DIRECTORS' SERVICE CONTRACTS

                                    D C Allen
                                  E J P Browne
                                    R F Chase
                                    B E Grote
                                   A B Hayward
                                   J A Manzoni
                                    R L Olver



<PAGE>
                               DATED JANUARY 2003





                                    BP p.l.c.


                                       and



                             David Christopher Allen




                            ------------------------

                                SERVICE AGREEMENT
                            ------------------------












                                  ALLEN & OVERY


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THIS AGREEMENT is made on    January 2003

BETWEEN:

(1)  BP p.l.c.  (registered  number 102498) whose  registered  office is at 1 St
     James's Square, London SW1Y 4PD (the "Company"); and

(2)  David Christopher Allen c/o BP p.l.c., 1 St James's Square, London SW1Y 4PD
     (the "Executive")

IT IS AGREED as follows:

1.   Employment

     The Company shall continue to employ the Executive and the Executive  shall
     assume the  position of a Senior  Executive of the Company on the terms set
     out in this agreement (the  "Employment").  The Employment in this position
     shall take effect from 1 February 2003.

2.   Salary

(1)  The   Company   shall   pay  to  the   Executive   a  salary  at  the  rate
     of(pound)400,000 per annum.

(2)  The  Executive's  salary  shall  be  reviewed  at  the  discretion  of  the
     Remuneration Committee.

(3)  The Executive's salary shall accrue from day to day and be payable by equal
     instalments in arrears on the last day of every month.

3.   Pensions

     The  Executive  is  entitled  to  continue to be a member of The BP Pension
     Scheme  (the  "Pension  Scheme")  subject to its terms.  The  Executive  is
     entitled  to  benefits  under the  Pension  Scheme in  accordance  with the
     separate  arrangements  made  between the  Company and the  trustees of the
     Pension Scheme for the benefit of the Executive and as notified to him from
     time to time by the Company.

4.   Termination of Employment

(1)  The Company or the Executive may terminate the  Employment by giving to the
     other party at least 12 months' notice in writing expiring at any time.

(2)  The Employment will automatically  terminate (if not already terminated) on
     the day before the Executive's 60th birthday.

(3)  The Company may at any time terminate the Employment with immediate  effect
     by giving  notice in writing  to the  Executive  on terms that the  Company
     shall pay to the  Executive,  in lieu of the  remainder  of the term of the
     Employment  or, as the case may be, notice under  subclause  (1) above,  an
     amount  equal to 12 months'  salary or the amount of salary that would have
     been paid to the  Executive if the  Employment  terminated on the expiry of
     the remainder of any notice given under subclause (1) above as the case may
     be  provided  that the  Executive's  entitlement  to the  payment  shall be
     conditional  on him agreeing to comply with his  obligations to the Company
     following the  termination of the Employment  (which  include,  but without
     limiting the  generality  of the foregoing  his  obligations  not to use or
     disclose the Company's or the Group's  confidential  information  under the
     General Terms and Conditions of Employment).

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(4)  The  Company  may  in  circumstances   where  the  Remuneration   Committee
     reasonably  deems it to be in the Company's  best  interests  elect that in
     place of a lump sum payment in lieu of notice  under  sub-clause  (3) above
     the Company will pay the  Executive in lieu of notice in a series of staged
     payments at the time or times that the  Executive  would have been paid had
     he been  employed  during the period of notice or  remainder of such period
     given under sub-clause (1) above.

(5)  Subclause (1) above does not limit the  Company's  rights to suspend any of
     the Executive's duties and powers under this agreement or the General Terms
     and Conditions of Employment. In addition or alternatively, the Company may
     during the whole or any part of any period of notice  require the Executive
     to perform duties  (including any modified  duties arising from an exercise
     by the Company of its rights  under the  General  Terms and  Conditions  of
     Employment)  at such  locations  as the  Company  may  reasonably  require.
     Throughout any such period of suspension the  Executive's  salary and other
     benefits to which he is entitled under this agreement  shall continue to be
     paid or provided by the Company.

5.   General

(1)  Each of the provisions in this agreement shall be enforceable independently
     of each of the others and its validity  shall not be affected if any of the
     others is invalid.  If any of the  provisions of this agreement is void but
     would be valid if some  part of the  clause  were  deleted,  the  clause in
     question shall apply with such  modification as may be necessary to make it
     valid.

(2)  The  General  Terms  and  Conditions  of  Employment  (a copy of which  are
     attached to this agreement) as amended by the  Remuneration  Committee from
     time to time shall form part of the  Executive's  terms and  conditions  of
     employment  and the  definitions  and  other  provisions  contained  in the
     interpretation  clause in the General  Terms and  Conditions  of Employment
     shall apply to this agreement.

(3)  The terms set out in the Schedule in accordance  with the  requirements  of
     the Employment Rights Act 1996 form part of this agreement.

(4)  As from the  effective  date of the  Employment  all  other  agreements  or
     arrangements  between the Executive  and any Group Company  relating to the
     employment of the Executive shall cease to have effect.

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(5)  This  agreement  shall be  governed by and  construed  in  accordance  with
     English law.

AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.


SIGNED by JOHN BROWNE                        )
on behalf of BP p.l.c.                       )
in the presence of:                          )





SIGNED by                                    )
DAVID C ALLEN                                )
in the presence of:                          )

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                                  THE SCHEDULE

The following  constitutes  the statement of the  particulars of the Executive's
employment  issued  pursuant to the Employment  Rights Act 1996. The particulars
are those which apply on the date of this agreement:

     Name of employer - the Company as defined on page 1 above.

     Name of employee - the Executive as defined on page 1 above.

     Date of commencement of employment - see clause 1.

     Date of commencement of continuous period of employment - 30 October 1978.

     Scale or rate of remuneration  or method of calculating  remuneration - see
     clause 2.

     Intervals at which remuneration is paid - monthly - see clause 2.

     Hours  of work - there  are no fixed  hours of work - see also the  General
     Terms and Conditions of Employment.

     Holidays  (including public holidays) and holiday pay - the Executive shall
     be entitled to 28 Working Days' holiday with pay in every calendar year. In
     addition see the General Terms and Conditions of Employment.

     Sickness or injury and sick pay - see the General  Terms and  Conditions of
     Employment.

     Pension - see clause 3. A contracting out certificate within the meaning of
     Part III of the Pension Schemes Act 1993 is in force.

     Notice - see clause 4.

     Job title - Senior Executive.

     Place of work - the duties of the Employment relate primarily to the United
     Kingdom.  The Executive shall be based at the Group's  Headquarters,  which
     for the time being are at the employer's address as stated on page 1 above.

     Collective  agreements  - the  Company  is not a  party  to any  collective
     agreement which affects the Executive's employment.

     Working  overseas  - the  Executive  is not  under any  obligation  to work
     overseas  for  periods  exceeding  one month and  accordingly  there are no
     particulars to be entered in this regard.

Discipline  and grievance  procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.

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                      ------------------------------------

                          GENERAL TERMS AND CONDITIONS
                                  OF EMPLOYMENT
                            ON EXECUTIVE APPOINTMENTS
                      ------------------------------------


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GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS

1.   Interpretation

(1)  In these terms and conditions:

     "Employment" means the employment of the Executive by the Company under the
     terms of a service agreement between the Executive and the Company;

     "Associated Company" means:

     (a)  a company  which is not a  Subsidiary  of the Company but whose issued
          equity share  capital (as defined in section 744 of the  Companies Act
          1985) is owned as to at least 20 per cent.  by the  Company  or one of
          its Subsidiaries; and

     (b)  a Subsidiary of a company within (a) above;

     "CEO" means the chief executive  officer of the Company and it includes his
     delegate or delegates where the chief  executive  officer has delegated his
     authority to manage the Executive or the business of the Group in which the
     Executive is performing his duties;

     "Group" means the Company and its subsidiaries and Associated Companies for
     the time being and "Group Company" means any one of them;

     "Recognised  Investment Exchange" has the same meaning as in section 207 of
     the Financial Services Act 1986;

     "Remuneration  Committee" means the remuneration  committee of the board of
     directors of the Company;

     "Subsidiary"  means a  subsidiary  within the meaning of section 736 of the
     Companies Act 1985; and

     "Working  Day" means a day other than a  Saturday,  Sunday or bank or other
     public  holiday in England  (or if the  Executive  works on a bank or other
     public holiday a day's holiday taken in lieu of that holiday).

(2)  References  in  these  terms  and  conditions  to a person  include  a body
     corporate and an unincorporated  association of persons and references to a
     company include any body corporate.

(3)  Any  reference  in these  terms and  conditions  to a  statutory  provision
     includes any  statutory  modification  or  re-enactment  of it for the time
     being in force.

(4)  Subclauses (1) to (3) above apply unless the contrary intention appears.

(5)  The   headings  in  these  terms  and   conditions   do  not  affect  their
     interpretation.

(6)  Where  appropriate,  references  to  the  Executive  include  his  personal
     representatives.

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2.   Duties

(1)  The  Executive  shall use his best  endeavours  to promote  and protect the
     interests of the Group and shall not do anything  which is harmful to those
     interests.

(2)  The  Executive  shall  diligently  and  faithfully  perform such duties and
     exercise  such  powers as may from time to time be assigned to or vested in
     him in relation to the conduct and  management  of the affairs of the Group
     by the CEO. The CEO may also suspend all or any of the  Executive's  duties
     and powers for such  periods  and on such terms as he  considers  expedient
     (including  a term that the  Executive  shall not  attend at the  Company's
     premises).

(3)  The Executive shall give to the CEO such information  regarding the affairs
     of the  Group  as he  shall  require  and  shall  comply  with  all  proper
     instructions of the CEO.

(4)  The  Executive  shall have the power and the authority to act in accordance
     with the instructions of and within the limits prescribed by the CEO.

(5)  The  Executive  shall  comply  with all codes of conduct  from time to time
     adopted by the Company or notified to him and with all applicable rules and
     regulations of the London Stock Exchange including (without limitation) the
     model code on directors' dealings in securities.

(6)  The  Executive  shall  (unless  prevented  by  ill-health  or  accident  or
     otherwise  directed by the CEO) devote the whole of his time during  normal
     business hours to the duties of the Employment and such  additional time as
     is necessary for the proper fulfilment of those duties.

(7)  The Executive's  salary shall be inclusive of any fees receivable by him as
     a director of any Group Company and if the Executive receives any such fees
     in addition to his salary he shall pay them to the Company.

(8)  The Executive shall not accept any appointment to any office in relation to
     any  body,  whether  corporate  or not,  (other  than a Group  Company)  or
     directly or indirectly  be  interested in any manner in any other  business
     except:

     (a)  as holder or beneficial  owner (for  investment  purposes only) of any
          class of  securities  in a company if those  securities  are listed or
          dealt in on a  Recognised  Investment  Exchange  and if the  Executive
          (together  with his  spouse,  children,  parents and  parents'  issue)
          neither  holds nor is  beneficially  interested  in more than five per
          cent. of the securities of that class; or

     (b)  with the  consent in writing of the CEO which may be given  subject to
          any terms or conditions which the Chairman may require.

3.   PLACE OF WORK of THE Executive

     The duties of the Employment  shall relate  primarily to the United Kingdom
     at such places as the CEO may from time to time require but shall extend to
     travel abroad when required by the CEO.

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4.   INCENTIVES

     The  Executive  agrees  that his  participation  in any bonus or  incentive
     arrangements shall be at the Remuneration Committee's sole discretion; that
     he is subject to the  procedures  as  notified to him from time to time for
     setting and assessing any bonus or incentive  payments  under any scheme in
     which he participates;  and that he is subject to the procedures for making
     any  payments  that  may be due to him  under  the  terms  of any  bonus or
     incentive scheme in which he participates.

5.   Travelling expenses

     The Company shall  reimburse the Executive (on  production of such evidence
     as it may  reasonably  require)  the  amount  of all  travelling  and other
     expenses  properly and  reasonably  incurred by him in the discharge of his
     duties.

6.   Car

(1)  The Company  shall  provide the  Executive  with a car  appropriate  to his
     status for his use in the  performance  of his duties  and,  subject to any
     restrictions  or conditions  from time to time imposed by the Company,  the
     Executive may use the car for his private purposes.

(2)  The Company shall pay all normal servicing,  insurance and running expenses
     in relation to the car and all fuel  expenses  incurred by the Executive in
     the performance of his duties.

(3)  The  Executive  shall take good care of the car and shall observe the terms
     and conditions of the insurance  policy relating to it and the terms of the
     Company's car policy from time to time.

7.   Pensions

     The  Executive  is entitled to become or as the case may be remain a member
     of the BP Pension Scheme (the "Pension  Scheme")  subject to its terms. The
     full terms are set out in the trust deeds and rules  governing  the Pension
     Scheme;  copies  of those  documents  are  available  to the  Executive  on
     request.   The  Company  shall  deduct  from  the  Executive's  salary  any
     contributions payable by him from time to time to the Pension Scheme or any
     other pension scheme of the Group of which he becomes a member.

8.   Medical and sickness

(1)  The Company may from time to time require the Executive to be examined by a
     medical adviser nominated by the Company and the Executive  consents to the
     medical adviser  disclosing the results of the examination to the Company's
     medical  adviser and shall provide the Company with such formal consents as
     may be necessary for this purpose.

(2)  The Executive  shall be paid in full during any period of absence from work
     due to sickness  or injury of 120  Working  Days and at the rate of half of
     his  salary  for a  further  period  of 120  Working  Days  subject  to the
     provisions of clause 13 and to the production of satisfactory evidence from
     a registered  medical  practitioner  in respect of any period of absence in
     excess of five  consecutive  Working  Days.  The periods  during  which the
     Executive  receives  payment may be  extended by the CEO in his  discretion
     following  consultation with the Company's medical adviser. The Executive's
     salary  during any period of absence  due to  sickness  or injury  shall be
     inclusive of any statutory sick pay to which he is entitled and the Company
     may deduct  from his salary the amount of any social  security  benefits he
     may be entitled to receive.

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(3)  If the Executive is incapable of performing  his duties by reason of injury
     sustained wholly or partly as a result of negligence, nuisance or breach of
     any statutory duty on the part of a third party and the Executive  recovers
     any  amount by way of  compensation  for loss of  earnings  from that third
     party, he shall pay to the Company a sum equal to the amount  recovered or,
     if less, the amount paid to him by the Company under subclause (2) above in
     respect of the relevant period of absence as a result of that injury.

9.   Holidays

(1)  The Executive  shall take his holiday  entitlement at times agreed with the
     CEO.

(2)  Any entitlement to holiday remaining at the end of any calendar year may be
     carried  forward to the next calendar year but no further.  The entitlement
     to holiday  (and on  termination  of  employment  to holiday pay in lieu of
     holiday)  accrues pro rata  throughout  each  calendar  year  (disregarding
     fractions of days).

10.  Confidential information

(1)  The Executive shall not make use of or divulge to any person, and shall use
     his best  endeavours to prevent the use,  publication or disclosure of, any
     information of a confidential or secret nature:

     (a)  concerning  the business of the Company or any Group Company and which
          comes to his knowledge  during the course of or in connection with his
          employment  or his holding any office within the Group from any source
          within the Company or any Group Company: or

     (b)  concerning the business of any person having dealings with the Company
          or any Group  Company and which is obtained  directly or indirectly in
          circumstances  in which the Company or any Group Company is subject to
          a duty of confidentiality in relation to that information.

(2)  This clause shall not apply to information which is:

     (a)  used or disclosed in the proper  performance of the Executive's duties
          or with the prior written consent of the Company; or

     (b)  ordered  to be  disclosed  by a court  of  competent  jurisdiction  or
          otherwise required to be disclosed by law.

(3)  This clause shall continue to apply after the termination of the Employment
     (whether terminated lawfully or not) without limit of time.

(4)  Each of the  restrictions  in each  paragraph or  subclause  above shall be
     enforceable  independently of each of the others and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

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11.  Intellectual property

(1)  In this clause  "Intellectual  Property  Right"  means a formula,  process,
     invention,  improvement,  utility model, trade mark, service mark, business
     name, copyright, design right, patent, know-how, trade secret and any other
     intellectual  property right of any nature whatsoever  throughout the world
     (whether  registered or  unregistered  and including all  applications  and
     rights to apply for the same) which:

     (a)  relates to or is useful in connection with the business or any product
          or service of a Group Company; and

     (b)  is invented,  developed, created or acquired by the Executive (whether
          alone or  jointly  with any other  person)  during  the  period of the
          Employment.

(2)  Subject to the provisions of the Patents Act 1977,  the entire  interest of
     the  Executive in any  Intellectual  Property  Right shall,  as between the
     Executive  and the Company,  become the property of the Company as absolute
     beneficial owner without any payment to the Executive for it.

(3)  The Executive shall promptly  communicate in confidence to the Company full
     particulars of any Intellectual Property Right (whether or not it is vested
     in the  Company  pursuant  to  subclause  (2) above or  otherwise)  and the
     Executive shall not use, disclose to any person or exploit any Intellectual
     Property Right  belonging to the Company  without the prior written consent
     of the Company.

(4)  The Executive shall, at the request and expense of the Company, prepare and
     execute  such  instruments  and do such  other  acts and  things  as may be
     necessary  or  desirable to enable the Company or its nominee to obtain the
     protection of any Intellectual Property Right vested in the Company in such
     parts of the world as may be specified by the Company or its nominee and to
     enable the Company to exploit any Intellectual Property Right vested in the
     Company to best advantage.


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(5)  The  obligations of the Executive  under  subclauses (2) to (4) above shall
     continue  to  apply  after  the  termination  of  the  Employment  (whether
     terminated  lawfully  or not).  Each of those  obligations  is  enforceable
     independently  of each of the others and its validity shall not be affected
     if any of the others is unenforceable to any extent.

12.  Termination of Employment


(1)  If the Executive:

     (a)  becomes  of  unsound  mind or is,  or may be,  suffering  from  mental
          disorder and either:

          (i)  he is admitted to hospital for treatment  under the Mental Health
               Act 1983; or

          (ii) an order is made by any competent  court for his detention or for
               the  appointment of a receiver,  curator bonis or other person to
               exercise powers with respect to his property or affairs; or

     (b)  is unable  properly  to perform  his  duties by reason of  ill-health,
          accident or otherwise for a period of 12 consecutive months; or

     (c)  fails or neglects  efficiently  and diligently to discharge his duties
          or is guilty of any  serious  or  repeated  breach of his  obligations
          under this agreement (including any consent granted under it); or

     (d)  is guilty of serious  misconduct or any other conduct which affects or
          is likely to affect  prejudicially the interests of the Company or the
          Group or is  convicted  of an  arrestable  offence  (other than a road
          traffic offence for which a non-custodial penalty is imposed); or

     (e)  becomes  bankrupt or makes any  arrangement  or  composition  with his
          creditors; or

     (f)  is  disqualified  from being a director of any company by reason of an
          order made by any competent court,

     the Company may (whether or not any notice of  termination  has been given)
     by written notice to the Executive  terminate the Employment with immediate
     effect but a notice under  paragraph  (b) above may be given by the Company
     to the Executive only within 90 days after the end of any period or periods
     of disability referred to in that paragraph.

