debt,bond loans, intellectual property rights, disputes, sureties, guarantees, taxation, environmentalmatters, derivative contracts and other agreements, regardless of whether they are known orunknown, conditional or unconditional.All cash and bank deposits which are not part of the Petroleum Companies, and syndicated creditfacilities, shall be allocated to Hydro’s Remaining Activities. On the other hand, all bond loansshall be allocated to the Petroleum Activities.Up to the Implementation, Hydro shall provide Statoil with such continuous information as isnecessary to enable Statoil to verify whether the distribution of assets, rights and obligationsand Related Transactions are implemented in accordance with the provisions of the Merger Plan andas the Parties otherwise have agreed.2.2 **Further specification of the assets, rights and obligations to be transferred** 2.2.1 IntroductionAn overview of the most important assets, rights and obligations which will be transferred fromHydro to the Merged Company in connection with the Merger is included below.
 

 
2.2.2 Shares and interests in companiesThe Merger involves a transfer to the Merged Company of the following shares and interests incompanies owned directly by Hydro:         **Country** **Name**  **Ownership** Norway Norsk Hydro Petroleum AS  100              Hydro IS Partner AS  100              Hydro Hydrogen Technologies AS  100              AS Petronord  20           Russia Norsk Hydro Russland AS  100 2.2.3 Bond loansThe Merger involves a transfer of the following bond loans from Hydro to the Merged Company: (i) All bond loans outstanding under “Indenture” of 15 April 1992 with Norsk Hydroa.s. (now Norsk Hydro ASA) as issuer (“Issuer”) and The Chase Manhattan Bank N.A. astrustee (“Trustee”) (now The Bank of New York), including subsequent supplements andamendments, with a total principal sum as of the Effective Date of NOK 16,319,498,691based on an exchange rate of NOK/USD 6.2726.  (ii) All bond loans outstanding under “Trust Deed” of 22 January 1999 with NorskHydro ASA as issuer (“Issuer”) and The Chase Manhattan Bank N.A. as trustee (“Trustee”)(now The Bank of New York) with subsequent supplements and amendments, with a totalprincipal sum as of the Effective Date of NOK 2,491,394,874 based on an exchange rateof NOK/GBP 12.3087 and NOK/EUR 8.2628.2.2.4 Guarantee liabilityThe Merger involves a transfer of a guarantee portfolio related to the Petroleum Activitiesconsisting of parent company guarantees and rights and obligations related to bank guaranteesgranted to the benefit of the Petroleum Activities. At the Effective Date, this guarantee portfolioincludes a guarantee liability of approximately NOK 20 billion. Within the limits of ordinarycourse of business, the guarantee portfolio will be subject to changes in the period from theEffective Date and up until Implementation both with regard to guarantee liability and premiumliability.2.3 **Further on employment issues**The majority of the employees in the Norwegian part of Hydro’s Petroleum Activities are employed byHydro. All employees in Hydro who on the Effective Date have their primary relationship to thePetroleum Activities shall, as a part of the Merger, be transferred to the Merged Company. Theemployment of the affected employees will be transferred in accordance with the rules andregulations of the Working Environment Act and other relevant labour legislation.The employees within the unit “Projects” are included in the Petroleum Activities except for theapproximately 100 employees working within the unit “Light Metals & Energy” which are part ofHydro’s Remaining Activities, and thus shall not be transferred to the Merged Company.The employees of “Hydro Shared Services” who have their primary relationship to the PetroleumActivities, i.e. approximately 100 employees, shall be transferred to the Merged Company.
 

 
Some of the employees in corporate functions in Hydro have work tasks partly related to Hydro’sPetroleum Activities and partly related to Hydro’s Remaining Activities. Among these, approximately120 employees in the Corporate Centre in Norway, including approximately 50 from “FacilityManagement”, but not including the employees in Industriforsikring, shall be transferred to theMerged Company as a part of the Merger based on their functions and qualifications, and also takinginto account the need for labour in the respective businesses. The same applies to the employees incorporate functions abroad, where a total of approximately 15 employees shall to be transferred tothe Merged Company. The specific allocation of the employees shall take place after consultationwith the involved employees and in accordance with relevant legislation.The Parties shall, to the extent possible, also ensure that employments at a subsidiary level aretransferred to the Merged Company insofar that employees in Hydro Companies up to the EffectiveDate have had their primary relationship to the Petroleum Activities. Correspondingly, employees inPetroleum Companies who up to the Effect Date have had their primary relationship to Hydro’sRemaining Activities shall, to the extent possible, be transferred to Hydro.The principle of merger of equals shall be reflected in connection with the assignments ofpositions and duties in the Merged Company. To the extent seniority is emphasised in relation tosuch assignments or any other situation, seniority in the Hydro Group and the Statoil group,respectively, shall count equally in the Merged Company.Moreover, the Parties will emphasise providing information to and to consult with the employees andtheir representatives in connection with the completion of the Merger.2.4 **Further on pension issues**From the Effective Date, the Merged Company assumes responsibility for all pension issues,including both the company pension scheme of Norsk Hydro’s Pension Fund and Hydro’s variousunfunded pensions schemes, related to the active employees being transferred to the Merged Companyand related to all pensioners and previous employees who at the time when they ceased to be activeemployees in the Hydro Group had their primary relationship to the Petroleum Activities.From the Effective Date, the Merged Company assumes responsibility for 36% of Hydro’s unfundedpension liabilities towards pensioners and former employees who at the time when they ceased to beactive employees in the Hydro Group having work tasks related to both the Petroleum Activities andHydro’s Remaining Activities.Furthermore, the Merged Company shall from the Effective Date assume responsibility for a shareequal to the Proportion of Division of Hydro’s unfunded pension liabilities towards pensioners andformer employees who at the time when they ceased to be active employees in the Hydro Groupperformed work related to previous activities which are no longer part of the Hydro Group, cf.clause 2.8.Hydro shall transfer to the Merged Company all claims which Hydro has against license partnersrelated to pension rights earned in the upstream operation of the Hydro Group in Norway prior to 1January 2001. Simultaneously, the Merged Company shall assume responsibility for Hydro’sobligations to pay premium to Norsk Hydro’s Pension Fund (whether the premium payment is due to alegal obligation or due to Hydro’s general practice without reflecting a legal obligation) andresponsibility for pensions, which have not already been transferred in accordance with theprovisions above, to the extent that premium and pension payments are included in the claims to betransferred according to the previous sentence.Hydro’s company pension scheme shall be divided in accordance with the regulations in the act dated24 March 2000 no. 16 regarding company pension scheme section 14-2 (2), cf. (1) first sentence, cf.section 14 1. Funds shall to the extent possible be transferred in the form of assets from NorskHydro’s Pension Fund to the pension scheme which assumes the pension obligations. The compositionof the assets which are transferred shall to the extent possible reflect the current composition ofassets in Norsk Hydro’s Pension Fund. The Parties shall jointly establish a procedure fordetermining the specific allocation of the assets in the pension fund which protects theirrespective interests in a balanced manner.
 

