S-8














Exhibit 4.1(a)  









RULES

OF

THE BP 

SHARE OPTION PLAN 


	 			 
	 			 
	 			 
	 			 
	 			 
	 	Shareholders' Approval:	25 November 1998	 
	 	 
	 	Committee's Adoption:	25 November 1998	 
	 	 
	 	Expiry Date:	24 November 2008	 
	 	 
	 	Incorporating Amendments to:	November 2002	 







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Table of Contents 





			
			
			
			
			
	Contents 	Page  
	 
	1	Meanings Of Words Used	2 
	 
	2	Grant Of Options	3 
	 
	3	Option Price	5 
	 
	4	Scheme Limits	5 
	 
	5	Variations In Share Capital	6 
	 
	6	Exercise And Lapse - General Rules	6 
	 
	7	Exercise And Lapse - Exceptions to the General Rules	7 
	 
	8	Exchange Of Options	11 
	 
	9	Exercise Of Options	11 
	 
	10	General	13 
	 
	11	Changing the Plan and Termination	15 
	 
	12	Governing Law	16 







1














RULES OF THE BP SHARE
OPTION PLAN 






	1  	Meanings
Of Words Used  






	 	
In
these Rules: 






	 	
“ADS”
means an American depository share, or part thereof, representing six ordinary shares
of the Company;  






	 	
“Business
Day” means a day on which the London Stock Exchange or as the context requires
the NYSE are open for the transaction of business;  






	 	
“Control” has
the meaning in Section 840 of the Income and Corporation Taxes Act 1988;  






	 	
“Company” means
BP p.l.c.;  






	 	
“Date
of Grant” means the date on which the Committee resolves to grant an Option;  






	 	
“Committee” means
a Committee or Committees duly authorised to operate the Plan and in the case of
directors of the Company shall mean the Remuneration Committee or an authorised
sub-committee of it;  






	 	
“Eligible
Employee” means any person who is an employee of a Participating Company and who
on the Date of Grant is not an executive director of the Company.  






	 	
“Exercise
Condition” means a condition or conditions imposed under Rule 2.3;  






	 	
“the
London Stock Exchange” means The International Stock Exchange Limited;  






	 	
“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 designated by the
               Committee as a Member of the Group; 






	 	
“Model
Code” means the Model Code of the Financial Services Authority for transactions
in securities by directors, certain employees and persons connected with them; 






	 	
“NYSE” means
the New York Stock Exchange Inc.;  






	 	
“Option” means
a right to acquire Shares granted under the Plan;  






	 	
“Optionholder” means
a person holding an Option or his Personal Representatives;  






	 	
“Option
Period” means a period starting on the Date of Grant of an Option and ending at
the end of the day before the 10th anniversary of the Date of Grant or such shorter
period as may be specified on the Date of Grant;  






	 	
“Option
Price” means the amount payable for each Share on the exercise of an Option
calculated as described in Rule 3;  






2














	 	
“Participating
Companies” means:  






	 	(i) 	the
Company; and 






	 	(ii) 	any
Subsidiary and any other company which is designated by the Committee as a
               Participating Company. 






	 	
“Personal
Representatives” means any person or persons who have obtained a valid UK grant
of representation or any other person whom the Committee decides may exercise the Option
after the death of the Optionholder subject to the prior satisfaction of any conditions
that the Committee may determine; 






	 	
“Plan”
means this plan known as “The BP Share Option Plan” constituted by this document
as may be amended from time to time; 






	 	
“Rules” means
the rules of the Plan as changed from time to time;  






	 	
“Shares”
means fully paid ordinary shares or securities representing ordinary shares in the Company
or, as the context may require, ADSs; 






	 	
“Subsidiary”
means a company which is a subsidiary of the Company within the meaning given by Section
736 of the Companies Act 1985. 










	2  	Grant
Of Options  






	2.1  	Grant
of Options:  






	 	
The
Committee may grant to any Eligible Employee an Option to acquire such number of Shares or
ADSs as it may determine. 






	2.2  	Time
when Options may be granted:  






	 	2.2.1  	Options
may only be granted within 42 days starting on any of the following:






	 	(i) 	the
adoption of the Plan; 






	 	(ii) 	the
day after the announcement of the Company’s results to the London Stock
               Exchange for any period; 






	 	(iii) 	any
day on which the Committee resolves that exceptional circumstances exist
               which justify the grant of Options; or 






	 	(iv) 	any
day on which changes to the legislation or regulations affecting share
               option schemes are announced, effected or made. 






		2.2.2 	
The Committee may only grant Options between the adoption of the Plan and the 10th
anniversary of that date. 






		2.2.3 	
The Committee may not grant Options at any time which would cause the Option Price to be
calculated by reference to any days on or before the announcement of results. 






		2.2.4 	
If the Committee cannot grant any Options due to restrictions imposed by statute, order,
regulation or government directive, or by any code adopted by the Company based on the
Model Code, the Committee may grant Options within 42 days after the lifting of such
restrictions. 






