Exhibit
                    4.1(a)


                    BP

                    DIRECTSAVE PLAN

                



        	
                    



                    

                    

                



        

        


        	
                    
                    TABLE OF
                    CONTENTS

                
	 
                



        	 	 	
                Page	 
	 	 	
                    

                	 
	
                    
                
	
                   ARTICLE
                I	
                DEFINITIONS	
                2	
                  
	
                           1.1	
                Accounting
                Period	2	 
                
	
                           1.2	
                Accounts	2	 
                
	
                           1.3	
                Accrued
                Benefit	3	 
                
	
                           1.4	
                Active
                Participant	3	 
                
	
                           1.5	
                Administrative
                Named Fiduciary	3	 
                
	
                           1.6	
                Administrative
                Services Agreement	3	 
                
	
                           1.7	
                Administrator	3	 
                
	
                           1.8	
                AESP	3	 
                
	
                           1.9	
                Alternate
                Payee	3	 
                
	
                           1.10	
                American
                Depositary Share	3	 
                
	
                           1.11	
                Appendix	3	 
                
	
                           1.12	
                Applicable Named
                Fiduciary	3	 
                
	
                           1.13	
                Authorized
                Absence	4	 
                
	
                           1.14	
                Beneficiary	4	 
                
	
                           1.15	
                Board of
                Directors	4	 
                
	
                           1.16	
                BP America
                CAP	4	 
                
	
                           1.17	
                Break in
                Service	4	 
                
	
                           1.18	
                Business
                Day	4	 
                
	
                           1.19	
                Claims
                Administrator	4	 
                
	
                           1.20	
                Code	4	 
                
	
                           1.21	
                Commonly
                Administered Plan	4	 
                
	
                           1.22	
                Commonly
                Controlled Entity	5	 
                
	
                           1.23	
                Company	5	 
                
	
                           1.24	
                Company
                Stock	5	 
                
	
                           1.25	
                Company Stock
                Fund	5	 
                
	
                           1.26	
                Compensation	5	 
                
	
                           1.27	
                Contractor
                Firm	7	 
                
	
                           1.28	
                Contribution	7	 
                
	
                           1.29	
                Contribution
                Dollar Limit	8	 
                
	
                           1.30	
                Contribution
                Election or Election	8	 
                
	
                           1.31	
                Contribution
                Percentage	8	 
                
	
                           1.32	
                Designated
                Officer	8	 
                
	
                           1.33	
                Direct
                Rollover	8	 
                
	
                           1.34	
                Disability or
                Disabled	8	 
                
	
                           1.35	
                Distributee	8	 
                
	
                           1.36	
                Effective
                Date	8	 
                
	
                           1.37	
                Eligible
                Employee	8	 
                
	
                           1.38	
                Eligible
                Retirement Plan	9	 
                
	
                           1.39	
                Eligible
                Rollover Distribution	
                10	 
                
	
                           1.40	
                Employee	
                10	 
                
	
                           1.41	
                Employer	
                10	 
                
	
                	
                	
                



        	
                    



                    
                    i

                    

                



        

        


        	
                           1.42	
                Employment
                Date	
                10	
                  
	
                           1.43	
                ERISA	
                10	 
                
	
                           1.44	
                Exchange
                Election	
                10	 
                
	
                           1.45	
                Fiduciary	
                10	 
                
	
                           1.46	
                Heritage Amoco
                Participant	
                11	 
                
	
                           1.47	
                Heritage BP
                Participant	
                11	 
                
	
                           1.48	
                Highly
                Compensated Eligible Employee or HCE	
                11	 
                
	
                           1.49	
                Hour of
                Service	
                11	 
                
	
                           1.50	
                Income
                Fund	
                11	 
                
	
                           1.51	
                Inactive
                Participant	
                11	 
                
	
                           1.52	
                Investment
                Committee	
                11	 
                
	
                           1.53	
                Investment
                Election	
                11	 
                
	
                           1.54	
                Investment
                Option	
                11	 
                
	
                           1.55	
                Member	
                11	 
                
	
                           1.56	
                Non-Highly
                Compensated Employee or NHCE	
                11	 
                
	
                           1.57	
                Normal
                Retirement Date	
                11	 
                
	
                           1.58	
                Participant	
                12	 
                
	
                           1.59	
                Payment
                Date	
                12	 
                
	
                           1.60	
                Plan	
                12	 
                
	
                           1.61	
                Plan
                Sponsor	
                12	 
                
	
                           1.62	
                Plan
                Year	
                12	 
                
	
                           1.63	
                Predecessor
                Company	
                12	 
                
	
                           1.64	
                Prior
                Plan	
                12	 
                
	
                           1.65	
                QDRO	
                12	 
                
	
                           1.66	
                Reemployment
                Date	
                12	 
                
	
                           1.67	
                Senior Vice
                President	
                12	 
                
	
                           1.68	
                Service	
                12	 
                
	
                           1.69	
                Settlement
                Date	
                12	 
                
	
                           1.70	
                Sever from
                Service	
                12	 
                
	
                           1.71	
                Severance from
                Service	
                12	 
                
	
                           1.72	
                Short-Term
                Investments Fund	
                13	 
                
	
                           1.73	
                Spousal
                Consent	
                13	 
                
	
                           1.74	
                Spouse	
                13	 
                
	
                           1.75	
                Sweep
                Time	
                13	 
                
	
                           1.76	
                Trade
                Date	
                13	 
                
	
                           1.77	
                Trust	
                13	 
                
	
                           1.78	
                Trust
                Agreement	
                13	 
                
	
                           1.79	
                Trust
                Fund	
                13	 
                
	
                           1.80	
                Trustee	
                14	 
                
	
                           1.81	
                Unit
                Value	
                14	 
                
	
                           1.82	
                Valuation
                Time	
                14	 
                
	
                           1.83	
                Year of
                Participation	
                14	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                II	
                PARTICIPATION
                AND SERVICE	
                15	 
                