 
2.5 **Further on IT/IS**As a part of the Merger, HISP will be transferred to the Merged Company. The rights and obligationsof HISP, including those related to employees and pensions together with existing contractualrelations, will as a main rule remain unchanged after the transfer. HISP shall continue as Hydro’sIT/IS supplier after the Merger based on the existing (with any adjustments that may be made)framework, delivery and project agreements between HISP and Hydro’s Remaining Activities. Theseagreements, together with the provisions below, regulate in more detail the delivery obligations,the right to termination and the possibility to re-allocate resources to Hydro after the transfer.Any adjustments as stated above require Statoil’s prior written consent. Such consent cannot beunreasonably withheld, and Statoil shall without undue delay make a decision as to whether suchconsent shall be given.The Parties shall establish a working group for IT/IS activities consisting of representatives fromHydro and Statoil. The working group shall consider how the IT/IS activities in the Merged Companyand Hydro’ Remaining Activities shall be planned and executed in an appropriate manner after theMerger, and shall also take due consideration to the IT/IS requirements of Hydro’s RemainingActivities. After the Merger, the working group shall consist of representatives from the MergedCompany and Hydro’s Remaining Activities.Hydro has the right to acquire hardware, applications, software and other specified assets to beidentified by the Parties in connection with the integration process, which currently are owned byHISP but which are essential to Hydro’s Remaining Activities, at book value Such systems and assetswill mainly be related to financial activities and systems for production of hydroelectric powerand associated trading which are related to Hydro’s Remaining Activities. In connection with suchtransfer of assets and systems, it may also be desirable to transfer employees from HISP to Hydro’sRemaining Activities in accordance with the relevant labour legislation. Hydro’s right to acquireassets according to this paragraph is contingent upon such transfer not having a substantialadverse effect on HISP’s ability to deliver IT/IS services to the Petroleum Activities.In connection with the integration process the Parties shall further identify which of the externalagreements HISP has entered into that the Parties shall seek to transfer to Hydro.Hydro undertakes, for a period of two years from the Implementation, not to recruit employees inHISP without the prior written consent of the Merged Company, except that Hydro shall be entitledto employ individuals employed in HISP insofar such employees apply for positions in Hydro on theirown initiative and based on public advertisement of the positions.2.6 **Further on Herøya Research Centre**All assets, rights and obligations, including those associated with employee- and pension issues,related to the Oil & Energy Research Centre together with other activities at Herøya ResearchCentre which completely or primarily relate to the Petroleum Activities shall, as part of theMerger, be transferred to the Merged Company.2.7 **Further on corporate costs**Costs related to Hydro’s corporate centre shall from the Effective Date to the Implementation bedistributed between Hydro’s Petroleum Activities and Hydro’s Remaining Activities in accordancewith Hydro’s allocation principles for 2006. The share of the costs which according to theallocation principles is not charged to specific business areas (i.e. shareholders costs) shall bedistributed in accordance with the Proportion of Division.2.8 **Further on assets, rights and obligations related to former activities**Any rights, assets and obligations related to former activities which are no longer part of theHydro Group (including environmental- and pension obligations related to the former agri andmagnesium activities), shall be distributed between the Petroleum Activities and Hydro’s RemainingActivities in accordance with the Proportion of Division.
 

 
2.9 **Further on existing financial debt between Hydro and the Petroleum Companies**The main principle for the distribution of assets, rights and obligations included in clause 2.1implies that the Merged Company from the Effective Date undertakes all financial debt (includingoutstanding accounts with Corporate Finance, loan placements and derivative contracts) which existbetween Hydro and the Petroleum Companies. In this respect, both the creditor and the debtorpositions are deemed to belong to the Petroleum Activities, so that the transfer of the financialdebt will not affect the distribution of net values on a consolidated level.2.10 **Inter-company balance between Hydro’s Remaining Activities and Hydro’s Petroleum Activities**For the purpose of the Merger Plan, an inter-company balance shall be deemed to exist betweenHydro’s Remaining Activities and Hydro’s Petroleum Activities (the “Demerger Balance”).Depending on the underlying circumstances, this Demerger Balance may either imply a loan fromHydro’s Remaining Activities to Hydro’s Petroleum Activities or a claim which Hydro’s PetroleumActivities have against Hydro’s Remaining Activities.As of the Effective Date, the Demerger Balance shall represent a loan or claim of such size thatthe net interest-bearing debt in the Petroleum Activities, adjusted for the Demerger Balance, isNOK 1 billion. In this respect, net interest-bearing debt shall be calculated on a consolidatedbasis in accordance with USGAAP as follows:     Bank loans and other interest-bearing short term debt   + Long term debt including first year’s instalments   - Cash and bank deposits   - Short term investments   = Net Interest-Bearing Debt   +/- Demerger Balance   = NOK 1,000,000,000   3. **ADJUSTMENT OF THE DEMERGER BALANCE AFTER THE EFFECTIVE DATE ETC.**3.1 **Adjustment and settlement of the Demerger Balance**The Demerger Balance described in clause 2.10 shall be subject to continuous adjustment in order toreflect the cash flows in the Petroleum Activities, including cash flows in connection with RelatedTransactions, in the period between the Effective Date and the Implementation, as well as toreflect adjustments in connection with Related Transactions, taxation issues and other issuesaccording to the provisions of the Merger Plan. Any amounts in other currency than NOK shall beconverted to NOK based on the exchange rate on the day when the relevant adjustment of the DemergerBalance is made, unless otherwise stated in the provisions of the Merger Plan.The Demerger Balance shall bear interest according to a rate corresponding to one months’ NIBOR.The interest shall be calculated daily and capitalized in arrears on the last business day of eachcalendar month. One month’s NIBOR is defined as the rate quoted at Reuters around 1200 hours twobusiness days before the beginning of the following month.Hydro shall, no later than three business days before the Implementation, notify Statoil in writingof its best estimate of the amount, including accrued interest, which the Demerger Balance willconstitute at the Implementation. This amount shall be settled by cash payment at theImplementation.
 