3














	2.3  	Exercise
Condition:  






	 	
When
granting an Option, the Committee may make its exercise conditional on the satisfaction of
Exercise Conditions. The Exercise Conditions must be objective, and specified at the Date
of Grant. The Committee may waive or change the Exercise Conditions if anything happens
which causes the Committee to consider that: 






	 	2.3.1  	changed
Exercise  Conditions  would be a fairer measure of performance,  and would be no less
                 difficult to satisfy; or






	 	2.3.2  	the
Exercise Conditions should be waived.






	2.4  	Evidence
of Option:  






	 	
An
Option shall be evidenced by deed in such form as the Committee determines.  






	2.5  	No
Payment:  






	 	
Optionholders
are not required to pay for the grant of any Option.  






	2.6  	Disclaimer
of Option:  






	 	
Any
Optionholder may disclaim all or part of his Option by notice in writing to the person
nominated by the Committee for this purpose, within 80 days after the Date of Grant. If
this happens the Option will be deemed never to have been granted under the Plan. No
consideration is payable for the disclaimer. 






	2.7  	Disposal
restrictions:  






	 	
Except
for the transmission of an Option on the death of an Optionholder to his personal
representatives, neither an Option nor any rights in respect of it may be transferred,
assigned or otherwise disposed of by an Optionholder to any other person. 






	2.8  	Administrative
errors:  






	 	
If
the Committee tries to grant an Option which is inconsistent with the Plan, the Option
will be limited and will take effect from the Date of Grant on a basis consistent with the
Plan. 






	2.9  	Options
over ADSs:  






	 	
The
Committee may determine, in its absolute discretion, to grant Options in the form of an
Option to acquire ADSs and references in these Rules to Share, Option, Option Price etc.
shall be construed accordingly. Upon the exercise of any Option to acquire ADSs the
Company will: 






          	 	(i) 	
               deliver or cause to be delivered to the ADS depository the requisite number of
               Shares representing the relevant ADSs and shall instruct the depository to issue
               the corresponding American depository receipts evidencing such ADSs to the
               exercising Optionholder; or 


               



          	 	(ii) 	
               make other arrangements for the Optionholder to acquire ADSs. 


               



4















	3  	Option
Price  






	3.1  	Setting
the Price:  






	 	
The
Committee will set the Option Price. The Option Price, which may be expressed in sterling
or in US dollars, will be: 






	 	3.1.1  	not
less than the market value of a Share on the Date of Grant; and






	 	3.1.2  	if
the Shares are to be subscribed, not less than the nominal value of a Share.






	3.2  	Market
value:  






	 	
“Market
value” for the purpose of Rule 3.1 on any particular day means:  






		3.2.1 	
the middle market quotation (as derived from the Daily Official List of the London Stock
Exchange) on the immediately preceding Business Day; or 






	 	3.2.2  	if
 the  Committee  so  decides,  the  average  of  the  middle  market  quotations  on the
3                  immediately preceding Business Days; or






		3.2.3 	
where the Option Price to acquire ADSs is expressed in US dollars, the closing price as
derived from the NYSE on the immediately preceding Business Day or, if the Committee so
decides, the average of such prices for the 3 immediately preceding Business Days. 









	4  	Scheme
Limits  






	4.1  	10
per cent. 10 year limit (all schemes):  






	 	
The
number of Shares which may be allocated under the Plan on any day will not exceed 10 per
cent. of the ordinary share capital of the Company in issue immediately before that day,
when added to the total number of Shares which have been allocated in the previous 10
years under the Plan and any other employee share scheme operated by the Company. 






	4.2  	5
per cent. 10 year limit (discretionary schemes):  






	 	
The
number of Shares which may be allocated under the Plan on any day will not exceed 5 per
cent. of the ordinary share capital of the Company in issue immediately before that day,
when added to the total number of Shares which have been allocated in the previous 10
years under the Plan and any other discretionary share scheme adopted by the Company. 






	4.3  	5
per cent. limit 5 year limit (all schemes):  






	 	
The
number of Shares which may be allocated under the Plan on any day will not exceed 5 per
cent. of the ordinary share capital of the Company in issue immediately before that day,
when added to the total number of Shares which have been allocated in the previous 5 years
under the Plan and any other employee share scheme adopted by the Company. 






	4.4  	3
per cent. 3 year limit (discretionary schemes):  






	 	
The
number of Shares which may be allocated under the Plan on any day will not exceed 3 per
cent. of the ordinary share capital of the Company in issue immediately before that day,
when added to the total number of Shares allocated during the previous 3 years under the
Plan and any other discretionary share scheme adopted by the Company. 







5














	4.5  	Exclusions:  






	 	
Where
the right to acquire such Shares was released or lapsed without being exercised, the
Shares concerned will be ignored when calculating the limits in this Rule. 






	4.6  	Meaning
of Allocate:  






	 	
“Allocate”
means, in relation to any share option scheme, placing unissued Shares under option and,
in relation to other types of employee share scheme, the issue and allotment of Shares. 









