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financing plans and any short-term disclosure problems confronting it) prepare and file with the Securities and Exchange Commission a registration statement covering such stock and use its best efforts to cause any such registration statement to become effective under the Securities Act of 1933, as then in effect (provided that no such registration statement shall contemplate a sale of stock at an aggregate public offering price of less than $10,000,000), (ii) make appropriate filings under the Blue Sky or securities laws of such states as BP may designate (the filing fees in connection with any such filings to be borne by BP), (iii) indemnify and hold harmless BP, and each underwriter of the shares which are the subject of such sale or other distribution, and each person, if any, who controls (within the meaning of the Securities Act of 1933, as then in effect) BP or any such underwriter, against any losses, claims, damages or liabilities, joint or several, to which BP, any such underwriter, or any such controlling person may become subject under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement, or preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse BP and each such underwriter and controlling person for any legal or other expenses reasonably incurred by BP or any such underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that Sohio will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished by BP or any such underwriter or controlling person for use in preparation thereof, and (iv) will otherwise cooperate with BP in the making of such offering (including, without limitation, recommending to its stockholders an appropriate amendment of its Amended Articles of Incorporation so as to subdivide the Sohio Special Stock into a larger number of smaller units). Notwithstanding the foregoing provisions of this subparagraph (1), (i) BP may pledge all or any part of such Sohio Special Stock as security for one or more loans if the lender agrees that such shares will not be sold or otherwise disposed of except in a manner which would not, in the written opinion of counsel satisfactory to Sohio, cause Sohio to have violated the terms of the Securities Act of 1933, as amended, and the Regulations thereunder, and in the event of any such pledge and subsequent sale said lender shall be entitled to the benefit of the preceding sentence as fully as if it were BP; and (ii) BP may sell, assign or transfer all or any part of such Sohio Special Stock to British Petroleum or any company directly or indirectly owned or controlled by British Petroleum if the transferee first agrees to be bound by the provisions of this subparagraph (1) as fully as if it were BP, and in the event of any such sale, assignment or transfer the transferee shall be entitled to the benefit of the preceding sentence as fully as if it were BP. In the event that British Petroleum or any other company directly or indirectly owned or controlled by it at any time owns any Sohio stock other than Special Stock, acquired in a manner not inconsistent with the provisions of this Agreement, and desires to make a public offering of any of such stock, then the provisions of the third sentence of this subparagraph (1) shall be applicable to such stock, and British Petroleum or such other company, as the case may be, shall be entitled to the benefit of such sentence as fully as if it were BP. In the case of the first registration statement prepared and filed by Sohio pursuant to this subparagraph (1), Sohio will pay all costs and expenses (other than filing fees) incurred by it in connection therewith; but in the event Sohio is required to prepare and file any additional registration statements pursuant to this subparagraph (1), its out

of-pocket costs and expenses in connection therewith will be reimbursed to it by BP (or other person requesting such filing, as the case may be).

(m) In the event of any reduction in the purchase price under the Arco-BP Oil Agreement or in the event of any other claim against Atlantic Richfield Company thereunder which gives rise to a credit on the principal indebtedness owed to Atlantic Richfield Company pursuant to Section XII thereof BP shall issue to BP Oil notes in the principal amount of such reduction or credit. The notes shall be payable in six equal annual installments, the first of which shall be payable on the earlier of December 31, 1972 or the date six months after the first shipment of commercial quantities of crude oil from the Prudhoe Bay Properties, and the others on each of the first five anniversaries of the payment date for the first installment. The notes shall bear interest at the rate of 7% per annum from April 1, 1969, payable annually commencing on April 1, 1970. Each installment of interest shall be payable in cash, or, at the option of BP in the case of each installment payable prior to the date for the first mandatory installment payment of principal, by a note or notes of like tenor to the notes to be delivered by reason of such reduction or credit, in an aggregate principal amount equal to such installment of interest. British Petroleum shall, by endorsement thereon or in some other manner satisfactory to Sohio, guarantee the payment of principal of and interest on each such note issued pursuant to this subparagraph (m). BP may prepay any such note at any time or from time to time, without premium, on not less than ten days notice to the holder of the note or notes to be prepaid. Any such note may not be sold before January 1, 1971 and thereafter only after giving BP fifteen days written notice of the price and other terms and conditions of the proposed sale; and in such event BP may purchase such note at the price and on the other terms and conditions contained in the notice of proposed sale, by accepting the offer within fifteen days of receipt of said notice. British Petroleum and BP agree that Sohio shall be kept fully informed of any negotiations with Atlantic Richfield Company prior to the Closing Date with respect to any matter under the Arco-BP Oil Agreement which will involve a substantial amount and no settlement of any such matter shall be made thereunder without the prior written approval of Sohio, which approval shall not be unreasonably withheld.

9. The closing of the transactions provided for herein shall take place at the offices of British Petroleum, Britannic House, Moor Lane, London, E.C. 2, England, at 11:00 A.M. London time on October 10, 1969, or at such other time, date and place as may be agreed to by the parties; provided, however, that if for any reason the letter of DeGolyer and MacNaughton (or other firm of petroleum engineers satisfactory to Sohio) referred to in subparagraph (f) of Section 4 shall not have been delivered to Sohio by 11:00 A.M. London time on October 10, 1969, any party hereto shall have the right to postpone the time and date of the closing to 11:00 A.M. London time on October 31, 1969. The time and date of closing are herein called the "Closing Date".

