BP (BP)

Corporate Transactions and other events

6.1    Save as provided in rules 6.2 and 6.3, if:

(a)

any company obtains Control of the Company as a result of making a general offer to acquire all the Shares (other than those which are already owned by him and/or any person acting in concert with him);

(b)

any company, having such Control, makes a general offer to acquire the Shares (other than those which are already owned by him and/or any person acting in concert with him);

(c)

any company obtains Control of the Company in pursuance of a scheme of arrangement sanctioned by the Court under section 425 of the Companies Act 1985; or

(d)

notice is duly given of a resolution for the voluntary winding-up of the Company;

then the following provisions shall apply (unless the Committee specifies otherwise in the Grant Letter at the time of grant):

(i)

any Option granted prior to the date on which the relevant event occurs shall become exercisable in full (irrespective of whether it is already exercisable and irrespective of satisfaction of any performance conditions) and the Option will lapse on such date as the Committee specifies;

(ii)

if the relevant event occurs before the end of a Performance Period relating to an Award under the Share Element, the Committee will immediately determine the number of Shares which vest for each Participant, taking account of the proportion of the Performance Period which has elapsed and the degree to which the performance condition has been satisfied.

6.2    For the avoidance of doubt, Awards shall not without the consent of the Committee be exercisable under rule 6.1 in the event of a scheme of arrangement (referred to in rule 6.1(c)) if the purpose and effect of the scheme of arrangement is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the scheme of arrangement. In that event, the Committee shall endeavour to procure that an exchange of Awards is effected under rule 6.3.

6.3    If any company (the Acquiring Company) obtains Control of the Company as a result of an event referred to in rule 6.1, each Participant may, at any time within one month of the change of Control, with the agreement of the Acquiring Company, release any Award (or Element thereof) which has not lapsed (the Old Right) in consideration of the grant to him of a new award, which in the opinion of the Committee and the Acquiring Company is equivalent to the Old Right but relates to shares in a different company (whether the Acquiring Company itself or another company its group).