BP (BP)

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

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)

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;

(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.