	
                            2.1	
                Eligibility.	
                15	 
                
	
                            2.2	
                Impact of Change
                of Employment Status on Eligibility.	
                15	 
                
	
                            2.3	
                Enrollment.	
                15	 
                



        	
                    



                    
                    ii

                    

                



        

        


        	
                            2.4	
                Duration.	
                16	
                  
	
                            2.5	
                Service.	
                16	 
                
	
                            2.6	
                Other
                Service-Crediting Provisions.	
                16	 
                
	
                            2.7	
                Authorized
                Absences.	
                16	 
                
	
                            2.8	
                Non-duplication.	
                17	 
                
	
                            2.9	
                Transfer of
                Accounts Upon Change of Employment Status.	
                17	 
                
	
                            2.10	
                Transfer of
                Accounts Upon Outsourcing.	
                18	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                III	
                CONTRIBUTIONS	
                19	 
                
	
                            3.1	
                Before-Tax
                Contributions.	
                19	 
                
	
                            3.2	
                After-Tax
                Contributions.	
                19	 
                
	
                            3.3	
                Match
                Contributions.	
                19	 
                
	
                            3.4	
                Rollover
                Contributions.	
                20	 
                
	
                            3.5	
                Election
                Procedures.	
                20	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                IV	
                LIMITATION ON
                CONTRIBUTIONS	
                21	 
                
	
                            4.1	
                Limit on
                Before-Tax Contributions.	
                21	 
                
	
                            4.2	
                Actual Deferral
                Percentage Test.	
                21	 
                
	
                            4.3	
                Actual
                Contribution Percentage Test.	
                22	 
                
	
                            4.4	
                Prohibition on
                Multiple Use.	
                23	 
                
	
                            4.5	
                Maximum
                Contributions.	
                23	 
                
	
                            4.6	
                Imposition of
                Limitations.	
                24	 
                
	
                            4.7	
                Return of
                Excess Annual Additions, Deferrals, and Contributions.	
                24	 
                
	
                            4.8	
                Incorporation
                by Reference.	
                28	 
                
	
                            4.9	
                Catch-Up
                Contributions.	
                28	 
                
	
                            4.10	
                Definition of
                Compensation.	
                28	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                V	
                ACCOUNTING FOR
                PARTICIPANTS ACCOUNTS AND FOR INVESTMENT OPTIONS	
                29	 
                
	
                            5.1	
                Individual
                Participant Accounting.	
                29	 
                
	
                            5.2	
                Accounting for
                Investment Options.	
                30	 
                
	
                            5.3	
                Accounts for
                Beneficiaries and Alternate Payees.	
                30	 
                
	
                            5.4	
                Transition
                Rules.	
                31	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                VI	
                INVESTMENT
                OPTIONS AND ELECTIONS	
                32	 
                
	
                            6.1	
                Investment of
                Contributions.	
                32	 
                
	
                            6.2	
                Investment of
                Accounts.	
                32	 
                
	
                            6.3	
                Investment
                Options.	
                33	 
                
	
                            6.4	
                Transition
                Rules.	
                33	 
                
	
                            6.5	
                Restricted
                Investment Options.	
                33	 
                
	
                            6.6	
                Risk of
                Loss.	
                34	 
                
	
                            6.7	
                Interests in
                the Investment Options.	
                34	 
                
	
                            6.8	
                Sole Source of
                Benefits.	
                34	 
                
	
                            6.9	
                Alternate
                Payees and Beneficiaries.	
                34	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                VII	
                VESTING AND
                FORFEITURES	
                35	 
                
	
                            7.1	
                Vesting in
                Match Account.	
                35	 
                



        	
                    



                    
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                            7.2	
                Vesting in
                Heritage Amoco Match Account.	
                35	
                  
	
                            7.3	
                Vesting in
                Before-Tax, After-Tax, and Rollover Accounts.	
                36	 
                
	
                            7.4	
                Forfeitures.	
                36	 
                
	
                            7.5	
                Application of
                Former Vesting Schedule.	
                37	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                VIII	
                PARTICIPANT
                LOANS	
                38	 
                
	
                            8.1	
                Participant
                Loans Not Permitted.	
                38	 
                
	
                            8.2	
                Reinvestment of
                Repayments.	
                38	 
                
	
                            8.3	
                Loan Note and
                Security.	
                38	 
                
	
                            8.4	
                Default.	
                38	 
                
	
                            8.5	
                Foreclosure.	
                39	 
                
	
                            8.6	
                Special Rules
                Concerning Loan Repayments While on Qualified Military Leave.	
                39	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                IX	
                WITHDRAWALS	
                40	 
                
	
                            9.1	
                Withdrawals
                from After-Tax Account.	
                40	 
                
	
                            9.2	
                Withdrawals
                from Rollover Account.	
                40	 
                
	
                            9.3	
                Withdrawals
                from Match Account.	
                40	 
                
	
                            9.4	
                Withdrawals
                from Before-Tax Account for Hardship.	
                41	 
                
	
                            9.5	
                Withdrawals
                from Before-Tax Account for Other Reasons.	
                42	 
                
	
                            9.6	
                Partial
                Withdrawals.	
                42	 
                
	
                            9.7	
                Withdrawal
                Processing Rules.	
                42	 
                
	
                            9.8	
                Alternate
                Payees and Beneficiaries.	
                44	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                X	
                ADDITIONAL
                OPTIONAL FORMS OF BENEFIT FOR AN INACTIVE PARTICIPANT	
                45	 
                
	
                           10.1	
                Request for
                Withdrawal of Benefits.	
                45	 
                
	
                           10.2	
                Deadline for
                Withdrawal.	
                45	 
                
	
                           10.3	
                Payment Form
                and Medium.	
                46	 
                
	
                           10.4	
                Small Amounts
                Paid Immediately.	
                47	 
                
	
                           10.5	
                Payment Within
                Life Expectancy.	
                47	 
                
	
                           10.6	
                Incidental
                Benefit Rule.	
                47	 
                
	
                           10.7	
                Continued
                Payment of Amounts in Payment Status on Effective Date.	
                47	 
                