(a) At the closing, British Petroleum and BP shall deliver to Sohio the following:
(i) Certificates representing all shares of Company Common Stock, with stock

transfer powers duly endorsed in blank attached;

(ii) Opinion of counsel for British Petroleum and BP as aforesaid;

(iii) Certificate of British Petroleum and BP, executed by authorized officers thereof, that their representations and warranties herein contained are true as of the Closing Date, and that their covenants herein contained have been performed to the Closing Date; and

(iv) Incumbency certificate or certificates in respect of all officers of British Petroleum or BP executing or delivering documents to be transferred at the closing.

(b) At the closing, Sohio shall deliver to BP the following:

(i) Certificates representing One Thousand (1,000) shares of Sohio Special Stock, duly registered in the name of BP;

(ii) Opinion of counsel for Sohio as aforesaid;

(iii) Certificate of Sohio, executed by an authorized officer thereof, that its representations and warranties herein contained are true as of the Closing Date, and that its covenants herein contained have been performed as aforesaid; and

(iv) Incumbency certificate or certificates in respect of all Sohio officers executing or delivering documents to be transferred at the closing.

10. Sohio represents and warrants to British Petroleum and BP that it has not engaged the services of any broker, finder or other agent in connection with this Agreement and the transactions herein contemplated, and agrees to hold each of them harmless from any loss, cost or expense from any claims of any such person of a right or entitlement to compensation, in the form of a broker's, finder's or agent's fee or otherwise, arising through it or its action. British Petroleum and BP represent and warrant to Sohio that they have not engaged the services of any broker, finder or other agent in connection with this Agreement and the transactions herein contemplated, and agree to hold Sohio harmless from any loss, cost or expense from any claim of any such person of a right or entitlement to compensation, in the form of a broker's, finder's or agent's fee or otherwise, arising through them or their action.

11. Whether or not the transactions contemplated hereby shall be consummated, Sohio shall pay its own expenses incident to the preparation of this Agreement and the steps taken to carry it out and to consummate said transactions, and British Petroleum and BP shall pay their own expenses and those of the Companies incident to the preparation of this Agreement and the steps taken to carry out and to consummate said transactions.

12. The parties hereto by written agreement may change the time for performance of any of the obligations or acts of the parties hereto, including (a) changes of the Closing Date, and (b) prior to due adoption thereof by the holders of Sohio capital stock, changes in the terms of the Sohio Special Stock set forth in Exhibit "A" attached. Any party may waive in writing any inaccuracies in or compliance with the representations and warranties herein contained made by any other party, and may waive in writing compliance by any other party with any of the covenants of any such other party herein contained, to the extent that the rights of any party hereto are not substantially adversely affected thereby. Any changes made or waiver given hereunder shall be valid only if executed by a duly authorized representative of the party in question.

13. Any notice, request, instruction, waiver or other document to be given by any of the parties hereto shall be in writing and delivered personally, or sent by registered or certified air mail, postage prepaid, if to British Petroleum, addressed to:

The Secretary

The British Petroleum Company Limited

Britannic House, Moor Lane

London, E.C. 2, England

with copy to:

Legal Advisor

The British Petroleum Company Limited
Britannic House, Moor Lane

London, E.C. 2, England

if to BP, addressed to:

The Manager

British Petroleum (Overzee) N.V.
Frederiksplein 42

Amsterdam, The Netherlands

with copy to:

The Chairman

British Petroleum (Overzee) N.V.

31st Floor

Britannic House, Moor Lane

London, E.C. 2, England

and if to Sohio, addressed to:

The President

The Standard Oil Company
Midland Building

Cleveland, Ohio 44115

with copy to:

General Counsel

The Standard Oil Company

Midland Building

Cleveland, Ohio 44115

or to such other address as British Petroleum, BP or Sohio, as the case may be, shall have designated by written notice to the other parties hereunder.

14. This Agreement shall not be assignable by any of the parties hereto except with the written consent of the other parties. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto, and their successors and assigns, any rights or remedies under or by reason of this Agreement.

15. The validity, interpretation and performance of this Agreement shall be construed in accordance with the laws of Ohio.

16. The definitions of certain terms appearing in Exhibit "A" attached hereto (or as said Exhibit may hereafter be changed by agreement of the parties pursuant to Section 12) shall be applicable to this Agreement as if fully set forth herein.

17. This instrument, together with the Exhibits hereto attached, contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and may not be modified in any manner except by the means provided herein.

18. If the transactions contemplated herein shall not have been consummated by the close of business on December 31, 1969, any party hereto, by notice to the others, may terminate this Agreement forthwith, in which event it shall be void and of no effect.

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19. This Agreement may be executed in three or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hands at London, England, as of the date first above written.

THE BRITISH PETROLEUM COMPANY LIMITED

By R. B. DUMMETT

Title: Managing Director

BRITISH PETROLEUM (OVERZEE) N.V.

By W. FRASER

Acting under Power of Attorney duly granted by the Manager of British Petroleum (Overzee) N.V.

THE STANDARD OIL COMPANY,

an Ohio corporation

By J. D. HARNETT

Title: Senior Vice President

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