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It is hereby agreed by and between the parties that their existing collective bargaining

agreement be amended to reflect the following:

ITEM 1. Increase Maintenance Wage

Increase the wage rate by $0.25 per hour for all Maintenance Craft classifications, as a

one-time adjustment.

ITEM 2. Increase overtime meal allowance

During these negotiations the parties had discussions regarding the current meal

allowance level. To resolve this issue Management will increase the meal allowance to

$9.00 and reduce the hours of service of the cafeteria. In addition, vending machines

will be placed in the refinery.

ITEM 3. Reinstate Labor Department

During these negotiations the parties discussed potential uses for the “yard”. In the

current collective bargaining agreement the “yard” is defined as the Labor Department.

The parties discussed the benefits of working in the Labor Department.

To resolve this issue, Management will hire employees in advance of future

employment requirements in Process. New employees will complete a Basic Operator

Orientation Training (BOOT). After completing BOOT, successful candidates will be

placed in the Labor Department until they are required in Process assignments. During

this time in the Labor Department, employees will be given assignments in the various

Maintenance shops and Process areas to gain experience throughout the refinery.

Straight time work will be assigned by Management for the first 3 months following the

completion of BOOT to provide employees with a comprehensive learning experience.

Thereafter, assignments will be offered by seniority. Overtime opportunities will be

offered through the established overtime equalization process.

The rate of pay for employees in the yard will follow the pay scale in item #26.

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ITEM 4. Union monitoring of new hires

During these negotiations the Union submitted a proposal regarding the monitoring of

new hires. In response, Management will:

• Establish seniority numbers within 1 week of the New Hires employment date.

• With respect to bargaining unit seniority give no advantage to salary employees

who transfer to the bargaining unit

• Management will keep the Union leadership apprised of individuals who are in

jeopardy of not successfully completing the probationary period.

• Upon request the Union Chairman will be provided opportunities to interact with

probationary employees.

• Management will solicit feedback from new employees who complete the basic

training for ways to improve the process

ITEM 5. Accelerate repopulation of maintenance department

After many years of discussion regarding Maintenance Repopulation, the parties agreed

to a Maintenance Repopulation Agreement in June 2007. This agreement was then

ratified by the membership of the Union shortly thereafter. This agreement was part of

the BP-USW Ten Point Plan agreed to by the USW International Union and BP.

To date, Management and the Union have made significant progress on the

implementation of this agreement and remain committed to executing the many

remaining, important milestones.

Management and the Union formed a local Maintenance Steering Committee shortly

after ratification of the agreement to discuss issues surrounding the repopulation. To

resolve this issue, Management agrees that it and the Union will continue to work

Maintenance Repopulation issues through this Steering Committee, including holding

meetings on a frequency of at least once per quarter until the agreement is fully

implemented. Management proposes the following:

1) Revise the 2007 Maintenance Memorandum of Agreement (MOA) to increase the

initial repopulation of Equipment Operators to 6 in-house. On a one-time, nonprecedent

setting basis, no direct hire Equipment Operators will be included in this

initial repopulation. These in-house bids will be accelerated by bidding the

Equipment Operators by 12/31/09.

2) Revise the 2007 Maintenance MOA to increase the initial repopulation of

Electricians to 6 in-house and 6 direct hires. The in-house bids will be accelerated

by bidding the 6 in-house Electrician positions by 6/30/10.

3) Revise the 2007 Maintenance MOA to increase the initial repopulation of Heavy

Crafts to 10 in-house and 8 direct hires.

4) Establish a new Instrument-Analyzer Technician classification.

a) The wage rate will be $0.50 per hour higher than that of the Instrument

Technician classification.

b) The training scope will include the curriculum for the Instrument Technician

classification and Analyzer competencies.

