BP p.l.c. (BP) 20-F/A 2005 FY Annual report (foreign) (amended)

Exhibit 4.3

BP p.l.c.

RULES OF THE BP p.l.c. MEDIUM TERM PERFORMANCE PLAN 2005

Adoption:	28 July 2005
Expiry Date:	28 July 2015

Table of Contents

Contents	Page
1 Definitions		1
2 Granting Performance Units		2
3 Performance Units		3
4 Making of Awards		4
5 Leaving the Group before the end of the Performance Period		6
6 Variations in share capital, demergers and special distributions		7
7 Exchange of Performance Units		8
8 Restrictions on issue of Shares		9
9 Terms of employment		9
10 General		10
11 Changing the Plan and termination		12
12 Governing law and jurisdiction		12
Schedule 1 US		13
Schedule 2 Cash Award		15
Schedule 3 Executive Vice Presidents		16

i

Rules of the BP p.l.c. Medium Term Performance Plan 2005

Introduction

This plan sets out the terms on which awards of shares will be made to certain employees of the Company and its Subsidiaries. Employees selected for participation in the Plan will be granted a conditional entitlement to an award of shares (“Performance Units”). The extent to which shares are awarded in respect of Performance Units is subject to continued employment and the satisfaction of performance conditions over the performance period.

1	Definitions
	In these rules:
	“Acquiring Company” means a person who obtains Control of the Company;
	“ADS” means an American depository share representing ordinary shares of the Company;
	“Award” means an award of Shares under rule 4;
	“Award Date” means the date on which an Award is made under any of rules 4, 5 or 6;
	“Business Day” means a day on which the London Stock Exchange (or, if relevant and if the Designated Corporate Officer determines, any stock exchange nominated by the Designated Corporate Officer on which the Shares are traded) is open for the transaction of business;
	“Cause” means termination in circumstances in which the employer can terminate employment without notice;
	“Company” means BP p.l.c.;
	“Control” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act 1988;
	“Dealing Restrictions” means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code;
	“Designated Corporate Officer” means the Group Chief Executive or other appropriate Corporate Officer authorised under the BP Management Framework and associated delegations. The Designated Corporate Officer may be advised by an appropriate Meeting;
	“Grant Date” means the date which the Plan Administrator sets for the grant of a Performance Unit;
	“London Stock Exchange” means London Stock Exchange plc;
	“Member of the Group” means:

(i)	the Company; and
(ii)	its Subsidiaries from time to time; and
(iii)	any other company which is associated with the Company and is so designated by the Designated Corporate Officer;

1

	“Model Code” means the UK Listing Authority Model Code for transactions in securities by directors, certain employees and persons connected with them;
	“Participant” means a person holding a Performance Unit or his personal representatives;
	“Performance Conditions” means the conditions imposed under rule 2.4;
	“Performance Period” means the period over which the Performance Conditions are to be satisfied which will not normally be less than 3 financial years of the Company;
	“Performance Unit” means a conditional entitlement to an Award granted to a Participant;
	“Plan” means these rules known as “The BP p.l.c. Medium Term Performance Plan 2005” as changed from time to time;
	“Plan Administrator” means the person or persons appointed by the Designated Corporate Officer as the plan administrator for the purposes of this Plan;
	“Regulatory Information Service” means a service that is approved by the Financial Services Authority as meeting the Primary Information Provider Criteria and is on the list of the Regulatory Information Services maintained by the Financial Services Authority;
	“Shareholding Guidelines” means the guidelines established by the Company from time to time and which provide for certain employees to hold Shares;
	“Shares” means fully paid ordinary shares in the capital of the Company or where the context requires ADSs (see rule 4.5);
	“Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985;
2	Granting Performance Units
2.1	Grant
	Performance Units will be granted by the Company.
	Performance Units granted under the Plan, and the terms of those Performance Units, must be approved in advance by the Designated Corporate Officer.
2.2	Eligibility
	The Company may grant Performance Units to any employee of the Company or any Subsidiary. However, Performance Units may not be granted to an employee who on the Grant Date is either (i) a director of the Company or (ii) an employee whose employment has been or is to be terminated, whether or not notice of termination of employment has been given or received and whether or not such termination is lawful, unless in the case of (ii) only the Designated Corporate Officer considers that special circumstances exist.
	In determining whether or not an employee will be granted Performance Units and the number of any Performance Units the Company may have regard to the extent to which the employee has satisfied the Shareholding Guidelines.
2.3	Time of Operation
	Performance Units may only be granted within 42 days starting on any of the following:

