Adoption: 28 July 2005 Expiry Date: 28 July 2015


Exhibit 4.3
BP p.l.c.
    Adoption:   28 July 2005
    Expiry Date:   28 July 2015



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



Rules of the BP p.l.c. Medium Term Performance Plan 2005
This plan sets out the terms on which awards of shares will be made to certain employees ofthe Company and its Subsidiaries. Employees selected for participation in the Plan will be granteda conditional entitlement to an award of shares (“Performance Units”). The extent to which sharesare awarded in respect of Performance Units is subject to continued employment and the satisfactionof 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 theDesignated Corporate Officer determines, any stock exchange nominated by the DesignatedCorporate 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 employmentwithout notice;
    “Company” means BP p.l.c.;
    “Control” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act1988;
    “Dealing Restrictions” means restrictions imposed by statute, order, regulation orGovernment directive, or by the Model Code or any code adopted by the Company based on theModel Code;
    “Designated Corporate Officer” means the Group Chief Executive or other appropriateCorporate 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 PerformanceUnit;
    “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 bythe Designated Corporate Officer;



    “Model Code” means the UK Listing Authority Model Code for transactions in securities bydirectors, 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 besatisfied 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” aschanged from time to time;
    “Plan Administrator” means the person or persons appointed by the Designated CorporateOfficer as the plan administrator for the purposes of this Plan;
    “Regulatory Information Service” means a service that is approved by the Financial ServicesAuthority as meeting the Primary Information Provider Criteria and is on the list of theRegulatory Information Services maintained by the Financial Services Authority;
    “Shareholding Guidelines” means the guidelines established by the Company from time to timeand which provide for certain employees to hold Shares;
    “Shares” means fully paid ordinary shares in the capital of the Company or where the contextrequires ADSs (see rule 4.5);
    “Subsidiary” means a company which is a subsidiary of the Company within the meaning ofSection 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 beapproved in advance by the Designated Corporate Officer.
2.2   Eligibility
    The Company may grant Performance Units to any employee of the Company or anySubsidiary. However, Performance Units may not be granted to an employee who on the GrantDate is either (i) a director of the Company or (ii) an employee whose employment has beenor is to be terminated, whether or not notice of termination of employment has been given orreceived and whether or not such termination is lawful, unless in the case of (ii) only theDesignated Corporate Officer considers that special circumstances exist.
    In determining whether or not an employee will be granted Performance Units and the numberof any Performance Units the Company may have regard to the extent to which the employee hassatisfied 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;



  2.3.2   the day after the announcement of the Company’s results through aRegulatory Information Service for any period;
  2.3.3   any day on which the Designated Corporate Officer resolves that exceptionalcircumstances exist which justify the grant of Performance Units;
  2.3.4   any day on which changes to the legislation or regulations affecting shareplans are announced, effected or made; or
  2.3.5   the lifting of Dealing Restrictions which prevented the granting ofPerformance Units during any period specified above.
2.4   Conditions
  2.4.1   Awards in respect of Performance Units shall be subject to the satisfactionof Performance Conditions specified at the Grant Date. Performance Conditions may bedifferent 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 anyway the Designated Corporate Officer sees fit.
  2.4.3   Notwithstanding anything else in the Plan, an Award will only be made inrespect of Performance Units to the extent that any Performance Conditions aresatisfied or waived.
2.5   Certificates
    Each Participant will receive a certificate setting out the terms of the PerformanceUnits as soon as practicable after the Grant Date. A certificate will include a statementthat English law governs the certificate and its construction. If any certificate is lost ordamaged 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 afterthe 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. AParticipant 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 ofPerformance Units, as determined by the Company and approved by the Designated CorporateOfficer, 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 respectof Performance Units; and
  3.1.2   the Performance Conditions specified under rule 2.4.