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c) On a one time, non-precedent setting basis, the initial implementation of the

Instrument-Analyzer Technician classification will include 6 positions filled by

promoting from the population who are in the shop at the time of bidding.

d) Subsequent Instrument - Analyzer Technician positions will be filled by either

promoting from the current Instrument Technicians or by direct hire. When

promoting from the in-house Instrument Technicians, the most qualified

candidate will be selected for the classification using seniority as the tie-breaker

when two candidates are deemed equal in qualifications.

5) Establish a new Machinist Specialist classification.

a) The wage rate will be $0.50 per hour higher than that of the Machinist

classification.

b) The Machinist Specialist classification will be qualified to perform relevant

machining tasks.

c) On a one time, non-precedent setting basis, the initial implementation of the

Machinist Specialist classification will be offered to the 8 seniority employees

who were awarded Machinist bids in 2008.

d) Subsequent Machinist Specialist positions will be filled by either promoting

from the current Machinists or by direct hire. When promoting from the inhouse

Machinists, the most qualified candidate will be selected for the

classification using seniority as the tie-breaker when two candidates are deemed

equal in qualifications.

6) Establish a new Heavy Craft Code Welder classification.

a) The wage rate will be $0.50 per hour higher than that of the Heavy Craft

classification.

b) Code welder will be qualified to perform pressure piping and pressure vessel

code welding.

c) On a one time, non-precedent setting basis, the initial implementation of the

Heavy Craft Code Welder classification will include 4 positions filled by

promoting from the population who are in the shop at the time of bidding.

d) Subsequent Heavy Craft Code Welder positions will be filled by either

promoting from the current Heavy Crafts or by direct hire. When promoting

from the in-house Heavy Crafts, the most qualified candidate will be selected

for the classification using seniority as the tie breaker when two candidates are

deemed equal in qualifications.

7) For employees who bid to Craft positions after 2/01/09, modify paragraph 3.16 as

follows: When jobs are awarded in Maintenance, the employee will be subject to a

freeze on bidding on any other job in the Refinery until four (4) years after

achieving 1st Class qualification.

8) For future bids of existing hourly employees into Craft positions, double the opt out

time in paragraph 3.25 to provide for a 60 day return provision.

9) Through the Local Steering Committee we commit to the need to further discuss

additional Craft flexibility but as a minimum the following are agreed:

a) Machinists to blank and deblank rotating equipment suction and discharge

piping (8”-300# and under) for isolation and perform minor pipefitting (eg.

auxiliary piping/tubing) associated with rotating equipment. Implement this

item beginning 1/01/10.

b) All Crafts to use small carry-deck. Implement this item beginning 12/31/10.

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c) Agree to continue to discuss the use of one man crews through the local

Maintenance Steering Committee. If local parties are unable to resolve this issue

by 12/31/09, seek assistance of the National Parties per the June 2007

Maintenance MOA.

10) Direct hire 1st Class Crafts will be paid at 2nd Trainee rate of pay through the first

six (6) months of employment, at which time they will progress to 1st Class rate of

pay. This pay progression will begin with direct hires who start employment

beginning 1/01/10.

11) Due to the acceleration and increase of the Maintenance repopulation and other

changes in Item 18 along with existing demographic changes, there may be

situations where unacceptably high levels of turnover may occur in one or more

Operating crews, increasing the risk of a process safety incident. The intent of this

agreement by both parties is not to inadvertently introduce an unforeseen safety

risk. Both parties reserve the right to regularly revisit the pace of this agreement as

part of the already established Maintenance Steering Committee.

ITEM 6. Establish walk-around time for Chairman and designee

The Union’s request for time to “walk around” and interact with employees on issues

surrounding the collective bargaining agreement will be granted on a case by case

basis. When the Union leadership requests “walk around” time to discuss issues with

hourly employees, Management will make efforts to grant such requests. With

Management’s response to the Union’s issue #10, and Management’s commitment to

providing time to inform hourly employees of Union-Management topics, the current

practices of allowing walk around time will stay in force.

