BP (BP)

Specific Provisions relating to the Share Element

4.1    The Committee may, at its absolute discretion, grant the Share Element during any Grant Period. The Share Element will normally be subject to a demanding performance condition. The performance condition attaching to Awards under this Element will be determined by the Committee at the time of grant and will usually require a sustained improvement in the Company's performance, normally relative to its peer group, over a Performance Period.

4.2    The Shares awarded on maturity of this Element will normally be subject to a compulsory retention period determined by the Committee which will not normally be less than three years. Shares will only be released at the end of the retention period if the Company's minimum shareholding guidelines (as determined by the Committee from time to time) have been met.

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

(a)

the circumstances, if any, and proportions in which, an award of Shares will vest under this Share Element in the event that a Participant ceases to be an employee of the Group prior to the end of the Performance Period;

(b)

whether any retention period will apply to any award of Shares pursuant to sub-paragraph (a) of this rule 4.3 and the length of any such retention period;

(c)

whether any award of Shares will vest under this Share Element in the event of the death of the Participant; and

(d)

that any entitlement to an award of Shares under the Share Element 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.

4.4    In exceptional circumstances, the Committee may make Awards under the Share Element which are subject to a requirement of continued service over a specified period, rather than a corporate performance condition. Such Awards will only be made as an element in a recruitment or retention incentive or as a reward for exceptional achievement of projects.