2.3.1 the date of adoption of the Plan;

2

2.3.2	the day after the announcement of the Company’s results through a Regulatory Information Service for any period;
2.3.3	any day on which the Designated Corporate Officer resolves that exceptional circumstances exist which justify the grant of Performance Units;
2.3.4	any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or
2.3.5	the lifting of Dealing Restrictions which prevented the granting of Performance Units during any period specified above.

2.4 Conditions

2.4.1	Awards in respect of Performance Units shall be subject to the satisfaction of Performance Conditions specified at the Grant Date. Performance Conditions may be different for different Participants.
2.4.2	The Company, subject to the approval of the Designated Corporate Officer, may waive or change the Performance Conditions in accordance with their terms or in any way the Designated Corporate Officer sees fit.
2.4.3	Notwithstanding anything else in the Plan, an Award will only be made in respect of Performance Units to the extent that any Performance Conditions are satisfied or waived.

2.5	Certificates
	Each Participant will receive a certificate setting out the terms of the Performance Units as soon as practicable after the Grant Date. A certificate will include a statement that English law governs the certificate and its construction. If any certificate is lost or damaged the Company may replace it on such terms as it decides.
2.6	No payment
	A Participant is not required to pay for the grant of Performance Units.

2.7 Disclaimer of Performance Units

	Any Participant may disclaim all or part of his Performance Units within 30 days after the Grant Date by notice in writing to any person nominated by the Company. If this happens, the Performance Units will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer.
3	Performance Units
3.1	Terms of Grant
	Performance Units are subject to the rules of the Plan. The terms of the grant of Performance Units, as determined by the Company and approved by the Designated Corporate Officer, must be notified to the Participant and must include:

3.1.1	the maximum number of Shares which may be comprised in an Award in respect of Performance Units; and
3.1.2	the Performance Conditions specified under rule 2.4.

3

3.2	Rights
	A Participant will have no rights of a shareholder (e.g. voting or dividends) in respect of Performance Units.

4	Making of Awards
4.1	Determination of Performance Conditions and making of Awards
	As soon as practicable following the end of the Performance Period (or at any other time where the rules state that the Performance Conditions should be applied) the Designated Corporate Officer will determine whether and to what extent the Performance Conditions have been satisfied and how many Shares should be awarded in respect of Performance Units and whether or not any Shares comprised in an Award in respect of any Participant shall be restricted under rule 4.7.
	The maximum number of Shares in respect of which an Award may be made for each Performance Unit is one Share, and may be a fraction of a Share. However, Awards shall be made in respect of whole Shares.
	Once the determination is made under this rule 4.1 the Company will make an Award of Shares. The determination is the Award Date.
4.2	Consequences
	To the extent that an Award has been made under any of rules 4, 5 or 6, the Company will procure the transfer of Shares to the Participant (or as he may direct) as soon as practicable after the Award Date. Subject to rule 4.7, the Participant will be entitled to all rights to Shares where the record dates fall after the date of transfer.
4.3	Lapse
	If a Performance Unit lapses under the Plan an Award cannot be made and a Participant has no rights in respect of the Performance Unit.
4.4	Cash alternative
	The Company in its absolute discretion may decide to satisfy Awards by paying an equivalent amount in cash (subject to the withholding provisions in rule 4.6 (Withholding)). The cash amount must be equal to the Market Value of the Shares on the Award Date in respect of which the Award was to be made.
	For the purposes of this rule, “Market Value” means in relation to a Share on any day:

4.4.1	the middle market quotation (as derived from the Daily Official List of the London Stock Exchange) on the immediately preceding Business Day; or
4.4.2	if the Designated Corporate Officer so decides, the average of the middle market quotations on the three immediately preceding Business Days; and
4.4.3	in relation to an ADS on any day the average of the highest and lowest trading prices or an ADS as derived from the New York Stock Exchange Inc. on the immediately preceding Business Day or, if the Designated Corporate Officer so decides, the average of such prices for the three immediately preceding Business Days.

4

4.5	ADSs
	The Plan Administrator may determine that an Award will be made in respect of ADSs and references in these rules to Shares and Awards etc. shall be construed accordingly.
4.6	Withholding
	The Company, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale of any Shares on behalf of the Participant.
4.7	Restrictions on disposal of Shares

4.7.1	This rule 4.7 applies where the Plan Administrator determines that having regard to the Shareholding Guidelines some or all Shares comprised in an Award of a Participant are to be restricted shares (“Restricted Shares”).
4.7.2	Where this rule 4.7 applies the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of the Restricted Shares or any right in respect of them until a date determined by the Plan Administrator and subject to such conditions as the Plan Administrator may impose.
4.7.3	The restrictions in this rule 4.7 do not apply to a sale of Shares to comply with rule 4.6 (Withholding) or disposals confirmed to the Participant at the discretion of the Designated Corporate Officer.
4.7.4	In order to give effect to the restrictions in this rule 4.7, the Company may make such arrangements as it considers appropriate including transferring the Shares to a nominee to be held on behalf of the Participant or requiring the Company’s registrar or ADR nominee to notify the Company of any disposal of Restricted Shares.

4.8	Elections
	The Participant must enter into any elections required by the Plan Administrator, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and elections to transfer any liability, or agreements to pay, national insurance contributions. If he does not do so within a period specified by the Plan Administrator the Award will lapse at the end of that period.
4.9	Dividend equivalents
	The number of Shares awarded under rule 4.1 shall be increased as determined by the Plan Administrator to take account of the net dividends paid during the Performance Period on a number of Shares equal to the number determined under rule 4.1 (“Basic Award”) on the basis that such dividends were reinvested in Shares at the time of payment and added to the number of Shares in the Basic Award.

5

5	Leaving the Group before the end of the Performance Period
5.1	General rule on leaving employment
	Unless rules 5.2 or 5.4 applies, if a Participant ceases to be an employee or director of a Member of the Group before the end of the Performance Period, then all his Performance Units lapse on the date of cessation.
5.2	Leaving in exceptional circumstances

5.2.1 If a Participant ceases to be an employee or director of any Member of the Group for any of the reasons set out below more than 12 months after the start of the Performance Period, then his Performance Units do not lapse and an Award may be made to him at the end of the Performance Period in accordance with rule 4.1. The reasons are:

(i)	ill-health, injury or disability;
(ii)	retirement at normal retirement age, or otherwise with the agreement of the Company;
(iii)	the Participant’s employing company ceasing to be under the Control of the Company;
(iv)	a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group;
(v)	redundancy, but only in circumstances which give rise to a redundancy payment;
(vi)	termination or severance by the Participant’s employer (other than for Cause or where the termination involves the conduct of the Participant), subject in both cases to the agreement of the Plan Administrator; or
(vii)	any other reason, if the Designated Corporate Officer so decides in any particular case.

5.2.2 The Designated Corporate Officer and the Plan Administrator must exercise any discretion provided for in rule 5.2.1 within 30 days after cessation of the relevant Participant’s employment or office and the Performance Units lapse on the earlier of the date on which the discretion is exercised and the end of the 30 day period but for the avoidance of doubt an Award will not be made or Performance Units lapse before the date of cessation.

