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INDEXPreambles
    
    
    1Article I  Definitions
    
    
    3Article II  Creation, Name and Purpose of TrustSection 2.01 - Creation and Name of Trust
    
    
    13Section 2.02 - Purposes
    
    
    13Section 2.03 - Initial Conveyance
    
    
    14Section 2.04 - Additional Conveyance
    
    
    15Section 2.05 - Certificate of Trust
    
    
    21Section 2.06 - Acceptance by Trustee
    
    
    21Section 2.07 - Registration of Units
    
    
    21Article III  Creation of Units and CertificatesSection 3.01 - Creation of Units
    
    
    22Section 3.02 - Certificates as Evidence of Ownership of Units
    
    
    22Section 3.03 - Rights of Unit Holders
    
    
    23Section 3.04 - Character of Rights
    
    
    24Section 3.05 - Form, Execution and Dating of Certificates
    
    
    24Section 3.06 - Registration and Transfer of Units
    
    
    26Section 3.07 - Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    30Section 3.08 - Protection of Trustee
    
    
    31Section 3.09 - Transfer Agent and Registrar
    
    
    31Section 3.10 - Limitation of Personal Liability of Unit Holders
    
    
    31




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Article IV  Accounting and DistributionSection 4.01 - Fiscal Year and Accounting Method
    
    
    32Section 4.02 - Distributions
    
    
    32Section 4.03 - Income Tax Withholding & Reporting
    
    
    34Section 4.04 - Reports to Unit Holders
    
    
    34Section 4.05 - Information to be Supplied by the Company
    
    
    36Section 4.06 - Information to be Provided to the Company
    
    
    37Article V  Meetings of Unit HoldersSection 5.01 - Purpose of Meetings
    
    
    38Section 5.02 - Call and Notice of Meetings
    
    
    38Section 5.03 - Voting
    
    
    39Section 5.04 - Conduct of Meetings
    
    
    40Section 5.05 - Voting of Units Held by Company, SOC and Their Respective Affiliates
    
    
    41Article VI  Administration of Trust and Powers of TrusteeSection 6.01 - General Authority
    
    
    41Section 6.02 - Limited Power to Dispose of Royalty Interest and Other Trust Interests
    
    
    44Section 6.03 - No Power to Engage in Business or Make Investments
    
    
    48Section 6.04 - Payment of Liabilities of Trust
    
    
    48Section 6.05 - Timing of Trust Income and Expenses
    
    
    49Section 6.06 - Limited Power to Borrow
    
    
    50Section 6.07 - Cash Reserves and Cash Held Pending Distribution Date
    
    
    52




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Section 6.08 - Settlement of Claims
    
    
    55Section 6.09 - Income and Principal
    
    
    55Section 6.10 - Effect of Trustees Power on Trust Property
    
    
    56Section 6.11 - No Requirement of Diversification
    
    
    56Section 6.12 - Divestiture of Units
    
    
    56Section 6.13 - Prohibited Transactions
    
    
    61Article VII  Rights and Liabilities of TrusteeSection 7.01 - General Liability of Trustee
    
    
    61Section 7.02 - Indemnification of Trustee
    
    
    62Section 7.03 - Compensation
    
    
    66Section 7.04 - Other Services and Expenses
    
    
    66Section 7.05 - Reliance on Experts
    
    
    68Section 7.06 - No Security Required
    
    
    68Section 7.07 - Transactions in Multible Capacities
    
    
    69Article VIII  Office of TrusteeSection 8.01 - Removal of Trustee
    
    
    69Section 8.02 - Resignation of Trustee
    
    
    69Section 8.03 - Appointment of Successor Trustee
    
    
    70Section 8.04 - Rights of a Successor Trustee
    
    
    72Section 8.05 - Merger or Consolidation of Trustee
    
    
    73Section 8.06 - Co-Trustee
    
    
    73Article IX  Terms of Trust and Final DistributionSection 9.01 - Termination
    
    
    74Section 9.02 - Disposition of Assets Upon Termination
    
    
    76




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Section 9.03 - Distribution of Assets Upon Termination
    