 
Hydro shall, no later than two months after the Implementation, prepare an updated calculation ofthe amount, including accrued interest, which the Demerger Balance constituted at theImplementation.Statoil and Statoil’s advisors shall be given the right to verify the updated calculation, andHydro shall in this respect produce and grant access to all such information which Statoil andStatoil’s advisors reasonably request in order to carry out the verification.Statoil must submit any claims for adjustments of Hydro’s updated calculation of the DemergerBalance in writing to Hydro no later than three months after Statoil received the updatedcalculation from Hydro. Such claims for adjustments shall be substantiated. If no claims have beensubmitted within the said time limit, Hydro’s updated calculation is final and binding.Any disagreement which is not settled between the Parties within 14 days after a written claim foradjustments have been submitted shall be finally settled by an auditor jointly appointed by theParties. If the Parties do not agree on an auditor within fourteen days after one of the Partieshas requested such appointment, each of the Parties may require the auditor to be appointed by themanaging director, or in his absence, the senior director of the Norwegian Institute of PublicAccountants. If the disagreement concerns the interpretation of the Merger Plan, the dispute shallbe settled according to clause 15.19.When the calculation of the Demerger Balance has become final, any discrepancies from the finallydetermined Demerger Balance and the amount which according to the provision above was paid at theImplementation (including interest calculated in accordance with the provisions above from theImplementation to the time of payment), shall within three business days be settled by cashpayment.Any inter-company balances in accordance with the provisions of the Merger Plan which incur afterthe Implementation fall due for payment 15 business days after the Party who shall make a paymentto the other Party has been duly informed.3.2 **Provisions regarding distributions etc.**If a Hydro Company, during the period between the Effective Date and the Implementation, makes adistribution to a Petroleum Company (in the form of dividend, group contribution or otherwise,including provisions for distributions in the 2006 accounts), the Demerger Balance shall beadjusted through a subsequent claim for Hydro’s Remaining Activities against Hydro’s PetroleumActivities of a corresponding amount, converted to NOK based on the exchange rate of the day whenthe relevant distribution was made. The claim shall be reduced by an amount corresponding to thereduction in payable tax in the relevant Hydro Company which has been achieved as a result of thedistribution. Such reduction shall take effect from the time when the tax payment would have beenmade, however no later than at the Implementation. Corresponding principles shall be applied todistributions from Petroleum Companies to Hydro Companies.3.3 **Provisions regarding other intra-group transactions**In order to prevent other intra-group transactions which will be conducted before or at theImplementation from affecting the distribution of net values between the Parties on a consolidatedlevel, the Demerger Balance shall be adjusted in accordance with the provisions below.Related Transactions which are conducted in the form of sales shall take place on an “as is” basisagainst cash payment of a market-based consideration from the buying to the selling company.Simultaneously, a corresponding claim shall be established with the same amount between Hydro’sRemaining Activities and Hydro’s Petroleum Activities which and be included in the Demerger Balancestated in clause 3.1.To the extent Petroleum Companies, during the period between the Effective Date and theImplementation, have loans from other Hydro Companies than Hydro with other interest terms thanwhat applies to the Demerger Balance according to clause 3.1, the difference between the interestactually paid, and the interest which would have been paid if the principles in clause 3.1 had beenapplied, shall be calculated in arrears each month. The sum of all such discrepancies (plusinterest calculated according to the principles stated in clause 3.1 from theexpiry of the month to which the discrepancy applies and up until Implementation) represents aclaim between Hydro’s Remaining Activities and Hydro’s Petroleum Activities which is included inthe Demerger Balance set out in clause 3.1
 

 
To the extent Petroleum Companies, in the period between the Effective Date and the Implementation,have loans from other Hydro Companies than Hydro with a fixed rate of interest, the loans shall,before the Implementation, be converted to loans with a floating rate of interest equal to the oneset out in clause 3.1. The difference between the present value of each such loan discounted withthe market rate for similar loans and the nominal value of the loan shall be calculated at the timeof the conversion and be settled between the relevant Petroleum Company and the relevant HydroCompany. The sum of all such differences (plus interest calculated in accordance the principlesstated in clause 3.1 from the conversion to the Implementation) represents a claim between Hydro’sRemaining Activities and Hydro’s Petroleum Activities which is included in the Demerger Balance setout in clause 3.1.Corresponding principles as stated in the two preceding paragraphs shall apply if Hydro Companies,in the period between the Effective Date and the Implementation, have loans from PetroleumCompanies with other interest terms than what applies to the Demerger Balance set out in clause3.1.3.4 **Provisions regarding fiscal issues**The main principle for distribution of assets, rights and obligations set out in clause 2.1 impliesthat the Merged Company assumes all historical and future rights and obligations related to thePetroleum Activities from the Effective Date. This also includes all historical and future rightsand obligations related to fiscal issues related to Hydro’s Petroleum Activities, and regardless ofwhether the matter is formally allocated to a Petroleum Company or a Hydro Company. Thus, anyrights related to payments made and any liabilities for possible changes in taxation from previousyears shall be allocated to the Merged Company if the basis for taxation is related to thePetroleum Activities. Correspondingly, rights and obligations related to fiscal issues related toHydro’s Remaining Activities shall be allocated to Hydro. This principle shall be completed andmodified by way of the adjustment mechanisms described below.If discrepancies from the tax return of a Petroleum Company for 2006 or changes in taxation of aPetroleum Company for previous years result in increased (or reduced) payment of tax for a HydroCompany, the Merged Company shall, after the tax payment has been made on demand, pay acorresponding amount to Hydro (or vice versa) converted to NOK based on the exchange rate on theday when the tax amount is paid. A corresponding principle shall apply if discrepancies from thetax return of a Hydro Company for 2006 or changes in taxation of a Hydro Company for previous yearsresult in increased or reduced payment of tax for a company related to the Petroleum Activities.In the event of discrepancies from the tax return for 2006 or changes in taxation for previousyears related to internal pricing, including allocation of corporate costs, between Hydro’sPetroleum Activities and Hydro’s Remaining Activities, Hydro shall, if the change results in anincrease in taxation of Hydro’s Petroleum Activities, compensate the Merged Company with an amountcorresponding to the reduction in taxation of Hydro’s Remaining Activities, however limited to theincrease in taxation of the Petroleum Activities, converted to NOK based on the exchange rate atthe Implementation or at such later date when a claim for reimbursement is made. Correspondingly,the Merged Company shall compensate Hydro according to the same principles if the change results inan increase in taxation in Hydro’s Remaining Activities.In the event of discrepancies from the tax return for 2006 or changes in the taxation for previousyears of Norsk Hydro Produksjon AS which result in a different distribution of financial itemsbetween Hydro’s Petroleum Activities and Hydro’s Remaining Activities, Hydro shall compensate theMerged Company for any reductions in the taxation of Hydro’s Remaining Activities as a consequenceof such changes, and the Merged Company shall compensate Hydro for any reductions in the taxationof Hydro’s Petroleum Activities as a consequence of such changes, however limited to thecorresponding increase of taxation of the other party, converted to NOK based on the exchange rateat the Implementation or at such later date when a claim for reimbursement is made.
 