3.2 Rights
  A Participant will have no rights of a shareholder (e.g. voting or dividends) inrespect 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 othertime where the rules state that the Performance Conditions should be applied) the DesignatedCorporate Officer will determine whether and to what extent the Performance Conditions havebeen satisfied and how many Shares should be awarded in respect of Performance Units andwhether or not any Shares comprised in an Award in respect of any Participant shall berestricted under rule 4.7.
    The maximum number of Shares in respect of which an Award may be made for each PerformanceUnit is one Share, and may be a fraction of a Share. However, Awards shall be made inrespect 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 Companywill procure the transfer of Shares to the Participant (or as he may direct) as soon aspracticable after the Award Date. Subject to rule 4.7, the Participant will be entitled toall 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 Participanthas 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 anequivalent 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 respectof 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 theLondon Stock Exchange) on the immediately preceding Business Day; or
  4.4.2   if the Designated Corporate Officer so decides, the average of the middlemarket 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 lowesttrading prices or an ADS as derived from the New York Stock Exchange Inc. on theimmediately preceding Business Day or, if the Designated Corporate Officer so decides,the average of such prices for the three immediately preceding Business Days.



4.5   ADSs
    The Plan Administrator may determine that an Award will be made in respect of ADSs andreferences 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 maywithhold such amount and make such arrangements as it considers necessary to meet anyliability to taxation or social security contributions in respect of Awards. Thesearrangements 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 havingregard to the Shareholding Guidelines some or all Shares comprised in an Award of aParticipant 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 respectof them until a date determined by the Plan Administrator and subject to suchconditions as the Plan Administrator may impose.
  4.7.3   The restrictions in this rule 4.7 do not apply to a sale of Shares tocomply with rule 4.6 (Withholding) or disposals confirmed to the Participant at thediscretion of the Designated Corporate Officer.
  4.7.4   In order to give effect to the restrictions in this rule 4.7, the Companymay make such arrangements as it considers appropriate including transferring theShares to a nominee to be held on behalf of the Participant or requiring the Company’sregistrar 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 andelections 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 willlapse 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 thePlan Administrator to take account of the net dividends paid during the Performance Periodon a number of Shares equal to the number determined under rule 4.1 (“Basic Award”) on thebasis that such dividends were reinvested in Shares at the time of payment and added to thenumber of Shares in the Basic Award.



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 directorof a Member of the Group before the end of the Performance Period, then all his PerformanceUnits 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 theGroup for any of the reasons set out below more than 12 months after the start of thePerformance Period, then his Performance Units do not lapse and an Award may be made tohim 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 theagreement of the Company;
  (iii)   the Participant’s employing company ceasing to be under theControl 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 Controlof the Company nor a Member of the Group;
  (v)   redundancy, but only in circumstances which give rise to aredundancy payment;
  (vi)   termination or severance by the Participant’s employer (otherthan for Cause or where the termination involves the conduct of theParticipant), subject in both cases to the agreement of the Plan Administrator;or
  (vii)   any other reason, if the Designated Corporate Officer sodecides in any particular case.
  5.2.2   The Designated Corporate Officer and the Plan Administrator must exerciseany discretion provided for in rule 5.2.1 within 30 days after cessation of therelevant Participant’s employment or office and the Performance Units lapse on theearlier of the date on which the discretion is exercised and the end of the 30 dayperiod but for the avoidance of doubt an Award will not be made or Performance Unitslapse 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 anyreason 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 andAwards may be made in accordance with rule 4.1. Rule 4.2 will equally apply to determine theconsequences of the making of an Award.



5.4   Death
    If a Participant dies, his Performance Units do not lapse and an Award may be made tohim as soon as possible after the date of death. The number of Shares awarded will be on thebasis of one half Share for each Performance Unit unless the Designated Corporate Officerdecides otherwise having regard to the performance of the Company as against the PerformanceConditions. For the avoidance of doubt, the Plan Administrator may decide to satisfy suchAwards 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 anemployee or director of a Member of the Group until he ceases to be an employee or directorof all Members of the Group or if he recommences employment with a Member of the Groupwithin 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 acapitalisation or rights issue, sub-division, consolidation or reduction of sharecapital; or
  6.1.2   a demerger (in whatever form) or exempt distribution by virtue of Section213 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 theDesignated Corporate Officer may determine.
6.2   Takeovers
    Where, before the end of the Performance Period, a person (or a group of persons actingin 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 theextent to which the Performance Conditions have been satisfied, on the date the personobtains Control.
6.3   Schemes of arrangement
    When, before the end of the Performance Period, a court sanctions a compromise orarrangement in connection with the acquisition of Shares, an Award will be made to aParticipant, subject to rule 6.4 and subject to the extent to which the PerformanceConditions have been satisfied at the time of court sanction. This rule applies to a courtsanction under Section 425 of the Companies Act 1985 or equivalent procedure under locallegislation.
6.4   Exchange
    An Award will not be made under either rule 6.2 or 6.3 but Performance Units will beexchanged under rule 7 (Exchange of Performance Units) to the extent that:



  6.4.1   an offer to exchange the Performance Units is made and accepted by aParticipant; or
  6.4.2   the Designated Corporate Officer, with the consent of the AcquiringCompany, decides before the person obtains Control (where rule 6.2 applies) or courtsanction (where rule 6.3 applies) that the Performance Units will be automaticallyexchanged.
6.5   Demergers or other corporate events
  6.5.1   If the Designated Corporate Officer becomes aware that the Company is or isexpected 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 ofarrangement) which, in the opinion of the Designated Corporate Officer would affect thecurrent or future value of any Performance Units, the Designated Corporate Officer maydetermine that an Award will be made to a Participant such Award may be subject to thesatisfaction of the Performance Conditions at the discretion of the DesignatedCorporate Officer.
  6.5.2   The Company will notify any Participant who is affected by the DesignatedCorporate Officer exercising their discretion under this rule.
6.6   Designated Corporate Officer
    In this rule, “Designated Corporate Officer” means the person who was the DesignatedCorporate 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 thattransfer he would:
  6.7.1   suffer a tax disadvantage in relation to his Performance Units and/or themaking of an Award (this being shown to the satisfaction of the Designated CorporateOfficer); or
  6.7.2   become subject to restrictions on his ability to receive or to hold or dealin the Shares or the proceeds of the sale of the Shares acquired on the making of anAward because of the security laws or exchange control laws of the country to which heis transferred;
    then if the Participant continues to hold an office or employment with a Member of theGroup, the Designated Corporate Officer may in exceptional circumstances decide that theAwards will be made on a date the Designated Corporate Officer chooses before or after thetransfer takes effect. The Award will be made in respect of the number of Performance Unitsthe 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 andSchemes of arrangements) the exchange will take place as soon as practicable after therelevant event.



7.2   Exchange terms
    Where a Participant is granted new performance units in exchange for existingPerformance 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 existingPerformance 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 theshares over which the new award is granted and references to the Company werereferences to the Acquiring Company;
  7.2.4   may provide (at the discretion of the Designated Corporate Officer) thatthe 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 theCompany in general meeting approves in advance such issue or transfer if such approval isrequired.
9   Terms of employment
  9.1.1   For the purposes of this rule, “Employee” means any person who is or willbe eligible to be a Participant.
  9.1.2   This rule applies:
  (i)   whether the Company has full discretion in the operation of thePlan, or whether the Company could be regarded as being subject to anyobligations 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 oremployment relationship, whether the termination is lawful or unlawful.
  9.1.3   Nothing in the rules or the operation of the Plan forms part of thecontract of employment or employment relationship of an Employee. The rights andobligations arising from the employment relationship between the Employee and theCompany are separate from, and are not affected by, the Plan. Participation in the Plandoes not create any right to, or expectation of, continued employment or a continuedemployment relationship.
  9.1.4   The grant of Performance Units on a particular basis in any year does notcreate 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 anypart of his remuneration or count as his remuneration for any purpose and shall not bepensionable.
  9.1.6   No Employee is entitled to participate in the Plan, or be considered forparticipation in it, at a particular level or at all. Participation in one operation ofthe Plan does not imply any right to participate, or to be considered for participation in any lateroperation of the Plan.