	
                           10.8	
                Direct
                Rollover.	
                47	 
                
	
                           10.9	
                Delay.	
                47	 
                
	
                           10.10	
                Alternate
                Payees and Beneficiaries.	
                47	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                XI	
                REEMPLOYMENT	
                48	 
                
	
                            11.1	
                Break in
                Service Rules.	
                48	 
                
	
                            11.2	
                Restoration of
                Forfeited Amounts.	
                48	 
                
	
                	
                	
                
	 	 	 	 
	
                   ARTICLE
                XII	
                DISTRIBUTION OF
                ACCRUED BENEFITS ON DEATH	
                50	 
                
	
                            12.1	
                Payment to
                Beneficiary.	
                50	 
                
	
                            12.2	
                Small Amounts
                Paid Immediately.	
                50	 
                
	
                            12.3	
                Beneficiary
                Designation.	
                50	 
                
	
                            12.4	
                Direct
                Rollover.	
                51	 
                
	
                            12.5	
                Alternate
                Payees and Beneficiaries.	
                51	 
                



        	
                    



                    
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                  ARTICLE
                XIII	
                TRUST
                ARRANGEMENT	
                52	
                  
	
                            13.1	
                Trust
                Agreement.	
                52	 
                
	
                            13.2	
                Separate
                Entity.	
                52	 
                
	
                            13.3	
                Plan Asset
                Valuation.	
                52	 
                
	
                            13.4	
                Right of
                Employers to Plan Assets.	
                52	 
                
	
                	
                	
                
	 	 	 	 
	
                  ARTICLE
                XIV	
                ADMINISTRATION	
                54	 
                
	
                            14.1	
                General.	
                54	 
                
	
                            14.2	
                Claims
                Procedure.	
                58	 
                
	
                            14.3	
                Notices to
                Participants, Etc.	
                59	 
                
	
                            14.4	
                Notices to
                Claims Administrator.	
                59	 
                
	
                            14.5	
                Actions by the
                Company.	
                59	 
                
	
                	
                	
                
	 	 	 	 
	
                  ARTICLE
                XV	
                ADOPTION AND
                WITHDRAWAL FROM PLAN	
                60	 
                
	
                            15.1	
                Adoption by
                Other Employers.	
                60	 
                
	
                            15.2	
                Withdrawal from
                the Plan.	
                60	 
                
	
                            15.3	
                Employee
                Transfers Within Participating Group.	
                60	 
                
	
                            15.4	
                Designation of
                Agent.	
                61	 
                
	
                            15.5	
                Designated
                Officers.	
                61	 
                
	
                	
                	
                
	 	 	 	 
	
                  ARTICLE
                XVI	
                AMENDMENT,
                TERMINATION AND MERGER	
                62	 
                
	
                            16.1	
                Amendments.	
                62	 
                
	
                            16.2	
                Plan
                Termination.	
                63	 
                
	
                            16.3	
                Plan Merger and
                Spinoff.	
                63	 
                
	
                            16.4	
                Design
                Decisions.	
                64	 
                
	
                	
                	
                
	 	 	 	 
	
                  ARTICLE
                XVII	
                SPECIAL
                TOP-HEAVY RULES	
                65	 
                
	
                            17.1	
                Application of
                Article XVII.	
                65	 
                
	
                            17.2	
                Definitions
                Concerning Top-Heavy Status.	
                65	 
                
	
                            17.3	
                Calculation of
                Top-Heavy Ratio.	
                66	 
                
	
                            17.4	
                Effect of
                Top-Heavy Status.	
                66	 
                
	
                            17.5	
                Effect of
                Discontinuance of Top-Heavy Status.	
                66	 
                
	
                            17.6	
                Intent of
                Article XVII.	
                67	 
                
	
                	
                	
                
	 	 	 	 
	
                  ARTICLE
                XVIII	
                MISCELLANEOUS
                PROVISIONS	
                68	 
                
	
                            18.1	
                Assignment and
                Alienation.	
                68	 
                
	
                            18.2	
                Protected
                Benefits.	
                68	 
                
	
                            18.3	
                Plan Does Not
                Affect Employment Rights.	
                68	 
                
	
                            18.4	
                Deduction of
                Taxes from Amounts Payable.	
                68	 
                
	
                            18.5	
                Facility of
                Payment.	
                68	 
                
	
                            18.6	
                Source of
                Benefits.	
                69	 
                
	
                            18.7	
                Reduction for
                Overpayment.	
                69	 
                
	
                            18.8	
                Company
                Merger.	
                69	 
                
	
                            18.9	
                Employees’
                Trust.	
                69	 
                
	
                            18.10	
                Construction.	
                69	 
                
	
                            18.11	
                Invalidity of
                Certain Provisions.	
                69	 
                
	
                            18.12	
                Headings.	
                70	 
                



        	
                    



                    
                    v

                    

                



        

        


        	
                            18.13	
                Governing
                Law.	
                70	
                  
	
                            18.14	
                Notice and
                Information Requirements.	
                70	 
                
	
                            18.15	
                Reliance on
                Information Provided to Plan.	
                70	 
                
	
                            18.16	
                Recognition of
                Power of Attorney.	
                70	 
                



        	
                    



                    
                    vi

                    

                



        

        


        	
                    BP
                    DIRECTSAVE PLAN


                    
                                                    
                    BP Corporation North
                    America Inc. (the “Company”) maintains, effective January 1,
                    2002, the BP DirectSave Plan (the “Plan”) for the benefit of
                    eligible employees of the Company and its participating affiliates. The Plan is
                    intended to constitute a qualified profit sharing plan, as described in
                    Section 401(a) of the Code, which includes a qualified cash or deferred
                    arrangement, as described in Section 401(k) of the Code.


