TRUST CONVEYANCE

EXHIBIT 4.3

TRUST CONVEYANCE

Dated February 28, 1989

Between

THE STANDARD OIL COMPANY
(“Grantor”)

and

BP PRUDHOE BAY ROYALTY TRUST
(“Grantee”)

RECORD THIS INSTRUMENT IN THE BARROW RECORDING DISTRICT.

THE STANDARD OIL COMPANY is known in Alaska as SOCO INC.; please index both of these names in the Grantor Index. BP PRUDHOE BAY ROYALTY TRUST should be indexed in the Grantee Index.

THE LANDS AFFECTED BY THIS INSTRUMENT ARE DESCRIBED IN EXHIBIT A ATTACHED HERETO.

ADDRESSES OF THE PARTIES TO THIS INSTRUMENT ARE SET FORTH IN SECTION 4.2 OF THIS INSTRUMENT.

RETURN THIS INSTRUMENT TO:		GUESS & RUDD
		510 L Street, Suite 700
		Anchorage, Alaska 99501
		Attn: Joseph J. Perkins, Jr.

TRUST CONVEYANCE

     THIS CONVEYANCE, dated the 28th day of February, 1989, between The Standard Oil Company, an Ohio corporation known in Alaska as SOCO INC. (Grantor) and the BP Prudhoe Bay Royalty Trust, a business trust under the Delaware Trust Act administered under the terms of the BP Prudhoe Bay Royalty Trust Agreement among The Standard Oil Company, BP Exploration (Alaska) Inc., The Bank of New York, Trustee, and F. James Hutchinson, Co-trustee (Grantee).

WITNESSETH:

     WHEREAS, Grantor is the owner of a certain Royalty Interest covering certain lands and leases situated in the Prudhoe Bay area of the State of Alaska more fully described in Exhibit A to this Conveyance; and

     WHEREAS, Grantor desires to transfer and convey the Royalty Interest unto Grantee as of the Effective Date herein provided; and

     WHEREAS, Grantee desires to accept the Royalty Interest as of the Effective Date herein provided;

     NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements herein contained, the parties hereto agree as follows:

SECTION ONE

DEFINITIONS

     For the purposes of this Conveyance, the following words, terms and phrases shall have the following meanings:

     Conveyance shall mean this Trust Conveyance.

     Effective Date shall mean 12:01 o’clock A.M. Alaska Time Zone on February 28, 1989.

     Grantee shall mean the BP Prudhoe Bay Royalty Trust while it owns all or any part of or interest in the Royalty Interest and any other Person or Persons who acquire legal title to all or any part of or interest in the Royalty Interest.

     Grantor shall mean The Standard Oil Company, an Ohio corporation known in Alaska as SOCO Inc.

     Leases shall have the meaning stated in the Overriding Royalty Conveyance.

     Overriding Royalty Conveyance Grantee shall have the same meaning as the definition of “Grantee” set forth in the Overriding Royalty Conveyance.

     Overriding Royalty Conveyance Grantor shall have the same meaning as the definition of “Grantor” set forth in the Overriding Royalty Conveyance.

     Overriding Royalty Conveyance shall mean that certain Overriding Royalty Conveyance dated February 27, 1989, executed and delivered by BP Exploration (Alaska) Inc., as Grantor, and The Standard Oil Company, as Grantee, covering certain lands and leases situated in the Prudhoe Bay area of the State of Alaska more particularly described in Exhibit A to the Overriding Royalty Conveyance. A copy of the Overriding Royalty Conveyance is attached hereto as Exhibit B. The Overriding Royalty Conveyance is recorded in Book 54, Pages 469-495, Barrow Recording District.

     Person shall mean an individual, corporation, partnership, trust, estate or other entity, organization or association.

     Royalty Interest shall mean the overriding royalty interest conveyed to Overriding Royalty Conveyance Grantee by the Overriding Royalty Conveyance.

     Subject Interests shall have the meaning stated in the Overriding Royalty Conveyance.

SECTION TWO

CONVEYANCE

     Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby bargain, sell, grant, convey, transfer, assign, set over and deliver unto Grantee, its successors and assigns the Royalty Interest and all rights and benefits to which Overriding Royalty Conveyance Grantee is entitled under or pursuant to the Overriding Royalty Conveyance (including, without limitation, the rights and benefits arising out of the covenants, representations, warranties and indemnities made by Overriding Royalty Conveyance Grantor to or for the benefit of Overriding Royalty Conveyance Grantee pursuant to the Overriding Royalty Conveyance), to have and to hold forever.