(2)  During any period of notice of termination  of the  Employment  (whether or
     not such notice has been given by the Company or the Executive) the Company
     may require the  Executive  to take any holiday to which the  Executive  is
     entitled at such time or times as the Company may decide.

(3)  If the Executive is appointed as a director or officer of the Company or of
     any Group Company and the  Executive  ceases to be a director or officer of
     the Company or of that Group Company (for any reason whatsoever) that shall
     not terminate the Employment.

(4)  On the  termination  of the  Employment  in any way  (whether  lawfully  or
     otherwise) the Executive shall immediately:

     (a)  return  the car and its keys to the  Company at such place as it shall
          nominate for the purpose; and

     (b)  deliver to the Company's Group Human Resources Department all property
          in his possession, custody or under his control belonging to any Group
          Company  including  (but not limited to)  business  cards,  credit and
          charge  cards,  security  and  computer  passes,   original  and  copy
          documents  or  other  media  on  which  information  is  held  in  his
          possession  relating to the business or affairs of any Group  Company;
          and

     (c)  resign all offices held by him in any Group Company (without prejudice
          to the  rights  of any party  arising  out of the  termination  of the
          Employment).

(5)  The  Executive  hereby  authorises  the  Company to deduct from any amounts
     payable  by  the  Company  to  the  Executive  on  the  termination  of the
     Employment any sums due to the Company from the Executive.

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(6)  With effect from the date of termination of the Employment,  all the rights
     and  obligations  of the  parties  shall  cease  except for those which are
     expressed to continue  after that date and except in relation to any breach
     of any  provision  of these  terms and  conditions  or any other  agreement
     between the Company and the Executive before that date.  Termination of the
     Employment shall not prejudice any other rights of the Company.

13.  General

     These terms and conditions shall be governed by and construed in accordance
     with English law.

14.  Notices

(1)  Any notice or other  document to be served under any agreement  between the
     Company and the Executive may, in the case of the Company,  be delivered or
     sent by first  class post or telex or  facsimile  process to the Company at
     its registered office for the time being and, in the case of the Executive,
     may be  delivered  to him or sent by first  class post to his usual or last
     known place of residence.

(2)  Any such notice or other document shall be deemed to have been served:

     (a)  if delivered, at the time of delivery;

     (b)  if posted,  at 10.00 a.m.  on the second  Working Day after it was put
          into the post; or

     (c)  if sent by telex or facsimile process,  at the expiration of two hours
          after the time of  despatch,  if  despatched  before  3.00 p.m. on any
          Working  Day,  and in any other case at 10.00 a.m.  on the Working Day
          following the date of despatch.

(3)  In proving such service it shall be  sufficient  to prove that delivery was
     made or that the  envelope  containing  such notice or other  document  was
     properly  addressed and posted as a pre-paid first class letter or that the
     telex or facsimile  message was properly  addressed  and  despatched as the
     case may be.


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DATED November 11, 1993, amended February 7, 2003





                      THE BRITISH PETROLEUM COMPANY p.l.c.


                                     - and -



                            EDMUND JOHN PHILIP BROWNE








                                SERVICE AGREEMENT

















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THIS AGREEMENT is made on November 11, 1993 and amended on February 7, 2003

BETWEEN



(I)  THE  BRITISH  PETROLEUM  COMPANY  p.l.c.  whose  registered  office  is  at
     Britannic House, 1 Finsbury Circus, London EC2M 7BA (the `Company'); and


(2)  EDMUND  JOHN  PHILIP  BROWNE  of 21  South  Eaton  Place  London  SW1  (the
     `Executive')

WHEREBY IT IS AGREED as follows:-

INTERPRETATION

1.   In this Agreement (including the Schedule attached):


     (A)  (i) `associated  company' means any company whose equity share capital
              (as defined in Section 744 of the  Companies  Act 1985) is owned
              as to twenty  per cent  (20%) or more but less than fifty per cent
              (50%) by the Company;

          (ii) `Board of Directors'  means the Board of Directors of the Company
               as the same may be constituted from time to time or any committee
               of the Board of Directors duly appointed by it;

          (iii)`Group  Company'  means the Company or any company  which is from
               time to time a holding  company of the Company or a subsidiary or
               associated company of the Company or any such holding company and
               the expression `Group Companies' shall be deemed to mean each and
               every Group Company;












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          (iv) `holding  company'  has the  meaning  given in Section 736 of the
               Companies Act 1985;

          (v)  `subsidiary'  has  the  meaning  given  in  Section  736  of  the
               Companies Act 1985;

     (B)  reference  to an Act of  Parliament  shall be  deemed to  include  any
          statutory modification or re-enactment whenever made.

THE EMPLOYMENT

2.   The Company HEREBY AGREES to employ the Executive and the Executive  HEREBY
     AGREES to serve as a Managing  Director  pursuant  to Article  80(A) of the
     Company's Articles of Association and subject to and in accordance with the
     terms of this Agreement.

DURATION OF EMPLOYMENT

3.   (A)  This  Agreement shall be deemed to have  commenced on November 1, 1993
          (the  `Commencement  Date') and shall continue, subject as hereinafter
          provided,  until terminated at any time by either the  Company  giving
          to the Executive  not less than twelve (12) months written notice
          or the Executive  giving the Company not less than twelve (12)(or such
          lesser  number  as  the  Company  and  the Executive may agree) months
          written notice.

     (B)  This  Agreement   shall   automatically   terminate  (if  not  already
          terminated) upon the day immediately  before the Executive's  sixtieth
          (60th)  birthday or such other date as the  Company and the  Executive
          may agree in writing.

     (C)  This  Agreement  shall further be subject to  termination  pursuant to
          Clause 10 hereof.

 DUTIES OF THE EXECUTIVE

4.   (A)  Except as otherwise approved by the Board of Directors,  the Executive
          will devote all his time and energies to  the  business of the Company
          and its subsidiaries and such of the associated companies as the Board
          of Directors may require.








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<PAGE>
     (B)  The  Executive  shall not during  the  continuance  of this  Agreement
          (except as a  representative  of the  Company  or with the  consent in
          writing  of the  Board of  Directors)  (i)  become a  director  of any
          corporate body or (ii) be directly or indirectly  engaged or concerned
          in the conduct of any business,  trade, profession or other occupation
          (whether as an employee,  consultant,  agent,  director or  otherwise)
          provided  that this  restriction  (ii) shall not prevent the Executive
          from holding or acquiring by way of bona fide investment,  investments
          whether  or not listed or quoted  representing  not more than five per
          cent  (5%) of the  investments  of any  class of any one  company.  If
          requested to do so, the Executive  shall disclose  promptly in writing
          to the Board of Directors all his interests in any business other than
          that of the Company or any other Group Company.

     (C)  The Executive shall comply with all rules and regulations from time to
          time  issued  by the  Company  to its  employees  and  shall  obey all
          reasonable  and  lawful  directions  given  to  him  by or  under  the
          authority of the Board of Directors.  The Executive shall use his best
          endeavours to promote the interest and reputation of Group Companies.

     (D)  As and when  requested by the  Chairman or the Deputy  Chairman of the
          Company the Executive  shall keep the Board of Directors  promptly and
          fully  informed  (in  writing if so  requested)  of his conduct of the
          business, finances or affairs of Group Companies.

     (E)  The Company may  reasonably  require the  Executive at any time during
          his  engagement  to move from one part or  section  of the  Company to
          another and/or change the location of his employment.  The Company may
          also from time to time ask the Executive to work for any subsidiary or
          associated  company  of the  Company  and in such  cases the terms and
          conditions  of this  Agreement  will remain  unchanged  except for any
          expatriate  allowances  and for any other  changes which are otherwise
          agreed between the Executive and the company in question.








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<PAGE>
     (F)  The Executive  shall at any time if requested to do so by the Board of
          Directors undergo a medical  examination by a medical  practitioner of
          the  Company's  choice  and  at  its  expense.  The  Executive  hereby
          authorizes (such  authorization to be deemed to include the consent of
          the  Executive  for the purposes of Section 3 of the Access to Medical
          Reports Act 1988) such medical practitioner to disclose the results of
          such  examination  (whether in a medical  report or  otherwise) to the
          Company's medical  representative who may then give advice, based upon
          the  results  of  such  examination,  to  the  Company  provided  that
          professional confidence is maintained.

CONFIDENTIALITY

5.   Without prejudice to any other  confidentiality  duties owed to the Company
     or any other Group Company,  the Executive  will,  during the period of his
     appointment  hereunder  and  thereafter  without  limit  in  point  of time
     (howsoever  the expiry or  termination  of this  Agreement be  occasioned),
     treat as confidential all information relating to:

     (i)  the trade secrets and the commercial,  technical and financial affairs
          of the Company,  or any other Group Company,  and any matter connected
          therewith; and

     (ii) any person  whether or not such  person is  employed by the Company or
          any other Group Company where such  information  is of a  confidential
          personal or business nature.

     to which the Executive may have access or of which he may become aware as a
     consequence of his appointment,  which information shall, for the period of
     his  appointment  and  thereafter as  aforesaid,  without limit in point of
     time, not be used by him or disclosed by him to any third party save (A) as
     is necessary for the proper performance of the duties of his appointment or
     (B) with the prior written  consent of, or pursuant to guidelines  provided
     by, the Board of  Directors or (C) as required by law,  provided  that such
     restrictions  on use or  disclosure  shall  cease to  apply to  information
     within the public domain otherwise than through unauthorized  disclosure by
     the Executive.








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<PAGE>
     If the Executive has any doubts about whether he might be in breach of this
     Clause 5 he should consult the Chairman or Deputy Chairman of the Company.

REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES

6.   (A)  (i)  The Company shall pay to the  Executive  during the period of his
               appointment hereunder a salary at the rate of  three hundred  and
               three  thousand  pounds ((pound)3O3,OOO)  per  annum.  The salary
               shall  be  payable  by  equal monthly payments in arrears. Salary
               shall be reviewed during the continuance of this Agreement at the
               Board of Directors discretion.

          (ii) All fees (if any)  payable to the  Executive  for services on the
               Board of  Directors  of the Company or the board of  directors of
               other  companies on which he may be  permitted to serve  (whether
               subsidiaries or associated companies of the Company or not) shall
               be  returned to the Company  except that the  Executive  shall be
               permitted to retain fees payable in respect of services  rendered
               as a director of one or more overseas  subsidiaries or associated
               companies of the Company outside the UK and Ireland not exceeding
               ten per cent (10%) of the  Executive's  gross UK  salary.  To the
               extent that the  Executive  does retain such fees,  his UK salary
               will be pro tanto reduced.

     (B)  The Company intends to establish  incentive bonus arrangements for the
          Executive in respect of each calendar year during the  subsistence  of
          this Agreement but the Executive shall have no right to participate in
          any such  arrangements  (notwithstanding  any other  verbal or written
          communication  from the Company to the Executive) unless and until the
          Executive has received  written  notice from the Board of Directors to
          the effect that the Executive  will  participate  in the  arrangements
          that are  referred  to in the  notice and that  notice  refers to this
          Clause 6(B). For the avoidance of doubt any reference in such a notice
          to  incentive  bonus  arrangements  shall  mean  the  incentive  bonus
          arrangements  for the calendar  year in question and receipt of such a
          notice  shall not entitle the  Executive to  participate  in incentive
          bonus arrangements for any other calendar year.









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<PAGE>
     (C)  The  Executive  is and may  remain a member of the BP  Pension  Scheme
          subject to and in accordance  with the normal terms and  conditions of
          the Scheme  (for the time  being and from time to time in force)  save
          for the  following.  The yearly accrual rate of pension shall from the
          date of his  appointment  as, and whilst the  Executive is, a Managing
          Director  of the  Company  be one  thirtieth  (1/30th)  (and  not  one
          sixtieth  (1/60th) or one forty fifth  (1/45th) as would  otherwise be
          appropriate)  together with a proportionate  amount for any additional
          part year (subject  always to Inland  Revenue  limits and to a maximum
          pension  from the BP Pension  Scheme of two thirds  (2/3rds)  of Final
          Salary). For the purpose of this sub-Clause 6(C), `Final Salary' is as
          defined in the Rules of the BP Pension Scheme.

     (D)  The Company  shall provide a motor car for the use of the Executive in
          the United  Kingdom.  The Company shall bear the cost of  maintaining,
          repairing,  insuring,  testing and taxing the same.  The Company shall
          reimburse all reasonable  running  expenses  properly  incurred by the
          Executive in relation to the use of the car in the  performance of his
          duties  under  this  Agreement  provided  that the  Company  shall not
          reimburse  petrol costs  related to private  motoring.  The  Executive
          shall  comply with all  statements  of policy,  rules and  regulations
          which  the  Company  may  from  time to  time  issue  applying  to the
          provision and use of the motor car.

     (E)  There shall be refunded to the Executive all  reasonable out of pocket
          expenses  properly  incurred and defrayed by him in the performance of
          his duties under this Agreement  including  expenses of entertainment,
          subsistence and travelling. The Executive shall produce to the Company
          all supporting vouchers and documents in respect of such expenses.

     (F)  The Executive  shall conform to such hours of work as may from time to
          time  reasonably  be  required  of him to carry out his  duties to the
          satisfaction  of the Board of  Directors  and shall not be entitled to
          receive any additional  remuneration  for work outside normal business
          hours.









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<PAGE>
ANNUAL LEAVE AND PUBLIC HOLIDAYS

7.   (A)  The  Executive's leave  entitlement  in any full calendar year will be
          twenty eight (28) working days on full  salary,  of which  entitlement
          the Company will be able to nominate up to three (3) specified days to
          be taken as leave. If the Executive  serves  part  only of a  calendar
          year, his entitlement will be in direct proportion to his  service  in
          that  year, rounding up any fractions to the nearest day.

     (B)  The Executive will also be entitled to eight (8) days additional leave
          per annum which will be either Government  declared Public Holidays or
          days taken in lieu.

ABSENCE FROM WORK THROUGH SICKNESS

8.   During  any  period of  absence  from work due to  sickness  or injury  and
     subject  to the  deductions  in  respect  of  Statutory  Sick  Pay or State
     Sickness Benefit,  the Executive's salary will be paid in full for a period
     of six (6) months,  followed if  necessary by a period of six (6) months of
     half-payment. These periods of payment may be extended at the discretion of
     the Chairman,  in consultation  with the Company's General Medical Services
     Unit, taking into account the Executive's expected date of return to work.

INVENTIONS

9    Any invention made by the Executive in the course of his employment as part
     of his  duties  belongs to the  Company  or as the case may be other  Group
     Company. It is the policy of the Company to encourage employees  (including
     the Executive) to make  inventions  which are or could be of benefit to the
     Company and, if the  Executive  makes an invention  directly or  indirectly
     relating to the  business of the  Company or any other  Group  Company,  he
     shall submit particulars to Patents and Agreements Division.









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<PAGE>
TERMINATION AND SUSPENSION

10.  (A)  Notwithstanding  any other  provision of this  Agreement,  the Company
          shall (without  prejudice  to  the  other  rights  and remedies of the
          Company  or  other  Group  Company)  be  entitled  to  terminate  this
          Agreement  forthwith  by  written  notice  to  the  Executive  if  the
          Executive:

          (i)  is found to have committed a serious act or omission such as:

               (a)  serious infringement of safety regulations and requirements;

               (b)  serious default or misconduct;

               (c)  serious damage to Company or other Group Company property;

               (d)  the  unauthorised  disclosure  of  confidential  information
                    relating to the commercial,  technical or financial  affairs
                    of the  Company  or any other  Group  Company  or any person
                    whether or not such a person is  employed  by the Company or
                    any other  Group  Company,  where  this is  damaging  to the
                    interests of the Company or other Group Company;

               (e)  a criminal  offence which makes him  unsuitable for his type
                    of work;

               (f)  conduct prejudicial to the Company or other Group Company or
                    tending  to bring the  Company  or other  Group  Company  or
                    himself into disrepute;

               (g)  wilful   disregard   of  Company  or  other  Group   Company
                    regulations;

               (h)  falsification of information or references in the context of
                    the work environment;

               (i)  assault on another person at work;








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<PAGE>
               (j)  accepting bribes; or

          (ii) becomes of unsound mind,  bankrupt or has a receiving  order made
               against him or makes any general  composition with his creditors;
               or

          (iii)becomes prohibited by law from being a director of a company; or

          (iv) resigns as a director of the  Company  without the consent of the
               Board of Directors; or

          (v)  neglects,  refuses,  fails or for any  reason  becomes  unable to
               perform in any material respect any of this duties or obligations
               under or pursuant to this Agreement

          whereupon  the  Executive  shall have no claim against the Company for
          pay in lieu of  notice  or  damages  or  otherwise  by  reason of such
          termination.  Any  termination  of  this  Agreement  will  be  without
          prejudice to the continuing  obligations  of the Executive  under this
          Agreement.

     (B)  Without prejudice to the Executive's  rights to remuneration and other
          benefits  hereunder,  the  Company  shall  have the  right at any time
          (whether or not a notice of termination  of this Agreement  shall then
          have been given) to require the  Executive  not to attend at any place
          of work or otherwise to suspend the Executive from the  performance of
          any duties under this Agreement  provided that no such action shall be
          taken  without  the  express  prior  authorization  of  the  Board  of
          Directors. During the period of such suspension the Company may assign
          the Executive's titles, powers or duties to another.

EVENTS UPON TERMINATION

11.  Upon the  termination of the Agreement  howsoever  occasioned the Executive
     shall unless otherwise agreed by the Company:

     (i)  return all  property,  documents  and  correspondence  relating to the
          affairs of the  Company or other  Group  Company,  including  books of
          instruction and reference and identity passes;









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<PAGE>


     (ii) at any time or from time to time  thereafter  upon the  request of the
          Company, resign from office as a director of the Company and all other
          offices  held by him in any other Group  Company and should he fail to
          do so the Company is hereby  irrevocably  authorized  to appoint  some
          person in his name and on his behalf to sign and do any  documents  or
          things necessary or desirable to give effect thereto; and

     (iii)the  Company  shall be  entitled  to deduct from any monies due to the
          Executive  any sums due from the Executive to the Company or any other
          Group Company.

RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

12.  (A)  The Executive  hereby  agrees with the Company that in addition to the
          other  terms  of  and  restrictions  contained  in  this Agreement and
          without prejudice to other restrictions imposed  upon  him by law,  he
          will not without the prior written consent of the Company for a period
          of twelve (12) months commencing with the date of termination  of this
          Agreement,  howsoever  the  termination shall be occasioned, either on
          his own behalf or for any other person, firm or organization:-

          (i)  be  directly  or  indirectly  engaged  in or  concerned  with any
               business  which shall be in  competition  with,  in  countries in
               which  operations are carried on or interests held by, any of the
               upstream,  downstream  or chemicals  businesses of the Company or
               any  other  Group  Company  at the  date of  termination  of this
               Agreement  provided  that this  provision  shall not restrict the
               Executive   from  holding  or  acquiring  by  way  of  bona  fide
               investment  only,  investments  whether  or not  listed or quoted
               representing  not  more  than  five  percent  (5%) of the  issued
               investments of any class of any one company;

          (ii) directly or  indirectly  solicit or endeavour to entice away from
               the  Company  or  any  Group  Company  any  person  who is to his
               knowledge an employee, director or officer of such Company at the
               date of termination of this Agreement.









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<PAGE>
     (B)  While the  restrictions  contained in this Clause 12 and  elsewhere in
          this  Agreement are  considered by the parties to be reasonable in all
          the  circumstances,  it is  agreed  that  if such  restrictions  taken
          together  shall be adjudged to go beyond what is reasonable in all the
          circumstances  for the  protection of the interests of the Company but
          would be adjudged  reasonable if part or parts of the wording  thereof
          were  deleted then the said  restrictions  shall apply with such words
          deleted.

DIRECTORSHIPS

13.  (A)  Without  prejudice  to  any  other  rights  and   obligations  of  the
          Executive  under this  Agreement,  the  Executive's  appointment  as a
          Managing Director will be determined if he for any reason ceases to be
          a director of the Company and the Executive undertakes in the event of
          his appointment as a Managing  Director being terminated to tender his
          resignation from the Board of Directors.

     (B)  Notwithstanding any other provisions in this Agreement the Executive's
          appointment  as a director of the  Company or any other Group  Company
          shall be subject to the Articles of  Association  from time to time of
          the relevant company.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

14.  The Company shall maintain insurance in respect of directors' and officers'
     liabilities in such manner,  for such a period,  and on such terms,  as may
     from time to time be determined by the Board of Directors.

REORGANISATION

15.  If the Company shall undergo any process of  reconstruction or amalgamation
     (including an administrative  reorganization)  whether or not involving the
     liquidation of the Company and the Executive shall be offered employment by
     the  successor  or  proposed  successor  to the  Company or any other Group
     Company on terms no less  favourable  overall to those under this Agreement
     but the  Executive  shall have failed to accept  such offer  within one (1)
     month,  then the Company may terminate  this Agreement  forthwith.  In such
     event,  the  Executive  shall have no claim for  compensation  against  the
     Company  in  respect  of  such  termination  save  as  provided  under  the
     provisions of the Employment Protection (Consolidation) Act 1978.








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STATUTORY PARTICULARS

16.  The written particulars of employment required to be given to the Executive
     under the provisions of Part I of the Employment Protection (Consolidation)
     Act 1978 are,  unless  otherwise  previously  set out above,  stated in the
     Schedule attached (which shall be deemed to form part of this Agreement).

MISCELLANEOUS

17.    (A)   This Agreement shall not be assignable by the Executive and may
             only be modified by the written agreement of the parties hereto.

       (B)   The Company  reserves the right to pay  compensation in lieu of any
             notice of termination  of appointment  which it is required to give
             under this Agreement.

       (C)   This Agreement  shall be governed by and  interpreted in accordance
             with the laws of England.

IN WITNESS  whereof this  document has been  executed as a Deed the day and year
first above written.

The Common Seal of                             )
THE BRITISH PETROLEUM COMPANY p.l.c.           )
was hereunto affixed                           )
in accordance with its                         )
Articles of Association                        )
in the presence of:                            )

Director

Assistant
Secretary


SIGNED AS A DEED
by the said EDMUND JOHN PHILIP BROWNE in the presence of:-


Name

Address

Occupation

November 26, 1993








Page 26
<PAGE>
                                    SCHEDULE


CONTINUOUS EMPLOYMENT

1.   The Executive's period of continuous  employment with the Company is deemed
     to have begun on 1st September, 1966.

PENSIONS

2.   There  is in  force  a  Contracting-out  certificate  in  relation  to  the
     Executive's employment.

DISCIPLINARY RULES AND PROCEDURES

3.   The Executive will be notified as to the Company's  disciplinary  rules and
     procedures from time to time applicable to the Executive.

GRIEVANCE PROCEDURE

4.   If the  Executive has any  grievance  relating to his  employment he should
     raise it with the Chairman of the Board of Directors.

OTHER TERMS

5.   Except as otherwise stated in the Agreement (including this Schedule) there
     are no other terms or conditions of  employment  relating to  remuneration,
     hours of work,  normal  working hours,  entitlement to holidays  (including
     public  holidays and holiday pay),  incapacity  for work due to sickness or
     injury or to pensions or pension schemes.









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<PAGE>
DATED November 30, 1993


                      THE BRITISH PETROLEUM COMPANY p.l.c.


                                     - and -





                               RODNEY FRANK CHASE








                                SERVICE AGREEMENT









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<PAGE>
THIS AGREEMENT is made on November 30, 1993

BETWEEN


(1)  THE  BRITISH  PETROLEUM  COMPANY  p.l.c.  whose  registered  office  is  at
     Britannic House, 1 Finsbury Circus, London EC2M 7BA (the `Company'); and


(2)  RODNEY FRANK CHASE of 4 Eaton Terrace, London SW1W 8EZ. (the `Executive')

WHEREBY IT IS AGREED as follows:

INTERPRETATION

1.   In this Agreement (including the Schedule attached):

     (A)  (i) `associated  company' means any company whose equity share capital
              (as defined in Section 744 of the Companies Act 1985) is owned  as
              to  twenty  per  cent (20%) or  more  but less than fifty per cent
             (50%) by the Company;

          (ii) `Board of Directors'  means the Board of Directors of the Company
               as the same may be constituted from time to time or any committee
               of the Board of Directors duly appointed by it;

          (iii)`Group  Company'  means the Company or any company  which is from
               time to time a holding  company of the Company or a subsidiary or
               associated company of the Company or any such holding company and
               the expression `Group Companies' shall be deemed to mean each and
               every Group Company;








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<PAGE>


          (iv) `holding  company'  has the  meaning  given in Section 736 of the
               Companies Act 1985;

          (v)  `subsidiary'  has  the  meaning  given  in  Section  736  of  the
               Companies Act 1985;

     (B)  Reference  to an Act of  Parliament  shall be  deemed to  include  any
          statutory modification or re-enactment whenever made.

THE EMPLOYMENT

2.   The Company HEREBY AGREES to employ the Executive and the Executive  HEREBY
     AGREES to serve as a Managing  Director  pursuant  to Article  80(A) of the
     Company's Articles of Association and subject to and in accordance with the
     terms of this Agreement.

DURATION OF EMPLOYMENT

3.   (A)  This  Agreement shall be deemed to  commence  on  January 1, 1994 (the
          `Commencement  Date')  and  shall  continue,  subject  as  hereinafter
          provided, until terminated at any time by either the Company giving to
          the Executive not less than twenty-four  (24)  months  written  notice
          or the  Executive giving the Company not less than twelve (12)(or such
          lesser  number  as  the  Company  and  the Executive may agree) months
          written notice.

     (B)  This  Agreement   shall   automatically   terminate  (if  not  already
          terminated) upon the day immediately  before the Executive's  sixtieth
          (60th)  birthday or such other date as the  Company and the  Executive
          may agree in writing.

     (C)  This  Agreement  shall further be subject to  termination  pursuant to
          Clause 10 hereof.

DUTIES OF THE EXECUTIVE

4.   (A)  Except  as  otherwise  approved  by the Board of  Directors,  the
          Executive will devote all his time and energies to the business of the
          Company and its subsidiaries  and such of the associated  companies as
          the Board of Directors may require.








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<PAGE>
      (B)   The Executive  shall not during the  continuance  of this  Agreement
            (except as a  representative  of the  Company or with the consent in
            writing of the Board of  Directors)  (i)  become a  director  of any
            corporate  body  or  (ii)  be  directly  or  indirectly  engaged  or
            concerned in the conduct of any business, trade, profession or other
            occupation (whether as an employee,  consultant,  agent, director or
            otherwise) provided that this restriction (ii) shall not prevent the
            Executive from holding or acquiring by way of bona fide  investment,
            investments  whether or not listed or quoted  representing  not more
            than five  percent (5%) of the  investments  of any class of any one
            company.  If  requested  to do  so,  the  Executive  shall  disclose
            promptly in writing to the Board of Directors  all his  interests in
            any  business  other  than that of the  Company  or any other  Group
            Company.

     (C)  The Executive shall comply with all rules and regulations from time to
          time  issued  by the  Company  to its  employees  and  shall  obey all
          reasonable  and  lawful  directions  given  to  him  by or  under  the
          authority of the Board of Directors.  The Executive shall use his best
          endeavours to promote the interest and reputation of Group Companies.

     (D)  As and when  requested by the  Chairman or the Deputy  Chairman of the
          Company the Executive  shall keep the Board of Directors  promptly and
          fully  informed  (in  writing if so  requested)  of his conduct of the
          business, finances or affairs of Group Companies.

     (E)  The Company may  reasonably  require the  Executive at any time during
          his  engagement  to move from one part or  section  of the  Company to
          another and/or change the location of his employment.  The Company may
          also from time to time ask the Executive to work for any subsidiary or
          associated  company  of the  Company  and in such  cases the terms and
          conditions  of this  Agreement  will remain  unchanged  except for any
          expatriate  allowances  and for any other  changes which are otherwise
          agreed between the Executive and the company in question.









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<PAGE>
     (F)  The Executive  shall at any time if requested to do so by the Board of
          Directors undergo a medical  examination by a medical  practitioner of
          the  Company's  choice  and  at  its  expense.  The  Executive  hereby
          authorizes (such  authorization to be deemed to include the consent of
          the  Executive  for the purposes of Section 3 of the Access to Medical
          Reports Act 1988) such medical practitioner to disclose the results of
          such  examination  (whether in a medical  report or  otherwise) to the
          Company's medical  representative who may then give advice, based upon
          the  results  of  such  examination,  to  the  Company  provided  that
          professional confidence is maintained.

CONFIDENTIALITY

5.   Without prejudice to any other  confidentiality  duties owed to the Company
     or any other Group Company,  the Executive  will,  during the period of his
     appointment  hereunder  and  thereafter  without  limit  in  point  of time
     (howsoever  the expiry or  termination  of this  Agreement be  occasioned),
     treat as confidential all information relating to:

     (i)  the trade secrets and the commercial,  technical and financial affairs
          of the Company,  or any other Group Company,  and any matter connected
          therewith; and

     (ii) any person  whether or not such  person is  employed by the Company or
          any other Group Company where such  information  is of a  confidential
          personal or business nature.

     to which the Executive may have access or of which he may become aware as a
     consequence of his appointment,  which information shall, for the period of
     his  appointment  and  thereafter as  aforesaid,  without limit in point of
     time, not be used by him or disclosed by him to any third party save (A) as
     is necessary for the proper performance of the duties of his appointment or
     (B) with the prior written  consent of, or pursuant to guidelines  provided
     by, the Board of  Directors or (C) as required by law,  provided  that such
     restrictions  on use or  disclosure  shall  cease to  apply to  information
     within the public domain otherwise than through unauthorised  disclosure by
     the Executive.









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     If the Executive has any doubts about whether he might be in breach of this
     Clause 5 he should consult the Chairman or Deputy Chairman of the Company.

REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES

6.   (A ) (i)  The  Company  shall  pay  to  the  Executive  during  the  period
               of his appointment  hereunder a salary at the rate of two hundred
               and seventy  five  thousand  pounds  ((pounds)275,000) per annum.
               The salary shall be payable by equal monthly payments in arrears.
               Salary shall be reviewed during the continuance of this Agreement
               at the Board of Directors' discretion.

          (ii) All fees (if any)  payable to the  Executive  for services on the
               Board of  Directors  of the Company or the board of  directors of
               other  companies on which he may be  permitted to serve  (whether
               subsidiaries or associated companies of the Company or not) shall
               be  returned to the Company  except that the  Executive  shall be
               permitted to retain fees payable in respect of services  rendered
               as a director of one or more overseas  subsidiaries or associated
               companies of the Company outside the UK and Ireland not exceeding
               ten per cent (10%) of the  Executive's  gross UK  salary.  To the
               extent that the  Executive  does retain such fees,  his UK salary
               will be pro tanto reduced.

     (B)  The Company intends to establish  incentive bonus arrangements for the
          Executive in respect of each calendar year during the  subsistence  of
          this Agreement but the Executive shall have no right to participate in
          any such  arrangements  (notwithstanding  any other  verbal or written
          communication  from the Company to the Executive) unless and until the
          Executive has received  written  notice from the Board of Directors to
          the effect that the Executive  will  participate  in the  arrangements
          that are  referred  to in the  notice and that  notice  refers to this
          Clause 6(B). For the avoidance of doubt any reference in such a notice
          to  incentive  bonus  arrangements  shall  mean  the  incentive  bonus
          arrangements  for the calendar  year in question and receipt of such a
          notice  shall not entitle the  Executive to  participate  in incentive
          bonus arrangements for any other calendar year.








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     (C)  The  Executive  is and may  remain a member of the BP  Pension  Scheme
          subject to and in accordance  with the normal terms and  conditions of
          the Scheme  (for the time  being and from time to time in force)  save
          for the  following:  The yearly accrual rate of pension shall from the
          date of his  appointment  as, and whilst the  Executive is, a Managing
          Director  of the  Company  be one  thirtieth  (1/30th)  (and  not  one
          sixtieth  (1/60th) or one forty fifth  (1/45th) as would  otherwise be
          appropriate)  together with a proportionate  amount for any additional
          part year (subject  always to Inland  Revenue  limits and to a maximum
          pension  from the BP Pension  Scheme of two thirds  (2/3rds)  of Final
          Salary). For the purpose of this sub clause 6(C), `Final Salary' is as
          defined in the Rules of the BP Pension Scheme.

     (D)  The Company  shall provide a motor car for the use of the Executive in
          the United  Kingdom.  The Company shall bear the cost of  maintaining,
          repairing,  insuring,  testing and taxing the same.  The Company shall
          reimburse all reasonable  running  expenses  properly  incurred by the
          Executive in relation to the use of the car in the  performance of his
          duties  under  this  Agreement  provided  that the  Company  shall not
          reimburse  petrol costs  related to private  motoring.  The  Executive
          shall  comply with all  statements  of policy,  rules and  regulations
          which  the  Company  may  from  time to  time  issue  applying  to the
          provision and use of the motor car.

     (E)  There shall be refunded to the Executive all  reasonable out of pocket
          expenses  properly  incurred and defrayed by him in the performance of
          his duties under this Agreement  including  expenses of entertainment,
          subsistence and travelling. The Executive shall produce to the Company
          all supporting vouchers and documents in respect of such expenses.

     (F)  The Executive  shall conform to such hours of work as may from time to
          time  reasonably  be  required  of him to carry out his  duties to the
          satisfaction  of the Board of  Directors  and shall not be entitled to
          receive any additional  remuneration  for work outside normal business
          hours.









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ANNUAL LEAVE AND PUBLIC HOLIDAYS

7.  (A)   The  Executive's  leave  entitlement  in  any  full calendar year will
          be twenty eight (28) working days on full salary, of which entitlement
          the Company will be able to nominate up to three (3) specified days to
          be taken as leave.  If the  Executive  serves  part only of a calendar
          year, his  entitlement will be in direct  proportion to his service in
          that year, rounding up any fractions to the nearest day.

     (B)  The Executive will also be entitled to eight (8) days additional leave
          per annum which will be either Government  declared Public Holidays or
          days taken in lieu.

ABSENCE FROM WORK THROUGH SICKNESS

8.   During  any  period of  absence  from work due to  sickness  or injury  and
     subject  to the  deductions  in  respect  of  Statutory  Sick  Pay or State
     Sickness Benefit,  the Executive's salary will be paid in full for a period
     of six (6) months,  followed if  necessary by a period of six (6) months of
     half-payment. These periods of payment may be extended at the discretion of
     the Chairman,  in consultation  with the Company's General Medical Services
     Unit, taking into account the Executive's expected date of return to work.

INVENTIONS

9    Any invention made by the Executive in the course of his employment as part
     of his  duties  belongs to the  Company  or as the case may be other  Group
     Company. It is the policy of the Company to encourage employees  (including
     the Executive) to make  inventions  which are or could be of benefit to the
     Company and, if the  Executive  makes an invention  directly or  indirectly
     relating to the  business of the  Company or any other  Group  Company,  he
     shall submit particulars to Patents and Agreements Division.









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TERMINATION AND SUSPENSION

10.  (A)  Notwithstanding  any  other  provision  of this Agreement, the Company
          shall  (without  prejudice  to the other  rights and  remedies  of the
          Company  or  other  Group  Company)  be  entitled  to  terminate  this
          Agreement  forthwith  by  written  notice  to  the  Executive  if  the
          Executive:

          (i)  is found to have  committed a serious  act or  omission  such
               as:

               (a) serious    infringement   of   safety   regulations   and
                   requirements;

               (b) serious default or misconduct;

               (c) serious   damage  to  Company  or  other  Group   Company
                   property;

               (d) the  unauthorized  disclosure  of  confidential   information
                   relating to the commercial, technical or financial affairs of
                   the Company or any other Group Company or any person  whether
                   or not such a person is  employed by the Company or any other
                   Group Company, where this is damaging to the interests of the
                   Company or other Group Company;

               (e) a criminal  offence  which makes him  unsuitable  for his
                   type of work;

               (f) conduct  prejudicial to the Company or other Group Company or
                   tending  to bring  the  Company  or other  Group  Company  or
                   himself into disrepute;

               (g) wilful  disregard  of  Company  or  other  Group  Company
                   regulations;

               (h) falsification   of   information  or  references  in  the
                   context of the work environment;

               (i) assault on another person at work;

               (j) accepting bribes; or









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<PAGE>
               (ii) becomes of unsound mind,  bankrupt or has a receiving  order
                    made against him or makes any general  composition  with his
                    creditors; or

               (iii)becomes  prohibited  by  law  from  being  a  director  of a
                    company; or

               (iv) resigns as a director of the Company  without the consent of
                    the Board of Directors; or

               (v)  neglects, refuses, fails or for any reason becomes unable to
                    perform  in any  material  respect  any of  this  duties  or
                    obligations under or pursuant to this Agreement

               whereupon the  Executive  shall have no claim against the Company
               for pay in lieu of notice or  damages or  otherwise  by reason of
               such  termination.  Any  termination  of this  Agreement  will be
               without prejudice to the continuing  obligations of the Executive
               under this Agreement.