5.3	Leaving after the end of the Performance Period but before the making of an Award
	If a Participant ceases to be an employee or director of any member Group for any reason in circumstances where the Performance Period has ended but Awards have not been made (because, for example, any Dealing Restrictions), his Performance Units will not lapse and Awards may be made in accordance with rule 4.1. Rule 4.2 will equally apply to determine the consequences of the making of an Award.

6

5.4	Death
	If a Participant dies, his Performance Units do not lapse and an Award may be made to him as soon as possible after the date of death. The number of Shares awarded will be on the basis of one half Share for each Performance Unit unless the Designated Corporate Officer decides otherwise having regard to the performance of the Company as against the Performance Conditions. For the avoidance of doubt, the Plan Administrator may decide to satisfy such Awards in cash calculated in accordance with rule 4.9.
5.5	Meaning of “ceasing to be an employee or director”
	For the purposes of this rule 5, a Participant will not be treated as ceasing to be an employee or director of a Member of the Group until he ceases to be an employee or director of all Members of the Group or if he recommences employment with a Member of the Group within 7 days.
6	Variations in share capital, demergers and special distributions
6.1	Application of rule
	If, before the transfer of Shares pursuant to an Award, there is:

6.1.1	a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or
6.1.2	a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or
6.1.3	a special dividend or distribution,

	then the number of Shares comprised in an Award shall be adjusted in such manner as the Designated Corporate Officer may determine.
6.2	Takeovers
	Where, before the end of the Performance Period, a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award will be made to a Participant, subject to rule 6.4 (Exchange) and subject to the extent to which the Performance Conditions have been satisfied, on the date the person obtains Control.
6.3	Schemes of arrangement
	When, before the end of the Performance Period, a court sanctions a compromise or arrangement in connection with the acquisition of Shares, an Award will be made to a Participant, subject to rule 6.4 and subject to the extent to which the Performance Conditions have been satisfied at the time of court sanction. This rule applies to a court sanction under Section 425 of the Companies Act 1985 or equivalent procedure under local legislation.
6.4	Exchange
	An Award will not be made under either rule 6.2 or 6.3 but Performance Units will be exchanged under rule 7 (Exchange of Performance Units) to the extent that:

7

6.4.1	an offer to exchange the Performance Units is made and accepted by a Participant; or
6.4.2	the Designated Corporate Officer, with the consent of the Acquiring Company, decides before the person obtains Control (where rule 6.2 applies) or court sanction (where rule 6.3 applies) that the Performance Units will be automatically exchanged.

6.5 Demergers or other corporate events

6.5.1

If the Designated Corporate Officer becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rules 6.2 (Takeover), or 6.3 (Schemes of arrangement) which, in the opinion of the Designated Corporate Officer would affect the current or future value of any Performance Units, the Designated Corporate Officer may determine that an Award will be made to a Participant such Award may be subject to the satisfaction of the Performance Conditions at the discretion of the Designated Corporate Officer.

6.5.2

The Company will notify any Participant who is affected by the Designated Corporate Officer exercising their discretion under this rule.

6.6	Designated Corporate Officer
	In this rule, “Designated Corporate Officer” means the person who was the Designated Corporate Officer immediately before the change of Control.
6.7	Overseas transfer
	If a Participant is transferred to work in another country and, as a result of that transfer he would:

6.7.1	suffer a tax disadvantage in relation to his Performance Units and/or the making of an Award (this being shown to the satisfaction of the Designated Corporate Officer); or
6.7.2	become subject to restrictions on his ability to receive or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on the making of an Award because of the security laws or exchange control laws of the country to which he is transferred;

	then if the Participant continues to hold an office or employment with a Member of the Group, the Designated Corporate Officer may in exceptional circumstances decide that the Awards will be made on a date the Designated Corporate Officer chooses before or after the transfer takes effect. The Award will be made in respect of the number of Performance Units the Designated Corporate Officer permits.
7	Exchange of Performance Units
7.1	Timing of exchange
	Where Performance Units are to be exchanged under rules 6.2 and 6.3 (Takeovers and Schemes of arrangements) the exchange will take place as soon as practicable after the relevant event.