                    
                                                    
                    The Plan constitutes an
                    amendment and restatement of the BP Amoco DirectSave Plan (the
                    “Prior Plan”), and reflects the transfer of certain liabilities and
                    assets (i) from the Amoco Employee Savings Plan (“AESP”) to
                    the Plan and (ii) from the BP Amoco Partnership Savings Plan to the Plan, on or
                    after April 7, 2000.


                    
                                                    
                    The benefits, rights and
                    features of an individual who participated in the Plan before the Effective
                    Date, but who does not have an account balance under the Plan on such date,
                    will be determined under the applicable instruments in effect for the Plan, on
                    the earlier of: (1) the day on which such individual’s account
                    was reduced to zero; or (2) the day on which such individual’s
                    employment terminated. The terms of this Plan apply to any accounts created for
                    such individual hereunder on or after January 1, 2002.

                



        	
                    



                    

                    

                



        

        


        	
                    
                    ARTICLE I

                    

                    DEFINITIONS


                    
                                                    
                    The following sections of
                    this Article I provide basic definitions of terms used throughout the Plan, and
                    whenever used herein in a capitalized form, except as otherwise expressly
                    provided, the terms will be deemed to have the following meanings:


                    
                                    
                    1.1           “
                    Accounting Period” means a period, not to exceed 1 year in
                    duration, designated by the Administrator with respect to each Investment
                    Option.


                    
                                    
                    1.2           “
                    Accounts” mean the record of a Participant’s interest
                    in the Plan’s assets represented by his:


                    
                                                    
                    (a)           “
                    After-Tax Account” which is composed of After-Tax Contributions
                    allocated to the Participant under the Plan, plus all income and gains credited
                    to, and minus all losses, expenses and withdrawals charged to, such
                    Account.


                    
                                                    
                    (b)           “
                    Before-Tax Account” which is composed of Before-Tax Contributions
                    allocated to the Participant under the Plan, plus all income and gains credited
                    to, and minus all losses, expenses and withdrawals charged to, such
                    Account.


                    
                                                    
                    (c)           “
                    Match Account” which is composed of Match Contributions allocated
                    to the Participant under the Plan, plus all income and gains credited to, and
                    minus all losses, expenses and withdrawals charged to, such Account. There are
                    two types of Match Accounts to which Match Contributions are allocated: a
                    Heritage Amoco Match Account for Heritage Amoco Participants and a BP Match
                    Account for all other Participants.


                    
                                                    
                    (d)           “
                    Rollover Account” which is composed of Rollover Contributions made
                    by or allocated to the Participant under the Plan, plus all income and gains
                    credited to, and minus all losses, expenses and withdrawals charged to, such
                    Account. There are two types of Rollover Accounts to which Rollover
                    Contributions are allocated: an After-Tax Rollover Account for Rollover
                    Contributions of amounts which are not includible in gross income, as described
                    in Section 402(c)(2)(A) of the Code, and a Before-Tax Rollover Account for all
                    other Rollover Contributions.


                    With
                    respect to an Alternate Payee or Beneficiary, references to Accounts will be
                    deemed to be references to all or that portion of a Participant’s
                    After-Tax Account, Before-Tax Account, Match Account and Rollover Account
                    which, under the terms of the Plan, has been allocated to an Account maintained
                    for such Alternate Payee or Beneficiary, plus all income and gains credited to,
                    and minus all losses, expenses and withdrawals charged to, such Account.
                    References herein to Accounts will also be deemed to include each of a
                    Participant’s Accounts and references herein to an Account will be deemed
                    to include any or each of the Participant’s Accounts.

                



        	
                    



                    
                    2

                    

                



        

        


        	
                    
                                    
                    1.3           “
                    Accrued Benefit” means the shares, units or other Trust Fund
                    assets allocated and posted to Accounts as of the Valuation Time in accordance
                    with the terms of this Plan, including any applicable Administrative Services
                    Agreement.


                    
                                    
                    1.4           “
                    Active Participant” means a Participant who: (a) is an
                    Employee; or (b) for periods prior to January 1, 2002, and solely with respect
                    to his Before-Tax Account (unless the context clearly requires otherwise), is a
                    former Employee who has not incurred a separation from service under Section
                    401(k) of the Code for which a distribution of his Before-Tax Account may be
                    made.


                    
                                    
                    1.5           “
                    Administrative Named Fiduciary” means a person or entity who:
                    (a) has the authority to control and manage the operation and
                    administration of the Plan or the Trust within the meaning of Section 402(a)(1)
                    of ERISA; (b) has the discretionary authority or discretionary
                    responsibility to administer the Plan or the Trust within the meaning of
                    Section 3(21)(A)(ii) of ERISA; or (c) exercises discretionary authority or
                    discretionary control respecting management of the Plan or the Trust within the
                    meaning of Section 3(21)(A)(i) of ERISA (other than trustee responsibilities
                    within the meaning of Section 405(c)(3) of ERISA), and includes the
                    Administrator and any other person (i) named in the Plan or the Trust; or
                    (ii) identified by a Designated Officer to be an Administrative Named
                    Fiduciary.


                    
                                    
                    1.6           “
                    Administrative Services Agreement” means an agreement with a
                    service provider to provide administrative services to the Plan.


                    
                                    
                    1.7           “
                    Administrator” means the Senior Vice President, or if an
                    Applicable Named Fiduciary has been identified with respect to the authority
                    involved in the provision of this Plan under consideration, then reference to
                    the Administrator in that context refers to such Applicable Named Fiduciary.
                    References in this Plan to the Administrator will be deemed to be a reference
                    to any person (other than a Fiduciary) to whom ministerial responsibilities
                    involved in the provisions of this Plan have been delegated by the
                    Administrator, including under an Administrative Services Agreement.


                    
                                    
                    1.8           “
                    AESP” means the Amoco Employee Savings Plan in effect on the
                    date prior to April 7, 2000.