	5  	Variations
In Share Capital  






	5.1  	Adjustment
of Options:  






	 	
If
there is a variation in the equity share capital of the Company, including a
capitalisation or rights issue, sub-division, consolidation or reduction of share capital,
a demerger (in whatever form) or if the Company makes a special distribution including a
distribution in specie: 






	 	5.1.1  	the
number or nominal amount of Shares comprised in each Option; and/or






	 	5.1.2  	the
Option Price; 






	 	
may
be  adjusted  in any  way  (including  retrospective  adjustments)  which  the  Committee
         considers appropriate. 






	5.2  	Nominal
Value:  






	 	
The
Option Price of an Option to acquire existing Shares may be adjusted to a price which is
less than the nominal value. The Option Price of an Option to subscribe for new Shares may
only be adjusted to a price less than the nominal value if the Committee resolves to
capitalise the reserves of the Company in an amount equal to the difference between the
adjusted Option Price and the nominal value of the Shares on the date of allotment. 






	5.3  	Notice:  






	 	
The
Committee may notify Optionholders of any adjustment made under this Rule 5.  










	6  	Exercise
And Lapse – General Rules  






	6.1  	Exercise:  






	 	
Except
where exercise is allowed as described in Rule 7 and unless specified otherwise by the
Committee on the Date of Grant, an Option can only be exercised: 






	 	6.1.1  	on
or after the third anniversary of its Date of Grant;






	 	6.1.2  	if
any Exercise Condition is satisfied or waived; and






	 	6.1.3  	so
long as the Optionholder is a director or employee of a Member of the Group.






	6.2  	Lapse:  






	 	
An
Option will lapse on the earliest of:  






	 	6.2.1  	the
date the  Optionholder  ceases to be a  director  or  employee  of a Member of the Group,
                 unless any of the provisions in Rule 7 apply;






6














	 	6.2.2  	any
date specified in any Exercise Condition; or






	 	6.2.3  	the
expiry of the Option Period.






	 	
For
the purposes of Rule 6.2.1 above:  






          	 	(i) 	
               a woman who leaves employment due to pregnancy will be regarded as having left
               employment on the date on which she indicates that she does not intend to return
               to work. If there is no such indication she will be regarded as having left
               employment on the last day on which she is entitled to return to work under the
               legislation which applies to the Optionholder or, if later, any other date
               specified in her terms of employment; 


               



          	 	(ii) 	
               an Optionholder will not be treated as ceasing to be a director or employee of a
               Member of the Group if on that date he is employed by another Member of the
               Group. 


               







	7  	Exercise
And Lapse – Exceptions to the General Rules  






	7.1  	Cessation
of Employment:  






		7.1.1 	
If an Optionholder ceases to be a director or an employee of any Member of the Group for
any of the reasons set out below then, unless specified otherwise by the Committee on the
Date of Grant, his Options will not lapse but may be exercised during the period of six
months from the date of cessation even though any Exercise Conditions have not been
satisfied. The Committee may at any time extend the period during which an Option may be
exercised under this Rule 7.1. However, an Option may not be exercised after the expiry of
the Option Period. The reasons are: 






               	 	(i) 	
                    ill-health, injury, disability or redundancy (company induced severance); 


                    



               	 	(ii) 	
                    retirement; 


                    



               	 	(iii) 	
                    early retirement by agreement with the Optionholder’s employer; 


                    



               	 	(iv) 	
                    his employing company ceasing to be under the control of the Company, or as a
                    result of a transfer of the undertaking in which the Optionholder works to a
                    person who is neither under the control of the Company nor a Member of the
                    Group; 


                    



               	 	(v) 	
                    any other reason specified by the Committee in their absolute discretion. 


                    



	7.2  	Death:  






	 	
If
an Optionholder dies, his Options may be exercised by his Personal Representatives within
one year of his death, irrespective of the satisfaction of any Exercise Condition. To the
extent that any Option exercisable under this Rule 7.2 is not so exercised, it will lapse
at the end of the one year period. This Rule does not extend the Option Period. 






	7.3  	Takeovers:  






	 	
If
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 which is either unconditional or is made on a
condition such that if it is satisfied the person making the offer will have Control of
the Company, Options may be exercised, irrespective of the satisfaction of any Exercise
Condition, within the 6 month period after the person making the offer has obtained
Control of the Company and any condition subject to which the offer is made has been
satisfied. 






7














	 	
The
Options will lapse at the end of the 6 month period, unless the Committee gives reasonable
notice to the Optionholders before the end of the 6 month period that the Options will not
lapse. 






	 	
If
someone becomes bound or entitled to acquire Shares under Section 428 to 430F of the
Companies Act 1985, Options may be exercised, irrespective of the satisfaction of any
Exercise Condition, at any time when that person remains so bound or entitled and then
will lapse. If more than one period is relevant the Options will lapse at the end of the
later period, unless the Committee gives notice to the Optionholders before the expiry of
the relevant period that the Options will not lapse. 






