AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
  RECITALS:




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ARTICLE I  THE RESIGNING TRUSTEE
 Section 1.1.
 Section 1.2.
 (a)
    
    No covenant or condition contained in the Trust Agreement has been waived by
Resigning Trustee or, to the best of the knowledge of the responsible officers of
Resigning Trustees Corporate Trust and Agency Group, by Unit Holders owning the
percentage of outstanding Units required by the Trust Agreement to effect any such
waiver.(b)
    
    There is no action, suit or proceeding pending or, to the best of the knowledge
of the responsible officers assigned to Resigning Trustees Corporate Trust and Agency
Group, threatened against Resigning Trustee before any court or any governmental
authority arising out of any action or omission by Resigning Trustee as Trustee,
Registrar or Transfer Agent under the Trust Agreement.(c)
    
    Pursuant to Article III of the Trust Agreement, the Trust issued Certificates
evidencing ownership of 21,400,000 Units, which Units are outstanding as of the
Effective Date (as hereinafter defined).(d)
    
    Each person who signed the Certificates on behalf of the Trust was duly
elected, qualified and acting as an officer of Resigning Trustee and empowered to
execute the Certificates at the respective times of issuance and the signature of such
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person or persons appearing on such Certificates is each such persons genuine
signature.
 (e)
    
    This Agreement has been duly authorized, executed and delivered on behalf of
Resigning Trustee and constitutes its legal, valid and binding obligation.(f)
    
    To the best of the knowledge of the responsible officers of Resigning Trustees
Corporate Trust and Agency Group, Resigning Trustee is in compliance in all material
respects with the duties and obligations of the Trustee under the Trust Agreement.
 Section 1.3.
 Section 1.4.
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Section 1.5.
 ARTICLE II  THE COMPANY
 Section 2.1.
 Section 2.2.
 Section 2.3.
 (a)
    
    The Trust Agreement was validly and lawfully executed and delivered by the
Company, has not been amended or modified and is in full force and effect.
 (b)
    
    The Company has performed or fulfilled prior to the date hereof, and will
continue to perform and fulfill after the date hereof, each material covenant,
agreement, condition, obligation and responsibility on its part to be performed under
the Trust Agreement and the Overriding Royalty Conveyance.
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(c)
    
    No covenant or condition contained in the Trust Agreement has been waived by
the Company or, to the best of the Companys knowledge, by Unit Holders owning the
percentage of the outstanding Units required to effect any such waiver.(d)
    
    There is no action, suit or proceeding pending or, to the best of the Companys
knowledge, threatened against the Company before any court or any governmental
authority arising out of any action or omission by the Company under the Trust
Agreement.(e)
    
    This Agreement has been duly authorized, executed and delivered on behalf of
Company and constitutes its legal, valid and binding obligation.(f)
    
    All conditions precedent relating to the appointment of The Bank of New York
Mellon Trust Company, N.A., as Successor Trustee, Registrar and Transfer Agent under
the Trust Agreement have been complied with by the Company.
 ARTICLE III  THE SUCCESSOR TRUSTEE
 Section 3.1.
 (a)
    
    Successor Trustee is qualified and eligible under the provisions of Article Six
of the Trust Agreement to act as Trustee under the Trust Agreement. In making this
representation and warranty, Successor Trustee is relying upon the representations and
warranties of both Resigning Trustee and the Company regarding the Trust Agreement.
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(b)
    
    This Agreement has been duly authorized, executed and delivered on behalf of
Successor Trustee and constitutes its legal, valid and binding obligation.
 Section 3.2.
 Section 3.3.
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ARTICLE IV  MISCELLANEOUS
 Section 4.1.
 Section 4.2.
 Section 4.3.
 Section 4.4.
 Section 4.5.
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Company:
    
    BP EXPLORATION (ALASKA) INC.By:
    
    /s/ Claire FitzpatrickName:
    
    Claire FitzpatrickTitle:
    
    Attorney-in-FactResigning Trustee:
    
    THE BANK OF NEW YORK MELLONBy:
    
    /s/ Ming J. RyanName:
    
    Ming J. RyanTitle:
    
    Vice PresidentSuccessor Trustee:
    
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.By:
    
    /s/ Michael UlrichName:
    
    Michael UlrichTitle:
    
    Vice President
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EXHIBIT A
  
    Mail address:
    
    The Bank of New York Mellon Trust Company, N.A.919 Congress Avenue, Suite 500Austin, TX 78701Attention:Telephone:
    
    800-852-1422
 Dated:
    
    New York, NYDecember ___, 2010
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