     (B)  Without prejudice to the Executive's  rights to remuneration and other
          benefits  hereunder,  the  Company  shall  have the  right at any time
          (whether or not a notice of termination  of this Agreement  shall then
          have been given) to require the  Executive  not to attend at any place
          of work or otherwise to suspend the Executive from the  performance of
          any duties under this Agreement  provided that no such action shall be
          taken  without  the  express  prior  authorization  of  the  Board  of
          Directors. During the period of such suspension the Company may assign
          the Executive's titles, powers or duties to another.

EVENTS UPON TERMINATION

11.  Upon the  termination of the Agreement  howsoever  occasioned the Executive
     shall unless otherwise agreed by the Company:

     (i)  return all  property,  documents  and  correspondence  relating to the
          affairs of the  Company or other  Group  Company,  including  books of
          instruction and reference and identity passes;









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<PAGE>
     (ii) at any time or from time to time  thereafter  upon the  request of the
          Company, resign from office as a director of the Company and all other
          offices  held by him in any other Group  Company and should he fail to
          do so the Company is hereby  irrevocably  authorized  to appoint  some
          person in his name and on his behalf to sign and do any  documents  or
          things necessary or desirable to give effect thereto; and

     (iii)the  Company  shall be  entitled  to deduct from any monies due to the
          Executive  any sums due from the Executive to the Company or any other
          Group Company.

RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

12.  (A)  The  Executive  hereby  agrees  with  the  Company that in addition to
          the other terms of and  restrictions  contained in this  Agreement and
          without  prejudice to other  restrictions  imposed upon him by law, he
          will not without the prior written consent of the Company for a period
          of twelve (12) months  commencing with the date of termination of this
          Agreement,  howsoever the termination  shall be occasioned,  either on
          his own behalf or for any other person, firm or organization:-

          (i)  be  directly  or  indirectly  engaged  in or  concerned  with any
               business  which shall be in  competition  with,  in  countries in
               which  operations are carried on or interests held by, any of the
               upstream,  downstream  or chemicals  businesses of the Company or
               any  other  Group  Company  at the  date of  termination  of this
               Agreement  provided  that this  provision  shall not restrict the
               Executive   from  holding  or  acquiring  by  way  of  bona  fide
               investment  only,  investments  whether  or not  listed or quoted
               representing  not  more  than  five  percent  (5%) of the  issued
               investments of any class of any one company;

          (ii) directly or  indirectly  solicit or endeavour to entice away from
               the  Company  or  any  Group  Company  any  person  who is to his
               knowledge an employee, director or officer of such Company at the
               date of termination of this Agreement.









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<PAGE>
     (B)  While the  restrictions  contained in this Clause 12 and  elsewhere in
          this  Agreement are  considered by the parties to be reasonable in all
          the  circumstances,  it is  agreed  that  if such  restrictions  taken
          together  shall be adjudged to go beyond what is reasonable in all the
          circumstances  for the  protection of the interests of the Company but
          would be adjudged  reasonable if part or parts of the wording  thereof
          were  deleted then the said  restrictions  shall apply with such words
          deleted.

DIRECTORSHIPS

13.  (A)  Without   prejudice  to   any  other  rights  and  obligations  of the
          Executive  under this  Agreement,  the  Executive's  appointment  as a
          Managing Director will be determined if he for any reason ceases to be
          a director of the Company and the Executive undertakes in the event of
          his appointment as a Managing  Director being terminated to tender his
          resignation from the Board of Directors.

     (B)  Notwithstanding any other provisions in this Agreement the Executive's
          appointment  as a director of the  Company or any other Group  Company
          shall be subject to the Articles of  Association  from time to time of
          the relevant company.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

14.  The Company shall maintain insurance in respect of directors' and officers'
     liabilities in such manner,  for such a period,  and on such terms,  as may
     from time to time be determined by the Board of Directors.

REORGANISATION

15.  If the Company shall undergo any process of  reconstruction or amalgamation
     (including an administrative  reorganization)  whether or not involving the
     liquidation of the Company and the Executive shall be offered employment by
     the  successor  or  proposed  successor  to the  Company or any other Group
     Company on terms no less  favourable  overall to those under this Agreement
     but the  Executive  shall have failed to accept  such offer  within one (1)
     month,  then the Company may terminate  this Agreement  forthwith.  In such
     event,  the  Executive  shall have no claim for  compensation  against  the
     Company  in  respect  of  such  termination  save  as  provided  under  the
     provisions of the Employment Protection (Consolidation) Act 1978.









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STATUTORY PARTICULARS

16.  The written particulars of employment required to be given to the Executive
     under the provisions of Part I of the Employment Protection (Consolidation)
     Act 1978 are,  unless  otherwise  previously  set out above,  stated in the
     Schedule attached (which shall be deemed to form part of this Agreement).

MISCELLANEOUS

17.  (A)  This  Agreement  shall not be  assignable by the Executive and may
          only be modified by the written agreement of the parties hereto.

     (B)  The  Company  reserves  the right to pay  compensation  in lieu of any
          notice of  termination  of  appointment  which it is  required to give
          under this Agreement.

     (C)  This Agreement shall be governed by and interpreted in accordance with
          the laws of England.

IN WITNESS whereof this document has been executed as a Deed on the day and year
first above written.

The Common Seal of                               )
THE BRITISH PETROLEUM COMPANY p.l.c.             )
was hereunto affixed                             )
in accordance with its                           )
Articles of Association                          )
in the presence of:                              )


Director

Assistant
Secretary


SIGNED AS A DEED
by the said RODNEY FRANK CHASE

in the presence of:-

Name

Address

Occupation








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<PAGE>


                                    SCHEDULE


CONTINUOUS EMPLOYMENT


1.   The Executive's period of continuous  employment with the Company is deemed
     to have begun on November 30, 1964.

PENSIONS

2.   There is in force a  Contracting-out  certificate  in  relation  to the
     Executive's employment.


DISCIPLINARY RULES AND PROCEDURES

3.   The Executive will be notified as to the Company's  disciplinary  rules and
     procedures from time to time applicable to the Executive.

GRIEVANCE PROCEDURE

4.   If the  Executive  has any  grievance  relating  to his  employment  he
     should raise it with the Chairman of the Board of Directors.

OTHER TERMS

5.   Except as otherwise stated in the Agreement (including this Schedule) there
     are no other terms or conditions of  employment  relating to  remuneration,
     hours of work,  normal  working hours,  entitlement to holidays  (including
     public  holidays and holiday pay),  incapacity  for work due to sickness or
     injury or to pensions or pension schemes.









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<PAGE>
DATED August 7, 2000




                          BP EXPLORATION (ALASKA) INC.


                                       and


                                BYRON ELMER GROTE





                              EMPLOYMENT AGREEMENT















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<PAGE>
                                    CONTENTS


CLAUSE                                                                 PAGE
1.     Employment                                                         1
2.     Term                                                               1
3.     Salary                                                             1
4.     Termination of Employment                                          1
5.     Benefits                                                           2
6.     General                                                            2









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<PAGE>
THIS AGREEMENT is made on August 7, 2000 BETWEEN:

(1)  BP  EXPLORATION  (ALASKA)  INC. a Delaware  corporation  of 900 East Benson
     Boulevard, Anchorage, Alaska 99508 (the `Company'); and

(2)  BYRON ELMER GROTE of Flat 22, Millers Wharf House, 78 St.  Katherine's Way,
     London El 9YU (the `Executive')

IT IS AGREED as follows:

1.   EMPLOYMENT

     The Company shall employ the Executive and the Executive  shall be employed
     as a senior executive of the Company on the terms set out in this Agreement
     (the `Employment').

2.   TERM

     The Employment  will take effect from 3rd August,  2000. The period of time
     during which Executive is employed by the Company under this Agreement will
     be referred to herein as the `Term'.

3.   SALARY

     The Company shall pay to the Executive a salary at the rate of $540,000 per
     annum, (less applicable deductions).

4.   TERMINATION OF EMPLOYMENT

4.1  Unless  previously  terminated  in  accordance  with  this  agreement,  the
     Employment  may be  terminated  at any time by either  party  giving to the
     other one year's notice in writing.

4.2  The Company may terminate the Employment for cause with immediate effect.

4.3  The Employment  shall in any event  terminate  automatically  on 8th March,
     2008.

4.4  Nothing  contained herein limits the Company's rights to suspend any of the
     Executive's duties and powers under this Agreement.

4.5  For the purpose of this agreement `cause' shall mean that the Executive:

     (i)  commits an act  constituting a misdemeanour  involving moral turpitude
          or a  felony  under  the laws of the  United  States  or any  state or
          political subdivision thereof;

     (ii) commits  an  act  constituting  a  breach  of  fiduciary  duty,  gross
          negligence or willful misconduct;

     (iii)engages in conduct that violates the Company's  policies or procedures
          or the standing of the Company or any of its affiliates;











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     (iv) commits  an act of  fraud,  dishonesty  or  misrepresentation  that is
          detrimental to the business,  reputation,  character of the Company or
          any of its affiliates;

     (v)  engages in a conflict of interest or self-dealing; or

     (vi) breaches his obligations as set forth in this agreement or he fails to
          perform  his duties as an  employee  of the  Company  (including  as a
          result of his death or permanent  disability  whereby the Executive is
          unable to  perform  the  essential  functions  of his job for four (4)
          consecutive months).

5.   BENEFITS

     The Executive shall be entitled to participate in such benefit plans as the
     Company may from time to time provide in respect of him, such participation
     to be on the terms or subject to the rules or the Company's policies as may
     apply to such benefits from time to time.

6.   GENERAL

6.1  Each of the provisions in this agreement shall be enforceable independently
     of each of the others and its validity  shall not be affected if any of the
     others is invalid.  If any of the  provisions of this agreement is void but
     would be valid if some  part of the  clause  were  deleted,  the  clause in
     question shall apply with such  modification as may be necessary to make it
     valid.

6.2  During the Employment the Executive will be bound by the Company's policies
     and procedures applicable to employees.

6.3  This  agreement  shall be governed by and construed in accordance  with the
     laws of the State of Delaware.

6.4  As from the  effective  date of the  Employment  all  other  agreements  or
     arrangements between the Executive and the Company or any of its affiliates
     relating to the employment of the Executive  will cease to have effect.  It
     is  acknowledged  and agreed that the Company has no  liability to make any
     payments to the Executive  other than salary and benefits  earned up to the
     effective date of the Employment. In particular, it is confirmed and agreed
     that the Company has no liability to make any payments to the  Executive on
     the termination of his previous service agreements

6.5  This Agreement contains the entire  understanding of the parties and may be
     modified only in a document signed by the parties and referring  explicitly
     hereto.

AS WITNESS the hands of the Executive and of a duly authorized representative of
the Company on the date which appears first on page 1.


SIGNED by                               )
BP EXPLORATION (ALASKA) INC.            )
in the presence of                      )


SIGNED by
BYRON ELMER GROTE
in the presence of








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<PAGE>


                                Byron Elmer Grote
                          Flat 22, Millers Wharf House
                             78, St Katherine's Way
                                  London El 9YU


 August 2, 2000


BP Exploration (Alaska) Inc.
900 East Benson Boulevard
Anchorage
Alaska 99508
USA


Dear Sirs,

I hereby confirm that as a term of my secondment to BP Amoco plc (`the Company')
that I am  bound  by and  will  comply  with the  Company's  General  Terms  and
Conditions of Employment on Executive Expatriate  Secondment (a copy of which is
attached) during the secondment.

Yours sincerely




B.E. Grote

                                      Enc.








Page 46
<PAGE>
                          GENERAL TERMS AND CONDITIONS
                                  OF EMPLOYMENT
                       ON EXECUTIVE EXPATRIATE SECONDMENTS
                         APPLICABLE TO BYRON ELMER GROTE








Page 47
<PAGE>
                                TABLE OF CONTENTS

CLAUSE                                                                PAGE

1.    Interpretation                                                     1
2.    Duties                                                             1
3.    Place of Work of the Secondee                                      2
4.    Resettlement                                                       2
5.    Incentives                                                         3
6.    Travelling Expenses                                                3
7.    Car                                                                3
8.    Benefits                                                           3
9.    Vacation                                                           3
10.   Confidential Information                                           3
II.   Intellectual Property                                              4
12.   Termination of Secondment                                          5
13.   General                                                            5
14.   Notices                                                            6








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GENERAL TERMS AND CONDITIONS ON EXPATRIATE EXECUTIVE SECONDMENTS

1.   INTERPRETATION

(1)  In these terms and conditions:

     `Secondment'  means the  secondment  of the Secondee by a Group  Company to
     another Group Company;

     `Secondee' means Byron Elmer Grote;

     `Company' means: BP Amoco plc;

     `CEO' means the group chief  executive  of the Company and it includes  his
     delegate or delegates where the chief  executive  officer has delegated his
     authority  to manage the Secondee or the business of the Group in which the
     Secondee is performing his duties;

     `Group'  means the Company and its  subsidiaries,  affiliates,  parents and
     related  entities for the time being and `Group  Company'  means any one of
     them;

     `Working Day' means a day other than a Saturday, Sunday or Company holiday;

(2)  References  in  these  terms  and  conditions  to a person  include  a body
     corporate and an unincorporated  association of persons and references to a
     company include any body corporate.

(3)  Any  reference  in these  terms and  conditions  to a  statutory  provision
     includes any  statutory  modification  or  re-enactment  of it for the time
     being in force.

(4)  Where  appropriate,   references  to  the  Secondee  include  his  personal
     representatives.

2.   DUTIES

(1)  The  Secondee  shall use his best  endeavours  to promote  and  protect the
     interests of the Group and shall not do anything  which is harmful to those
     interests.

(2)  The  Secondee  shall  diligently  and  faithfully  perform  such duties and
     exercise  such  powers as may from time to time be assigned to or vested in
     him in relation to the conduct and  management  of the affairs of the Group
     by the CEO.  The CEO may also suspend all or any of the  Secondee's  duties
     and powers for such  periods  and on such terms as he  considers  expedient
     (including  a term  that the  Secondee  shall not  attend at the  Company's
     premises).

(3)  The Secondee shall give to the CEO such  information  regarding the affairs
     of the  Group  as he  shall  require  and  shall  comply  with  all  proper
     instructions of the CEO.

(4)  The Secondee  shall have the power and the  authority to act in  accordance
     with the instructions of and within the limits prescribed by the CEO.









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<PAGE>
(5)  The  Secondee  shall  comply  with all codes of  conduct  from time to time
     adopted by the Company and with all applicable  laws, rules and regulations
     applicable to the Company.

(6)  The Secondee shall (unless  prevented by sickness,  disability or otherwise
     directed by the CEO) devote the whole of his time  during  normal  business
     hours to his duties  under  those  General  Terms and  Conditions  and such
     additional time as is necessary for the proper fulfilment of those duties.

(7)  The Secondee's salary shall be inclusive of any fees receivable by him as a
     director of any Group Company and if the Secondee receives any such fees in
     addition to his salary he shall pay them to the Company.

(8)  The Secondee shall not accept any  appointment to any office in relation to
     any  body,  whether  corporate  or not,  (other  than a Group  Company)  or
     directly or indirectly  be  interested in any manner in any other  business
     except:

     (a)  as holder or beneficial  owner (for  investment  purposes only) of any
          class of  securities  in a company if those  securities  are  publicly
          traded  on a  recognized  investment  exchange  and  if  the  Secondee
          (together  with his  spouse,  children,  parents and  parents'  issue)
          neither  holds nor is  beneficially  interested  in more than five per
          cent, of the securities of that class; or

     (b)  with the consent in writing of the Company  which may be given subject
          to any terms or conditions which the Company requires.

3.   PLACE OF WORK OF THE SECONDEE

     The  Secondee's  duties  shall relate  primarily to the United  Kingdom but
     shall extend to travel abroad when required by the Company.

4.   RESETTLEMENT

(1)  The Secondee  shall be entitled to relocation  assistance in respect of the
     costs of moving from his home base to the overseas location at which he has
     accepted an appointment.  The amount of such assistance shall be determined
     in accordance  with the  Company's  policies from time to time and shall be
     subject to the terms of such policies.

(2)  Until the date falling two months after the  termination of the Secondment,
     or  the  third  anniversary  of  the  Seeondee's   expatriate   appointment
     (whichever is the sooner) the Secondee  shall be entitled to a resettlement
     allowance (the `Resettlement  Allowance') of $410,000 per annum. This is in
     place of the  benefits  provided  by the  Group  including  the  Secondee's
     Foreign  Services  Premium,  Cost  of  Living  Adjustment,  Home  Add-Backs
     Allowance, Housing and Utilities Allowance, Home Leave Travel Allowance and
     Council Tax Allowance.

(3)  The   Resettlement   Allowance  shall  not  form  part  of  the  Secondee's
     pensionable  salary and shall not be taken into account in determining  the
     Secondee's pension benefits or his rights under any incentive plan or other
     benefit in which he participates or to which he is entitled.









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(4)  In addition to the Resettlement Allowance the Secondee shall be entitled to
     the costs of repatriation at the end of his assignment (to be determined in
     accordance  with  and  subject  to the  Company's  policies  at the time of
     resettlement),  educational  assistance,  medical  benefits  and such other
     benefits as may be notified to him from time to time by the Company.

5.   INCENTIVES

     The  Secondee  agrees  that his  participation  in any  bonus or  incentive
     arrangements shall be at the Company's sole discretion;  that he is subject
     to the  Company's  procedures  as  notified  to him  from  time to time for
     setting and assessing any bonus or incentive  payments,  if any,  under any
     scheme in which he participates.