	7.4  	Company
Reconstructions:  






	 	
If
under Section 425 of the Companies Act 1985 a court directs that a meeting of the holders
of Shares be convened to consider a scheme of arrangement involving the reconstruction of
the Company or its amalgamation with any other company or companies: 






		7.4.1 	
Optionholders may conditionally exercise their Options, irrespective of the satisfaction
of any Exercise Condition, at any time between the date of the court’s direction and
12 noon on the day before the day of the shareholders’ meeting. Any Option not
exercised by the end of that period will become unexercisable and will lapse; and 






		7.4.2 	
the Committee will try to arrange for the proposals relating to the holders of the Shares
to apply to each Optionholder who conditionally exercises his Options as described above. 






	7.5  	Demergers
and other significant distributions:  






	 	
If
the Committee becomes aware that the Company is or is expected to be affected by any
demerger, dividend in specie, super dividend or other transaction which, in the opinion of
the Committee, would affect the current or future value of any Option, the Committee, may,
acting fairly, reasonably and objectively, in its discretion, allow some or all Options to
be exercised. The Committee will specify the period of exercise of such Options, whether
the Options will lapse at the end of the period, and whether exercise is subject to
satisfaction of any Exercise Condition. In exercising its discretion, the Committee may
take into account considerations relating to the Company and other Members of the Group,
and other employees and Optionholders. The Committee will notify any Optionholder who is
affected by this Rule. 






	7.6  	Winding-Up:  






	 	
If
notice is duly given to members of the Company of a resolution for the voluntary
winding-up of the Company, Options may be exercised, irrespective of the satisfaction of
any Exercise Condition, until the start of the winding-up within the meaning of the
Insolvency Act 1986 (but the exercise of any Option in these circumstances will be of no
effect if the resolution is not passed). All Options will lapse on a winding-up of the
Company unless exercised before the winding-up starts. 






8














	 	
If
the Company is wound-up by the court, Options may be exercised, irrespective of the
satisfaction of any Exercise Condition, within 2 months after the date of the winding-up
order. However, the liquidator or the court (if appropriate) must authorise the issue of
Shares after such exercise, and the Optionholder must apply for this authority and pay his
application costs. Any Options not exercised during the 2 month period will lapse at the
end of the period. 






	7.7  	Administration:  






	 	
If
an administration order is made in relation to the Company, Optionholders may exercise
their Options, irrespective of the satisfaction of any Exercise Condition, within 6 weeks
after the date of the administration order. However, the administrator or the court must
authorise the issue of Shares after such exercise. 






	7.8  	Voluntary
Arrangement:  






	 	
If
a voluntary arrangement is proposed in relation to the Company under Part I of the
Insolvency Act 1986, Optionholders may exercise their Options, irrespective of the
satisfaction of any Exercise Condition, within 14 days after the date of sending of any
notices of meeting called under Section 3 of the Insolvency Act 1986 in relation to such
proposal. 






	7.9  	Exchange
of Options where Rule 8 does not apply  






	 	7.9.1  	Application: 






	 	
This
Rule applies if a company (the “Acquiring Company”):  






	 	(i) 	obtains
Control of the Company as a result of making a general offer to acquire:  






	 	— 	
the whole of the issued ordinary share capital of the Company (other than that which is
already owned by it and its subsidiary or holding company) made on a condition such that,
if satisfied, the Acquiring Company will have Control of the Company; or 






	 	—	all
the Shares (or those Shares not already owned by the Acquiring  Company or its subsidiary
                                or holding company); or 






               	 	(ii) 	
                    obtains Control of the Company under a compromise or arrangement sanctioned by
                    the court under Section 425 of the Companies Act 1985; or 


                    



               	 	(iii) 	
                    becomes bound or entitled to acquire Shares under Sections 428 to 430F of the
                    Companies Act 1985 


                    



	 	
and
no determination is made by the Committee under Rule 8.  






	 	7.9.2  	Exchange: 






	 	
If
any of the events described in Rule 7.9.1 happens, an Optionholder may, during the period
referred to in Rule 7.9.3, agree with the Acquiring Company to release his Option in
consideration of the grant to him of a new option. The new option must be equivalent to
the released option. 






	 	7.9.3  	Period
for Substitution: 






	 	
The
period referred to in Rule 7.9.2 is:  






9















               	 	(i) 	
                    in a case falling within Rule 7.9.1.(i), 6 months starting with the time when
                    the Acquiring Company obtains Control of the Company and any condition subject
                    to which the offer is made is satisfied; 


                    



               	 	(ii) 	
                    in a case falling within Rule 7.9.1(ii), 6 months starting with the time when
                    the court sanctions the compromise or arrangement; and 


                    



               	 	(iii) 	
                    in a case falling within Rule 7.9.1(iii) the period during which the Acquiring
                    Company remains so bound or entitled. 


