BP (BP)

Plan Limits

3.1    Awards may only be satisfied using existing issued Shares or, following the Renewal Date, using existing issued Shares or Treasury Shares. Where existing issued Shares are used, the Company shall provide (and shall procure, where appropriate, that any member of the Group which employs Participants shall provide) sufficient monies to enable the Trustee to acquire sufficient Shares to satisfy all Awards. Such monies shall be provided to the Trustee no later than the date on which the Award is exercisable.

3.2    The total number of Shares that may be transferred (whether as existing issued Shares or as Treasury Shares) pursuant to Awards granted under the Plan in the five years following the Renewal Date (ignoring Shares comprised in Awards which have been cancelled, renounced pursuant to rule 2.5 or have lapsed) shall not exceed 0.5 per cent. of the issued ordinary share capital of the Company as at the Renewal Date.

3.3    There is no limit on the value of Awards which may be granted to a Participant in any year or over the life of the Plan. However, (a) the total combined value of Awards granted under all Elements in any year will be set by the Committee at a level designed to reflect global market practice, and (b) for the purposes of regulation 162 of the Internal Revenue Code, no Participant who is resident in the United States will be granted Awards under either the Option Element or the Share Element in any year over more than 0.1 per cent. of the issued ordinary share capital of the Company as at the Adoption Date.