BP (BP)

Definitions

1.1    In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

Adoption Date means the date of the adoption of the Plan by the Company in general meeting;

Award means a right granted under the rules of the Plan in relation to an Element;

Cause means material breach by a Participant of his contract of employment;

the Committee means the Remuneration Committee of the board of directors of the Company;

the Company means BP plc;

Control has the meaning given to that word by section 840 of the Taxes Act;

Date of Grant means the date on which an Award is granted;

Dealing Day means any day on which the London Stock Exchange (or in relation to an Option Exercise Price in US dollars the New York Stock Exchange) is open for business;

Element means, as appropriate, the Share Element, the Share Option Element, or the Cash Incentive Element;

Executive Director means any executive director of the Company;

Grant Letter means the document setting out the rights and obligations attaching to an Award and which shall include or incorporate by reference the rules of the relevant sub-plan to which an Award relates;

Grant Period means the period of 42 days commencing on any of the following:

(a)

the Adoption Date or the Renewal Date;

(b)

the day on which the Company makes an announcement of its results for the last preceding financial year, half year, quarter or other period; or

(c)

any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards;

the Group means the Company and the Subsidiaries and member of the Group shall be construed accordingly;

Market Value means, in relation to a Share, the closing price for a Share as derived from the Daily Official List of The London Stock Exchange on any Dealing Day (or if applicable the closing price on the New York Stock Exchange);

Option means a right granted under the Plan to purchase Shares;

Option Exercise Price means the price per Share (in Sterling or US dollars) payable on the exercise of an Option as determined by the Committee (subject to adjustment under rule 7);

Participant means any individual who holds a subsisting Award (including, where the context permits, the legal personal representatives of a deceased Participant);

Performance Period means, in relation to the Share Element, the period of three years (or such longer period as the Committee may specify) over which corporate performance is measured;

Performance Share Award means, in relation to the Share Element, a conditional right to Shares at the end of a Performance Period, subject to satisfaction of performance conditions and all other terms on which the award was granted;

the Plan means this Plan as amended from time to time;

Renewal Date means the date of renewal of the Plan by the Company in general meeting (14 April 2005);

Shares means fully paid ordinary shares in the capital of the Company or American Depository Shares (or, in either case, shares representing those shares following any reorganisation of the share capital of the Company);

Subsidiary means any subsidiary of the Company within the meaning of section 736 of the Companies Act 1985 over which the Company has Control;

Taxes Act means the Income and Corporation Taxes Act 1988;

Treasury Shares means ordinary shares in the capital of the Company which are held in treasury by the Company in accordance with sections 162A-G of the Companies Act 1985; and

Trustee means the trustee from time to time of any employee trust which the Committee selects to satisfy Awards.

1.2    Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine. Headings shall be ignored in construing the Plan.

1.3    References to any act shall include any statutory modification, amendment or re-enactment thereof.