                    



	 	7.9.4  	Consequences
of Exchange: 






	 	
Where
an Optionholder is granted a new option for release of his old option as described in this
Rule 7, then: 






               	 	(i) 	
                    the new option will be treated as having been acquired at the same time as the
                    old Option and be exercisable in the same manner and at the same time as the old
                    Option; 


                    



               	 	(ii) 	
                    the new option will be subject to the provisions of the Scheme as it had effect
                    in relation to the old option immediately before the release but 11.1.2 will not
                    apply. In addition, in relation to any Inland Revenue approved options, the
                    Inland Revenue may agree other changes; 


                    



               	 	(iii) 	
                    with effect from the release and grant, the Rules will where relevant be
                    construed, in relation to the new option as if references to the Company and
                    Shares were references to the Acquiring Company and shares for which the new
                    option is granted. 


                    



	7.10  	Loss
of ownership:  






	 	
Where
the Optionholder is deprived of the legal or beneficial ownership of the Option by
operation of law, or does anything or omits to do anything which causes him to be so
deprived or becomes bankrupt, all his Options will lapse. 






	7.11  	Transfers:  






	 	
If
an Optionholder is transferred to work in another country, but still continues to hold an
office or employment with a Member of the Group and, as a result of that transfer, the
Optionholder may either: 






	 	7.11.1  	suffer
a tax  disadvantage  in  relation to his Options  which was not  anticipated  on grant
                 (this being shown to the satisfaction of the Committee); or






		7.11.2 	
become subject to restrictions on his ability to exercise his Options or to hold or deal
in the Shares or the proceeds of the sale of the Shares acquired on exercise because of
the security laws or exchange control laws of the country to which he is transferred; 






	 	
the
Optionholder may exercise the Option, irrespective of the satisfaction of any Exercise
Condition, during the period starting 3 months before and ending 3 months after the
transfer takes place. If he does not exercise his Options, following this Rule, the usual
exercise Rules will apply to them at the appropriate times. 






10














	7.12  	Priority:  






	 	
If
there is any conflict between any of the provisions of Rules 6 and 7, the provision which
results in the shortest exercise period or the earliest lapse of the Option, or both, will
prevail. 










	8  	Exchange
Of Options  






	8.1  	Application:  






	 	
This
Rule applies if Options would become exercisable under Rules 7.3, 7.4, 7.5 or 7.6 but the
Committee determines that the Options shall not be exercised but that this Rule 8 shall
apply. 






	8.2  	Exchange:  






	 	
Where
the Committee has made a determination under Rule 8.1 Optionholders will be granted an
option (“New Option”) to replace their Option (“Old Option”). 






	8.3  	Consequences
of Exchange:  






	 	
Where
Optionholders are granted a New Option to replace their Old Option, then:  






	 	8.3.1  	the
New  Option  will be in  respect  of  shares  in any  body  corporate  determined  by the
                 Committee;






	 	8.3.2  	the
New Option will be equivalent to the Old Option;






		8.3.3 	
the New Option will be treated as having been acquired at the same time as the Old Option
and be exercisable in the same manner and at the same time as the Old Option; 






		8.3.4 	
the New Option will be subject to the provisions of the Plan as it had effect in relation
to the Old Option immediately before the replacement; 






		8.3.5 	
with effect from the replacement the Plan will be construed, in relation to the New Option
as if references to Shares were references to the shares for which the New Option is
granted and references to the Company were references to a company determined by the
Committee at the time of replacement. 









	9  	Exercise
Of Options  






	9.1  	Exercise:  






	 	
An
Optionholder can exercise his Option validly only in the way described in, and subject to,
this Rule 9. 






	9.2  	Manner
of Exercise:  






	 	
Options
must be exercised by notice in writing or in such other form (including e-mail or other
electronic means) specified by the Committee and delivered to the person nominated by the
Committee for this purpose. The notice of exercise of the Option must be completed and in
the case of a written notice signed by the Optionholder or by his appointed agent, and
must be accompanied by correct payment in full of the Option Price for the number of
Shares being acquired or details of arrangements agreed between the Optionholder and the
Company made for the payment of the Option Price for the number of Shares being acquired. 






11














	9.3  	Option
Exercise Date:  






	 	9.3.1  	Subject
to Rule 9.3.2 the Option Exercise Date will be the later of:-






               	 	(i) 	
                    the date of receipt by the person nominated by the Committee for this purpose of
                    the documents and payment referred to in Rule 9.2; and 


                    



               	 	(ii) 	
                    the date on which the Committee either decide that the Exercise Condition to
                    which the Option is subject has been satisfied, or waive the Exercise Condition.
                    The Committee must decide about the satisfaction or waiver of the Exercise
                    Condition within 14 days of receiving the documents in Rule 9.2 and payment. 


                    



		9.3.2 	
If any statute, regulation or code adopted by the Company (based on the Model Code),
prohibits the exercise of Options, or the Company Secretary reasonably believes it so
prohibits, the date of exercise will be either the date described in Rule 9.3.1, or, if
later, the date when the Optionholder is permitted or the Company Secretary believes the
Optionholder is permitted to exercise an Option. However, this Rule does not extend any
period in which an Option is exercisable. 