ITEM 7. Establish hourly COW positions

During these negotiations the issue of creating hourly Control of Work (CoW) positions

was raised by the Union. In response to this request Management presented an

overview of the rollout of Control of Work in 2009. At this time, the need for

permanent bargaining unit positions associated with Control of Work is not foreseen;

however the final state of operating the refinery with CoW is not finalized. There are

likely to be temporary roles associated with the implementation of CoW and

Management will consider utilizing the Hourly Leader Classification to fill these roles.

Management will continue to update the Union on the implementation and rollout of

Control of Work. After the implementation of the Control of Work Refining Defined

Practice, Management and Union will evaluate the need for full time CoW positions.

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ITEM 8. Vacation eligibility for new hires to mirror salaried employees

After discussion of the issue of vacation eligibility for hourly new hires, Management

agrees to modify the existing vacation language for new hourly employees to be

consistent with the BP vacation policy.

(See Attachment 1)

ITEM 10. Establish full-time paid Union Chairman

During these negotiations the parties discussed the proposal to have the Union

Chairman be a full time position and compensated by the company. Given the current

joint agenda agreed to by the National Parties (10 Point Plan) and the local parties

(April 2007 offsite), there is a need to have the Union Chairman available to participate

in meetings with Management. To resolve this issue Management will provide the

Chairman with one (1) day per week off their regularly scheduled job, to prepare for

and participate in meetings with Management. Meetings that the Union Chairman

normally participates in such as, but not limited to the monthly Union-Management and

Process Safety Management Review meetings will be excluded from this agreement.

ITEM 13. Modify Article IV Section 5 Heading

Modify Article IV Section 5 to read as follows:

Overtime and Premium Pay, Maintenance Workers

ITEM 14. Modify Article IV Section 6 Heading

Modify Article IV Section 6 to read as follows:

Overtime and Premium Pay, Shift Workers

ITEM 17. Remove Unfair Advantage language 6.24

Paragraph 6.24 f will be updated as follows:

An employee found taking unfair advantage of the benefit provisions of the plan will be

subject to discipline up to and including discharge.

ITEM 18. Revisit Recent OM&S Agreement

During these discussions, the parties discussed the OM&S Realignment MOA with

respect to transition timelines and vacancy fill. As a result, the following is agreed to:

• OM&S #2 transition will conclude by 2/28/09

o Post 2/28/09, any vacancy will be filled per the agreement

• OM&S #1 transition will conclude by 09/30/09

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o Management understands the impact of moving employees to different

shifts for over two weekers and will strive to minimize this during

transition

o Post 09/30/09, any vacancy will be filled per the agreement

• Vacancy Fill for OM&S #2 will be the same as Vacancy Fill for OM&S #1

• Vacancy Fill for the Blender position will be filled the same as that used for

IGO’s (See Attachment 2)

• For OM&S #1 and OM&S #2, there will be an A, B, C, D shift and a Monday

through Friday Day shift.

ITEM 19. Modify Temporary Supervisor language 3.32

Modify paragraph 3.32 as follows:

Any employee in this bargaining unit temporarily promoted to a supervisory capacity as

defined in Article II, Section I, shall retain job rights on the job he left in this

bargaining unit provided he is relieved of his supervisory duties within eighteen (18)

months cumulative during the term of the contract.

ITEM 20. Add schedule language Article IV Section 1 4.6F

Modify Article IV Section 1 Paragraph 4.4d as follows:

In the event operating conditions of the plant change to the extent that it becomes

necessary for the company to establish continuous or other schedules than those set up

in this Article IV, then the Company and the Union will meet to work out the details at

least 30 days in advance of such change, excluding emergency situations. Employees in

the classification involved having the greater seniority shall have the option of working

such new regular schedules.

ITEM 22. Establish Hourly Leader position

In resolution of this issue presented by the Union, Management agrees to establish an

Hourly Leader Position. This position will not supervise bargaining unit personnel, but

may be involved in activities associated with BP employees, vendors, contractors, and

other 3rd parties. The leader classification will focus on activities where bargaining unit

employees experience and knowledge can benefit a specific task or activity which

would have otherwise been performed by non-bargaining unit individuals.