 
In the tax jurisdictions in which it is possible, for the fiscal year 2007, to consolidate Hydro’sPetroleum Activities and Hydro’s Remaining Activities up until Implementation, such consolidationshall take place. Any transfers of values which in this respect take place between Hydro’sPetroleum Activities and Hydro’s Remaining Activities shall be assessed in accordance with clause3.2.If a Hydro Company becomes obliged to pay taxes or charges as a result of the Merger, including inconnection with the completion of Related Transactions or other underlying transactions as a partof the Merger, the Merged Company shall, at the Implementation or possibly later when the amount ispaid and a claim for refund is submitted to the Merged Company, pay a corresponding amountconverted to NOK based on the exchange rate at the Implementation or at such later date when aclaim for reimbursement is made.Any payment obligations under the provisions above shall be adjusted for any taxation effectsrelated to the actual payment of the above-mentioned adjustments.4. **DEMERGER CONSIDERATION**As compensation for the transfer of Hydro’s Petroleum Activities, the shareholders of Hydro shallreceive 0.8622 shares in the Merged Company for each share owned in Hydro. Consideration shareswill not be issued for treasury shares owned by Hydro.Fractions of shares will not be issued. Instead, such fractions will be gathered into whole shareswhich will be sold in the market. The net proceeds shall be distributed proportionately betweenthose entitled to fractions.The exchange ratio is based on the following financial conditions:(i) Hydro’s Petroleum Activities shall be allocated a net interest-bearing debt (as defined insection 2.10 above) of NOK 1 billion as per 1 January 2007. (ii) Statoil shall before the Implementation distribute an ordinary dividend of NOK 9.12 per share. (iii) Hydro shall before the Implementation distribute an ordinary dividend of NOK 5.0 per share.This dividend shall be charged to the Petroleum Activities. (iv) Neither Statoil nor Hydro shall, except as otherwise stated in (i) and (ii) above and clause5 below, distribute any dividend on its shares before the Implementation.5. **CHANGES IN CAPITAL STRUCTURE BEFORE THE IMPLEMENTATION**In the course of the period between the approval of the Merger Plan by the general meetings and theImplementation, it is assumed that Hydro and Statoil will redeem 16,871,506 and 14,291,848 shares,respectively, belonging to the Norwegian government and cancel such number of own shares that thegovernment’s ownership percentage remains unchanged. The redemption and cancellation of sharesshall be made in accordance with established practice and agreements regarding repurchase schemesfor shares entered into with the government.On this basis, a proposition will be made to the general meeting of Hydro to reduce the sharecapital before the Implementation by NOK 140,904,532 by way of cancellation of 21,627,000 ownshares and a redemption of 16,871,506 shares belonging to the government, as represented by theMinistry of Petroleum and Energy, resulting in a share capital immediately before theImplementation of NOK 4,567,522,433.30 divided on 1,247,956,949 shares, each with a par value ofNOK 3.66.Correspondingly, a proposition will be made to the general meeting of Statoil to reduce the sharecapital before the Implementation by NOK 50,397,120 by way of cancellation of 5,867,000 own sharesand redemption of 14,291,848 shares belonging to the government, as represented by the Ministry ofTrade and Industry, resulting in a share capital immediately before the Implementation of NOK5,364,962,167.50 divided on 2,145,984,867 shares, each with a par value of NOK 2.50.
 

