BP (BP)

Specific Provisions relating to Options

5.1    The Committee may, at its absolute discretion, grant Options during any Grant Period. The Option Exercise Price of such Options shall be determined by the Committee at its absolute discretion, but shall not be less than the Market Value of a Share on the Dealing Day preceding the Date of Grant or the average of the Market Values of a Share on the three Dealing Days prior to the Date of Grant.

5.2    All Options will be subject to a demanding performance condition.

5.3    The Committee will not grant Options unless it considers that an Option grant is supported by the underlying performance of the Company's business.

5.4    The Grant Letter issued under rule 2.4 shall specify, inter alia, the following:

(a)

the date or dates on which the Option shall normally become exercisable;

(b)

the date or dates on which the Option shall lapse PROVIDED THAT no Option shall be capable of exercise after the tenth anniversary of its Date of Grant;

(c)

the circumstances, if any, and the proportions in which the Option shall become exercisable in the event that a Participant ceases to be an employee of the Group;

(d)

whether and to what extent, the Option shall become exercisable in the event of the death of the Participant;

(e)

that all the Option will automatically lapse in the event that:

(i)

the Participant is dismissed for Cause; and

(ii)

the Participant is declared bankrupt or enters into any general composition with or for the benefit of his creditors; and

(f)

the procedure for the exercise of an Option (including whether the Option may be exercised in whole or in part).

5.5    Any Grant Letter issued pursuant to rule 5.4 shall ensure that legally enforceable rights are created in favour of the Participant.