Management will inform the Union of any activity being considered for an Hourly

Leader Position as far in advance as is practicable. The activity under consideration for

Hourly Leader will specify the following:

• Work to be accomplished including roles and responsibilities

• Estimated duration of the assignment (for assignments anticipated lasting longer than

six (6) months Management will provide updates to the Chairman on quarterly

intervals as to the completion)

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• Skills required for the assignment (such as a specific process unit experience,

computer skills, etc.)

• Hours of work

• Who this person will report to during the assignment

With respect to the selection of candidates for Leader Positions the Union Chairman

can provide input to the Company for the Leader Position. The most appropriate

candidate will be selected for the role by Management.

Pay and Overtime Issues:

• Employees selected for a Leader Position will receive a 5% premium above their

classification while in the role

• Overtime for the Leader Position will be exclusive to the assignment

• Overtime in the classification vacated will be filled according to the current

procedures

• Participants from the Maintenance Department will be charged for overtime worked

on the overtime equalization list

ITEM 23. Establish Hourly Trainer position

After the parties discussed the Hourly Trainer role, Management agrees that hourly

participation in training activities is a benefit to the refinery. While it is expected that

on the job training and mentoring of employees is everyone’s responsibility, there may

be specific training activities where the use of the Hourly Leader role can be utilized.

Management will consider these specific training activities to be one use of the Hourly

Leader role.

ITEM 24. Clean up contract language

The parties agree to update the local agreement with modifications since 2002. This

will also resolve Item #37.

ITEM 25. Select GOQ trainees by plant seniority, not team seniority

Modify “S” letter, S-2 to read as follows:

Management intends to have at least one IGOQ per shift, per zone and at least one

OGOQ per shift, per section. This will not be considered a requirement for vacancy fill,

permanent or temporary. Employees selected for Q training will be based on the senior

employee who volunteers on the shift(s) where Management determines additional Q’s

are required. Management will meet with Union leadership on a quarterly basis to

review the status of current Q staffing, Q training in progress, and plans for future

training.

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ITEM 26. Institute a “Pay for Knowledge” for new hires while in training

Applicable for all new hourly operators commencing employment after the ratification

of this agreement or the effective date of the contract, whichever is later.

1. As is current practice today, new hourly trainees begin Basic Operations Operator

Training (BOOT), which is 8-10 weeks in duration at the present time. Management can

change the duration of the BOOT based on future training requirements.

2. After successful completion of BOOT, new hourly trainees will go into the labor

classification (see item 3).

3. As extraboard are required in the process areas, employees in the Labor Classification

will chose from the available opportunities by seniority.

4. Training will include classroom and field training on job number one and its match job.

Then the trainee will work along side the operators to reinforce the learning. This total

process should take four months and culminates with a field test in both jobs.

5. During this process the trainee will be assigned to a shift team for training purposes until

fully qualified in all jobs in the zone. At that point preference of schedule will be used.

6. After the trainee qualifies on the first two jobs, he/she will go on shift for a period of two

months to embed the learning. At this time he/she will be eligible to work vacancies on

straight time or overtime on those two jobs.

7. Training, qualifying and working on each additional job within the zone will occur in a

similar fashion.

8. During the embedding process on subsequent jobs, the extraboard will remain on shift,

stay current on jobs previously qualified, and is eligible to work straight time and

overtime vacancies in any job for which they are qualified.

9. An employee is considered eligible for an over two week vacancy upon qualifying and

embedding on all jobs in a zone.

10. Upon qualifying on all jobs in a zone, extraboards will maintain their qualifications in all

jobs through any combination of working straight time, overtime and/or brush up

opportunities at least once per quarter per job.

11. If for any reason a trainees progression is interrupted they will maintain their current rate

of pay until they resume training and qualify on the next job.