8

7.2	Exchange terms
	Where a Participant is granted new performance units in exchange for existing Performance Units, the new performance units:

7.2.1	must be equivalent to the existing Performance Units;
7.2.2	are treated as having been acquired at the same time as the existing Performance Units and Awards will be made in the same manner and at the same time;
7.2.3	are governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company;
7.2.4	may provide (at the discretion of the Designated Corporate Officer) that the making of Awards is subject to performance conditions.

8	Restrictions on issue of Shares
	No Shares will be issued or transferred from treasury to satisfy Awards unless the Company in general meeting approves in advance such issue or transfer if such approval is required.
9	Terms of employment

9.1.1	For the purposes of this rule, “Employee” means any person who is or will be eligible to be a Participant.
9.1.2	This rule applies:

(i)	whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
(ii)	during an Employee’s employment or employment relationship; and
(iii)	after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

9.1.3	Nothing in the rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.
9.1.4	The grant of Performance Units on a particular basis in any year does not create any right to or expectation of the grant of Performance Units on the same basis, or at all, in any future year.
9.1.5	The benefit to an Employee of participating in the Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable.
9.1.6	No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

9

9.1.7

Without prejudice to an Employee’s right in respect of Performance Units or an Award subject to and in accordance with the express terms of the Plan, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Performance Units or the Award. Any and all discretions, decisions or omissions relating to the Performance Units or the Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this rule.

9.1.8

No Employee has any right to compensation for any loss in relation to the Plan, including:

(i)	any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);
(ii)	any exercise of a discretion or a decision taken in relation to Performance Units or an Award or to the Plan, or any failure to exercise a discretion or take a decision;
(iii)	the operation, suspension, termination or amendment of the Plan.

9.1.9	Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of its rules, including in particular this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan and the Performance Condition, in consideration for, and as a condition of, the grant of Performance Units under the Plan.
9.1.10	Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
9.1.11	Each of the provisions of this rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

10	General
10.1	Decisions are final and binding
	The decision of the Designated Corporate Officer and where relevant the Plan Administrator on the interpretation of the Plan or in any dispute relating to Performance Units or an Award or matter relating to the Plan will be final and conclusive.

10

10.2	Documents sent to shareholders
	The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares.
10.3	Costs
	The Company may ask a Participant’s employer to bear the costs in respect of Performance Units or an Award to that Participant.
10.4	Regulations
	The Designated Corporate Officer has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.
10.5	Employee trust
	The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985.
10.6	Data protection
	By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

10.6.1	administering and maintaining Participant records;
10.6.2	providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
10.6.3	providing information to future purchasers of the Company or the business in which the Participant works;
10.6.4	transferring information about the Participant to a country or territory outside the European Economic Area.

	To the extent a Participant has already entered into any other data protection agreement, with any Member of the Group this rule 10.6 will be interpreted so as not to be inconsistent with or to limit that existing or this agreement.
10.7	Consents
	All allotments and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
10.8	Articles of association
	Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force.

11

10.9 Notices

10.9.1 Any notice or other document which has to be given to a person who is or will be eligible to be a Participant under or in connection with the Plan may be:

(i)	delivered or sent by post to him at his home address according to the records of his employing company; or
(ii)	sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him;

or in either case such other address, for example, work address, which the Plan Administrator considers appropriate.

10.9.2

Any notice or other document which has to be given to the Plan Administrator or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Designated Corporate Officer or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant.

	Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
11	Changing the Plan and termination
11.1	Designated Corporate Officer’s powers
	The Designated Corporate Officer may at any time change the Plan in any way.
11.2	Notice
	The Plan Administrator may give written notice of any changes made to any Participant affected.
11.3	National Provisions
	Notwithstanding any other provision of the Plan, but subject always to rule 11.1 the Company may amend or add to the provisions of the Plan as he considers necessary or desirable to take account of, or to mitigate, or to comply with relevant overseas laws including but not limited to taxation, securities or exchange control laws, provided that the terms of Performance Units granted to such Participants are not more favourable overall than the terms of Performance Units granted to other Participants.
12	Governing law and jurisdiction
	English law governs the Plan and all Performance Units and Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan, Performance Units or any Award.

12

Schedule 1

US

This United States (“US”) Schedule has been adopted by the Company pursuant to rule 11.3 of the Plan and shall vary the terms of the Plan (and any other related documents) accordingly for all US Participants (defined below).

Rule 1 Meaning of Words

“US Participant” means, for purposes of rule 13 (US Tax Compliance and Deferral of Awards) of this US Schedule, a Participant who is a US citizen or US permanent resident (as evidenced by a so-called “green card” and participation in a US tax-qualified pension plan sponsored by a Member of the Group).

For all other purposes under this US Schedule, a “US Participant” means a Participant who is:

(i)	a US citizen;
(ii)	a US permanent resident (as evidenced by a so-called “green card” and participation in a US tax-qualified pension plan sponsored by a Member of the Group); or
(iii)	a non-US citizen who is posted to the US as of an Award Date and who is (or expected to become) subject to US taxation as a resident alien.

Rule 4 (Making of Awards) shall be varied by adding the following:

4.9

Deductions and Offsets from Awards

It shall be a condition of any Award to a US Participant, including an Award deferred pursuant to rule 13 of this Schedule, that the Company, a Member of the Group, or another company employing a US Participant may deduct from and set off against the Award (whether payable in cash or Shares and whether payable at the Award Date or at a later date pursuant to rule 13) any debt, obligation, liability, or other amount owed by the US Participant to a Member of the Group, including but not limited to amounts under an expatriate tax policy (as currently in effect or as amended from time to time), as determined in the sole discretion of the Company.

The following shall be added as rule 13:

Rule 13 US Tax Compliance and Deferral of Awards

13.1

Compliance with Section 409A

To the extent that that grant of Performance Units results (other than due to a US Participant’s election described under 13.2 of this Schedule) in the deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), (1) the Plan is intended to comply with the rules under Section 409A and (2) for persons who receive such grants or related Awards and are subject to U.S. taxation, the delivery of Shares or other property in connection with a waiver of Performance Conditions under rule 2.4, in connection with the application of rule 5, or in connection with rules 6.2, 6.3, 6.5 or 6.7 will not occur until the earliest date permitted under Section 409A(a)(2) and (a)(3).