    
    79Article X  Irrevocability and AmendabilitySection 10.01 - Irrevocability
    
    
    80Section 10.02 - Limited Amendability
    
    
    81Section 10.03 - Corrective Amendments
    
    
    83Section 10.04 - Tax Rulings & Opinions
    
    
    83Article XI  Failure to Pay Amounts Due Trustee
    
    
    84Article XII  MiscellaneousSection 12.01 - Inspection of Records
    
    
    84Section 12.02 - Filing of this Agreement
    
    
    85Section 12.03 - Disability of Unit Holder
    
    
    85Section 12.04 - Savings Clause
    
    
    86Section 12.05 - Notices
    
    
    86Section 12.06 - Notice and Reports to the Company, SOC or BP
    
    
    86Section 12.07 - Governing Law
    
    
    87Section 12.08 - Counterparts
    
    
    87Section 12.09 - Headings
    
    
    88Section 12.10 - Independent Conduct
    
    
    88Section 12.11
- Determination by the Trustee
    
    
    88Signatures




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BP PRUDHOE BAY ROYALTY TRUST AGREEMENT




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Number of Units =
    
    
    A
    
    
    x 21,400,00016.4246
    %




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(i)
    
    to furnish to the Trustee, from time to time and within five days of
its receipt of a written request from the Trustee, complete and
correct information in a form and




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manner reasonably acceptable to the Trustee as to whether such Person
is a benefit plan investor (within the meaning of Department of Labor
regulation section 2510.3-101(f)(2)) and, if such Person is a benefit
plan investor, information as to (a) the identity of the employee
benefit plan or plans established or maintained in connection with, or
owning an interest in, such benefit plan investor if such benefit plan
investor is not a collective investment fund maintained by a bank
within the meaning of Department of Labor Prohibited Transaction
Exemption 80-51 (a Fund) nor an insurance company pooled separate
account within the meaning of Department of Labor Prohibited
Transaction Exemption 78-19 (an Account), (b) the identity of the
employee benefit plan or plans owning an interest in excess of five
percent (with all such plans maintained by the same employer or
employee organization treated as a single plan for purposes of this
determination) of all of the assets in such benefit plan investor if
such benefit plan investor is a Fund or an Account, and (c) the
identity of the sponsor of the plan or plans described in subclauses
(a) or (b) above, and (d) information as to whether any Person
designated by the Trustee as a Person with whom the Trust proposes to
engage in a transaction is a party in interest (within the meaning




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of Section 3(14) of ERISA) or a disqualified person (within the
meaning of Section 4975(e)(2) of the Code), (collectively referred to
as a party in interest), as to such benefit plan investor (including
without limitation, each Plan owning a five percent interest in a Fund
or Account),(ii)
    
    that the Trustee shall be authorized to disclose any information
described in clause (i) above which is provided by such Person to the
Trustee and which may be necessary, in the sole opinion of the
Trustee, in order for the Trustee to perform its duties under this
Agreement,(iii)
    
    to comply in all respects with the recordkeeping and examination
requirements of Section III of (a) Department of Labor Prohibited
Transaction Exemption 80-51 if such Person is a benefit plan investor
which is a Fund, or (b) Department of Labor Prohibited Transaction
Exemption 78-19 if such Person is a benefit plan investor which is an
Account, and(iv)
    
    that such Person will not directly or indirectly transfer any of the
Units to be issued to such Person prior to the Restriction Date unless
the transferee of such Units delivers to the Trustee a written
instrument evidencing its agreement with respect to the matters
described in clauses (i), (ii) and (iii) above and this




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clause (iv) as if such transferee had received a direct issuance of
Units from the Trust in connection with the conveyance of such
Additional Royalty Interest.