12. New hourly trainees will not have the opportunity to bid on jobs while in training. After a

newly hired employee qualifies on all jobs in his/her job classification in his/her zone, the

employee will be subject to a one (1) year freeze on bidding out of their zone.

13. The Union and Company agree to meet as appropriate to review the new hire progression

process.

14. Should the trainee fail to qualify on any job in the zone, he or she will be returned to the

Labor Department at the labor rate of pay.

Pay increases will be modified under the following progression:

• New hire wage rate ($23.87)

• Upon successful completion of BOOT $25.68, 80%

• New hire Operator trainee rate $27.65

• After qualifying on job 2-$28.90, 90%

• After qualifying on job 3-$30.50, 95%

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• After qualifying on job 4-$32.10, 100%

• After being qualified on all jobs in the zone 100%

Note: An Operator Trainee shall not

receive a reduction in rate when

returning to the yard.

New hire Operator Trainee Rate ------- $27.65

After qualifying on job 2----- $28.90---90%

After qualifying on job 3----- $30.50---95%

After qualifying on job 4----- $32.10---100%

Note:

Rates are calculated on percentage of

current operator rate.

Post BOOT

Rate

$25.68

New Hire Rate

$23.87

Labor Rate After

Probation

$27.65

Helper Rate

Under 1 Year

$28.02

Helper Rate

Under 4 Years

$28.40

Helper Rate

Over 4 Years

$28.85

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ITEM 28. Effective 1/1/2010 operators and/or extraboards who bid into a different zone will

train and qualify as follows:

• After being awarded a bid into either an operator or extra board position in a

different zone:

o Operators and/or extraboards will qualify on all jobs within the zone.

o Training for each job in a zone or area will take 1 to 2 months.

o Training will include classroom, field training, time to embed the learning

and qualifying via field test.

o Operators will maintain their qualifications in jobs, other than their bid

and match job, through any combination of working overtime and/or brush

up opportunities at least once per quarter per job.

o Operators are eligible for overtime opportunities for any job in which they

are qualified.

o Extraboards will maintain their qualifications in all jobs through any

combination of working straight time, overtime and/or brush up

opportunities at least once per quarter per job.

o An extraboard is considered eligible to work at straight time or over time

on any job for which they are qualified.

o An extraboard is considered eligible for an over two week vacancy upon

qualifying on all jobs in a zone.

o When bidding occurs out of the section to an operator job the trainee will

receive operator rate of pay after qualifying on the first 2 jobs.

ITEM 29. Extend probation period to 9 months:

Modify Paragraph 3 .3 as follows:

Definition of Seniority - Seniority shall start nine (9) months after date of employment

in the Labor Department, with the understanding that should a new employee continue

in service longer than nine (9) months, his seniority will date back to the date of his

employment (the first nine (9) months of employment being considered as a probation

period). It is understood that in the event a new employee is hired into the Labor

Department for temporary work and is laid off prior to the expiration of the nine (9)

month probation period, but is later rehired within 365 days, his prior service will be

accumulated as to seniority.

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ITEM 30.A. Modified Lab Proposal:

Add the following language under Exhibit B, B-13

Laboratory Vacancy:

When there is a vacancy in the Laboratory, the vacancy will be posted as:

• Laboratory Technician – Days

• Laboratory Technician - Rotating Days

• Laboratory Technician - Shift

Laboratory Technician position job assignments are determined as follows:

• Laboratory Technician - Shift – Preference of Schedule

• Laboratory Technician – Rotating Days – Preference of Schedule

• Laboratory Technician – Days – Supervision will determine assignments after

input from the Day Technicians

ITEM 33. Extend the length of time for Temporary Supervisor assignments

ITEM 37. Update local agreement for contractual changes since the 2002 contract

The parties will identify agreements and/or settlements to be included in the local

collective bargaining agreement reached since 2002. This will also include modifying

both parties’ names. The intent is to reflect as accurately and concisely as possible

those agreements between the parties.

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IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals this

______ day of ______, 2009.

For the Union For the Company