	9.4  	Part
Exercise:  






	 	
An
Option may be exercised in part.  






	9.5  	Issue
or Transfer:  






	 	
Subject
to Rule 9.7 (consents):  






		9.5.1 	
Shares to be issued following the exercise of an Option will be issued within 30 days of
the Option Exercise Date. 






		9.5.2 	
The Committee will procure the transfer of Shares to be transferred following the exercise
of an Option within 30 days of the Option Exercise Date. 






	9.6  	Rights:  






		9.6.1 	
Shares issued on the exercise of an Option will rank equally in all respects with the
Shares in issue on the date of allotment. They will not rank for any rights attaching to
Shares by reference to a record date preceding the date of allotment. 






		9.6.2 	
Where Shares are to be transferred on the exercise of an Option, Optionholders will be
entitled to all rights attaching to the Shares by reference to a record date on or after
the transfer date. They will not be entitled to rights before that date. 






	9.7  	Consents:  






	 	
All
allotments, issues 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 and the provisions of the deposit agreement between the Company and the
depository. The Optionholder will be responsible for complying with any requirements to be
fulfilled in order to obtain or avoid the necessity for any such consent. 







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	9.8  	Articles
of Association:  






	 	
Any
Shares acquired on the exercise of Options will be subject to the Articles of Association
of the Company from time to time in force. Any ADSs acquired upon the exercise of any
Option shall, in addition, be subject to the terms of the deposit agreement between the
Company and the depository. 






	9.9  	Listing:  






	 	
If
and so long as the Shares are listed on the Official List of the London Stock Exchange,
the Company will where relevant apply for listing of any Shares issued under the Plan as
soon as practicable after their allotment. 






	9.10  	Cash
alternative:  






	 	
The
Committee may in its discretion determine not to procure the transfer or issue of Shares
to an Optionholder who exercises his Option, but instead to pay to him (subject to Rule
10.10) a cash amount equal to the amount by which the market value (calculated in
accordance with Rule 3.2 on the Option Exercise Date) of the Shares in respect of which
the Option is exercised exceeds the Option Price, or to procure the transfer to him of
Shares to the value of that cash amount or apply that amount in the issue of Shares. If
the Committee so determines, the Option Price shall not be payable, and if already paid,
shall be repaid to the Optionholder forthwith. 






	 	
If
an Optionholder so requests, the Committee may determine to satisfy the exercise of any
Option with the appropriate number of ADSs. Any payment of taxes in respect of satisfying
an Option in this way will be met by the Optionholder. 










	10  	General  






	10.1  	Notices:  






	 	
Any
notice or other document which has to be given to an Eligible Employee or Optionholder
under or in connection with the Plan may be: 






	 	10.1.1  	delivered
 or sent by  post  to him at his  home  address  according  to the  records  of his
                 employing company; or






		10.1.2 	
sent by e-mail (or other electronic means) 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 which the Company considers appropriate.  






	 	
Any
notice or other document which has to be given to the Company or other duly appointed
agent under or in connection with the Plan may be delivered or sent by post to it at its
respective registered office (or such other place as the Committee or the duly appointed
agent may from time to time decide and notify to Optionholders) or at the discretion of
the Committee sent by e-mail (or other electronic means) or fax to any e-mail address or
fax number notified to the sender. 






	 	
Notices
sent by post will be deemed to have been given on the earlier of the date of actual
receipt and the second day after the date of posting. However, notices sent by or to an
Optionholder who is working overseas will be deemed to have been given on the earlier of
the date of actual receipt and the seventh day after the date of posting. 






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Notices
sent by e-mail (or other electronic means) or fax, in the absence of evidence of
non-delivery, will be deemed to have been received on the day after sending. 






	10.2  	Documents
sent to Shareholders:  






	 	
The
Company may send to Optionholders copies of any documents or notices normally sent to the
holders of its Shares (including such notices or documents required to be sent to
Optionholders resident in the United States in accordance with the rules and regulations
under the US Securities Act of 1934 as amended). 






	10.3  	Availability
of Shares:  






	 	
The
Company will keep available for allotment sufficient unissued Shares for all Options under
which Shares may be subscribed or will procure that sufficient Shares are available for
transfer for all Options under which Shares may be acquired. 






	10.4  	Committee’s
Decisions final and binding:  






	 	
The
decision of the Committee on the interpretation of the Rules or in any dispute relating to
an Option or matter relating to the Plan will be final and conclusive. 






	10.5  	Costs:  






	 	
The
Company will pay the costs of introducing and administering the Plan.  






	10.6  	Regulations:  






	 	
The
Committee 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 the Rules. 






	10.7  	Terms
of Employment:  






	 	
Nothing
in this Plan will in any way be construed as imposing on a Participating Company a
contractual obligation as between the Participating Company and an Eligible Employee to
offer participation in this Plan. 