                    
                                    
                    1.9           “
                    Alternate Payee” means an individual who is entitled to all
                    or a portion of a Participant’s Account pursuant to a QDRO.


                    
                                    
                    1.10         “
                    American Depositary Share” means a security issued to allow
                    easier holding and trading of interests in foreign corporations in the United
                    States.


                    
                                    
                    1.11         “
                    Appendix” means a written supplement attached to this Plan and
                    made a part hereof.


                    
                                    
                    1.12         “
                    Applicable Named Fiduciary” means, with respect to any
                    authority, control or discretion in the operation, administration or management
                    of the Plan or Trust, the Administrative Named Fiduciary who is charged with,
                    or who exercises responsibility for, such matter.

                



        	
                    



                    
                    3

                    

                



        

        


        	
                    
                                    
                    1.13         “
                    Authorized Absence” means an absence from active employment,
                    with or without Compensation, authorized or recognized by a Commonly Controlled
                    Entity under its standard personnel practices applicable to the Employee,
                    including any period of time during which such person is considered to be on a
                    leave of absence while covered by a disability plan of his Employer. The date
                    that an Employee’s Authorized Absence ends will be determined in
                    accordance with the personnel policies of such Commonly Controlled Entity,
                    which ending date will be no earlier than the date that the Authorized Absence
                    is scheduled to end, unless the Employee communicates to such Commonly
                    Controlled Entity that he is to have a Severance from Service as of an earlier
                    date or such Commonly Controlled Entity causes the Employee to have a Severance
                    from Service as of an earlier date.


                    
                                    
                    1.14         “
                    Beneficiary” means an individual entitled to receive any
                    benefits payable on the death of a Participant in accordance with Sections 12.3
                    and 12.5.


                    
                                    
                    1.15         “
                    Board of Directors” means the board of directors of the Company
                    as constituted from time to time.


                    
                                    
                    1.16         “
                    BP America CAP” means the BP America Capital Accumulation
                    Plan in effect on the date prior to April 7, 2000.


                    
                                    
                    1.17         “
                    Break in Service” means the period following a Severance from
                    Service and preceding a Reemployment Date.


                    
                                    
                    1.18         “
                    Business Day” means any day on which the New York Stock
                    Exchange and the Trustee are open for business.


                    
                                    
                    1.19         “
                    Claims Administrator” means the Administrator for purposes of
                    the initial review of any claim relating to a person’s eligibility to
                    participate in the Plan. For purposes of the initial review of any claim
                    relating to the amount of a person’s benefit under the Plan, the
                    Administrator acts as the Claims Administrator unless another Applicable Named
                    Fiduciary has been identified by a Designated Officer for this purpose, in
                    which case such other person or entity will be the Claims Administrator for
                    this purpose and will have the authority of the Administrator with respect
                    to such claim determination. The Administrator, in his sole discretion,
                    determines whether a claim relates to eligibility to participate in the Plan or
                    relates to the amount of benefit payable under the Plan. For purposes of the
                    appeal of all claims, whether relating to eligibility or amount of
                    benefits, the Administrator is the Claims Administrator unless another
                    Applicable Named Fiduciary has been identified by a Designated Officer for this
                    purpose, in which case such other person or entity will be the Claims
                    Administrator for this purpose.


                    
                                    
                    1.20         “
                    Code” means the Internal Revenue Code of 1986, as amended.
                    References to any specific Section will include any valid regulation
                    promulgated thereunder, and any statutory provision amending, supplementing or
                    superseding such Section.


                    
                                    
                    1.21         “
                    Commonly Administered Plan” means a qualified plan described in
                    Section 401(a) of the Code which: (a) is sponsored or maintained by a
                    Commonly Controlled Entity; (b)

                



        	
                    



                    
                    4

                    

                



        

        


        	
                    has the
                    same recordkeeper as this Plan; and (c) has the same type of accounts as the
                    Accounts in this Plan.


                    
                                    
                    1.22         “
                    Commonly Controlled Entity” means: (a) an Employer and
                    any corporation, trade or business, but only for so long as it and the Employer
                    are members of a controlled group of corporations as defined in Section 414(b)
                    of the Code or under common control as defined in Section 414(c) of the Code;
                    provided, however, that solely for purposes of the limitations of Section 415
                    of the Code, the standard of control under Sections 414(b) and 414(c) of the
                    Code will be deemed to be “more than 50%” rather than “at
                    least 80%”; (b) an Employer and an organization, but only for so
                    long as it and the Employer are members of an affiliated service group as
                    defined in Section 414(m) of the Code; (c) an Employer and an
                    organization, but only for so long as the employees of it and the Employer are
                    required to be aggregated under Section 414(o) of the Code; or (d) any
                    other organization designated as such by a Designated Officer. An entity will
                    not be considered a Commonly Controlled Entity before it becomes a Commonly
                    Controlled Entity pursuant to the preceding sentence.


                    
                                    
                    1.23         “
                    Company” means BP Corporation North America Inc., an Indiana
                    corporation, or any successor corporation by merger, consolidation, purchase or
                    otherwise, which elects to adopt the Plan. Notwithstanding the foregoing, in
                    the context of any Plan provision where Company refers to the issuer of Company
                    Stock, “Company” will mean BP p.l.c., or any successor
                    thereto.


                    
                                    
                    1.24         “
                    Company Stock” means ordinary shares of BP p.l.c. in the form of
                    American Depositary Shares.


                    
                                    
                    1.25         “
                    Company Stock Fund” means the BP Stock Fund Investment
                    Option.