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ATTEST:
    
    THE STANDARD OIL COMPANY/s/ J. M. Casarik

Secretary
    
    By:
    
    /s/ James H. RossATTEST:
    
    BP EXPLORATION (ALASKA) INC./s/ J. M. Casarik

Secretary
    
    By:
    
    /s/ E. WhiteheadATTEST:
    
    THE BANK OF NEW YORK, Trustee/s/ David A. Sampson
    
    By:
    
    /s/ W. N. Gitlin/s/ Eric A. Mazie

Witness
    
    
    
    /s/ F. James Hutchinson

F. James Hutchinson, Co-Trustee




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STATE OF OHIO
    ))     SSCOUNTY OF CUYAHOGA
    )
   /s/ JoAnn MotuzaNotary PublicMy commission expires:JoANN
MOTUZANotary
Public, State of OhioRecorded in Cuyahoga CountyMy
Comm. Expires 9-14-92




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STATE OF OHIO
    ))     SSCOUNTY OF CUYAHOGA
    )
   /s/ JoAnn MotuzaNotary PublicMy commission expires:JoANN
MOTUZANotary
Public, State of OhioRecorded in Cuyahoga CountyMy
Comm. Expires 9-14-92




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STATE OF NEW YORK
    )ss.:COUNTY OF NEW YORK
    )
   /s/ Virginia BarazottiNotary Public, in and forNew YorkMy Commission Expires:VIRGINIA
BARAZOTTINotary Public, State of New YorkNo. 41-4734647Qualified
in Queens CountyCertificate filed in New York CountyCommission
Expires Nov. 30, 1989




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STATE OF DELAWARE
    )           )SSCOUNTY OF NEW CASTLE
    )
   /s/ Lisa M. Harrison[SEAL]
    
    Notary PublicMy commission expires:MY COMMISSION EXPIRESAUGUST 8, 1990




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EXHIBIT A




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EXHIBIT B
  Number ___
    
    ___Units




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, as TrusteeByAuthorized Signatory




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Signature Guaranteed:
Bank or Broker located 
or having a correspondent 
located within New York City
    
    NOTICE  The signature to this
assignment must correspond with
the name as written upon the face
of the Certificate, in every
particular, without alteration or
enlargement, or any change
whatsoever.By: 
          Authorized Officer




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ATTEST:
    
    THE STANDARD OIL COMPANY/s/ J. M. Casarik
    
    By:
    
    /s/ James H. RossSecretaryATTEST:
    
    BP EXPLORATION (ALASKA) INC./s/ J. M. Casarik
    
    By:
    
    /s/ E. WhiteheadSecretaryATTEST:
    
    THE BANK OF NEW YORK, Trustee/s/ David A. Sampson
    
    By:
    
    /s/ W. N. Gitlin/s/ Eric A. Mazie
    
    
    
    /s/ F. James HutchinsonWitness
    
    
    
    F. James Hutchinson, Co-Trustee




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STATE OF OHIO
    
    ))     SSCOUNTY OF CUYAHOGA
    
    )
   /s/ JoAnn MotuzaNotary PublicMy commission expires:JoANN
MOTUZANotary
Public, State of OhioRecorded in Cuyahoga CountyMy
Comm. Expires 9-14-92




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STATE OF OHIO
    
    ))     SSCOUNTY OF CUYAHOGA
    
    )
   /s/ JoAnn MotuzaNotary PublicMy commission expires:JoANN
MOTUZANotary
Public, State of OhioRecorded in Cuyahoga CountyMy
Comm. Expires 9-14-92




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STATE OF NEW YORK
    )ss.:COUNTY OF NEW YORK
    )
   /s/ Virginia BarazottiNotary Public, in and forNew YorkMy Commission Expires:VIRGINIA
BARAZOTTINotary
Public, State of New YorkNo. 41-4734647Qualified
in Queens CountyCertificate filed in New York CountyCommission
Expires Nov. 30, 1989




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STATE OF DELAWARE
    )           )SSCOUNTY OF NEW CASTLE
    )
   /s/ Lisa M. Harrison[SEAL]
    
    Notary PublicMy commission expires:MY COMMISSION EXPIRESAUGUST 8, 1990