	 	
Any
person who ceases to be an employee of any Member of the Group because of dismissal or
termination of employment (however caused) or who is under notice of termination of
employment will in no circumstances be entitled to claim any compensation in respect of
the operation of the Plan including but not limited to the application of tax laws or the
application of tax policies maintained by any Group Company. If necessary that
person’s terms of employment will be varied accordingly. 






	10.8  	Replacement
Option certificates:  






	 	
If
any option certificate is worn out, defaced or lost, the Committee may replace it on such
conditions as it wishes to set. If an Option is exercised in part, and the balance remains
exercisable, the Committee may on the surrender or cancellation of the relevant
certificate provide the Optionholder with a balance certificate. 






	10.9  	Employee
Trust  






	 	
The
Company and any Subsidiary of the Company 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. 






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	10.10  	Withholding  






	 	
The
Company, any employing company or the trustees of any employee benefit trust may withhold
any amount and make any such arrangements, including but not limited to the sale or
reduction in number of any Shares on behalf of an Optionholder as it considers necessary
to meet any liability to taxation or social security contributions in respect of Options
granted to the Optionholder pursuant to this Plan. 






	10.11  	Delegating  






	 	
The
Committee may delegate any or all of its powers to operate the Plan to a sub-committee
provided that in the case of directors of the Company such a sub-committee consists of a
non-executive director or non-executive directors of the Board of Directors of the
Company. 










	11  	Changing
the Plan and Termination  






	11.1  	Shareholder
approval  






		11.1.1 	
Except as described in Rule 11.1.2, the shareholders in general meeting must approve in
advance by ordinary resolution any proposed change to the advantage of present or future
Optionholders, which relates to the following: 






               	 	(i) 	
                    the persons to or for whom Shares may be provided under the Plan; 


                    



               	 	(ii) 	
                    the limitations on the number of Shares which may be issued under the Plan; 


                    



               	 	(iii) 	
                    the determination of the Option Price; 


                    



               	 	(iv) 	
                    any rights attaching to the Options and the Shares; 


                    



               	 	(v) 	
                    the rights of Optionholders in the event of a capitalisation issue, rights
                    issue, sub-division or consolidation of shares or reduction or any other
                    variation of capital of the Company; 


                    



               	 	(vi) 	
                    the terms of this Rule 11.1.1. 


                    



		11.1.2 	
The Committee can change the plan and need not obtain the approval of the shareholder in
general meeting for any minor changes including: 






               	 	(i) 	
                    to benefit the administration of the Plan; 


                    



               	 	(ii) 	
                    to comply with or take account of the provisions of any proposed or existing
                    legislation; 


                    



               	 	(iii) 	
                    to take account of any changes to the legislation; or 


                    



               	 	(iv) 	
                    to obtain or maintain favourable tax, exchange control or regulatory treatment
                    of the Company, any Subsidiary or any present or future Optionholder. 


                    



	11.2  	National
Rules  






	 	
Notwithstanding
any other provision of the Plan, but subject always to Rule 11.1 the Committee may amend
or add to the provisions of the Plan and the terms of Options as it 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 which apply to
Eligible Employees provided that the terms of Options granted to such Eligible Employees
are not more favourable overall than the terms of Options granted to other Eligible
Employees. 






15














	11.3  	Notice  






	 	
As
soon as possible after making any change, the Committee will give written notice to any
Optionholder affected by the change. 






	11.4  	Termination
of the Plan  






	 	
The
Committee may terminate the Plan at any time. If this is not done, the Plan will terminate
on the tenth anniversary of its adoption by the shareholders in general meeting, but
Options granted before such termination will continue to be valid and exercisable as
described in these Rules. 










	12  	Governing
Law  






	 	
English
law governs the Plan and all Options and their construction except as provided under Rule
11.2. 






16














BP Share Option Plan 



Inland Revenue
Approved Schedule 



The rules of the BP Share Option Plan shall
apply to Options granted under this Schedule, subject to the following alterations: 



	1  	Definitions  






	 	
“Control” has
the meaning given to it by Section 840 of the Taxes Act;  






	 	
“Eligible
Employee” does not include anyone who is excluded from participation because of
paragraph 8 of Schedule 9 to the Taxes Act (material interests provisions). Any director
is only eligible if required to devote to his duties not less than 25 hours per week
(excluding meal breaks); 






	 	
“Personal
Representatives” means any person or persons who have obtained a valid UK grant
of representation; 






	 	
“Shares” must
satisfy paragraphs 10 to 14 of the Taxes Act 1988;  






	 	
“Subsidiary” means
a company which is:  






          	 	(i) 	
               a subsidiary of the Company within the meaning given to it by Section 736 of the
               Companies Act 1985, and 


               



          	 	(ii) 	
               under the Control of the Company; and 


               



	 	
“Taxes
Act” means the Income and Corporation Taxes Act 1988.  