                    
                                    
                    1.26         “
                    Compensation” For purposes of Article III:


                    
                                                    
                    (a)           Except
                    to the extent otherwise provided in subsection (b), below,
                    “Compensation” means amounts that are paid directly by an Employer
                    for personal services and that:


                    
                                                                    
                    (1)           are
                    paid to an Eligible Employee (except to the extent otherwise provided in
                    subsection (a)(2)(F), below); and


                    
                                                                    
                    (2)           fall
                    in one of the following categories:


                    
                                                                                    
                    (A)          basic
                    salary or wages, including forms of base pay delivered in alternative forms
                    such as piecework, payment by mileage for drivers, overtime, and shift and rate
                    differentials;


                    
                                                                                    
                    (B)          
                    pay in lieu of vacation;


                    
                                                                                    
                    (C)          
                    commissions;

                



        	
                    



                    
                    5

                    

                



        

        


        	
                    
                                                                                    
                    (D)          bonus
                    payments made under an annual incentive plan at the business unit or stream
                    level;


                    
                                                                                    
                    (E)           lump-sum
                    performance awards awarded in connection with annual salary administration;
                    or


                    
                                                                                    
                    (F)           amounts
                    that: (i) are contributed, at the election of an Eligible Employee, on
                    behalf of the Eligible Employee to a cafeteria plan or a cash or deferred
                    arrangement and not included in the Eligible Employee’s gross income for
                    federal income tax purposes by reason of Sections 125, 132(f) or 402(e)(3) of
                    the Code and (ii) would, were it not for the Eligible Employee’s
                    election, (I) meet the requirement imposed by subsection (a)(1), above, and
                    (II) fall in one of the categories listed in subparagraphs (A) through (E) of
                    this subsection (a)(2); and


                    
                                                                    
                    (3)           do
                    not fall in any of the following categories:


                    
                                                                                    
                    (A)          sign-on,
                    retention, or ratification payments;


                    
                                                                                    
                    (B)          
                    severance or separation payments;


                    
                                                                                    
                    (C)           spot
                    awards, reward and recognition payments or any other comparable
                    payments;


                    
                                                                                    
                    (D)          remuneration
                    received attributable to moving or educational expenses;


                    
                                                                                    
                    (E)           expense
                    allowances, or premium pay based on an Employee’s worksite;


                    
                                                                                    
                    (F)          
                    tax reimbursements;


                    
                                                                                    
                    (G)           payments
                    made pursuant to an employment contract or bonus plan under which such payments
                    are not intended to be Compensation hereunder;


                    
                                                                                    
                    (H)          payments
                    in excess of amounts paid pursuant to subsection (a)(2)(A) above, made to
                    compensate an Employee for having to work during all or part of the 60-day
                    period following notice in connection with a severance or separation program;
                    or


                    
                                                                                    
                    (I)            awards
                    under the 1998 Share Option Plan (or any other income under any equity-based
                    plan);


                    
                                                                                    
                    (J)            awards
                    under the BP Long Term Performance Plan; and


                    
                                                                                    
                    (K)          any
                    other remuneration not described in subparagraphs (A) through (G) of subsection
                    (a)(2), above.


                    
                                                    
                    (b)           For
                    purposes of the definition of “Compensation” hereunder:

                



        	
                    



                    
                    6

                    

                



        

        


        	
                    
                                                                    
                    (1)           except
                    with respect to items of “Compensation” referred to in Sections
                    1.26(a)(2)(B) and (b)(3), no amount will be considered
                    “Compensation” hereunder if it is paid after an individual’s
                    Severance from Service, even if such amount would have been considered
                    “Compensation” if it were paid while the individual was an Eligible
                    Employee;


                    
                                                                    
                    (2)           an
                    amount that should have been paid in a manner that met the requirements imposed
                    by this Section 1.26 (as modified by subsection (b)(1), above), but that
                    was mistakenly paid in a different manner, will be treated as meeting the
                    requirements imposed by this Section 1.26;


                    
                                                                    
                    (3)           all
                    amounts paid in settlement (including, but not limited to, amounts paid for
                    front and back pay and emotional distress) to an Eligible Employee will be
                    excluded from the definition of “Compensation” hereunder unless
                    otherwise ordered pursuant to the final decision of the presiding court,
                    arbitrator, or administrative agency after all available appeals have been
                    exhausted; and


                    
                                                                    
                    (4)           if
                    it is not entirely clear whether an item of remuneration meets the requirements
                    of subsection (a)(2) or (a)(3), above, the Administrator, in his sole
                    discretion, will determine whether the item meets the requirements of such
                    subsection (a)(2) or (a)(3), above.


                    
                                                    
                    (c)           In
                    addition to other applicable limitations that may be set forth in the Plan, and
                    notwithstanding any other contrary provision of the Plan, annual Compensation
                    taken into account under the Plan for the purpose of calculating the
                    Contributions to the Plan by or in respect of a Participant for any Plan Year
                    will not exceed the applicable compensation limit under Section 401(a)(17) of
                    the Code, as adjusted.


                    
                                    
                    1.27         “
                    Contractor Firm” means a person or entity which is not a
                    Commonly Controlled Entity.


                    
                                    
                    1.28         “
                    Contribution” means an amount contributed to the Plan on behalf
                    of a Participant, in one or more of the following types:


                    
                                                    
                    (a)           “
                    After-Tax” which means an amount contributed by the Employee on an
                    after-tax basis in conjunction with a Contribution Election, as described in
                    Section 3.2.


                    
                                                    
                    (b)           “
                    Before-Tax” which means an amount contributed by the Employer on a
                    before-tax basis under Section 402(g) or 414(v) of the Code in conjunction with
                    a Contribution Election, as described in Sections 3.1 and 4.9.


                    
                                                    
                    (c)           “
                    Match” which means an amount contributed by the Employer based
                    upon the amount contributed by the Participant, as described in
                    Section 3.3.


                    
                                                    
                    (d)           “
                    Rollover” which means an amount contributed by or on behalf of a
                    Participant that constitutes all or part of an “eligible rollover
                    distribution” (within the meaning of Section 402(f)(2)(A) of the Code),
                    as described in Section 3.4, and which satisfies the requirements of
                    Section 402(c)(2) of the Code, to the extent applicable.