6.   TRAVELLIING EXPENSES

     The Company shall reimburse the Secondee (on production of such evidence as
     it may reasonably  require) the amount of all travelling and other expenses
     properly and reasonably incurred by him in the discharge of his duties.

7.   CAR

(1)  The Company shall provide the Secondee with a car appropriate to his status
     for  his  use  in  the  performance  of  his  duties  and,  subject  to any
     restrictions  or conditions  from time to time imposed by the Company,  the
     Secondee may use the car for his private purposes.

(2)  The Company shall pay all normal servicing,  insurance and running expenses
     in relation to the car and all fuel  expenses  incurred by the  Secondee in
     the performance of his duties.

(3)  The  Secondee  shall take good care of the car and shall  observe the terms
     and conditions of the insurance  policy relating to it and the terms of the
     Company's car policy from time to time.

8.   BENEFITS

     The Secondee  shall be entitled to participate in such benefit plans as the
     Company may from time to time notify to him such participation to be on the
     terms or subject  to the rules or the  Company's  policies  as may apply to
     such benefits from time to time.

9.   VACATION

(1)  The Secondee  shall take his vacation  entitlement at times agreed with the
     Company.

(2)  Any  entitlement to vacation  remaining at the end of any calendar year may
     be  carried  forward  to  the  next  calendar  year  but  no  further.  The
     entitlement  to vacation (and on  termination  of employment to accrued but
     unused   vacation)   accrues  pro  rata   throughout   each  calendar  year
     (disregarding fractions of days).









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10.  CONFIDENTIAL INFORMATION

(1)  The Secondee shall not make use of or divulge to any person,  and shall use
     his best  endeavours to prevent the use,  publication or disclosure of, any
     information of a confidential or secret nature:

     (a)  concerning  the business of the Company or any Group Company and which
          comes to his knowledge  during the course of or in connection with his
          employment  or his holding any office within the Group from any source
          within the Company or any Group Company: or

     (b)  concerning the business of any person having dealings with the Company
          or any Group  Company and which is obtained  directly or indirectly in
          circumstances  in which the Company or any Group Company is subject to
          a duty of confidentiality in relation to that information.

(2)  This clause shall not apply to information which is:

     (a)  used or disclosed in the proper  performance of the Secondee's  duties
          or with the prior written consent of the Company; or

     (b)  ordered  to be  disclosed  by a court  of  competent  jurisdiction  or
          otherwise required to be disclosed by law.

(3)  This clause shall continue to apply after the termination of the Secondment
     without limit of time.

(4)  Each of the  restrictions  in each  paragraph or  subclause  above shall be
     enforceable  independently of each of the others and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

11.  INTELLECTUAL PROPERTY

(1)  In this clause  `Intellectual  Property  Right'  means a formula,  process,
     invention,  improvement,  utility model, trade mark, service mark, business
     name, copyright,  design right, patent,  know-how,  trade secret,  program,
     documentation, other copyrightable work and any other intellectual property
     right of any nature whatsoever  throughout the world (whether registered or
     unregistered  and  including all  applications  and rights to apply for the
     same) which:

     (a)  relates to or is useful in connection with the business or any product
          or service of a Group Company; and

     (b)  is invented,  developed,  created or acquired by the Secondee (whether
          alone or  jointly  with any other  person)  during  the  period of his
          employment with the Group (`the Employment').

(2)  Any  Intellectual  Property  Right  that the  Secondee  creates or works on
     during the  Employment  are works made `for hire' for purposes of copyright
     laws. Any copyright rights in those works are owned by the Company,  not by
     the Secondee.









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(3)  The Secondee shall  promptly  communicate in confidence to the Company full
     particulars of any Intellectual Property Right (whether or not it is vested
     in the  Company  pursuant  to  subclause  (2) above or  otherwise)  and the
     Secondee shall not use,  disclose to any person or exploit any Intellectual
     Property Right  belonging to the Company  without the prior written consent
     of the Company.

(4)  The Secondee shall, at the request and expense of the Company,  prepare and
     execute  such  instruments  and do such  other  acts and  things  as may be
     necessary  or  desirable to enable the Company or its nominee to obtain the
     protection of any Intellectual Property Right vested in the Company in such
     parts of the world as may be specified by the Company or its nominee and to
     enable the Company to exploit any Intellectual Property Right vested in the
     Company to best advantage.

(5)  These obligations of the Secondee  regarding  Intellectual  Property as set
     forth  above  shall  continue  to  apply  after  the   termination  of  the
     Employment.  Each of those obligations is enforceable independently of each
     of the others and its  validity  shall not be affected if any of the others
     is unenforceable to any extent.

12.  TERMINATION OF SECONDMENT

(1)  If the  Secondee is appointed as a director or officer of the Company or of
     any Group  Company and the  Secondee  ceases to be a director or officer of
     the Company or of that Group Company (for any reason whatsoever) that shall
     not terminate the Secondment.

(2)  The Secondment shall terminate  automatically on the date that the Secondee
     gives,  or is given,  notice of termination of employment and shall, in any
     event, terminate automatically on 8th January 2008.

(3)  On the  termination  of  the  Secondment  in any  way  the  Secondee  shall
     immediately:

     (a)  return  the car and its keys to the  Company at such place as it shall
          nominate for the purpose; and

     (b)  deliver to the Company's Group Human Resources Department all property
          in his possession, custody or under his control belonging to any Group
          Company  including  (but not limited to)  business  cards,  credit and
          charge  cards,  security  and  computer  passes,   original  and  copy
          documents  or  other  media  on  which  information  is  held  in  his
          possession  relating to the business or affairs of any Group  Company;
          and

     (c)  resign all offices held by him in any Group Company (without prejudice
          to the  rights  of any party  arising  out of the  termination  of the
          Secondment).

(4)  The  Secondee  hereby  authorizes  the  Company to deduct  from any amounts
     payable by the Company or the Group to the Secondee on the  termination  of
     the  Secondment  any sums due to the Company or the Group from the Secondee
     as permitted by law.







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(5)  With effect from the date of termination of the Secondment,  all the rights
     and  obligations  of the  parties  shall  cease  except for those which are
     expressed to continue  after that date and except in relation to any breach
     of any  provision  of these  terms and  conditions  or any other  agreement
     between the Company and the Secondee  before that date.  Termination of the
     Secondment shall not prejudice any other rights of the Company.

13.  GENERAL

(1)  These terms and conditions shall be governed by and construed in accordance
     with the laws of the United Kingdom.

(2)  In the event of any conflict  between  these terms and  conditions  and the
     provisions  of any  other  agreement  between  the  Secondee  and any Group
     Company, these terms and conditions shall prevail.

14.  NOTICES

(1)  Any notice or other  document to be served under any agreement  between the
     Company and the Secondee  may, in the case of the Company,  be delivered by
     hand or sent by  first  class  mail or telex or  facsimile  process  to the
     Company at its registered office for the time being and, in the case of the
     Secondee,  may be delivered to him or sent by first class mail to his usual
     or last known place of residence.

(2)  Any such notice or other document shall be deemed to have been served:

     (a)  if delivered, at the time of delivery;

     (b)  if mail, at 10.00 a.m. on the second Working Day after it was put into
          the mail; or

     (c)  if sent by telex or facsimile process,  at the expiration of two hours
          after the time of  dispatch,  if  dispatched  before  3.00 p.m. on any
          Working  Day,  and in any other case at 10.00 a.m.  on the Working Day
          following the date of dispatch.

(3)  In proving such service it shall be  sufficient  to prove that delivery was
     made or that the  envelope  containing  such notice or other  document  was
     properly  addressed and posted as a pre-paid first class letter or that the
     telex or facsimile  message was properly  addressed  and  dispatched as the
     case may be.









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                               DATED JANUARY 2003





                                    BP p.l.c.


                                       and



                              Anthony Bryan Hayward




                            ------------------------

                                SERVICE AGREEMENT
                            ------------------------












                                  ALLEN & OVERY

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<PAGE>

THIS AGREEMENT is made on       January 2003

BETWEEN:

(1)  BP p.l.c.  (registered  number 102498) whose  registered  office is at 1 St
     James's Square, London SW1Y 4PD (the "Company"); and

(2)  Anthony Bryan Hayward c/o BP p.l.c,  1 St James's  Square,  London SW1Y 4PD
     (the "Executive")

IT IS AGREED as follows:

1.   Employment

     The Company shall continue to employ the Executive and the Executive  shall
     assume the  position of a Senior  Executive of the Company on the terms set
     out in this agreement (the  "Employment").  The Employment in this position
     shall take effect from 1 February 2003.

2.   Salary

(1)  The   Company   shall   pay  to  the   Executive   a  salary  at  the  rate
     of(pound)400,000 per annum.

(2)  The  Executive's  salary  shall  be  reviewed  at  the  discretion  of  the
     Remuneration Committee.

(3)  The Executive's salary shall accrue from day to day and be payable by equal
     instalments in arrears on the last day of every month.

3.   Pensions

     The  Executive  is  entitled  to  continue to be a member of The BP Pension
     Scheme  (the  "Pension  Scheme")  subject to its terms.  The  Executive  is
     entitled  to  benefits  under the  Pension  Scheme in  accordance  with the
     separate  arrangements  made  between the  Company and the  trustees of the
     Pension Scheme for the benefit of the Executive and as notified to him from
     time to time by the Company.

4.   Termination of Employment

(1)  The Company or the Executive may terminate the  Employment by giving to the
     other party at least 12 months' notice in writing expiring at any time.

(2)  The Employment will automatically  terminate (if not already terminated) on
     the day before the Executive's 60th birthday.

(3)  The Company may at any time terminate the Employment with immediate  effect
     by giving  notice in writing  to the  Executive  on terms that the  Company
     shall pay to the  Executive,  in lieu of the  remainder  of the term of the
     Employment  or, as the case may be, notice under  subclause  (1) above,  an
     amount  equal to 12 months'  salary or the amount of salary that would have
     been paid to the  Executive if the  Employment  terminated on the expiry of
     the remainder of any notice given under subclause (1) above as the case may
     be  provided  that the  Executive's  entitlement  to the  payment  shall be
     conditional  on him agreeing to comply with his  obligations to the Company
     following the  termination of the Employment  (which  include,  but without
     limiting the  generality  of the foregoing  his  obligations  not to use or
     disclose the Company's or the Group's  confidential  information  under the
     General Terms and Conditions of Employment).

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<PAGE>

(4)  The  Company  may  in  circumstances   where  the  Remuneration   Committee
     reasonably  deems it to be in the Company's  best  interests  elect that in
     place of a lump sum payment in lieu of notice  under  sub-clause  (3) above
     the Company will pay the  Executive in lieu of notice in a series of staged
     payments at the time or times that the  Executive  would have been paid had
     he been  employed  during the period of notice or  remainder of such period
     given under sub-clause (1) above.

(5)  Subclause (1) above does not limit the  Company's  rights to suspend any of
     the Executive's duties and powers under this agreement or the General Terms
     and Conditions of Employment. In addition or alternatively, the Company may
     during the whole or any part of any period of notice  require the Executive
     to perform duties  (including any modified  duties arising from an exercise
     by the Company of its rights  under the  General  Terms and  Conditions  of
     Employment)  at such  locations  as the  Company  may  reasonably  require.
     Throughout any such period of suspension the  Executive's  salary and other
     benefits to which he is entitled under this agreement  shall continue to be
     paid or provided by the Company.

5.   General

(1)  Each of the provisions in this agreement shall be enforceable independently
     of each of the others and its validity  shall not be affected if any of the
     others is invalid.  If any of the  provisions of this agreement is void but
     would be valid if some  part of the  clause  were  deleted,  the  clause in
     question shall apply with such  modification as may be necessary to make it
     valid.

(2)  The  General  Terms  and  Conditions  of  Employment  (a copy of which  are
     attached to this agreement) as amended by the  Remuneration  Committee from
     time to time shall form part of the  Executive's  terms and  conditions  of
     employment  and the  definitions  and  other  provisions  contained  in the
     interpretation  clause in the General  Terms and  Conditions  of Employment
     shall apply to this agreement.

(3)  The terms set out in the Schedule in accordance  with the  requirements  of
     the Employment Rights Act 1996 form part of this agreement.

(4)  As from the  effective  date of the  Employment  all  other  agreements  or
     arrangements  between the Executive  and any Group Company  relating to the
     employment of the Executive shall cease to have effect.

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(5)  This  agreement  shall be  governed by and  construed  in  accordance  with
     English law.

AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.


SIGNED by JOHN BROWNE                        )
on behalf of BP p.l.c.                       )
in the presence of:                          )





SIGNED by                                    )
ANTHONY B HAYWARD                            )
in the presence of:                          )

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                                  THE SCHEDULE

The following  constitutes  the statement of the  particulars of the Executive's
employment  issued  pursuant to the Employment  Rights Act 1996. The particulars
are those which apply on the date of this agreement:

     Name of employer - the Company as defined on page 1 above.

     Name of employee - the Executive as defined on page 1 above.

     Date of commencement of employment - see clause 1.

     Date of commencement of continuous period of employment - 25 January 1982.

     Scale or rate of remuneration  or method of calculating  remuneration - see
     clause 2.

     Intervals at which remuneration is paid - monthly - see clause 2.

     Hours  of work - there  are no fixed  hours of work - see also the  General
     Terms and Conditions of Employment.

     Holidays  (including public holidays) and holiday pay - the Executive shall
     be entitled to 28 Working Days' holiday with pay in every calendar year. In
     addition see the General Terms and Conditions of Employment.

     Sickness or injury and sick pay - see the General  Terms and  Conditions of
     Employment.

     Pension - see clause 3. A contracting out certificate within the meaning of
     Part III of the Pension Schemes Act 1993 is in force.

     Notice - see clause 4.

     Job title - Senior Executive.

     Place of work - the duties of the Employment relate primarily to the United
     Kingdom.  The Executive shall be based at the Group's  Headquarters,  which
     for the time being are at the employer's address as stated on page 1 above.

     Collective  agreements  - the  Company  is not a  party  to any  collective
     agreement which affects the Executive's employment.

     Working  overseas  - the  Executive  is not  under any  obligation  to work
     overseas  for  periods  exceeding  one month and  accordingly  there are no
     particulars to be entered in this regard.

Discipline  and grievance  procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.

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<PAGE>




                      ------------------------------------

                          GENERAL TERMS AND CONDITIONS
                                  OF EMPLOYMENT
                            ON EXECUTIVE APPOINTMENTS
                      ------------------------------------


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<PAGE>
GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS

1.   Interpretation

(1)  In these terms and conditions:

     "Employment" means the employment of the Executive by the Company under the
     terms of a service agreement between the Executive and the Company;

     "Associated Company" means:

     (a)  a company  which is not a  Subsidiary  of the Company but whose issued
          equity share  capital (as defined in section 744 of the  Companies Act
          1985) is owned as to at least 20 per cent.  by the  Company  or one of
          its Subsidiaries; and

     (b)  a Subsidiary of a company within (a) above;

     "CEO" means the chief executive  officer of the Company and it includes his
     delegate or delegates where the chief  executive  officer has delegated his
     authority to manage the Executive or the business of the Group in which the
     Executive is performing his duties;

     "Group" means the Company and its subsidiaries and Associated Companies for
     the time being and "Group Company" means any one of them;

     "Recognised  Investment Exchange" has the same meaning as in section 207 of
     the Financial Services Act 1986;

     "Remuneration  Committee" means the remuneration  committee of the board of
     directors of the Company;

     "Subsidiary"  means a  subsidiary  within the meaning of section 736 of the
     Companies Act 1985; and

     "Working  Day" means a day other than a  Saturday,  Sunday or bank or other
     public  holiday in England  (or if the  Executive  works on a bank or other
     public holiday a day's holiday taken in lieu of that holiday).

(2)  References  in  these  terms  and  conditions  to a person  include  a body
     corporate and an unincorporated  association of persons and references to a
     company include any body corporate.

(3)  Any  reference  in these  terms and  conditions  to a  statutory  provision
     includes any  statutory  modification  or  re-enactment  of it for the time
     being in force.

(4)  Subclauses (1) to (3) above apply unless the contrary intention appears.

(5)  The   headings  in  these  terms  and   conditions   do  not  affect  their
     interpretation.

(6)  Where  appropriate,  references  to  the  Executive  include  his  personal
     representatives.


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2.   Duties

(1)  The  Executive  shall use his best  endeavours  to promote  and protect the
     interests of the Group and shall not do anything  which is harmful to those
     interests.

(2)  The  Executive  shall  diligently  and  faithfully  perform such duties and
     exercise  such  powers as may from time to time be assigned to or vested in
     him in relation to the conduct and  management  of the affairs of the Group
     by the CEO. The CEO may also suspend all or any of the  Executive's  duties
     and powers for such  periods  and on such terms as he  considers  expedient
     (including  a term that the  Executive  shall not  attend at the  Company's
     premises).

(3)  The Executive shall give to the CEO such information  regarding the affairs
     of the  Group  as he  shall  require  and  shall  comply  with  all  proper
     instructions of the CEO.

(4)  The  Executive  shall have the power and the authority to act in accordance
     with the instructions of and within the limits prescribed by the CEO.

(5)  The  Executive  shall  comply  with all codes of conduct  from time to time
     adopted by the Company or notified to him and with all applicable rules and
     regulations of the London Stock Exchange including (without limitation) the
     model code on directors' dealings in securities.

(6)  The  Executive  shall  (unless  prevented  by  ill-health  or  accident  or
     otherwise  directed by the CEO) devote the whole of his time during  normal
     business hours to the duties of the Employment and such  additional time as
     is necessary for the proper fulfilment of those duties.

(7)  The Executive's  salary shall be inclusive of any fees receivable by him as
     a director of any Group Company and if the Executive receives any such fees
     in addition to his salary he shall pay them to the Company.

(8)  The Executive shall not accept any appointment to any office in relation to
     any  body,  whether  corporate  or not,  (other  than a Group  Company)  or
     directly or indirectly  be  interested in any manner in any other  business
     except:

     (a)  as holder or beneficial  owner (for  investment  purposes only) of any
          class of  securities  in a company if those  securities  are listed or
          dealt in on a  Recognised  Investment  Exchange  and if the  Executive
          (together  with his  spouse,  children,  parents and  parents'  issue)
          neither  holds nor is  beneficially  interested  in more than five per
          cent. of the securities of that class; or

     (b)  with the  consent in writing of the CEO which may be given  subject to
          any terms or conditions which the Chairman may require.

