SOHIO NEWS SERVICE

Midland Building- .Cleveland,Ohia 44115

(216) 575-554506/0269 - 1

For Immediate Release

SOHIO ACQUIRES

BRITISH PETROLEUM'S U.s. SINCLAIR PROPERTIES

CLEVELAND, Ohio, June 2 -- BP Oil Corporation, the principal

United States subsidiary of the British Petroleum Company, Limited,

will be merged into The Standard Oil Company (Ohio). Included in the

BP Oil Corporation properties that Sohio will acquire in the merger

are BP's acreage in the Prudhoe Bay area on the Alaskan North Slope

and the marketing, refining and pipeline properties which BP purchased

earlier this year from Atlantic Richfield Company at the time of the

merge~ of Atlantic Richfield and Sinclair Oil Corporation.

Sohio'President~ Charles E. Spahr, announced that the Boards of

Directors of both Sohio and BP have approved the contemplated

transaction in principle, subject to preparation of a definitive

agreement. The terms of the merger provide that British Petroleum will

receive stock equal to a 25 per cent interest in Sohio which will be

converted into additional Sohio stock'as production is realized from

the Prudhoe Bay area.

The Prudhoe Bay oil field was discovered last year. Wells drilled

by Atlantic Richfield and Humble Oil Company are generally thou~~~ to

have indicated the existence of extensive oil reserves. BP's Prudhoe

Bay acreage is adjacent to the acreage held by Atlantic Richfield and

Humble. BP announced on March 13, 1969, that its first well

discovered oil in the porous sandstone below 8,000 feet. It is not

expected that Alaskan crude oil will reach market before mid-1972.

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Sohio-British Petroleum Merger-2

BP (Alaska), a wholly-owned subsidiary of British Petroleum, which is

presently the operator of the Prudhoe Bay leases, responsible for

exploration and development in Alaska, will be employed by Sohio to

continue such activities.

Sohio will also receive in the merger BP's mineral acreage in

areas in Alaska other than Prudhoe Bay and its producing properties in

California and offshore Louisiana.

BP's marketing and refining properties - prinqipally, "Sinclair"

properties - were purchased from Atlantic Richfield for $400 million

and consist of retail gasoline outlets located in the 16 eastern states

stretching from Maine to Florida; over 450 bulk plants; 44 terminals,

and related transportation faci~ities. They also include two

refineri~s, one of over 100,000 barrels per day capacity located at

Marcus Hook, Pennsylvania, and the other of some 85,000 barrels per day

capacity located at Port Arthur, Texas. Mr. Spahr indicated that Sohio

wishes to utilize existing personnel in connection with the combined

operation.

BP will retain the $400 million debt owed to Atlantic Richfield

for ~hese properties. Sohio will be responsible for costs related to

development of the Alaskan properties, to operation of the marketing

and refining properties, and to BP's participation in construction of

the proposed Trans-Alaska Pipeline System.

British Petroleum will initially receive non-dividencl. beari.ng

stock of Sohio, which will have voting rights equival~nt to a 25 per

cent stock interest. This stock will be converted into regular

dividend bearing Sohio Common Stock when oil production (net of

royalty) from BP's Prudhoe Bay acreage reaches 200,000 barrels per day

Sah·o-British Petroleum Merger-~

or on January 1, 1975, whichever occurs first. The stock will also be

convertible into additional Sohio Common Stock based on the sustainable

rate of production which may be achieved prior to January 1, 1978 out

of BP's Prudhoe Bay acreage. Such additional common stock, when added

to British Petroleum's initial 25 per cent stock interest, is designed

to provide British Petroleum with an interest in Sohio shown by the

following schedule:

Production Net of Royalty(Barrels per Day)

200,000

250,000

300,000

350,000

400,000

450,000

500,000

550,000

600,000

British Petroleum'sCommon Stock Interest

in Sohio

34%

37%

40%

43%

46%

51%

52%

53%

54%

Net production in excess of 600,000 barrels per day will not earn

any further stock interest in Sohio. British Petroleum will retain a

75 per cent net profit interest in production from the Prudhoe Bay

leases in excess of production levels used for computing its st0~k

interest in Sohio and also in production from BP's other Alaskan

properties.

The consummation of the transaction is contingent upon the

approval of Sohio stockholders, which will be sought at a special

meeting.