BP (BP)

Total Remuneration

        Total remuneration includes salary and benefits earned and paid during the relevant year, plus bonuses, which are paid in the following year, plus for 2004 the value of the awards made under the 2001 to 2003 LTPP in respect of the three years covered by that plan. The total remuneration paid during 2004 to all directors and senior management as a group (22 persons at December 31, 2004) was $32 million. Total share options granted during 2004 to all directors and senior management as a group was 3,539,998; these have an option price of £4.22 and expire in 2011. The amount accrued during 2004 to provide pension benefits to all directors and senior management as a group was $14 million.

        During 2005, the Company will introduce a new Medium Term Performance Plan (MTPP) and a new Deferred Annual Bonus Plan (DABP) for Senior Management. Executive Directors will not participate in either plan. Under the MTPP, Performance Units will be granted at the start of a three-year performance period, representing the maximum potential share award. At the end of this period, shares will be awarded based on BP's performance against two measures and the number of Performance Units granted to the individual. Under the DAPB, shares will be awarded to participants annually to reflect a proportion of the annual cash bonus that their performance has earned. The shares will vest after a three-year retention period. Both plans will have effect from January 1, 2005. The MTPP replaces the existing LTPP element of senior management's total remuneration and, with effect from January 1, 2005, senior management no longer receives annual grants of share options under the BP Share Option Plan.

138

BOARD PRACTICES

(a)

Shareholders approved an amendment to the Articles of Association such that at each AGM held after December 31, 2004, all directors shall retire from office and may offer themselves for re-election. Therefore all directors will retire or offer themselves for re-election in accordance with the Articles of Association at the 2005 AGM.

(b)

Does not include service on the board of Amoco Corporation

(c)

Mr Sutherland previously served as a director from 1990-1993.

Total Remuneration

        Total remuneration includes salary and benefits earned and paid during the relevant year, plus bonuses, which are paid in the following year, plus for 2004 the value of the awards made under the 2001 to 2003 LTPP in respect of the three years covered by that plan. The total remuneration paid during 2004 to all directors and senior management as a group (22 persons at December 31, 2004) was $32 million. Total share options granted during 2004 to all directors and senior management as a group was 3,539,998; these have an option price of £4.22 and expire in 2011. The amount accrued during 2004 to provide pension benefits to all directors and senior management as a group was $14 million.

        During 2005, the Company will introduce a new Medium Term Performance Plan (MTPP) and a new Deferred Annual Bonus Plan (DABP) for Senior Management. Executive Directors will not participate in either plan. Under the MTPP, Performance Units will be granted at the start of a three-year performance period, representing the maximum potential share award. At the end of this period, shares will be awarded based on BP's performance against two measures and the number of Performance Units granted to the individual. Under the DAPB, shares will be awarded to participants annually to reflect a proportion of the annual cash bonus that their performance has earned. The shares will vest after a three-year retention period. Both plans will have effect from January 1, 2005. The MTPP replaces the existing LTPP element of senior management's total remuneration and, with effect from January 1, 2005, senior management no longer receives annual grants of share options under the BP Share Option Plan.

132

BOARD PRACTICES

(a)

Shareholders approved an amendment to the Articles of Association such that at each AGM held after December 31, 2004, all directors shall retire from office and may offer themselves for re-election. Therefore all directors will retire or offer themselves for re-election in accordance with the Articles of Association at the 2005 AGM.

(b)

Does not include service on the board of Amoco Corporation

(c)

Mr Sutherland previously served as a director from 1990-1993.