                



        	
                    



                    
                    7

                    

                



        

        


        	
                    
                                    
                    1.29         “
                    Contribution Dollar Limit” means the annual limit imposed on
                    each Participant pursuant to Section 402(g) of the Code (as indexed pursuant to
                    Section 402(g)(4) of the Code, provided that no such adjustment will be taken
                    into account hereunder before the Plan Year in which it becomes
                    effective).


                    
                                    
                    1.30         “
                    Contribution Election” or “Election” means the
                    election made by an Active Participant who is an Eligible Employee to reduce
                    the Compensation to be paid to him by an amount equal to the product of his
                    Contribution Percentage and such Compensation subject to the Contribution
                    Election. Subject to Section 3.1(b), such Contribution Election will specify
                    the portion of the Contribution that is a Before-Tax Contribution and the
                    portion that is an After-Tax Contribution.


                    
                                    
                    1.31         “
                    Contribution Percentage” means the percentage of an Eligible
                    Employee’s Compensation which is to be contributed to the Plan by his
                    Employer as a Contribution, or where the context requires, as a Before-Tax
                    Contribution or an After-Tax Contribution.


                    
                                    
                    1.32         “
                    Designated Officer” means the Senior Vice President and any
                    other officer of the Company, the Group Vice President, Human Resources of BP
                    p.l.c. and any other officer of BP p.l.c., to whom (but only to the extent
                    specifically provided), authority to act on behalf of the Company has been
                    granted by the Board of Directors or one of its committees.


                    
                                    
                    1.33         “
                    Direct Rollover” means a payment by the Plan to an Eligible
                    Retirement Plan specified by a Distributee.


                    
                                    
                    1.34         “
                    Disability” or Disabled” means the Participant has been
                    determined to be disabled for purposes of Federal Old-Age, Survivors and
                    Disability Insurance (Social Security) Benefits.


                    
                                    
                    1.35         “
                    Distributee” means a Participant, or a Participant’s
                    surviving Spouse; or, and only with regard to the interest of an Alternate
                    Payee, a Participant’s Spouse or former Spouse who is the Alternate
                    Payee.


                    
                                    
                    1.36         “
                    Effective Date” means January 1, 2002, the date upon which
                    the provisions of this amended and restated document take effect.


                    
                                    
                    1.37         “
                    Eligible Employee” means an Employee of an Employer who is
                    either (A) an at site hourly Employee who is associated with Employer-operated
                    (direct operations) retail locations, or (B) an hourly Employee of an Air BP
                    into plane fueling or tank farm operation (other than at Cleveland, Hopkins
                    Airport), and whose Compensation is paid in U.S. currency, except that an
                    Eligible Employee does not include:


                    
                                                    
                    (a)           an
                    Employee who is represented by a union unless the union and the Employer have
                    entered into a collective bargaining or other agreement that provides that the
                    Employee may participate in the Plan;


                    
                                                    
                    (b)           an
                    Employee who is a “nonresident alien” (within the meaning of
                    Section 7701(b)(1)(B) of the Code) and who receives no “earned
                    income” (within the meaning of

                



        	
                    



                    
                    8

                    

                



        

        


        	
                    
                    Section 911(d)(2) of
                    the Code) from the Employer that constitutes income from sources within the
                    United States (within the meaning of Section 861(a)(3) of the
                    Code);


                    
                                                    
                    (c)           an
                    individual employed pursuant to an agreement providing that the individual is
                    not eligible to participate in the Plan;


                    
                                                    
                    (d)           an
                    individual who is not contemporaneously classified as an Employee for purposes
                    of the Employer’s payroll system. In the event any such individual is
                    reclassified as an Employee for any purpose, including, without limitation, as
                    a common law or statutory employee, by any action of any third party,
                    including, without limitation, any government agency, or as a result of any
                    private lawsuit, action, or administrative proceeding, such individual will,
                    notwithstanding such reclassification, remain ineligible for participation
                    hereunder and will not be considered an Eligible Employee. In addition to
                    and not in derogation of the foregoing, the exclusive means for an individual
                    who is not contemporaneously classified as an Employee of the Employer on the
                    Employer’s payroll system to become eligible to participate in this Plan
                    is through an amendment to this Plan which specifically renders such individual
                    eligible for participation hereunder;


                    
                                                    
                    (e)           an
                    Employee whose basic compensation for services on behalf of an Employer is not
                    paid directly by an Employer;


                    
                                                    
                    (f)            an
                    at site salaried Employee who is associated with Employer-operated (direct
                    operations) retail locations;


                    
                                                    
                    (g)           an
                    Employee who is making contributions to or receiving an employer contribution
                    under any other tax qualified defined contribution pension plan that is
                    sponsored by any Commonly Controlled Entity and that provides for before tax or
                    after tax contributions;


                    
                                                    
                    (h)           an
                    Employee of Air BP, other than an hourly Employee at an Air BP into plane
                    fueling or tank farm operation (other than at Cleveland, Hopkins
                    Airport);


                    
                                                    
                    (i)            an
                    Employee who is a resident of Puerto Rico and who is subject to the income tax
                    laws of Puerto Rico; or


                    
                                                    
                    (j)            an
                    Employee covered by a classification which is scheduled in an
                    Appendix.


                    
                                    
                    1.38         “
                    Eligible Retirement Plan” means an individual retirement
                    account described in Section 408(a) of the Code, an individual retirement
                    annuity described in Section 408(b) of the Code, an annuity plan described
                    in Section 403(a) of the Code, an eligible deferred compensation plan
                    described in Section 457(b) of the Code which is maintained by an eligible
                    employer described in Section 457(e)(1)(A) of the Code (but only if such
                    employer agrees to separately account for amounts transferred into such plan
                    from the Plan), an annuity contract described in Section 403(b) of the Code, or
                    a qualified trust described in Section 401(a) of the Code which accepts a
                    Distributee’s Eligible Rollover Distribution.

