BP (BP)

REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES

6.

(A)

(i)

The Company shall pay to the Executive during the period of his appointment hereunder a salary at the rate of three hundred and three thousand pounds ((pound)3O3,OOO) per annum. The salary shall be payable by equal monthly payments in arrears. Salary shall be reviewed during the continuance of this Agreement at the Board of Directors discretion.

(ii)

All fees (if any) payable to the Executive for services on the Board of Directors of the Company or the board of directors of other companies on which he may be permitted to serve (whether subsidiaries or associated companies of the Company or not) shall be returned to the Company except that the Executive shall be permitted to retain fees payable in respect of services rendered as a director of one or more overseas subsidiaries or associated companies of the Company outside the UK and Ireland not exceeding ten per cent (10%) of the Executive's gross UK salary. To the extent that the Executive does retain such fees, his UK salary will be pro tanto reduced.

(B)

The Company intends to establish incentive bonus arrangements for the Executive in respect of each calendar year during the subsistence of this Agreement but the Executive shall have no right to participate in any such arrangements (notwithstanding any other verbal or written communication from the Company to the Executive) unless and until the Executive has received written notice from the Board of Directors to the effect that the Executive will participate in the arrangements that are referred to in the notice and that notice refers to this Clause 6(B). For the avoidance of doubt any reference in such a notice to incentive bonus arrangements shall mean the incentive bonus arrangements for the calendar year in question and receipt of such a notice shall not entitle the Executive to participate in incentive bonus arrangements for any other calendar year.

(C)

The Executive is and may remain a member of the BP Pension Scheme subject to and in accordance with the normal terms and conditions of the Scheme (for the time being and from time to time in force) save for the following. The yearly accrual rate of pension shall from the date of his appointment as, and whilst the Executive is, a Managing Director of the Company be one thirtieth (1/30th) (and not one sixtieth (1/60th) or one forty fifth (1/45th) as would otherwise be appropriate) together with a proportionate amount for any additional part year (subject always to Inland Revenue limits and to a maximum pension from the BP Pension Scheme of two thirds (2/3rds) of Final Salary). For the purpose of this sub-Clause 6(C), `Final Salary' is as defined in the Rules of the BP Pension Scheme.

(D)

The Company shall provide a motor car for the use of the Executive in the United Kingdom. The Company shall bear the cost of maintaining, repairing, insuring, testing and taxing the same. The Company shall reimburse all reasonable running expenses properly incurred by the Executive in relation to the use of the car in the performance of his duties under this Agreement provided that the Company shall not reimburse petrol costs related to private motoring. The Executive shall comply with all statements of policy, rules and regulations which the Company may from time to time issue applying to the provision and use of the motor car.

(E)

There shall be refunded to the Executive all reasonable out of pocket expenses properly incurred and defrayed by him in the performance of his duties under this Agreement including expenses of entertainment, subsistence and travelling. The Executive shall produce to the Company all supporting vouchers and documents in respect of such expenses.

(F)

The Executive shall conform to such hours of work as may from time to time reasonably be required of him to carry out his duties to the satisfaction of the Board of Directors and shall not be entitled to receive any additional remuneration for work outside normal business hours.