SECTION THREE

COVENANTS AND WARRANTIES

     Grantor hereby covenants and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, is qualified to transact business and is in good standing in the State of Alaska, and is qualified with the Alaska Department of Natural Resources to hold interests in state oil and gas leases; that it has the legal right and authority to bargain, grant, sell, convey, transfer, assign, set over and deliver the Royalty Interest to Grantee and that it has legal right and authority

to execute, deliver and perform this Conveyance; that the execution, delivery and performance of this Conveyance by it (i) does not require the consent of any other Person; (ii) does not require any action by or filing with any governmental body, agency, or official that has not been accomplished, other than the filings which may be required under the terms of the Leases and the terms of the applicable statutes of the State of Alaska and the administrative regulations of the Alaska Department of Natural Resources, which filings will be promptly made by Grantor upon the execution of this Conveyance; and, (iii) will not violate or conflict with any law, statute, regulation, agreement, judgment, injunction, order, decree or other instrument to which Grantor is subject or is party or by which Grantor or the Leases or the Subject Interests are bound; and that this Conveyance is a valid and binding agreement of Grantor, enforceable against Grantor in accordance with its terms. Grantor hereby binds itself and its successors and assigns to forever defend the title to the Royalty Interest unto Grantee and its successors and assigns against every Person claiming the same or any part thereof by, through or under Grantor, but not otherwise. This Conveyance is made with full substitution and subrogation of Grantee in and to all covenants, representations and warranties by others heretofore given or made in respect of the Leases or the Subject Interests.

SECTION FOUR

MISCELLANEOUS

     Section 4.1 Further Assurances. Should any additional instruments of assignment or conveyance be required to describe more specifically any interests subject hereto, or to vest in Grantee the benefit of all covenants, representations, warranties and indemnities by others heretofore given or made in respect of the Royalty Interest or the Leases or the Subject Interests (including, without limitation, those made by Overriding Royalty Conveyance Grantor to or for the benefit of Overriding Royalty Conveyance Grantee pursuant to the Overriding Royalty Conveyance), Grantor agrees to execute and deliver the same. Also, if any other or additional instruments are required in connection with the transfer of the Royalty Interest to comply with applicable law or regulations, Grantor will execute and deliver the same.

     Section 4.2 Notices. Any notice, request, demand, report, statement or other instrument which may be required or permitted to be given to any party hereto or other Person succeeding to any interest of a party hereto shall be deemed sufficiently given if in writing and delivered to such party or Person or to an officer of such party or Person or deposited in the United States mail in a sealed envelope, first class mail, with postage prepaid, addressed to such party or Person at its or his address stated in this Conveyance, or at such other address as the party or Person to be addressed shall have designated by written notice to each other party or Person. Each party’s proper address shall be deemed to be that set forth herein below until such party gives to the other party, in the manner above prescribed, notice of a new address, after which such address shall be deemed the proper address until changed in like manner. Notice shall be deemed given when actually received by the party or Person to which such notice was intended.

		Grantor:		The Standard Oil Company
				200 Public Square
				Cleveland, Ohio 44114-2375

		Grantee:		BP Prudhoe Bay Royalty Trust,
				The Bank of New York, Trustee
				21 West Street, 12th Floor
				New York, New York 10286
				Attention: Corporate Trust Department

     Section 4.3 Binding Effect. This Conveyance and all of the rights and obligations hereunder shall bind and inure to the benefit of the successors and assigns of Grantor and Grantee.

     Section 4.4 Headings for Convenience. The headings used in this Conveyance are inserted for convenience only and shall be disregarded in construing this Conveyance.

     Section 4.5 Counterparts. This Conveyance may be executed in several original counterparts. Each such counterpart shall for all purposes be deemed an original, and all such counterparts shall constitute but one and the same Conveyance.

     Section 4.6 Governing Law. The validity, effect and construction of this Conveyance shall be governed by the laws of the State of Alaska.

     IN WITNESS WHEREOF, the parties hereto have caused this Conveyance to be duly executed as of the day and year first written.

				GRANTOR:
Attest:				The Standard Oil Company
/s/ J.M. Cesarik				By		/s/ J.H. Ross
J.M. Cesarik,				J.H. Ross, Chairman and
Corporate Secretary				Chief Executive Officer
				GRANTEE:
Attest:				BP PRUDHOE BAY ROYALTY TRUST
				By The Bank of New York
/s/ David G. Sampson				By		/s/ W.N. Gitlin
David G. Sampson				Walter N. Gitlin
Assistant Vice President				Assistant Vice President

ACKNOWLEDGMENT

STATE OF OHIO		)
		)    ss
COUNTY OF CUYAHOGA		)

     Before me, a notary public, in and for said county, personally appeared J.H. Ross and J.M. Cesarik, known to me to be the persons who, as Chairman and Chief Executive Officer and Corporate Secretary, respectively, of The Standard Oil Company, the corporation which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation as such officers, respectively; that the same is their free act and deed as such officers, respectively, and the free and corporate act and deed of said corporation; that they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the corporation seal of said corporation. In testimony whereof, I have hereunto subscribed my name, and affixed my official seal, at Cleveland, Ohio, this 15th day of February, 1989.