3.   PLACE OF WORK of THE Executive

     The duties of the Employment  shall relate  primarily to the United Kingdom
     at such places as the CEO may from time to time require but shall extend to
     travel abroad when required by the CEO.


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4.   INCENTIVES

     The  Executive  agrees  that his  participation  in any bonus or  incentive
     arrangements shall be at the Remuneration Committee's sole discretion; that
     he is subject to the  procedures  as  notified to him from time to time for
     setting and assessing any bonus or incentive  payments  under any scheme in
     which he participates;  and that he is subject to the procedures for making
     any  payments  that  may be due to him  under  the  terms  of any  bonus or
     incentive scheme in which he participates.

5.   Travelling expenses

     The Company shall  reimburse the Executive (on  production of such evidence
     as it may  reasonably  require)  the  amount  of all  travelling  and other
     expenses  properly and  reasonably  incurred by him in the discharge of his
     duties.

6.   Car

(1)  The Company  shall  provide the  Executive  with a car  appropriate  to his
     status for his use in the  performance  of his duties  and,  subject to any
     restrictions  or conditions  from time to time imposed by the Company,  the
     Executive may use the car for his private purposes.

(2)  The Company shall pay all normal servicing,  insurance and running expenses
     in relation to the car and all fuel  expenses  incurred by the Executive in
     the performance of his duties.

(3)  The  Executive  shall take good care of the car and shall observe the terms
     and conditions of the insurance  policy relating to it and the terms of the
     Company's car policy from time to time.

7.   Pensions

     The  Executive  is entitled to become or as the case may be remain a member
     of the BP Pension Scheme (the "Pension  Scheme")  subject to its terms. The
     full terms are set out in the trust deeds and rules  governing  the Pension
     Scheme;  copies  of those  documents  are  available  to the  Executive  on
     request.   The  Company  shall  deduct  from  the  Executive's  salary  any
     contributions payable by him from time to time to the Pension Scheme or any
     other pension scheme of the Group of which he becomes a member.

8.   Medical and sickness

(1)  The Company may from time to time require the Executive to be examined by a
     medical adviser nominated by the Company and the Executive  consents to the
     medical adviser  disclosing the results of the examination to the Company's
     medical  adviser and shall provide the Company with such formal consents as
     may be necessary for this purpose.

(2)  The Executive  shall be paid in full during any period of absence from work
     due to sickness  or injury of 120  Working  Days and at the rate of half of
     his  salary  for a  further  period  of 120  Working  Days  subject  to the
     provisions of clause 13 and to the production of satisfactory evidence from
     a registered  medical  practitioner  in respect of any period of absence in
     excess of five  consecutive  Working  Days.  The periods  during  which the
     Executive  receives  payment may be  extended by the CEO in his  discretion
     following  consultation with the Company's medical adviser. The Executive's
     salary  during any period of absence  due to  sickness  or injury  shall be
     inclusive of any statutory sick pay to which he is entitled and the Company
     may deduct  from his salary the amount of any social  security  benefits he
     may be entitled to receive.


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(3)  If the Executive is incapable of performing  his duties by reason of injury
     sustained wholly or partly as a result of negligence, nuisance or breach of
     any statutory duty on the part of a third party and the Executive  recovers
     any  amount by way of  compensation  for loss of  earnings  from that third
     party, he shall pay to the Company a sum equal to the amount  recovered or,
     if less, the amount paid to him by the Company under subclause (2) above in
     respect of the relevant period of absence as a result of that injury.

9.   Holidays

(1)  The Executive  shall take his holiday  entitlement at times agreed with the
     CEO.

(2)  Any entitlement to holiday remaining at the end of any calendar year may be
     carried  forward to the next calendar year but no further.  The entitlement
     to holiday  (and on  termination  of  employment  to holiday pay in lieu of
     holiday)  accrues pro rata  throughout  each  calendar  year  (disregarding
     fractions of days).

10.  Confidential information

(1)  The Executive shall not make use of or divulge to any person, and shall use
     his best  endeavours to prevent the use,  publication or disclosure of, any
     information of a confidential or secret nature:

     (a)  concerning  the business of the Company or any Group Company and which
          comes to his knowledge  during the course of or in connection with his
          employment  or his holding any office within the Group from any source
          within the Company or any Group Company: or

     (b)  concerning the business of any person having dealings with the Company
          or any Group  Company and which is obtained  directly or indirectly in
          circumstances  in which the Company or any Group Company is subject to
          a duty of confidentiality in relation to that information.

(2)  This clause shall not apply to information which is:

     (a)  used or disclosed in the proper  performance of the Executive's duties
          or with the prior written consent of the Company; or

     (b)  ordered  to be  disclosed  by a court  of  competent  jurisdiction  or
          otherwise required to be disclosed by law.

(3)  This clause shall continue to apply after the termination of the Employment
     (whether terminated lawfully or not) without limit of time.

(4)  Each of the  restrictions  in each  paragraph or  subclause  above shall be
     enforceable  independently of each of the others and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

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11.  Intellectual property

(1)  In this clause  "Intellectual  Property  Right"  means a formula,  process,
     invention,  improvement,  utility model, trade mark, service mark, business
     name, copyright, design right, patent, know-how, trade secret and any other
     intellectual  property right of any nature whatsoever  throughout the world
     (whether  registered or  unregistered  and including all  applications  and
     rights to apply for the same) which:

     (a)  relates to or is useful in connection with the business or any product
          or service of a Group Company; and

     (b)  is invented,  developed, created or acquired by the Executive (whether
          alone or  jointly  with any other  person)  during  the  period of the
          Employment.

(2)  Subject to the provisions of the Patents Act 1977,  the entire  interest of
     the  Executive in any  Intellectual  Property  Right shall,  as between the
     Executive  and the Company,  become the property of the Company as absolute
     beneficial owner without any payment to the Executive for it.

(3)  The Executive shall promptly  communicate in confidence to the Company full
     particulars of any Intellectual Property Right (whether or not it is vested
     in the  Company  pursuant  to  subclause  (2) above or  otherwise)  and the
     Executive shall not use, disclose to any person or exploit any Intellectual
     Property Right  belonging to the Company  without the prior written consent
     of the Company.

(4)  The Executive shall, at the request and expense of the Company, prepare and
     execute  such  instruments  and do such  other  acts and  things  as may be
     necessary  or  desirable to enable the Company or its nominee to obtain the
     protection of any Intellectual Property Right vested in the Company in such
     parts of the world as may be specified by the Company or its nominee and to
     enable the Company to exploit any Intellectual Property Right vested in the
     Company to best advantage.

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(5)  The  obligations of the Executive  under  subclauses (2) to (4) above shall
     continue  to  apply  after  the  termination  of  the  Employment  (whether
     terminated  lawfully  or not).  Each of those  obligations  is  enforceable
     independently  of each of the others and its validity shall not be affected
     if any of the others is unenforceable to any extent.

12.  Termination of Employment


(1)  If the Executive:

     (a)  becomes  of  unsound  mind or is,  or may be,  suffering  from  mental
          disorder and either:

          (i)  he is admitted to hospital for treatment  under the Mental Health
               Act 1983; or

          (ii) an order is made by any competent  court for his detention or for
               the  appointment of a receiver,  curator bonis or other person to
               exercise powers with respect to his property or affairs; or

     (b)  is unable  properly  to perform  his  duties by reason of  ill-health,
          accident or otherwise for a period of 12 consecutive months; or

     (c)  fails or neglects  efficiently  and diligently to discharge his duties
          or is guilty of any  serious  or  repeated  breach of his  obligations
          under this agreement (including any consent granted under it); or

     (d)  is guilty of serious  misconduct or any other conduct which affects or
          is likely to affect  prejudicially the interests of the Company or the
          Group or is  convicted  of an  arrestable  offence  (other than a road
          traffic offence for which a non-custodial penalty is imposed); or

     (e)  becomes  bankrupt or makes any  arrangement  or  composition  with his
          creditors; or

     (f)  is  disqualified  from being a director of any company by reason of an
          order made by any competent court,

     the Company may (whether or not any notice of  termination  has been given)
     by written notice to the Executive  terminate the Employment with immediate
     effect but a notice under  paragraph  (b) above may be given by the Company
     to the Executive only within 90 days after the end of any period or periods
     of disability referred to in that paragraph.

(2)  During any period of notice of termination  of the  Employment  (whether or
     not such notice has been given by the Company or the Executive) the Company
     may require the  Executive  to take any holiday to which the  Executive  is
     entitled at such time or times as the Company may decide.

(3)  If the Executive is appointed as a director or officer of the Company or of
     any Group Company and the  Executive  ceases to be a director or officer of
     the Company or of that Group Company (for any reason whatsoever) that shall
     not terminate the Employment.

(4)  On the  termination  of the  Employment  in any way  (whether  lawfully  or
     otherwise) the Executive shall immediately:

     (a)  return  the car and its keys to the  Company at such place as it shall
          nominate for the purpose; and

     (b)  deliver to the Company's Group Human Resources Department all property
          in his possession, custody or under his control belonging to any Group
          Company  including  (but not limited to)  business  cards,  credit and
          charge  cards,  security  and  computer  passes,   original  and  copy
          documents  or  other  media  on  which  information  is  held  in  his
          possession  relating to the business or affairs of any Group  Company;
          and

     (c)  resign all offices held by him in any Group Company (without prejudice
          to the  rights  of any party  arising  out of the  termination  of the
          Employment).

(5)  The  Executive  hereby  authorises  the  Company to deduct from any amounts
     payable  by  the  Company  to  the  Executive  on  the  termination  of the
     Employment any sums due to the Company from the Executive.

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(6)  With effect from the date of termination of the Employment,  all the rights
     and  obligations  of the  parties  shall  cease  except for those which are
     expressed to continue  after that date and except in relation to any breach
     of any  provision  of these  terms and  conditions  or any other  agreement
     between the Company and the Executive before that date.  Termination of the
     Employment shall not prejudice any other rights of the Company.

13.  General

     These terms and conditions shall be governed by and construed in accordance
     with English law.

14.  Notices

(1)  Any notice or other  document to be served under any agreement  between the
     Company and the Executive may, in the case of the Company,  be delivered or
     sent by first  class post or telex or  facsimile  process to the Company at
     its registered office for the time being and, in the case of the Executive,
     may be  delivered  to him or sent by first  class post to his usual or last
     known place of residence.

(2)  Any such notice or other document shall be deemed to have been served:

     (a)  if delivered, at the time of delivery;

     (b)  if posted,  at 10.00 a.m.  on the second  Working Day after it was put
          into the post; or

     (c)  if sent by telex or facsimile process,  at the expiration of two hours
          after the time of  despatch,  if  despatched  before  3.00 p.m. on any
          Working  Day,  and in any other case at 10.00 a.m.  on the Working Day
          following the date of despatch.

(3)  In proving such service it shall be  sufficient  to prove that delivery was
     made or that the  envelope  containing  such notice or other  document  was
     properly  addressed and posted as a pre-paid first class letter or that the
     telex or facsimile  message was properly  addressed  and  despatched as the
     case may be.

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                               DATED JANUARY 2003






                                    BP p.l.c.


                                       and



                             John Alexander Manzoni




                            ------------------------

                                SERVICE AGREEMENT
                            ------------------------




                                  ALLEN & OVERY

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THIS AGREEMENT is made on         January 2003

BETWEEN:

(1)  BP p.l.c.  (registered  number 102498) whose  registered  office is at 1 St
     James's Square, London SW1Y 4PD (the "Company"); and

(2)  John Alexander Manzoni c/o BP p.l.c., 1 St James's Square,  London SW1Y 4PD
     (the "Executive")

IT IS AGREED as follows:

1.   Employment

     The Company shall continue to employ the Executive and the Executive  shall
     assume the  position of a Senior  Executive of the Company on the terms set
     out in this agreement (the  "Employment").  The Employment in this position
     shall take effect from 1 February 2003.

2.   Salary

(1)  The   Company   shall   pay  to  the   Executive   a  salary  at  the  rate
     of(pound)400,000 per annum.

(2)  The  Executive's  salary  shall  be  reviewed  at  the  discretion  of  the
     Remuneration Committee.

(3)  The Executive's salary shall accrue from day to day and be payable by equal
     instalments in arrears on the last day of every month.

3.   Pensions

     The  Executive  is  entitled  to  continue to be a member of The BP Pension
     Scheme  (the  "Pension  Scheme")  subject to its terms.  The  Executive  is
     entitled  to  benefits  under the  Pension  Scheme in  accordance  with the
     separate  arrangements  made  between the  Company and the  trustees of the
     Pension Scheme for the benefit of the Executive and as notified to him from
     time to time by the Company.

4.   Termination of Employment

(1)  The Company or the Executive may terminate the  Employment by giving to the
     other party at least 12 months' notice in writing expiring at any time.

(2)  The Employment will automatically  terminate (if not already terminated) on
     the day before the Executive's 60th birthday.

(3)  The Company may at any time terminate the Employment with immediate  effect
     by giving  notice in writing  to the  Executive  on terms that the  Company
     shall pay to the  Executive,  in lieu of the  remainder  of the term of the
     Employment  or, as the case may be, notice under  subclause  (1) above,  an
     amount  equal to 12 months'  salary or the amount of salary that would have
     been paid to the  Executive if the  Employment  terminated on the expiry of
     the remainder of any notice given under subclause (1) above as the case may
     be  provided  that the  Executive's  entitlement  to the  payment  shall be
     conditional  on him agreeing to comply with his  obligations to the Company
     following the  termination of the Employment  (which  include,  but without
     limiting the  generality  of the foregoing  his  obligations  not to use or
     disclose the Company's or the Group's  confidential  information  under the
     General Terms and Conditions of Employment).

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(4)  The  Company  may  in  circumstances   where  the  Remuneration   Committee
     reasonably  deems it to be in the Company's  best  interests  elect that in
     place of a lump sum payment in lieu of notice  under  sub-clause  (3) above
     the Company will pay the  Executive in lieu of notice in a series of staged
     payments at the time or times that the  Executive  would have been paid had
     he been  employed  during the period of notice or  remainder of such period
     given under sub-clause (1) above.

(5)  Subclause (1) above does not limit the  Company's  rights to suspend any of
     the Executive's duties and powers under this agreement or the General Terms
     and Conditions of Employment. In addition or alternatively, the Company may
     during the whole or any part of any period of notice  require the Executive
     to perform duties  (including any modified  duties arising from an exercise
     by the Company of its rights  under the  General  Terms and  Conditions  of
     Employment)  at such  locations  as the  Company  may  reasonably  require.
     Throughout any such period of suspension the  Executive's  salary and other
     benefits to which he is entitled under this agreement  shall continue to be
     paid or provided by the Company.

5.   General

(1)  Each of the provisions in this agreement shall be enforceable independently
     of each of the others and its validity  shall not be affected if any of the
     others is invalid.  If any of the  provisions of this agreement is void but
     would be valid if some  part of the  clause  were  deleted,  the  clause in
     question shall apply with such  modification as may be necessary to make it
     valid.

(2)  The  General  Terms  and  Conditions  of  Employment  (a copy of which  are
     attached to this agreement) as amended by the  Remuneration  Committee from
     time to time shall form part of the  Executive's  terms and  conditions  of
     employment  and the  definitions  and  other  provisions  contained  in the
     interpretation  clause in the General  Terms and  Conditions  of Employment
     shall apply to this agreement.

(3)  The terms set out in the Schedule in accordance  with the  requirements  of
     the Employment Rights Act 1996 form part of this agreement.

(4)  As from the  effective  date of the  Employment  all  other  agreements  or
     arrangements  between the Executive  and any Group Company  relating to the
     employment of the Executive shall cease to have effect.

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(5)  This  agreement  shall be  governed by and  construed  in  accordance  with
     English law.

AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.


SIGNED by JOHN BROWNE                       )
on behalf of BP p.l.c.                      )
in the presence of:                         )





SIGNED by                                   )
JOHN A MANZONI                              )
in the presence of:                         )

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                                  THE SCHEDULE

The following  constitutes  the statement of the  particulars of the Executive's
employment  issued  pursuant to the Employment  Rights Act 1996. The particulars
are those which apply on the date of this agreement:

     Name of employer - the Company as defined on page 1 above.

     Name of employee - the Executive as defined on page 1 above.

     Date of commencement of employment - see clause 1.

     Date of commencement of continuous period of employment - 10 October 1983.

     Scale or rate of remuneration  or method of calculating  remuneration - see
     clause 2.

     Intervals at which remuneration is paid - monthly - see clause 2.

     Hours  of work - there  are no fixed  hours of work - see also the  General
     Terms and Conditions of Employment.

     Holidays  (including public holidays) and holiday pay - the Executive shall
     be entitled to 28 Working Days' holiday with pay in every calendar year. In
     addition see the General Terms and Conditions of Employment.

     Sickness or injury and sick pay - see the General  Terms and  Conditions of
     Employment.

     Pension - see clause 3. A contracting out certificate within the meaning of
     Part III of the Pension Schemes Act 1993 is in force.

     Notice - see clause 4.

     Job title - Senior Executive.

     Place of work - the duties of the Employment relate primarily to the United
     Kingdom.  The Executive shall be based at the Group's  Headquarters,  which
     for the time being are at the employer's address as stated on page 1 above.

     Collective  agreements  - the  Company  is not a  party  to any  collective
     agreement which affects the Executive's employment.

     Working  overseas  - the  Executive  is not  under any  obligation  to work
     overseas  for  periods  exceeding  one month and  accordingly  there are no
     particulars to be entered in this regard.

Discipline  and grievance  procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.

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                      ------------------------------------

                          GENERAL TERMS AND CONDITIONS
                                  OF EMPLOYMENT
                            ON EXECUTIVE APPOINTMENTS
                      ------------------------------------


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<PAGE>
GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS

1.   Interpretation

(1)  In these terms and conditions:

     "Employment" means the employment of the Executive by the Company under the
     terms of a service agreement between the Executive and the Company;

     "Associated Company" means:

     (a)  a company  which is not a  Subsidiary  of the Company but whose issued
          equity share  capital (as defined in section 744 of the  Companies Act
          1985) is owned as to at least 20 per cent.  by the  Company  or one of
          its Subsidiaries; and

     (b)  a Subsidiary of a company within (a) above;

     "CEO" means the chief executive  officer of the Company and it includes his
     delegate or delegates where the chief  executive  officer has delegated his
     authority to manage the Executive or the business of the Group in which the
     Executive is performing his duties;

     "Group" means the Company and its subsidiaries and Associated Companies for
     the time being and "Group Company" means any one of them;

     "Recognised  Investment Exchange" has the same meaning as in section 207 of
     the Financial Services Act 1986;

     "Remuneration  Committee" means the remuneration  committee of the board of
     directors of the Company;

     "Subsidiary"  means a  subsidiary  within the meaning of section 736 of the
     Companies Act 1985; and

     "Working  Day" means a day other than a  Saturday,  Sunday or bank or other
     public  holiday in England  (or if the  Executive  works on a bank or other
     public holiday a day's holiday taken in lieu of that holiday).

