BP (BP)

Long-Term Incentives (Residual)

        Non-executive directors of Amoco Corporation were allocated restricted stock in the Amoco Non-Employee Directors' Restricted Stock Plan by way of remuneration for their service on the board of Amoco Corporation prior to its merger with BP in 1998. On merger, interests in Amoco shares in the plan were converted into interests in BP ADSs. Under the terms of the plan, the restricted stock will vest upon the retirement of the non-executive director having reached age 70 or upon earlier retirement at the discretion of the board. Since the merger, no further entitlements have accrued to any director under the plan.

Amoco Non-Employee Directors' Restricted Stock Plan

        The table below sets out the residual entitlements of non-executive directors who were formerly non-executive directors of Amoco Corporation under the Amoco Non-Employee Directors' Restricted Stock Plan.

(a)

No awards were granted and no awards lapsed during 2004.

(b)

For the purposes of the regulations, the date on which the director retires from the board at or after the age of 70 is the end of the qualifying period. If the director retires prior to this date, the board may waive the restrictions.

(c)

Mr Maljers retired from the board on April 15, 2004 and, in accordance with the terms of the plan, his awards vested on that date (when the BP ADS closing price was $54.16) without payment by him. These awards over BP ADS derived from awards over Amoco shares granted between April 26, 1994 and April 28, 1998. The awards were granted over Amoco stock prior to the merger but their notional weighted average market value at the date of grant (applying the subsequent merger ratio of 0.66167 of a BP ADS for every Amoco share) was $27.87 per BP ADS.

Superannuation Gratuities

        In accordance with the Company's long-standing practice, non-executive directors who retire from the board after at least six years' service are, at the time of their retirement, eligible for consideration for a superannuation gratuity. The board is authorized to make such payments under the Company's Articles. The amount of the payment is determined at the board's discretion (having regard to the director's period of service as a director and other relevant factors).

        In 2002, the board revised its policy with respect to such payments so that: (i) non-executive directors appointed to the board after July 1, 2002 would not be eligible for consideration for such a payment; and (ii) while non-executive directors in service at July 1, 2002 would remain eligible for consideration for a payment, service after that date would not be taken into account by the board in considering the amount of any such payment.

        The board made no superannuation gratuity payments during 2004.

137

Long-Term Incentives (Residual)

        Non-executive directors of Amoco Corporation were allocated restricted stock in the Amoco Non-Employee Directors' Restricted Stock Plan by way of remuneration for their service on the board of Amoco Corporation prior to its merger with BP in 1998. On merger, interests in Amoco shares in the plan were converted into interests in BP ADSs. Under the terms of the plan, the restricted stock will vest upon the retirement of the non-executive director having reached age 70 or upon earlier retirement at the discretion of the board. Since the merger, no further entitlements have accrued to any director under the plan.

Amoco Non-Employee Directors' Restricted Stock Plan

        The table below sets out the residual entitlements of non-executive directors who were formerly non-executive directors of Amoco Corporation under the Amoco Non-Employee Directors' Restricted Stock Plan.

(a)

No awards were granted and no awards lapsed during 2004.

(b)

For the purposes of the regulations, the date on which the director retires from the board at or after the age of 70 is the end of the qualifying period. If the director retires prior to this date, the board may waive the restrictions.

(c)

Mr Maljers retired from the board on April 15, 2004 and, in accordance with the terms of the plan, his awards vested on that date (when the BP ADS closing price was $54.16) without payment by him. These awards over BP ADS derived from awards over Amoco shares granted between April 26, 1994 and April 28, 1998. The awards were granted over Amoco stock prior to the merger but their notional weighted average market value at the date of grant (applying the subsequent merger ratio of 0.66167 of a BP ADS for every Amoco share) was $27.87 per BP ADS.

Superannuation Gratuities

        In accordance with the Company's long-standing practice, non-executive directors who retire from the board after at least six years' service are, at the time of their retirement, eligible for consideration for a superannuation gratuity. The board is authorized to make such payments under the Company's Articles. The amount of the payment is determined at the board's discretion (having regard to the director's period of service as a director and other relevant factors).

        In 2002, the board revised its policy with respect to such payments so that: (i) non-executive directors appointed to the board after July 1, 2002 would not be eligible for consideration for such a payment; and (ii) while non-executive directors in service at July 1, 2002 would remain eligible for consideration for a payment, service after that date would not be taken into account by the board in considering the amount of any such payment.

        The board made no superannuation gratuity payments during 2004.

131