 
Otherwise, none of the Parties shall, without the prior consent from the other Party, acquire orsell own shares or change its share capital prior to the Implementation, except for the Partiesacquisition and sale of treasury shares as part of the implementation of a share savings scheme forthe employees in accordance with established practice.6. **CHANGES IN CAPITAL STRUCTURE AS A RESULT OF THE MERGER**6.1 **Reduction of the share capital in Hydro as a result of the Merger**As a part of the approval of the Merger Plan, the general meeting of Hydro shall pass the followingresolution regarding the reduction of share capital:“The share capital of Norsk Hydro ASA shall be reduced by NOK 3,197,256,703.30 from NOK4,567,522,433.30 to NOK 1,370,256,730 by reduction of the par value of each share from NOK 3.66 toNOK 1.098. In executing the reduction, assets, rights and obligations shall be transferred to theMerged Company in connection with the demerger. That portion of the distributions which exceeds thecapital reduction shall for accounting purposes be charged to the premium paid-in capital by anamount of NOK 6,727,420,000 which corresponds to 70% of the premium paid-in capital as of 1 January2007, whereas any excess amounts are charged to other equity.With effect from the registration of completion of the demerger with the Register of BusinessEnterprises, article 4 of the articles of association is amended to the following wording:The share capital is NOK 1,370,256,730 divided on 1,247,956,949 shares with a par value of NOK1.098. The shares shall be registered in the Norwegian Central Securities Depository. The board ofdirectors may refuse transport and take other necessary measures in order to prevent the transferof shares from taking place in defiance of the limitations set forth in Norwegian legislation.”6.2 **Increase of the share capital of Statoil as a result of the Merger**As a part of the approval of the Merger Plan, the general meeting of Statoil shall pass thefollowing resolution regarding the increase of share capital:“The share capital shall be increased by NOK 2,606,655,590 from NOK 5,364,962,167.50 to NOK7,971,617,757.50 by issuing 1,042,662,236 shares, each with a par value of NOK 2.50, in connectionwith the demerger. The portion of the contribution which is not treated as share capital in theaccounts shall, in accordance with the continuity principle, be treated in the accounts so that thesum of the paid in equity capital in the two companies remains unchanged after the Merger.Subscription of the shares shall take place by way of approval of the Merger Plan by the generalmeeting of Hydro.Payment for the shares shall take place by the transfer of assets, rights and obligations fromHydro according to the Merger Plan when completion of the demerger is registered with the Registerof Business Enterprises.The shareholders of Statoil waive the pre-emptive right to subscribe for shares as the shares areissued to the shareholders of Hydro as demerger consideration. Shares will not be issued to Hydrofor treasury shares owned by the company. The new shares shall entitle the holders to distributionsfrom the time they are issued.The new shares shall be registered in Statoil’s register of shareholders as soon as possible afterthe completion of the demerger is registered with the Register of Business Enterprises, and shallthereafter entitle the holder to full shareholder rights in Statoil.”
 

 
6.3 **Further amendments to Statoil’s articles of association as a result of the Merger**As a part of the approval of the Merger, the general meeting of Statoil shall pass a resolutionregarding amendments to the company’s articles of association so that they from the Implementationwill be in accordance with what follows in Annex 6. Amendments compared to the currentarticles of association of Statoil follows from the mark-up included in Annex 7. Amendmentsbeyond what is necessary for the Merger are minor technical and linguistic amendments.7. **FOUNDERS AND SUBSCRIPTION CERTIFICATES**Hydro has issued founders and subscription certificates which in case of an increase of the sharecapital, provided that this is permitted under applicable Norwegian legislation, give the holders apreferential right to subscribe at the terms of subscription determined by the company. Thepreferential right does not apply if the share capital increase is conducted to allot shares tothird parties as consideration for contribution of assets to the company.The holders of the founders and subscription certificates will maintain their rights in Hydro afterthe Implementation. In relation to the Merged Company, the rights of the holders of the foundersand subscription certifications will be redeemed by the Merged Company paying a redemptionconsideration, upon the submission of a claim, based on the actual value of the certificates, cf.public limited companies act section 14-9. cf. section 13-19. Hydro shall be compensated by theMerged Company for any costs incurred by Hydro in this respect.8. **FURTHER ON THE MERGED COMPANY**8.1 **Name and logo**From the Implementation, the Merged Company shall have a new name and a new logo.The name of the Merged Company shall, from the Implementation, be StatoilHydro ASA. The board ofdirectors of the Merged Company shall develop a new name and a new logo which shall symbolise thecompany’s business strategy, values and vision, and which shall be different from the presentcompanies’ names. A proposal for a new name shall be presented at the first annual general meetingafter the Implementation.Change of name and logo shall not prevent the use of Statoil’s present name and logo in connectionwith the Merged Company’s activities within the business area “energy and retail” to the extentthis is considered appropriate.8.2 **Registered office and location**The registered office of the Merged Company shall be in Stavanger. Corporate functions shall belocated in both Oslo and Stavanger, and the CEO shall have offices in both locations.8.3 **The board of directors of the Merged Company**The board of directors of the Merged Company shall consist of ten members, of which three membersshall be elected among the employees. The chairman of the board of the Merged Company shall beEivind Reiten. The election committee of Hydro shall nominate two and the election committee ofStatoil shall nominate four of the other members of the board.The board of directors shall be elected for the period up until the annual general meeting of theMerged Company in the spring 2010.
 

 
8.4 **The management of the Merged Company**The CEO of the Merged Company shall be Helge Lund.The remaining senior management shall be composed as described in Annex 2.The composition of the remaining senior management of the Merged Company will be determined by thecurrent CEOs in accordance with the principle of merger of equals.The management structure and management systems of the Merged Company will principally be based onStatoil’s existing model.8.5 **Other corporate bodies**The Merged Company shall have a corporate assembly consisting of 18 members together with deputymembers. Six members with deputy members shall be elected by and among the employees. The electioncommittee of Hydro shall nominate five of the other members and two deputy members, while theelection committee of Statoil shall nominate seven of the other members and two deputy members.The Merged Company shall have an election committee consisting of four members. The electioncommittee of Hydro and Statoil shall each nominate two of the members of the election committee.The members of the corporate assembly and the election committee shall be elected for the period upuntil the annual general meeting of the Merged Company in the spring 2010.8.6 **Representatives of the employees in the board of directors and the corporate assembly**The Parties will arrange for the election of employee representatives for the Merged Company’scorporate assembly and board of directors as soon as possible after the Implementation, with theaim of having employee representatives in these corporate bodies with experience from Hydro andStatoil reflecting the principle of merger of equals.9. **ACCOUNTING ISSUES**The financial effective date of the Merger, with regard to the company accounts, shall be 1 January2007, i.e. transactions in Hydro’s Petroleum Activities will from the said date, for accountingpurposes, be regarded as having been conducted on the account of the Merged Company.The Merger is expected to be carried out with continuity for accounting purposes.The draft opening balance for the Merged Company is included as Annex 12.10. **FISCAL ISSUES**The Merger shall for tax purposes take effect from 1 January 2007.The Merger shall be carried out with continuity for taxation purposes in Norway.In accordance with the requirements of section 11-8 (1) of the Norwegian Taxation Act, the nominaland paid-in share capital is distributed in proportion to Hydro’s net values, i.e. 30% for Hydro’sRemaining Activities and 70% for the Petroleum Activities.Continuity for taxation purposes implies, inter alia, that taxation positions related to assets,rights and obligations which are transferred from Hydro to the Merged Company upon the Merger willbe transferred unaltered to the Merged Company, cf. inter alia sections 11-7 (1) and 11-8 (3) and(4) of the Taxation Act, and that the Merger will not have any immediate fiscal consequences forHydro’s shareholders in Norway, and, at the same time, the tax base in Hydro will remainunaltered, with an apportionment to shares in Hydro andshares in the Merged Company in the same ratio as the par value of the shares apportioned inconnection with the Merger, cf. section 11-7 (2) of the Taxation Act.
 