[SEAL]		/s/ JoAnn Motuza   Notary Public in and for Ohio
		My Commission Expires:

JoANN MOTUZA
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Comm. Expires 9-14-92

STATE OF NEW YORK		)
		)    ss
COUNTY OF NEW YORK		)

     Before me, a notary public, in and for said county, personally appeared Walter N. Gitlin and David C. Sampson, known to me to be the persons who, as Assistant Vice Presidents of The Bank of New York, the corporation which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation as such officers; that the same is their free act and deed as such officers, and the free and corporate act and deed of said corporation; that they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the corporation seal of said corporation. In testimony whereof, I have hereunto subscribed my name, and affixed my official seal, at New York, New York this 23rd day of February, 1989.

		/s/ Virginia Barazotti   Notary Public in and for New York
		My Commission Expires:

VIRGINIA BARAZOTTI
Notary Public, State of New York
No.  ###-###-####
Qualified in Queens County
Certificate filed in New York County
Commission Expires Nov. 30, 1989

EXHIBIT A

TRUST CONVEYANCE

STATE OF ALASKA

						ORCG’s				Recorded
PBU		Lease		Lands		Working				Book/
Tract		Serial No.		Description		Interest*				Page**
16		ADL-25637		Secs. 13,24			50	%		42/609
				T12N-R10E, UM
47		ADL-28260		Secs. 1,2,11,12			100	%***		52/40
				T11N-R13E, UM
25		ADL-28277		Secs. 26,35,36			100	%***		52/44
				T12N-R13E, UM
24		ADL-28278		Secs. 27,28,33,34			100	%***		52/50
				T12N-R13E, UM
23		ADL-28279		Secs. 29,30,31,32			100	%***		52/56
				T12N-R13E, UM
44		ADL-28280		Secs. 1,2,11,12			100	%***		52/62
				T11N-R13E, UM
45		ADL-28281		Secs. 3,4,9,10			100	%***		52/68
				T11N-R13E, UM
46		ADL-28282		Secs. 5,6,7,8			100	%***		52/74
				T11N-R13E, UM
57		ADL-28283		Secs. 17,18,19,20			100	%***		52/80
				T11N-R13E, UM
58		ADL-28284		Secs. 15,16,21,22			100	%***		52/86
				T11N-R13E, UM
59		ADL-28285		Secs. 13,14,23,24			100	%***		52/92
				T11N-R13E, UM
76		ADL-28286		Secs. 25,26,35,36			100	%***		52/98
				T11N-R13E, UM						29/178
77		ADL-28287		Secs. 27,28,33,34			100	%***		47/235
				T11N-R13E, UM
60		ADL-28305		Secs. 17,18,19,20			100	%***		47/223
				T11N-R14E, UM

						ORCG’s				Recorded
PBU		Lease		Lands		Working				Book/
Tract		Serial No.		Description		Interest*				Page**
74		ADL-28309		Secs. 27,28,33,34			100	%***		42/336
				T11N-R14E, UM
75		ADL-28310		Secs. 29,30,31,32			100	%***		47/241
				T11N-R14E, UM
90		ADL-28311		Secs. 1,2,11,12			100	%***		47/229
				T10N-R14E, UM
89		ADL-28312		Secs. 3,4,9,10			100	%***		52/104
				T10N-R14E, UM
101		ADL-28315		Secs. 13,14,23,24			100	%***		52/110
				T10N-R14E, UM
38		ADL-28320		Secs. 1,2,11,12			100	%***		47/199
				T11N-R15E, UM
100		ADL-28330		Secs. 17,18,19,20			100	%***		52/116
				T10N-R15E, UM
99		ADL-28331		Secs. 15,16,21,22			100	%***		52/122
				T10N-R15E, UM
110		ADL-28333		Secs. 25,26,35,36			100	%***		42/341
				T10N-R15E, UM
108		ADL-28335		Secs. 29,30,31,32			100	%***		52/128
				T10N-R15E, UM
66		ADL-28339		Secs. 17,18,19			100	%***		47/193
				T11N-R16E, UM
69		ADL-28343		Secs. 30,31,32			100	%***		42/356
				T11N-R16E, UM
111		ADL-28349		Secs. 29,30,31			100	%***		42/370
				T10N-R16E, UM
31		ADL-34630		Secs. 25,26,35,36			100	%***		47/205
				T12N-R15E, UM