BP (BP)

The Company may at any time and from time to time, at its sole option, modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; provided, however, no such amendment shall result in a distribution to Parent or to the Company of any amount credited to the Plan Account of any Participant.

Upon complete termination of the Plan, the ADS Shares held in the Plan Account of each Participant (or in the case of partial termination of the Plan, the Plan Account of each affected Participant) shall be transferred to the Participants as Record Shares. The Administrator shall send each affected Participant prior written notice of such Plan or Plan Account termination and of the transfer of Plan Shares to Record Shares. Fractional Plan Shares shall be liquidated, and their cash value as determined by proration of the Market Sale Price for the relevant sale date shall be remitted by first class mail to the Participant via check at his address of record, minus applicable withholdings and deductions as may be required by law or the Plan. Dividends paid thereafter on Record Shares shall be transmitted via check or, where electronic funds transfer was the Dividend payment method for the terminated Plan Account, via electronic funds transfer.

The Company may at any time and from time to time, at its sole option, modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; provided, however, no such amendment shall result in a distribution to Parent or to the Company of any amount credited to the Plan Account of any Participant.

Upon complete termination of the Plan, the ADS Shares held in the Plan Account of each Participant (or in the case of partial termination of the Plan, the Plan Account of each affected Participant) shall be transferred to the Participants as Record Shares. The Administrator shall send each affected Participant prior written notice of such Plan or Plan Account termination and of the transfer of Plan
Shares to Record Shares. Fractional Plan Shares shall be liquidated, and their cash value as determined by proration of the Market Sale Price for the relevant sale date shall be remitted by first class mail to the Participant via check at his address of record, minus applicable withholdings and deductions as may be required by law or the Plan. Dividends paid thereafter on Record Shares shall be transmitted via check or, where electronic funds transfer was the Dividend payment method
for the terminated Plan Account, via electronic funds transfer.

The Company may at any time and from time to time, at its sole option, modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; provided, however, no such amendment shall result in a distribution to Parent or to the Company of any amount credited to the Plan Account of any Participant.

Upon complete termination of the Plan, the ADS Shares held in the Plan Account of each Participant (or in the case of partial termination of the Plan, the Plan Account of each affected Participant) shall be transferred to the Participants as Record Shares. The Administrator shall send each affected Participant prior written notice of such Plan or Plan Account termination and of the transfer of Plan Shares to Record Shares. Fractional Plan Shares shall be liquidated, and their cash value as determined by proration of the Market Sale Price for the relevant sale date shall be remitted by first class mail to the Participant via check at his address of record, minus applicable withholdings and deductions as may be required by law or the Plan. Dividends paid thereafter on Record Shares shall be transmitted via check or, where electronic funds transfer was the Dividend payment method for the terminated Plan Account, via electronic funds transfer.

The Company may at any time and from time to time, at its sole option, modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; provided, however, no such amendment shall result in a distribution to Parent or to the Company of any amount credited to the Plan Account of any Participant.

Upon complete termination of the Plan, the ADS Shares held in the Plan Account of each Participant (or in the case of partial termination of the Plan, the Plan Account of each affected Participant) shall be transferred to the Participants as Record Shares. The Administrator shall send each affected Participant prior written notice of such Plan or Plan Account termination and of the transfer of Plan
Shares to Record Shares. Fractional Plan Shares shall be liquidated, and their cash value as determined by proration of the Market Sale Price for the relevant sale date shall be remitted by first class mail to the Participant via check at his address of record, minus applicable withholdings and deductions as may be required by law or the Plan. Dividends paid thereafter on Record Shares shall be transmitted via check or, where electronic funds transfer was the Dividend payment method
for the terminated Plan Account, via electronic funds transfer.