  9.1.7   Without prejudice to an Employee’s right in respect of Performance Units oran Award subject to and in accordance with the express terms of the Plan, no Employeehas any rights in respect of the exercise or omission to exercise any discretion, orthe making or omission to make any decision, relating to the Performance Units or theAward. Any and all discretions, decisions or omissions relating to the PerformanceUnits or the Award may operate to the disadvantage of the Employee, even if this couldbe regarded as capricious or unreasonable, or could be regarded as in breach of anyimplied term between the Employee and his employer, including any implied duty of trustand 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 thePlan, including:
  (i)   any loss or reduction of any rights or expectations under thePlan in any circumstances or for any reason (including lawful or unlawfultermination of employment or the employment relationship);
  (ii)   any exercise of a discretion or a decision taken in relation toPerformance Units or an Award or to the Plan, or any failure to exercise adiscretion or take a decision;
  (iii)   the operation, suspension, termination or amendment of thePlan.
  9.1.9   Participation in the Plan is permitted only on the basis that theParticipant 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 thanthe right to acquire shares subject to and in accordance with the express terms of thePlan and the Performance Condition, in consideration for, and as a condition of, thegrant of Performance Units under the Plan.
  9.1.10   Nothing in this Plan confers any benefit, right or expectation on a personwho is not an Employee. No such third party has any rights under the Contracts (Rightsof Third Parties) Act 1999 to enforce any term of this Plan. This does not affect anyother right or remedy of a third party which may exist.
  9.1.11   Each of the provisions of this rule is entirely separate and independentfrom each of the other provisions. If any provision is found to be invalid then it willbe deemed never to have been part of these rules and to the extent that it is possibleto do so, this will not affect the validity or enforceability of any of the remainingprovisions.
10   General
10.1   Decisions are final and binding
    The decision of the Designated Corporate Officer and where relevant the PlanAdministrator on the interpretation of the Plan or in any dispute relating to PerformanceUnits or an Award or matter relating to the Plan will be final and conclusive.



10.2   Documents sent to shareholders
    The Company may send to Participants copies of any documents or notices normally sentto the holders of its Shares at or around the same time as issuing them to the holders ofits Shares.
10.3   Costs
    The Company may ask a Participant’s employer to bear the costs in respect ofPerformance Units or an Award to that Participant.
10.4   Regulations
    The Designated Corporate Officer has the power from time to time to make or varyregulations for the administration and operation of the Plan but these must be consistentwith its rules.
10.5   Employee trust
    The Company and any Subsidiary may provide money to the trustee of any trust or anyother person to enable them or him to acquire Shares to be held for the purposes of thePlan, or enter into any guarantee or indemnity for those purposes, to the extent permittedby Section 153 of the Companies Act 1985.
10.6   Data protection
    By participating in the Plan the Participant consents to the holding and processing ofpersonal data provided by the Participant to the Company for all purposes relating to theoperation 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 businessin which the Participant works;
  10.6.4   transferring information about the Participant to a country or territoryoutside 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 inconsistentwith or to limit that existing or this agreement.
10.7   Consents
    All allotments and transfers of Shares will be subject to any necessary consents underany relevant enactments or regulations for the time being in force in the United Kingdom orelsewhere. The Participant will be responsible for complying with any requirements he needsto 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 theCompany from time to time in force.



10.9   Notices
  10.9.1   Any notice or other document which has to be given to a person who is orwill 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 accordingto the records of his employing company; or
  (ii)   sent by e-mail or fax to any e-mail address or fax number whichaccording to the records of his employing company is used by him;
      or in either case such other address, for example, work address, which the PlanAdministrator considers appropriate.
  10.9.2   Any notice or other document which has to be given to the PlanAdministrator or other duly appointed agent under or in connection with the Plan may bedelivered or sent by post to it at its registered office (or such other place as theDesignated Corporate Officer or duly appointed agent may from time to time decide andnotify to Participants) or sent by e-mail or fax to any e-mail address or fax numbernotified to the Participant.
    Notices sent by post will be deemed to have been given on the second day after the date ofposting. However, notices sent by or to a Participant who is working overseas will be deemedto have been given on the seventh day after the date of posting. Notices sent by e-mail orfax, in the absence of evidence to the contrary, will be deemed to have been received on theday 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 Participantaffected.
11.3   National Provisions
    Notwithstanding any other provision of the Plan, but subject always to rule 11.1 theCompany may amend or add to the provisions of the Plan as he considers necessary ordesirable to take account of, or to mitigate, or to comply with relevant overseas lawsincluding but not limited to taxation, securities or exchange control laws, provided thatthe terms of Performance Units granted to such Participants are not more favourable overallthan 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 theirconstruction. The English Courts have non-exclusive jurisdiction in respect of disputesarising under or in connection with the Plan, Performance Units or any Award.