 
11. **CONDITIONS FOR THE COMPLETION OF THE MERGER**Each of the Parties’ obligation to execute the Merger is contingent upon:(i) Approval of the Merger Plan by the general meetings in Hydro and Statoil with the necessarymajority. (ii) No incidents, changes, occurrences or developments with regard to the other Party occurringprior to the approval of the Merger Plan by the respective general meetings which materiallyalter the basis for the Merger. (iii) Adequate documentation of settlement of the estimated Demerger Balance described in clause3.1 has been presented. (iv) The Parties obtaining all necessary approvals from public authorities to execute the Merger,and that these approvals do not contain conditions which will have a material adverse effectfor the Merged Company, unless the boards of directors of Hydro and Statoil find that theeffect of any failure to obtain approvals or any conditions imposed upon the Merged Company inconnection with such approvals will not have a material adverse effect for any of the Partiesconsidering the compensation that may have been agreed upon in this respect. (v) Possible third party approvals which may be necessary for the Implementation of the Mergerhaving been given, unless the boards of directors of Hydro and Statoil find that the effectfor the Merged Company will not have a material adverse effect for any of the Partiesconsidering the compensation which might be agreed upon in this respect. (vi) The deadline for objections from creditors pursuant to the Public Limited Companies Actsection 14-7, cf. section 13-15, cf. section 13-16 shall have expired for both Parties and theposition regarding any creditors who have raised objections shall have been settled, or theDistrict Court shall have decided that the Merger may nevertheless be executed and registeredwith the Register of Business Enterprises. (vii) All conditions for Statoil’s continued listing on the Oslo Stock Exchange and the New YorkStock Exchange respectively have been, or with a reasonable degree of certainty will be,fulfilled.Statoil’s obligation to execute the Merger is also contingent upon Statoil having received awritten confirmation from Hydro stating that all necessary Related Transactions, including thedemerger of Norsk Hydro Produksjon AS, have been executed in accordance with the Merger Plan and asthe Parties have otherwise agreed.12. **COMPLETION OF THE MERGER**The Merger shall become effective upon registration of the notification from Statoil that theMerger shall enter into force is registered with the Register of Business Enterprises.Such registration in the Register of Business Enterprises shall take place on the first businessday of the subsequent month after the conditions stated in clause 11 have been satisfied. TheMerger shall lapse if such registration has not taken place at the latest 12 months after theapproval of the Merger Plan by the general meetings of Statoil and Hydro respectively, unless theboards of directors of Hydro and Statoil agree upon an extension of the deadline.The Parties shall to the extent necessary exchange information and otherwise cooperate with the aimto as soon as possible fulfil the conditions for the completion of the Merger as soon as possible.
 

 
13. **PLANNING OF THE INTEGRATION**The Parties have, in accordance with the Integration Agreement, established a project for theintegration under the leadership of Hilde M. Aasheim in close cooperation with Anne ThereseHestenes, who, to the extent this will not be in conflict with competition laws, shall plan theintegration of the involved activities. The integration project shall be executed based on theprinciple of merger of equals and other principles laid down in the Merger Plan.14. **RESTRICTIONS ON THE CONDUCT OF BUSINESS DURING THE TERMS OF THE MERGER PLAN**None of the Parties – nor any company controlled by any of the Parties – shall, from the time ofentering into this Merger Plan, act in contradiction to the terms and conditions set forth herein.Neither Hydro’s Petroleum Activities nor Statoil shall, without the prior written consent from theother Party, decide or undertake major investments, disposals (including shares or interests incompanies) or changes to its business or capital structure, or perform other acts or omissionswhich are of material importance to the Merger or which fall outside the scope of ordinary courseof business. The above does not preclude acts or omissions contemplated by this Merger Plan orwhich are necessary to execute the Merger.Neither Statoil nor Hydro shall take any actions with the aim of an offer or proposal being putforward which will be detrimental to the completion of the Merger or will reduce the probabilityfor the Merger being approved by their respective general meetings. Each of the Parties shallimmediately inform the other Party of any inquiries they may receive regarding possible offers orproposals of such nature.15. **MISCELLANEOUS**15.1 **Costs in connection with the Merger**All external costs incurred or to be incurred by the Hydro group in connection with the planning,negotiation and completion of the Merger and the related division of the Hydro group, including inconnection with the completion of Related Transactions, shall be a part of the Petroleum Activitiesto be transferred in the Merger. This principle includes inter alia expenses related to advisors,expenses incurred in connection with the transfer of loans and other agreements, and anyobligations to pay taxes and charges. The principle is limited to costs related to circumstanceswhich Statoil has been informed of prior to the Implementation.15.2 **Settlement of balances between Hydro companies and Petroleum companies**All interest-bearing balances between Petroleum Companies and Hydro Companies shall be settled atthe Implementation. All other balances which exist at the Implementation and which are not of acontinuous commercial nature shall be settled within three months after the Implementation.15.3 **Any contracts which are formally allocated to another company than the operationalcontracting party**To the extent there are agreements in which other Hydro Companies than Hydro are parties, and whichare mainly related to the Petroleum Activities, such agreements shall, unless the Parties agreeotherwise, be transferred to the Merged Company or a company appointed by the Merged Company. Acorresponding principle shall apply if Petroleum Companies are parties in agreements which aremainly related to Hydro’s Remaining Activities. If such agreements have a positive or negativemarket value, a corresponding cash consideration shall be contributed between the assignor companyand the assignee company. Simultaneously, a corresponding claim with the same amount is establishedbetween Hydro’s Remaining Activities and Hydro’s Petroleum Activities which shall be included inthe Demerger Balance.
 