	2  	Revenue
Approval  






	 	
If
the approved status of the Plan is to be maintained, no change to the Plan made after it
has been approved under Parts I, II and IV of Schedule 9 to the Taxes Act will have effect
unless such change is approved by the Inland Revenue. In respect of the first operation of
the Scheme no Options shall be granted until it has been approved by the Inland Revenue. 






	3  	Cash
Alternative  






	 	
Rule
9.10 shall not apply.  






	4  	Exercise
Condition  






	 	
Any
Exercise Condition must be set out in documentation which is approved in advance by the
Inland Revenue. 






	5  	Revenue
limit  






	 	
The
Committee must not grant an Option to an Eligible Employee which would cause the market
value of the Shares subject to the Option to exceed the amount permitted under paragraph
28(1) of Schedule 9 to the Taxes Act (currently £30,000). When considering whether
this amount has been reached the Committee must take into account the market value of
Shares subject to the Option which it intends to grant him, as well as the market value of
shares which he may acquire on exercising his Options under the Plan or any other Inland
Revenue approved scheme established by the Company or by any of its associated companies
(as defined in Section 187 of the Taxes Act). 






17














	6  	Adjustment
of Options  






	 	
No
adjustment of Options may be made under Rule 5 without and to the extent of the prior
approval of the Inland Revenue. 






	7  	Exchange
of Options  






	 	
The
following rule shall replace Rule 8.  






	7.1	
This Rule applies if Options would become exercisable under Rule 7.3, 7.4, 7.5 or 7.6 but
the Committee determines that Options shall not be exercised but this Rule shall apply. 






	7.2	
Where the Committee has made a determination under this Rule, optionholders will be
granted an option (“New Option”) to replace their option (“Old
Option”). The New Option will be granted within the appropriate period within the
meaning of paragraphs 15(2) and Schedule 9 to the Taxes Act. The New Option must be
equivalent to the Old Option within the meaning of Paragraph 15(3) of Schedule 9 to the
Taxes Act. It will be over shares in a company falling within Paragraph 10 of Schedule 9
to the Taxes Act. 






	7.3	
Where an Optionholder is granted a New Option in substitution of his Old Option as
described in this Rule, then: 






		7.3.1 	
the New Option will be treated as having been acquired at the same time as the Old Option
and be exercisable in the same manner and at the same time as the Old Option; 






		7.3.2 	
the New Option will be subject to the provisions of the Plan as it had effect in relation
to the Old Option immediately before the release. In addition, the Inland Revenue may
agree other changes; 






		7.3.3 	
with effect from the replacement the Plan will be construed, in relation to the New Option
as if references to Shares were references to the shares for which the New Option is
granted and references to the Company were references to a company determined by the
Committee at the time of replacement. 






18














BP Share Option Plan 


Schedule Governing Operation of the BP Share Option Plan

in the United States 




This United States (“US”)
Schedule has been adopted by the Committee pursuant to Rule 11.2 of the Plan and shall
vary the terms of the Plan (and any other related documents) accordingly. 



Loss of Ownership 



Rule 7.10 shall not apply. 



Rule 10.10 and the heading thereof
shall be amended by adding the following: 



	 	
Rule
10.10 Withholding/Right of Offset:  






	 	
Amounts
withheld and/or collected as taxes shall also include hypothetical taxes owed under an
expatriate tax policy (as currently in effect or as amended from time to time) (“Tax
Policy”) of any Member of the Group. The Company or any employing company may deduct
from the exercise of Options any debt, obligation, liability, or other amount owing by the
Optionholder to a Member of the Group, including but not limited to amounts owed under a
Tax Policy, as determined in the sole discretion of the Company. In accepting an Option
grant, an Optionholder waives any right to notice and written consent under state law in
connection with any such offset. 







19














BP Share Option Plan 


Schedule Governing Options Granted

in March 1999 to Eligible Employees in Norway 




This Schedule has been adopted by the
Committee pursuant to Rule 11.2 of the Plan and shall vary the terms of the Plan (and any
other related documents) accordingly. 



Rule 9.10 Cash
alternative 



The following shall replace Rule
9.10: 



	 	
9.10
Cash Alternative:  






	 	
The
Committee may in its discretion determine not to procure the transfer or issue of Shares
to an Optionholder who exercises his Option, but instead to pay to him (subject to Rule
10.10) a cash amount equal to the amount by which the market value of the Shares in
respect of which the Option is exercised (calculated by reference to the middle market
quotation, as derived from the Daily Official List of the London Stock Exchange, of a
Share on the Option Exercise Date) exceeds the Option Price, or to procure the transfer to
him of Shares to the value of that cash amount or apply that amount in the issue of
Shares. If the Committee so determines, the Option Price shall not be payable, and if
already paid, shall be repaid to the Optionholder forthwith. 






	 	
If
an Optionholder so requests, the Committee may determine to satisfy the exercise of any
Option with the appropriate number of ADSs. Any payment of taxes in respect of satisfying
an Option in this way will be met by the Optionholder. 






20