(2)  References  in  these  terms  and  conditions  to a person  include  a body
     corporate and an unincorporated  association of persons and references to a
     company include any body corporate.

(3)  Any  reference  in these  terms and  conditions  to a  statutory  provision
     includes any  statutory  modification  or  re-enactment  of it for the time
     being in force.

(4)  Subclauses (1) to (3) above apply unless the contrary intention appears.

(5)  The   headings  in  these  terms  and   conditions   do  not  affect  their
     interpretation.

(6)  Where  appropriate,  references  to  the  Executive  include  his  personal
     representatives.

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2.   Duties

(1)  The  Executive  shall use his best  endeavours  to promote  and protect the
     interests of the Group and shall not do anything  which is harmful to those
     interests.

(2)  The  Executive  shall  diligently  and  faithfully  perform such duties and
     exercise  such  powers as may from time to time be assigned to or vested in
     him in relation to the conduct and  management  of the affairs of the Group
     by the CEO. The CEO may also suspend all or any of the  Executive's  duties
     and powers for such  periods  and on such terms as he  considers  expedient
     (including  a term that the  Executive  shall not  attend at the  Company's
     premises).

(3)  The Executive shall give to the CEO such information  regarding the affairs
     of the  Group  as he  shall  require  and  shall  comply  with  all  proper
     instructions of the CEO.

(4)  The  Executive  shall have the power and the authority to act in accordance
     with the instructions of and within the limits prescribed by the CEO.

(5)  The  Executive  shall  comply  with all codes of conduct  from time to time
     adopted by the Company or notified to him and with all applicable rules and
     regulations of the London Stock Exchange including (without limitation) the
     model code on directors' dealings in securities.

(6)  The  Executive  shall  (unless  prevented  by  ill-health  or  accident  or
     otherwise  directed by the CEO) devote the whole of his time during  normal
     business hours to the duties of the Employment and such  additional time as
     is necessary for the proper fulfilment of those duties.

(7)  The Executive's  salary shall be inclusive of any fees receivable by him as
     a director of any Group Company and if the Executive receives any such fees
     in addition to his salary he shall pay them to the Company.

(8)  The Executive shall not accept any appointment to any office in relation to
     any  body,  whether  corporate  or not,  (other  than a Group  Company)  or
     directly or indirectly  be  interested in any manner in any other  business
     except:

     (a)  as holder or beneficial  owner (for  investment  purposes only) of any
          class of  securities  in a company if those  securities  are listed or
          dealt in on a  Recognised  Investment  Exchange  and if the  Executive
          (together  with his  spouse,  children,  parents and  parents'  issue)
          neither  holds nor is  beneficially  interested  in more than five per
          cent. of the securities of that class; or

     (b)  with the  consent in writing of the CEO which may be given  subject to
          any terms or conditions which the Chairman may require.

3.   PLACE OF WORK of THE Executive

     The duties of the Employment  shall relate  primarily to the United Kingdom
     at such places as the CEO may from time to time require but shall extend to
     travel abroad when required by the CEO.

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4.   INCENTIVES

     The  Executive  agrees  that his  participation  in any bonus or  incentive
     arrangements shall be at the Remuneration Committee's sole discretion; that
     he is subject to the  procedures  as  notified to him from time to time for
     setting and assessing any bonus or incentive  payments  under any scheme in
     which he participates;  and that he is subject to the procedures for making
     any  payments  that  may be due to him  under  the  terms  of any  bonus or
     incentive scheme in which he participates.

5.   Travelling expenses

     The Company shall  reimburse the Executive (on  production of such evidence
     as it may  reasonably  require)  the  amount  of all  travelling  and other
     expenses  properly and  reasonably  incurred by him in the discharge of his
     duties.

6.   Car

(1)  The Company  shall  provide the  Executive  with a car  appropriate  to his
     status for his use in the  performance  of his duties  and,  subject to any
     restrictions  or conditions  from time to time imposed by the Company,  the
     Executive may use the car for his private purposes.

(2)  The Company shall pay all normal servicing,  insurance and running expenses
     in relation to the car and all fuel  expenses  incurred by the Executive in
     the performance of his duties.

(3)  The  Executive  shall take good care of the car and shall observe the terms
     and conditions of the insurance  policy relating to it and the terms of the
     Company's car policy from time to time.

7.   Pensions

     The  Executive  is entitled to become or as the case may be remain a member
     of the BP Pension Scheme (the "Pension  Scheme")  subject to its terms. The
     full terms are set out in the trust deeds and rules  governing  the Pension
     Scheme;  copies  of those  documents  are  available  to the  Executive  on
     request.   The  Company  shall  deduct  from  the  Executive's  salary  any
     contributions payable by him from time to time to the Pension Scheme or any
     other pension scheme of the Group of which he becomes a member.

8.   Medical and sickness

(1)  The Company may from time to time require the Executive to be examined by a
     medical adviser nominated by the Company and the Executive  consents to the
     medical adviser  disclosing the results of the examination to the Company's
     medical  adviser and shall provide the Company with such formal consents as
     may be necessary for this purpose.

(2)  The Executive  shall be paid in full during any period of absence from work
     due to sickness  or injury of 120  Working  Days and at the rate of half of
     his  salary  for a  further  period  of 120  Working  Days  subject  to the
     provisions of clause 13 and to the production of satisfactory evidence from
     a registered  medical  practitioner  in respect of any period of absence in
     excess of five  consecutive  Working  Days.  The periods  during  which the
     Executive  receives  payment may be  extended by the CEO in his  discretion
     following  consultation with the Company's medical adviser. The Executive's
     salary  during any period of absence  due to  sickness  or injury  shall be
     inclusive of any statutory sick pay to which he is entitled and the Company
     may deduct  from his salary the amount of any social  security  benefits he
     may be entitled to receive.

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(3)  If the Executive is incapable of performing  his duties by reason of injury
     sustained wholly or partly as a result of negligence, nuisance or breach of
     any statutory duty on the part of a third party and the Executive  recovers
     any  amount by way of  compensation  for loss of  earnings  from that third
     party, he shall pay to the Company a sum equal to the amount  recovered or,
     if less, the amount paid to him by the Company under subclause (2) above in
     respect of the relevant period of absence as a result of that injury.

9.   Holidays

(1)  The Executive  shall take his holiday  entitlement at times agreed with the
     CEO.

(2)  Any entitlement to holiday remaining at the end of any calendar year may be
     carried  forward to the next calendar year but no further.  The entitlement
     to holiday  (and on  termination  of  employment  to holiday pay in lieu of
     holiday)  accrues pro rata  throughout  each  calendar  year  (disregarding
     fractions of days).

10.  Confidential information

(1)  The Executive shall not make use of or divulge to any person, and shall use
     his best  endeavours to prevent the use,  publication or disclosure of, any
     information of a confidential or secret nature:

     (a)  concerning  the business of the Company or any Group Company and which
          comes to his knowledge  during the course of or in connection with his
          employment  or his holding any office within the Group from any source
          within the Company or any Group Company: or

     (b)  concerning the business of any person having dealings with the Company
          or any Group  Company and which is obtained  directly or indirectly in
          circumstances  in which the Company or any Group Company is subject to
          a duty of confidentiality in relation to that information.

(2)  This clause shall not apply to information which is:

     (a)  used or disclosed in the proper  performance of the Executive's duties
          or with the prior written consent of the Company; or

     (b)  ordered  to be  disclosed  by a court  of  competent  jurisdiction  or
          otherwise required to be disclosed by law.

(3)  This clause shall continue to apply after the termination of the Employment
     (whether terminated lawfully or not) without limit of time.

(4)  Each of the  restrictions  in each  paragraph or  subclause  above shall be
     enforceable  independently of each of the others and its validity shall not
     be affected if any of the others is invalid.  If any of those  restrictions
     is void but would be valid if some part of the  restriction  were  deleted,
     the  restriction in question shall apply with such  modification  as may be
     necessary to make it valid.

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11.  Intellectual property

(1)  In this clause  "Intellectual  Property  Right"  means a formula,  process,
     invention,  improvement,  utility model, trade mark, service mark, business
     name, copyright, design right, patent, know-how, trade secret and any other
     intellectual  property right of any nature whatsoever  throughout the world
     (whether  registered or  unregistered  and including all  applications  and
     rights to apply for the same) which:

     (a)  relates to or is useful in connection with the business or any product
          or service of a Group Company; and

     (b)  is invented,  developed, created or acquired by the Executive (whether
          alone or  jointly  with any other  person)  during  the  period of the
          Employment.

(2)  Subject to the provisions of the Patents Act 1977,  the entire  interest of
     the  Executive in any  Intellectual  Property  Right shall,  as between the
     Executive  and the Company,  become the property of the Company as absolute
     beneficial owner without any payment to the Executive for it.

(3)  The Executive shall promptly  communicate in confidence to the Company full
     particulars of any Intellectual Property Right (whether or not it is vested
     in the  Company  pursuant  to  subclause  (2) above or  otherwise)  and the
     Executive shall not use, disclose to any person or exploit any Intellectual
     Property Right  belonging to the Company  without the prior written consent
     of the Company.

(4)  The Executive shall, at the request and expense of the Company, prepare and
     execute  such  instruments  and do such  other  acts and  things  as may be
     necessary  or  desirable to enable the Company or its nominee to obtain the
     protection of any Intellectual Property Right vested in the Company in such
     parts of the world as may be specified by the Company or its nominee and to
     enable the Company to exploit any Intellectual Property Right vested in the
     Company to best advantage.


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(5)  The  obligations of the Executive  under  subclauses (2) to (4) above shall
     continue  to  apply  after  the  termination  of  the  Employment  (whether
     terminated  lawfully  or not).  Each of those  obligations  is  enforceable
     independently  of each of the others and its validity shall not be affected
     if any of the others is unenforceable to any extent.

12.  Termination of Employment


(1)  If the Executive:

     (a)  becomes  of  unsound  mind or is,  or may be,  suffering  from  mental
          disorder and either:

          (i)  he is admitted to hospital for treatment  under the Mental Health
               Act 1983; or

          (ii) an order is made by any competent  court for his detention or for
               the  appointment of a receiver,  curator bonis or other person to
               exercise powers with respect to his property or affairs; or

     (b)  is unable  properly  to perform  his  duties by reason of  ill-health,
          accident or otherwise for a period of 12 consecutive months; or

     (c)  fails or neglects  efficiently  and diligently to discharge his duties
          or is guilty of any  serious  or  repeated  breach of his  obligations
          under this agreement (including any consent granted under it); or

     (d)  is guilty of serious  misconduct or any other conduct which affects or
          is likely to affect  prejudicially the interests of the Company or the
          Group or is  convicted  of an  arrestable  offence  (other than a road
          traffic offence for which a non-custodial penalty is imposed); or

     (e)  becomes  bankrupt or makes any  arrangement  or  composition  with his
          creditors; or

     (f)  is  disqualified  from being a director of any company by reason of an
          order made by any competent court,

     the Company may (whether or not any notice of  termination  has been given)
     by written notice to the Executive  terminate the Employment with immediate
     effect but a notice under  paragraph  (b) above may be given by the Company
     to the Executive only within 90 days after the end of any period or periods
     of disability referred to in that paragraph.

(2)  During any period of notice of termination  of the  Employment  (whether or
     not such notice has been given by the Company or the Executive) the Company
     may require the  Executive  to take any holiday to which the  Executive  is
     entitled at such time or times as the Company may decide.

(3)  If the Executive is appointed as a director or officer of the Company or of
     any Group Company and the  Executive  ceases to be a director or officer of
     the Company or of that Group Company (for any reason whatsoever) that shall
     not terminate the Employment.

(4)  On the  termination  of the  Employment  in any way  (whether  lawfully  or
     otherwise) the Executive shall immediately:

     (a)  return  the car and its keys to the  Company at such place as it shall
          nominate for the purpose; and

     (b)  deliver to the Company's Group Human Resources Department all property
          in his possession, custody or under his control belonging to any Group
          Company  including  (but not limited to)  business  cards,  credit and
          charge  cards,  security  and  computer  passes,   original  and  copy
          documents  or  other  media  on  which  information  is  held  in  his
          possession  relating to the business or affairs of any Group  Company;
          and

     (c)  resign all offices held by him in any Group Company (without prejudice
          to the  rights  of any party  arising  out of the  termination  of the
          Employment).

(5)  The  Executive  hereby  authorises  the  Company to deduct from any amounts
     payable  by  the  Company  to  the  Executive  on  the  termination  of the
     Employment any sums due to the Company from the Executive.

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(6)  With effect from the date of termination of the Employment,  all the rights
     and  obligations  of the  parties  shall  cease  except for those which are
     expressed to continue  after that date and except in relation to any breach
     of any  provision  of these  terms and  conditions  or any other  agreement
     between the Company and the Executive before that date.  Termination of the
     Employment shall not prejudice any other rights of the Company.

13.  General

     These terms and conditions shall be governed by and construed in accordance
     with English law.

14.  Notices

(1)  Any notice or other  document to be served under any agreement  between the
     Company and the Executive may, in the case of the Company,  be delivered or
     sent by first  class post or telex or  facsimile  process to the Company at
     its registered office for the time being and, in the case of the Executive,
     may be  delivered  to him or sent by first  class post to his usual or last
     known place of residence.

(2)  Any such notice or other document shall be deemed to have been served:

     (a)  if delivered, at the time of delivery;

     (b)  if posted,  at 10.00 a.m.  on the second  Working Day after it was put
          into the post; or

     (c)  if sent by telex or facsimile process,  at the expiration of two hours
          after the time of  despatch,  if  despatched  before  3.00 p.m. on any
          Working  Day,  and in any other case at 10.00 a.m.  on the Working Day
          following the date of despatch.

(3)  In proving such service it shall be  sufficient  to prove that delivery was
     made or that the  envelope  containing  such notice or other  document  was
     properly  addressed and posted as a pre-paid first class letter or that the
     telex or facsimile  message was properly  addressed  and  despatched as the
     case may be.

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                            DATED 31st December 1997




                      THE BRITISH PETROLEUM COMPANY p.l.c.

                                       and

                               RICHARD LAKE OLVER






                                SERVICE AGREEMENT
















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THIS AGREEMENT is made on 31st December 1997 BETWEEN:


(1)    THE BRITISH  PETROLEUM  COMPANY  p.l.c.  (registered  number  102498)
       whose  registered  office is at Britannic  House. 1 Finsbury  Circus,
       London EC2M 7BA (the `Company'); and

(2)    RICHARD LAKE OLVER of Bay Lodge, Mill Lane,  Danbury,  Essex CM3 4HY (the
       Executive)

IT IS AGREED as follows:

1.     EMPLOYMENT

       The Company  shall  continue to employ the  Executive  and the  Executive
       shall  assume the  position of a Senior  Executive  of the Company on the
       terms set out in this  agreement  (the  `Employment').  The Employment in
       this position shall take effect from 1st January 1998.

2.     SALARY

(1)    The  Company  shall  pay to the  Executive  a  salary  at the rate of
       (pound)300,000 per annum.

(2)    The  Executive's  salary shall be reviewed at the  discretion  of the
       Company.

(3)    The  Executive's  salary  shall  accrue from day to day and be payable by
       equal instalments in arrears on the last day of every month.

3.     PENSIONS

       The  Executive  is  entitled to continue to he a member of The BP Pension
       Scheme (the  `Pension  Scheme')  subject to its terms.  The  Executive is
       entitled to  benefits  under the Pension  Scheme in  accordance  with the
       separate  arrangements  made  between the Company and the trustees of the
       Pension  Scheme for the benefit of the  Executive  and as notified to him
       from time to time by the Company.

4.     TERMINATION OF EMPLOYMENT

(1)    The Company or the Executive  may  terminate the  Employment by giving to
       the other  party at least 12 months  notice in  writing  expiring  at any
       time.

(2)    The Company  may at any time  terminate  the  Employment  with  immediate
       effect by giving  notice in  writing to the  Executive  on terms that the
       Company shall pay to the Executive, in lieu of notice under subclause (1)
       above,  an amount equal to 12 months' salary or the amount of salary that
       would have been paid to the Executive if the Employment terminated on the
       expiry of the  remainder  of any notice given under  subclause  (1) above
       provided  that  the  Executive's  entitlement  to the  payment  shall  be
       conditional on him agreeing to comply with his obligations to the Company
       following the termination of the Employment  (which include,  but without
       limiting the  generality of the foregoing his  obligations  not to use or
       disclose the Company's or the Group's confidential  information under the
       General Terms and Conditions of Employment).






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(3)    Subclause (1) above does not limit the Company's rights to suspend any of
       the  Executive's  duties and powers  under this  agreement or the General
       Terms and Conditions of  Employment.  In addition or  alternatively,  the
       Company may during the whole or any part of any period of notice  require
       the Executive to perform duties  (including  any modified  duties arising
       from an exercise by the Company of its rights under the General Terms and
       Conditions of Employment) at such locations as the Company may reasonably
       require.  Throughout any such period of suspension the Executive's salary
       and other  benefits to which he is entitled  under this  agreement  shall
       continue to be paid or provided by the Company.

5.     GENERAL

(1)    Each  of  the   provisions  in  this   agreement   shall  be  enforceable
       independently  of  each  of the  others  and its  validity  shall  not be
       affected if any of the others is  invalid.  If any of the  provisions  of
       this agreement is void but would be valid if some part of the clause were
       deleted, the clause in question shall apply with such modification as may
       be necessary to make it valid.

(2)    The  General  Terms and  Conditions  of  Employment  (a copy of which are
       attached to this  agreement)  as amended by the Company from time to time
       shall form part of the Executive's terms and conditions of employment and
       the  definitions  and other  provisions  contained in the  interpretation
       clause in the General Terms and  Conditions of Employment  shall apply to
       this agreement.

(3)    The terms set out in the Schedule in accordance with the  requirements of
       the Employment Rights Act 1996 form part of this agreement.