13

	All taxes, penalties, or interest imposed on any Participant due to any failure to comply with Section 409A of the Code or other tax rule shall be the Participant’s responsibility and the Company shall have no duty under the Plan to keep the Participant whole.
13.2	Election to Defer
	To the extent offered by the Company, US Participants may, no later than a date permitted under Section 409A of the Code, make an election to defer the date on which the Award shall be distributed.
13.3	Form of Election
	The election shall be in a form and subject to such terms as prescribed by the Plan Administrator. It is intended that terms and procedures for such elections and deferrals shall comply with applicable requirements of Section 409A.
13.4	Notice of Award
	As of the Award Date, a US Participant who has deferred an Award shall receive notice of the number of Shares, if any, that comprise his Award, and such Award shall be credited as notional Shares under a notional Share account.
13.5	Notional Dividends and Other Rights
	A US Participant’s notional Share account shall be credited with notional dividends as of the date dividend payments are made to shareholders of record. Notional dividends on newly awarded notional Shares shall only be credited if those US Participants who did not defer would be entitled to dividends on their newly awarded Shares. No shareholder voting rights as such shall arise with respect to notional Shares.
13.6	Distribution of Deferred Accounts
	A US Participant’s notional Share account shall be distributed in accordance with his or her distribution election and only those notional Shares that are to be distributed at a particular point in time shall be converted to actual Shares. The Plan Administrator may make any arrangements necessary, including the conversion of distributable notional Shares into cash, if so determined.
13.7	No Fund Created
	Nothing in these rules shall either require any Member of the Group to make any contributions or create any fund with respect to an Award that has been deferred prior to a relevant distribution date or cause any Member of the Group to establish any fund or otherwise set aside any assets for the purpose of paying Awards with regard to US Participants.
13.8	Deferrals Subject to General Creditors
	All deferred Awards shall remain subject to the general creditors of the Company until their actual distribution to a US Participant.
13.9	Construction
	The Plan shall be construed to give effect, for US tax purposes, to elective deferrals pursuant to rules 13.2 and 13.3, consistent with compliance under Section 409A of the Code.

14

Schedule 2

Cash Award

1	Rules
	The rules of the BP p.l.c. Medium Term Performance Plan 2005 (“Plan”) will apply to grants made under this Schedule 2, as modified by the terms of this Schedule 2.
2	Cash Awards
	Any Performance Units granted under this Schedule 2 will give Participants a right to receive a cash sum only. In addition, any dividend equivalents under rule 4.9 of the Plan will be paid in cash only. No shares may be transferred in satisfaction of grants under this Schedule 2 and references to Awards and Performance Units shall be construed accordingly.
3	No rights as shareholders
	As a result only if their participation under this Schedule 2, Participants will have no rights as shareholders of the Company and no rights to acquire Shares.
4	Payments of cash
	When the determinations are made under rule 4.1 of the Plan in respect of grants made under this Schedule 2 then the Plan Administrator will determine the number of Shares which would have been comprised in an Award had it not been a Cash Award and shall make a cash payment to the Participant in accordance with rule 4.4.

15

Schedule 3

Executive Vice Presidents

1	Rules
	The rules of the BP p.l.c. Medium Term Performance Plan 2005 (“Plan”) will apply to grants made under this Schedule 3, as modified by the terms of this Schedule 3.
2	Eligibility
	This Schedule 3 sets out the terms on which grants may be made to employees who are:
2.1	eligible to participate in the Plan; and
2.2	are either Executive Vice Presidents (but not Directors) of BP p.l.c. or any other employee the Designated Corporate Officer determines.
3	Definitions
	In this Schedule:
3.1	“Performance Units” will be known as “Performance Shares”;
3.2	references to grants of Performance Units will be references to awards of Performance Shares;
3.3	“Awards” will be known as “Vested Shares”;
3.4	references to making an Award will be references to awarding Vested Shares, and references to Shares comprised in an Award will be to Vested Shares.
4	Conditions and Restrictions
4.1	In this Schedule “Performance Condition” may include any other objective condition specified at the time the Performance Shares are awarded (for example, a retention period), and does not have to relate to performance of either the Company or the Participant.
4.2	Rule 4.7.1 shall be replaced by the following rule:
	“This rule 4.7 applies where a condition has been imposed under rule 2.4 that Shares comprised in an Award to a Participant are to be retained shares (“Retained Shares”).
4.3	Rule 4.7.2 shall be replaced by the following rule:
	“Where this rule 4.7 applies, Vested Shares will be retained and held on the Participant’s behalf for a period determined by the Designated Corporate Officer, or if later, until the minimum shareholding requirement under the Shareholding Guidelines is met.”
4.4	References to restrictions in rule 4.7 shall be to retention.
4.5	References to Plan Administrator in rule 4.7 shall be replaced with references to the Designated Corporate Officer.”

16