Schedule 1
This United States (“US”) Schedule has been adopted by the Company pursuant to rule 11.3 ofthe Plan and shall vary the terms of the Plan (and any other related documents) accordingly for allUS Participants (defined below).
Rule 1 Meaning of Words
“US Participant” means, for purposes of rule 13 (US Tax Compliance and Deferral of Awards) ofthis US Schedule, a Participant who is a US citizen or US permanent resident (as evidenced by aso-called “green card” and participation in a US tax-qualified pension plan sponsored by a Memberof 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 UStax-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 tobecome) 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 deferredpursuant to rule 13 of this Schedule, that the Company, a Member of the Group, or anothercompany employing a US Participant may deduct from and set off against the Award (whetherpayable in cash or Shares and whether payable at the Award Date or at a later date pursuantto rule 13) any debt, obligation, liability, or other amount owed by the US Participant to aMember of the Group, including but not limited to amounts under an expatriate tax policy (ascurrently in effect or as amended from time to time), as determined in the sole discretionof 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 USParticipant’s election described under 13.2 of this Schedule) in the deferral ofcompensation 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 whoreceive such grants or related Awards and are subject to U.S. taxation, the delivery ofShares or other property in connection with a waiver of Performance Conditions under rule2.4, in connection with the application of rule 5, or in connection with rules 6.2, 6.3, 6.5or 6.7 will not occur until the earliest date permitted under Section 409A(a)(2) and (a)(3).



    All taxes, penalties, or interest imposed on any Participant due to any failure to complywith Section 409A of the Code or other tax rule shall be the Participant’s responsibilityand 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 datepermitted under Section 409A of the Code, make an election to defer the date on which theAward shall be distributed.
13.3   Form of Election
    The election shall be in a form and subject to such terms as prescribed by the PlanAdministrator. It is intended that terms and procedures for such elections and deferralsshall 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 noticeof the number of Shares, if any, that comprise his Award, and such Award shall be creditedas 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 asof the date dividend payments are made to shareholders of record. Notional dividends onnewly awarded notional Shares shall only be credited if those US Participants who did notdefer would be entitled to dividends on their newly awarded Shares. No shareholder votingrights 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 hisor her distribution election and only those notional Shares that are to be distributed at aparticular point in time shall be converted to actual Shares. The Plan Administrator maymake any arrangements necessary, including the conversion of distributable notional Sharesinto cash, if so determined.
13.7   No Fund Created
    Nothing in these rules shall either require any Member of the Group to make anycontributions or create any fund with respect to an Award that has been deferred prior to arelevant distribution date or cause any Member of the Group to establish any fund orotherwise set aside any assets for the purpose of paying Awards with regard to USParticipants.
13.8   Deferrals Subject to General Creditors
    All deferred Awards shall remain subject to the general creditors of the Company untiltheir actual distribution to a US Participant.
13.9   Construction
    The Plan shall be construed to give effect, for US tax purposes, to elective deferralspursuant to rules 13.2 and 13.3, consistent with compliance under Section 409A of the Code.



Schedule 2
Cash Award
1   Rules
    The rules of the BP p.l.c. Medium Term Performance Plan 2005 (“Plan”) will apply to grantsmade 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 toreceive a cash sum only. In addition, any dividend equivalents under rule 4.9 of the Planwill be paid in cash only. No shares may be transferred in satisfaction of grants under thisSchedule 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 norights 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 underthis Schedule 2 then the Plan Administrator will determine the number of Shares which wouldhave been comprised in an Award had it not been a Cash Award and shall make a cash paymentto the Participant in accordance with rule 4.4.



Schedule 3
Executive Vice Presidents
1   Rules
    The rules of the BP p.l.c. Medium Term Performance Plan 2005 (“Plan”) will apply to grantsmade 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 otheremployee 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 ofPerformance Shares;
3.3   “Awards” will be known as “Vested Shares”;
3.4   references to making an Award will be references to awarding Vested Shares, andreferences 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 conditionspecified 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 Sharescomprised 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’sbehalf for a period determined by the Designated Corporate Officer, or if later, until theminimum 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 tothe Designated Corporate Officer.”