(4)    As from the  effective  date of the  Employment  all other  agreements or
       arrangements  between the Executive and any Group Company relating to the
       employment of the Executive shall cease to have effect.

(5)    This  agreement  shall be governed by and  construed in  accordance  with
       English law.

AS WITNESS the hands of the Executive and of a duly authorized representative of
the Company on the date which appears first on page 1.

SIGNED by E.J.P. BROWNE
on behalf of THE BRITISH PETROLEUM
COMPANY p.l.c.
in the prescence of




SIGNED by RICHARD LAKE OLVER
in the presence of









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                                  THE SCHEDULE

The following  constitutes  the statement of the  particulars of the Executive's
employment  issued  pursuant to the Employment  Rights Act 1996. The particulars
are those which apply on the date of this agreement:

       Name of employer - the Company as defined on page 1 above,

       Name of employee - the Executive as defined on page 1 above.

       Date of commencement of employment - see clause 1.

       Date of commencement  of continuous  period of employment - 3rd December,
       1973.

       Scale or rate of remuneration or method of calculating remuneration - see
       clause 2.

       Intervals at which remuneration is paid - monthly - see clause 2.

       Hours of work - there are no fixed  hours of work - see also the  General
       Terms and Conditions of Employment.

       Holidays  (including  public  holidays)  and holiday pay - the  Executive
       shall be entitled to 28 Working Days' holiday with pay in every  calendar
       year. In addition see the General Terms and Conditions of Employment.

       Sickness or injury and sick pay - see the General Terms and Conditions of
       Employment.

       Pension - see clause 3. A contracting out certificate  within the meaning
       of Part III of the Pension Schemes Act 1993 is in force.

       Notice - see clause 4.

       Job title - Senior Executive.

       Place of work - the  duties of the  Employment  relate  primarily  to the
       United Kingdom. The Executive shall be based at the Group's Headquarters,
       which for the time being are at the employer's  address as stated on page
       1 above.

       Collective  agreements  - the  Company  is not a party to any  collective
       agreement which affects the Executive's employment.

       Working  overseas - the  Executive  is not under any  obligation  to work
       overseas for periods  exceeding  one month and  accordingly  there are no
       particulars to be entered in this regard.

       Discipline and grievance  procedure - there are no specific  disciplinary
       rules  applicable  to the  Executive's  employment.  If the  Executive is
       dissatisfied  with any  disciplinary  decision  or seeks to  redress  any
       grievance relating to his employment, he should raise this with the CEO.









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<PAGE>


                          GENERAL TERMS AND CONDIITIONS
                                  OF EMPLOYMENT
                            ON EXECUTIVE APPOINTMENTS















Page 85
<PAGE>
                                    CONTENTS
CLAUSE                                                                PAGE

1.     Interpretation                                                    1
2.     Duties                                                            1
3.     Place of Work of the Executive                                    2
4.     Incentives                                                        2
5.     Travelling Expenses                                               3
6      Car                                                               3
7.     Pension                                                           3
8.     Medical and Sickness                                              3
9.     Holidays                                                          4
10.    Confidential Information                                          4
11.    Intellectual Property                                             4
12.    Termination of Employment                                         5
13.    General                                                           7
14.    Notices                                                           7









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GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS

1.     INTERPRETATION

(1)    In these terms and conditions:

       `Employment'  means the  employment of the Executive by the Company under
       the terms of a service agreement between the Executive and the Company;

       `Associated Company' means:

       (a)   a company which is not a Subsidiary of the Company but whose issued
             equity  share  capital (as defined in section 744 of the  Companies
             Act 1985) is owned as to at least 20 per cent by the Company or one
             of its Subsidiaries; and

       (b)   a Subsidiary of a company within (a) above;

       `CEO'  means the chief  executive  officer of the Company and it includes
       his delegate or delegates where the chief executive officer has delegated
       his  authority  to manage the  Executive  or the business of the Group in
       which the Executive is performing his duties;

       `Group' means the Company and its subsidiaries  and Associated  Companies
       for the time being and `Group Company' means any one of them;

       `Recognized  Investment  Exchange' has the same meaning as in section
       207 of the Financial Services Act 1986;

       `Subsidiary'  means a subsidiary within the meaning of section 736 of
       the Companies Act 1985; and

       `Working Day' means a day other than a Saturday,  Sunday or bank or other
       public  holiday in England (or if the Executive  works on a bank or other
       public holiday a day's holiday taken in lieu of that holiday).

(2)    References  in these  terms  and  conditions  to a person  include a body
       corporate and an unincorporated  association of persons and references to
       a company include any body corporate.

(3)    Any  reference  in these terms and  conditions  to a statutory  provision
       includes any statutory  modification  or  re-enactment of it for the time
       being in force.

(4)    Subclauses (1) to (3) above apply unless the contrary intention
       appears.

(5)    The headings in these terms and conditions do not affect their
       interpretation.

(6)    Where appropriate, references to the Executive include his personal
       representatives.








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2.     DUTIES

(1)    The  Executive  shall use his best  endeavours to promote and protect the
       interests  of the Group and shall not do  anything  which is  harmful  to
       those interests.

(2)    The Executive  shall  diligently and  faithfully  perform such duties and
       exercise such powers as may from time to time be assigned to or vested in
       him in relation to the conduct and management of the affairs of the Group
       by the CEO. The CEO may also suspend all or any of the Executive's duties
       and powers for such periods and on such terms as he  considers  expedient
       (including a term that the  Executive  shall not attend at the  Company's
       premises).

(3)    The  Executive  shall  give to the CEO  such  information  regarding  the
       affairs of the Group as he shall require and shall comply with all proper
       instructions of the CEO.

(4)    The Executive shall have the power and the authority to act in accordance
       with the instructions of and within the limits prescribed by the CEO.

(5)    The  Executive  shall  comply with all codes of conduct from time to time
       adopted by the Company and with all applicable  rules and  regulations of
       the London Stock Exchange including  (without  limitation) the model code
       on directors' dealings in securities.

(6)    The  Executive  shall  (unless  prevented  by  ill-health  or accident or
       otherwise directed by the CEO) devote the whole of his time during normal
       business hours to the duties of the Employment and such  additional  time
       as is necessary for the proper fulfilment of those duties.

(7)    The  Executive's  salary shall be inclusive of any fees receivable by him
       as a director of any Group Company and if the Executive receives any such
       fees in addition to his salary he shall pay them to the Company.

(8)    The Executive  shall not accept any appointment to any office in relation
       to any body  whether  corporate or not,  (other than a Group  Company) or
       directly or indirectly be interested in any manner in any other  business
       except:

       (a)   as holder or beneficial owner (for investment purposes only) of any
             class of securities in a company if those  securities are listed or
             dealt in on a Recognized  Investment  Exchange and if the Executive
             (together  with his spouse,  children,  parents and parents  issue)
             neither holds nor is beneficially  interested in more than five per
             cent. of the securities of that class; or

       (b)   with the  consent  in  writing  of the  Company  which may be given
             subject to any terms or conditions which the Company requires.

3.    PLACE OF WORK OF THE EXECUTIVE

       The duties of the Employment shall relate primarily to the United Kingdom
       at such  places as the  Company  may from time to time  require but shall
       extend to travel abroad when required by the Company.






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4.     INCENTIVES

       The  Executive  agrees that his  participation  in any bonus or incentive
       arrangements  shall  be at the  Company's  sole  discretion;  that  he is
       subject to the Company's  procedures as notified to him from time to time
       for setting  and  assessing  any bonus or  incentive  payments  under any
       scheme in which he participates; and that he is subject to the procedures
       for  making  any  payments  that may be due to him under the terms of any
       bonus or incentive scheme in which he participates.

5.     TRAVELLING EXPENSES

       The Company shall reimburse the Executive (on production of such evidence
       as it may  reasonably  require)  the amount of all  travelling  and other
       expenses properly and reasonably  incurred by him in the discharge of his
       duties.

6.     CAR

(1)    The Company  shall provide the Executive  with a car  appropriate  to his
       status for his use in the  performance of his duties and,  subject to any
       restrictions or conditions from time to time imposed by the Company,  the
       Executive may use the car for his private purposes.

(2)    The  Company  shall  pay all  normal  servicing,  insurance  and  running
       expenses  in relation  to the car and all fuel  expenses  incurred by the
       Executive in the performance of his duties.

(3)    The Executive shall take good care of the car and shall observe the terms
       and  conditions of the insurance  policy  relating to it and the terms of
       the Company's car policy from time to time.

7.     PENSIONS

       The Executive is entitled to become or as the case may be remain a member
       of the BP Pension Scheme (the `Pension Scheme') subject to its terms. The
       full terms are set out in the trust deeds and rules governing the Pension
       Scheme;  copies of those  documents  are  available  to the  Executive on
       request.  The  Company  shall  deduct  from the  Executive's  salary  any
       contributions  payable by him from time to time to the Pension  Scheme or
       any other pension scheme of the Group of which he becomes a member.

8.     MEDICAL AND SICKNESS

(1)    The Company may from time to time require the Executive to be examined by
       a medical adviser nominated by the Company and the Executive  consents to
       the medical  adviser  disclosing  the results of the  examination  to the
       Company and shall provide the Company with such formal consents as may be
       necessary for this purpose.





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(2)    The  Executive  shall he paid in full  during any period of absence  from
       work due to  sickness  or injury of 120  Working  Days and at the rate of
       half of his salary for a further  period of 120 Working  Days  subject to
       the  provisions  of  clause  13  and to the  production  of  satisfactory
       evidence from a registered medical  practitioner in respect of any period
       of absence in excess of five consecutive Working Days. The periods during
       which the  Executive  receives  payment may be extended by the CEO in his
       discretion following consultation with the Company's medical adviser. The
       Executive's salary during any period of absence due to sickness or injury
       shall be inclusive of any statutory  sick pay to which he is entitled and
       the Company may deduct from his salary the amount of any social  security
       benefits he may be entitled to receive.

(3)    If the  Executive  is  incapable  of  performing  his duties by reason of
       injury sustained wholly or partly as a result of negligence,  nuisance or
       breach  of any  statutory  duty  on the  part of a  third  party  and the
       Executive recovers any amount by way of compensation for loss of earnings
       from that  third  party,  he shall pay to the  Company a sum equal to the
       amount recovered or, if less, the amount paid to him by the Company under
       subclause  (2) above in  respect of the  relevant  period of absence as a
       result of that injury.

9.     HOLIDAYS

(1)    The Executive shall take his holiday entitlement at times agreed with the
       Company.

(2)    Any entitlement to holiday  remaining at the end of any calendar year may
       be  carried  forward  to the  next  calendar  year  but no  further.  The
       entitlement  to holiday (and on  termination of employment to holiday pay
       in lieu of  holiday)  accrues  pro rata  throughout  each  calendar  year
       (disregarding fractions of days).

10.    CONFIDENTIAL INFORMATION

(1)    The Executive  shall not make use of or divulge to any person.  and shall
       use his best endeavours to prevent the use, publication or disclosure of,
       any information of a confidential or secret nature:

       (a)    concerning  the  business of the Company or any Group  Company and
              which comes to his knowledge during the course of or in connection
              with his  employment  or his holding  any office  within the Group
              from any source within the Company or any Group Company: or

       (b)    concerning  the business of any person  having  dealings  with the
              Company or any Group  Company  and which is  obtained  directly or
              indirectly  in  circumstances  in which the  Company  or any Group
              Company is subject to a duty of  confidentiality  in  relation  to
              that information

(2)    This clause shall not apply to information which is:

       (a)    used or disclosed  in the proper  performance  of the  Executive's
              duties or with the prior written consent of the Company; or

       (b)    ordered to be disclosed by a court of  competent  jurisdiction  or
              otherwise required to be disclosed by law.






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(3)    This  clause  shall  continue  to  apply  after  the  termination  of the
       Employment (whether terminated lawfully or not) without limit of time.

(4)    Each of the  restrictions  in each paragraph or subclause  above shall be
       enforceable  independently  of each of the others and its validity  shall
       not be  affected  if  any  of the  others  is  invalid.  If any of  those
       restrictions  is void but would be valid if some part of the  restriction
       were  deleted,   the  restriction  in  question  shall  apply  with  such
       modification as may be necessary to make it valid.

11.    INTELLECTUAL PROPERTY

(1)    In this clause  `Intellectual  Property Right' means a formula,  process,
       invention. improvement, utility model, trade mark, service mark, business
       name,  copyright,  design right. patent,  know-how,  trade secret and any
       other intellectual property right of any nature whatsoever throughout the
       world (whether  registered or unregistered and including all applications
       and rights to apply for the same) which:

       (a)   relates to or is useful in connection with the business or any
             product or service of a Group Company; and

       (b)   is  invented,  developed,  created  or  acquired  by the  Executive
             (whether  alone or jointly with any other person) during the period
             of the Employment.

(2)    Subject to the provisions of the Patents Act 1977, the entire interest of
       the Executive in any  Intellectual  Property Right shall,  as between the
       Executive and the Company, become the property of the Company as absolute
       beneficial owner without any payment to the Executive for it.

(3)    The Executive  shall  promptly  communicate  in confidence to the Company
       full particulars of any Intellectual Property Right (whether or not it is
       vested in the Company  pursuant to subclause (2) above or otherwise)  and
       the  Executive  shall not use,  disclose  to any  person or  exploit  any
       Intellectual  Property Right  belonging to the Company  without the prior
       written consent of the Company.

(4)    The Executive  shall, at the request and expense of the Company,  prepare
       and execute such  instruments and do such other acts and things as may be
       necessary or desirable to enable the Company or its nominee to obtain the
       protection of any  intellectual  Property  Right vested in the Company in
       such parts of the world as may be specified by the Company or its nominee
       and to enable the  Company to exploit  any  Intellectual  Property  Right
       vested in the Company to best advantage.

(5)    The obligations of the Executive under  subclauses (2) to (4) above shall
       continue  to apply  after  the  termination  of the  Employment  (whether
       terminated  lawfully or not).  Each of those  obligations  is enforceable
       independently  of  each  of the  others  and its  validity  shall  not be
       affected if any of the others is unenforceable to any extent.







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12.    TERMINATION OF EMPLOYMENT

(1)    If not previously terminated the Employment shall automatically terminate
       at the end of the day  immediately  before the day on which the Executive
       attains age 60 or any other retirement age applicable to the employees of
       the Company generally.

(2)    If the Executive:

       (a)   becomes of unsound mind or is, or may be, suffering from
             mental disorder and either:

            (i)  he is admitted to hospital for treatment under the Mental
                 Health Act 1983; or

            (ii) an order is made by any  competent  court for his  detention or
                 for the  appointment  of a  receiver,  curator  bonis  or other
                 person to  exercise  powers  with  respect to his  property  or
                 affairs; or

       (b)   is unable properly to perform his duties by reason of
             ill-health, accident or otherwise for a period of 12
             consecutive months; or

       (c)   fails or neglects  efficiently  and  diligently  to  discharge  his
             duties  or is  guilty  of any  serious  or  repeated  breach of his
             obligations  under this agreement  (including  any consent  granted
             under it); or

       (d)   is guilty of serious  misconduct or any other conduct which affects
             or is likely to affect  prejudicially  the interests of the Company
             or the Group or is convicted of an arrestable offence (other than a
             road traffic offence for which a non-custodial penalty is imposed);
             or

       (e)   becomes bankrupt or makes any arrangement or composition with
             his creditors; or

       (f)   is disqualified from being a director of any company by reason
             of an order made by any competent court,

       the Company may (whether or not any notice of termination has been given)
       by  written  notice  to  the  Executive  terminate  the  Employment  with
       immediate  effect but a notice under  paragraph (b) above may be given by
       the  Company to the  Executive  only  within 90 days after the end of any
       period or periods of disability referred to in that paragraph.

(3)    During any period of notice of termination of the Employment  (whether or
       not such  notice has been  given by the  Company  or the  Executive)  the
       Company  may  require  the  Executive  to take any  holiday  to which the
       Executive is entitled at such time or times as the Company may decide.

(4)    If the  Executive is appointed as a director or officer of the Company or
       of any Group Company and the Executive ceases to be a director or officer
       of the Company or of that Group Company (for any reason  whatsoever) that
       shall not terminate the Employment.






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(5)    On the  termination  of the  Employment  in any way (whether  lawfully or
       otherwise) the Executive shall immediately:

       (a)   return the car and its keys to the Company at such place as it
             shall nominate for the purpose; and

       (b)   deliver to the  Company's  Group  Human  Resources  Department  all
             property in his possession,  custody or under his control belonging
             to any Group Company including (but not limited to) business cards,
             credit and charge cards, security and computer passes, original and
             copy  documents or other media on which  information is held in his
             possession  relating  to the  business  or  affairs  of  any  Group
             Company; and

       (c)   resign  all  offices  held  by him in any  Group  Company  (without
             prejudice to the rights of any party arising out of the termination
             of the Employment).

(6)    The Executive  hereby  authorizes  the Company to deduct from any amounts
       payable  by the  Company  to the  Executive  on  the  termination  of the
       Employment any sums due to the Company from the Executive.

(7)    With  effect  from the date of  termination  of the  Employment,  all the
       rights and  obligations of the parties shall cease except for those which
       are  expressed to continue  after that date and except in relation to any
       breach  of any  provision  of these  terms  and  conditions  or any other
       agreement  between  the  Company  and the  Executive  before  that  date.
       Termination of the Employment shall not prejudice any other rights of the
       Company.

13.    GENERAL

       These  terms  and  conditions  shall  be  governed  by and  construed  in
       accordance with English Law.

14.    NOTICES

(1)    Any notice or other document to be served under any agreement between the
       Company and the Executive  may, in the case of the Company,  be delivered
       or sent by first class post or telex or facsimile  process to the Company
       at its  registered  office  for the time  being  and,  in the case of the
       Executive,  may be  delivered  to him or sent by first  class post to his
       usual or last known place of residence.

(2)    Any such notice or other document shall he deemed to have been served:

       (a)   if delivered, at the time of delivery;

       (b)   if posted, at 10.00 a.m. on the second Working Day after it
             was put into the post; or

       (c)   if sent by telex or facsimile process, at the expiration of
             two hours after the time of despatch, if despatched before
             3.00 p.m. on any Working Day, and in any other case at 10.00
             am. on the Working Day following the date of despatch.





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(3)    In proving such service it shall he sufficient to prove that delivery was
       made or that the envelope  containing  such notice or other  document was
       properly  addressed  and posted as a pre-paid  first class letter or that
       the telex or facsimile  message was properly  addressed and despatched as
       the case may be.
















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