 
15.4 **Liability exemption in relation to third parties**The Merged Company shall take all reasonable measures to relieve Hydro Companies from theirresponsibility towards third parties, including lenders and other contracting parties, related tothe assets, rights and obligations included in the Petroleum Activities. Correspondingly, Hydroshall take all reasonable measures to relieve the Petroleum Activities from their responsibilitytowards third parties, including lenders and other contracting parties, related to the assets,rights and obligations that are comprised by Hydro’s Remaining Activities.15.5 **Assets, rights and obligations which cannot be transferred**To the extent that the transfer of assets, rights or obligations related to the PetroleumActivities to the Merged Company is not obtainable as a result of necessary public authorityapprovals or third party approvals not having been given, and this does not prevent the completionof the Merger according to clause 11 above, the Parties shall, to the extent possible, enter intoagreements between them which give the Merged Company similar rights and obligations towards HydroCompanies as if the asset, right or obligation had been transferred to the Merged Company. If it isnot possible to transfer the relevant assets, rights or obligations by way of such agreements,Hydro shall compensate the Merged Company according to the value which the relevant asset, right orobligation represents.The same applies if assets, rights and obligation related to Hydro’s Remaining Activities cannot betransferred from Petroleum Companies.15.6 **Regarding guarantee liabilities**As a part of the Merger, a transfer to the Merged Company of guarantee liabilities related toHydro’s Petroleum Activities will take place. Statoil shall actively contribute to, including byoffering to provide similar guarantees in relation to the relevant third parties, such guaranteesbeing transferred to the Merged Company at the Implementation or as soon as possible thereafter.Hydro shall also actively contribute to such transfer.To the extent that such guarantees have still not been transferred at the Implementation, theParties shall enter into agreements between them which give the Merged Company the same rights andobligations towards the relevant Hydro Company as these Hydro Companies have towards the relevantthird parties in relation to the guarantee. Such agreements shall terminate at the time when theHydro Companies are relieved from their guarantee liabilities.To the extent that Hydro Companies are still liable for guarantees related to the PetroleumActivities after the Implementation, the Merged Company shall award continuously compensatecompensation to the relevant Hydro Companies for any expenses, including bank charges, inconnection with the maintenance of the guarantees.Corresponding principles, including the activity requirements set out in the first paragraph, shallapply if Petroleum Companies, after the Implementation, are still liable for guarantees related toHydro’s Remaining Activities.15.7 **Interest on overdue payments**If any payments that in accordance with the provisions of the Merger Plan is due at theImplementation is made at a later date on account of the fact that more time is required toquantify the relevant amounts payable, or because the Parties cannot agree on the relevant amounts,then interest in accordance with the figures in clause 3.1 shall be payable from the Implementationand until payment is made. In cases where such payment is overdue although the size of the amountis finally determined through an agreement between the Parties or a legal decision, the interestrate shall be set 3 percentage points higher.
 

 
15.8 **Handling of claims or lawsuits regarding assets, rights or obligations related to the otherparty**In the event that a Hydro Company is already handling or is notified of a possible claim or lawsuitin which the actual interest, directly or indirectly according to the provisions of the MergerPlan, or in agreements regulating Related Transactions, lies with a Petroleum Company or the MergedCompany, the company handling or receiving the notice shall without undue delay notify the companywhich it believes has the actual interest of the matter. If the company receiving such noticedeclares in writing to be liable for the rights and obligations related to the possible claim orlawsuit, this company shall be entitled to be in charge of the further handling of the case inrelation to the party submitting the claim. The same applies if a Petroleum Company or the MergedCompany is already handling or is notified of a possible claim or lawsuit in which the actualinterest, directly or indirectly according to the provisions of the Merger Plan or in agreementsregulating Related Transactions, lies with a Hydro Company.In the event that a Hydro Company is already pursuing or accepts to submit a possible claim orlawsuit against third parties, in which the actual interest, directly or indirectly according tothe provisions of the Merger Plan or in agreements regulating Related Transactions, lies with aPetroleum Company or the Merged Company, the company having the actual interest shall be entitledto be in charge of the further consideration of the case, provided that such company declares inwriting to be liable for rights and obligations related to the possible claim or lawsuit. The sameapplies if a Petroleum Company or the Merged Company is already pursuing or accepts to submit apossible claim or lawsuit against third parties in which the actual interest, directly orindirectly according to the provisions of the Merger Plan or in agreements regulating RelatedTransactions, lies with a Hydro Company. A company may only refuse to accept such pursuit orsubmission of a possible claim or lawsuit if significant reasons so require.If both parties have an actual interest in the above-mentioned claims or lawsuits, the Partiesshall clarify the further handling of the case in greater detail.Under any circumstances, the handling of claims or lawsuits in all of the above-mentioned casesshall take place with due handling of the interests of the other company in relation to the claimor lawsuit.15.9 **Agreements between Hydro Companies and Petroleum Companies**A number of agreements has been, and will be, entered into between Hydro Companies and PetroleumCompanies which continue established business relations between Hydro’s Petroleum Activities andHydro’s Remaining Activities in a transitional period. Such agreements shall be based on commoncommercial terms. If such agreements fall outside the scope of the ordinary course of business orremain in force beyond 30 June 2008, entering into or changing such agreements is subject toStatoil’s prior written consent. Such consent cannot be unreasonably withheld, and Statoil shallwithout undue delay make a decision as to whether such consent shall be given.The above-mentioned provisions shall not be apply to agreements related to IT/IS activities, whichwill be regulated in greater detail by clause 2.5.15.10 **The parent companies’ liability for the obligations of subsidiaries**To the extent the Merger Plan or agreements regarding Related Transactions contain provisions whichaccording to their content must be complied with by the Parties’ respective subsidiaries, eachParty is liable for implementing the legal and actual measures necessary in order to ensure thattheir respective subsidiaries act in accordance with the provisions in question.Furthermore, each Party shall on a joint and several basis be liable for the obligations of itssubsidiaries under the Merger Plan or agreements regarding Related Transactions.15.11 **Use of the name Hydro etc.**The Parties shall enter into a separate agreement regarding the Merged Company’s use of the name,logo etc. of Hydro and its subsidiaries, including in relation with clause 8.1. Such agreementshall contain customary termsand conditions for use, including limitation of the duration of such use. The right to use thename, logo etc. is limited by any rights held by third parties.
 

 
15.12 **Archive material**Hydro and the Merged Company shall grant each other access to copy all accounting records and otherarchive material to the extent that the party not having such material in its possession reasonablyrequests such copying for the purpose of its accounting, legal obligations or conduct of business.15.13 **Industriforsikring**The shares in Industriforsikring shall remain in Hydro after the Merger. However, after the MergerIndustriforsikring shall demerge (a) all rights and obligations related to the insurance of thePetroleum Activities, including rights and obligations in connection with the membership in OIL,and (b) a proportionate share of Industriforsikring’s assets. The Merged Company or any of itssubsidiaries shall, after the demerger of Industriforsikring has been executed, acquire accordingto a special agreement the company which is demerged from Industriforsikring for a cash amountequal to this company’s value adjusted equity.15.14 **Norsk Hydro Canada Inc.**In connection with the transfers of the ownership interests in Norsk Hydro Canada Inc. (“NHCI”), itis established, at the Effective Date, an interest-bearing claim against Hydro’s RemainingActivities allocated to Hydro’s Petroleum Activities corresponding to USD 35 million for coverageof cost related to the close down of NHCI. This claim shall not be included in the calculation ofnet interest-bearing debt as described in clause 2.10, but shall be included in the settlementaccording to clause 3.1. Moreover, Hydro shall compensate the Merged Company for any costs incurredrelated to close down which exceed USD 35 million. The Merged Company, on the other hand, shallcompensate Hydro for 50% of the value of the final realized tax positions of NHCI.15.15 **Insurance**Hydro shall ensure that the Petroleum Activities keep the relevant insurances on correspondingterms up until Implementation.15.16 **Changes to the Merger Plan**The boards of directors of Hydro and Statoil may, on behalf of the general meetings, carry outminor changes to the Merger Plan, including changes to the time schedule as set out in clause 1.5,provided that the changes are not detrimental to the shareholders and do not have financial impactto the Merger.To the extent that the technical implementation of the Merger results in an unforeseen situationwith regard to obtaining approvals or endorsements from public authorities or third party consents,the boards of directors of Hydro and Statoil may adjust the technical implementation of the Mergeras described in the Merger Plan, provided that such adjustments are not detrimental to theshareholders and do not have financial impact to the Merger.15.17 **Confidentiality and information**All information which has been, and will be, received from the other Party in connection with theprocess related to the Merger, and which is not publicly known, shall be treated as confidentialand shall not be used for purposes other than the Merger. This does not prevent submission of suchinformation required by law or regulations. In such cases the Party which is obliged to give suchinformation shall, if possible, consult the other Party before such information is given.Information to the public and the relevant stock exchanges related to the Merger shall be givenjointly by the Parties.
 

 
15.18 **Termination of the Merger Plan**The Demerger Plan shall terminate if it is terminated due to the conditions for the Merger notbeing possible to fulfil or due to material breach. The provisions of the Merger Plan shall notlimit the Parties’ right to declare themselves not bound by the Merger Plan according to generalcontract law.The Parties shall cooperate on the information given about a possibly termination of the MergerPlan. When preparing and presenting information, the opinions and interests of both Parties shallbe taken into consideration.15.19 **Disputes**The Parties shall endeavour to settle disagreements in connection with the Merger Plan amicably.Disputes shall, if the Parties do not agree otherwise, be settled by arbitration in Oslo. Thearbitration proceedings and the award of the arbitration tribunal shall be subject to theprovisions of clause 15.17.* * * * * This Merger Plan is signed in two copies, of which Hydro and Statoil shall retain one copy each.Oslo, 12 and 13 March 2007   The board of directors of Norsk Hydro ASA The board of directors of Statoil ASA   Jan Audun Reinås Jannik Lindbæk/s/ Jan Audun Reinås /s/ Jannik Lindbæk   Elisabeth Grieg Karin Cecilie Kullmann Five/s/ Elisabeth Grieg /s/ Karin Cecilie Kullmann Five   Terje Friestad Finn Arild Hvistendahl/s/ Terje Friestad /s/ Finn Arild Hvistendahl   Håkan Mogren Knut Åm/s/ Håkan Mogren /s/ Knut Åm   Kurt Anker Nielsen Grace Montgomery Reksten Skaugen/s/ Kurt Anker Nielsen /s/ Grace Montgomery Reksten Skaugen   Geir Nilsen Ingrid Beichmann Wiik/s/ Geir Nilsen /s/ Ingrid Beichmann Wiik   Sten Roar Martinsen Marit Arnstad/s/ Sten Roar Martinsen /s/ Marit Arnstad   Grete Faremo Lill Heidi Bakkerud/s/ Grete Faremo /s/ Lill Heidi Bakkerud   Lena Marie Olving Öhberg Morten Svaan/s/ Lena Marie Olving Öhberg /s/ Morten Svaan     Claus Clausen  /s/ Claus Clausen   
 

 
ANNEXES:1. Overview of companies related to the Petroleum Activities 2. Overview of the group management of the Merged Company 3. The articles of association for Norsk Hydro ASA (as of today’s date) 4. Draft articles of association for Norsk Hydro ASA (at the Implementation) 5. The articles of association for Statoil ASA (as of today’s date) 6. Draft articles of association for the Merged Company (at the Implementation) 7. Changes in relation to the currently applicable articles of association for Statoil ASA anddraft articles of association for the Merged Company (at the Implementation) with mark-ups 8. The board of directors’ reports on the Merger 9. Expert statements on the Merger Plan 10. Norsk Hydro ASA’s annual accounts, annual report and auditor’s report for 2003, 2004 and2005, as well as the accounts for 2006, audited and approved by the board of directors,(interim balance) 11. Statoil ASA’s annual accounts, annual report and auditor’s report for 2003, 2004 and 2005, aswell as the accounts for 2006, audited and approved by the board of directors, (interimbalance sheet) 12. Draft opening balance for the Merged Company 13. Auditor’s statement regarding the draft opening balance of the Merged Company 14. Auditor’s statement stating that after the reduction of the share capital of Norsk Hydro ASA,there will be full coverage for the company’s undistributable equity.