                



        	
                    



                    
                    9

                    

                



        

        


        	
                    
                                    
                    1.39         “
                    Eligible Rollover Distribution” means any distribution of all
                    or any portion of the balance to the credit of a Distributee, except that an
                    Eligible Rollover Distribution does not include any distribution that is one of
                    a series of substantially equal periodic payments (not less frequently than
                    annually) made for the life (or life expectancy) of the Distributee or the
                    joint lives (or joint life expectancies) of the Distributee and the
                    Distributee’s designated Beneficiary, or for a specified period of 10
                    years or more; any distribution to the extent such distribution is required
                    under Section 401(a)(9) of the Code; or, any “hardship
                    withdrawal” described in Treasury Regulation §1.401(k)-1(d)(2)(ii)
                    that may not be distributed to the Distributee without regard to hardship under
                    Section 401(k)(2)(B) of the Code. The portion of a distribution which
                    consists of after-tax contributions which are not includible in gross income
                    may be transferred only in a trustee-to-trustee transfer and may be transferred
                    only to an individual retirement account or annuity described in Section 408(a)
                    or (b) of the Code, or to a qualified defined contribution plan described in
                    Section 401(a) or 403(a) of the Code that agrees to separately account for
                    amounts so transferred, including separately accounting for the portion of such
                    distribution which is includible in gross income and the portion of such
                    distribution which is not so includible.


                    
                                    
                    1.40         “
                    Employee” means any person who either: (a) renders services
                    as a common law employee to a Commonly Controlled Entity and is on the payroll
                    of such Commonly Controlled Entity; or (b) is on an Authorized Absence
                    from employment with a Commonly Controlled Entity. Notwithstanding the
                    foregoing, the term “Employee” does not include any individual
                    retained by a Commonly Controlled Entity directly or through an agency or
                    other party to perform services for a Commonly Controlled Entity (for either a
                    definite or indefinite duration) in the capacity of a fee-for-service worker or
                    independent contractor or any similar capacity including, without limitation,
                    any such individual employed by temporary help firms, technical help firms,
                    staffing firms, employee leasing firms, professional employer organizations or
                    other staffing firms, whether or not deemed to be “common law”
                    employees or “leased employees” within the meaning of
                    Section 414(n) of the Code.


                    
                                    
                    1.41         “
                    Employer” means the Company and each Commonly Controlled
                    Entity that maintained the Plan immediately prior to the Effective Date, and
                    any Commonly Controlled Entity that adopts the Plan in accordance with Article
                    XV, as listed in Appendix 1.41; provided, that an entity will cease to be an
                    Employer when it ceases to be a Commonly Controlled Entity or it withdraws from
                    the Plan.


                    
                                    
                    1.42         “
                    Employment Date” means the day an Employee first earns an
                    Hour of Service.


                    
                                    
                    1.43         “
                    ERISA” means the Employee Retirement Income Security Act of
                    1974, as amended. Reference to any specific Section includes any valid
                    regulation promulgated thereunder, and any statutory provision amending,
                    supplementing or superseding such Section.


                    
                                    
                    1.44         “
                    Exchange Election” means an election by a Participant to change
                    the investment of all or some specified portion of such Participant’s
                    Accounts, as described in Section 6.2.


                    
                                    
                    1.45         “
                    Fiduciary” means: (a) any individual or entity which a
                    Designated Officer identifies to be an Administrative Named Fiduciary with
                    respect to such individual’s or entity’s

                



        	
                    



                    
                    10

                    

                



        

        


        	
                    
                    authority to control and
                    manage the operation and administration of the Plan; (b) any individual or
                    entity which an Administrative Named Fiduciary, acting on behalf of the Plan,
                    designates to be a Fiduciary; or (c) any other individual or entity who
                    performs a fiduciary function under the Plan as defined in Section 3(21)
                    of ERISA.


                    
                                    
                    1.46         “
                    Heritage Amoco Participant” means: (a) a participant
                    with an account balance in AESP on the day prior to April 7, 2000; (b) an
                    “Eligible Employee” on the payroll of the Plan Sponsor or a
                    participating employer in AESP on the day prior to April 7, 2000; or (c) a
                    rehired former participant in AESP who either (I) is credited with at least 2
                    years of Service under AESP prior to April 7, 2000, or (II) who as of his
                    rehire date has not incurred a Break in Service of 7 consecutive
                    years.


                    
                                    
                    1.47         “
                    Heritage BP Participant” means a participant or former
                    participant in BP America CAP prior to April 7, 2000.


                    
                                    
                    1.48         “
                    Highly Compensated Eligible Employee” or “HCE” means
                    an Eligible Employee who is a “highly compensated employee” within
                    the meaning of Section 414(q) of the Code (determined as if the election
                    described in Section 414(q)(1)(B)(ii) of the Code has not been made), the
                    provisions of which are incorporated herein by reference.


                    
                                    
                    1.49         “
                    Hour of Service” means an hour for which an Employee is paid or
                    entitled to be paid, with respect to the performance of duties for any Commonly
                    Controlled Entity either as regular wages, salary, or commissions or
                    pursuant to an award or agreement requiring a Commonly Controlled Entity to pay
                    back wages. The crediting of an Hour of Service will be made in accordance with
                    Department of Labor Regulation §2530.200b-2 and 3.


                    
                                    
                    1.50         “
                    Income Fund” means the Investment Option designated as the
                    Income Fund Investment Option by the Administrator, or if none, the Short-Term
                    Investments Fund.


                    
                                    
                    1.51         “
                    Inactive Participant” means a Participant who is not an
                    Active Participant.


                    
                                    
                    1.52         “
                    Investment Committee” means the Investment Committee
                    designated by the Company for the Trust, or if none, the Chief Financial
                    Officer of the Company.


                    
                                    
                    1.53         “
                    Investment Election” means an election by which a Participant
                    directs the investment of his Contributions or amounts allocated to his
                    Account, as described in Section 6.1.


                    
                                    
                    1.54         “
                    Investment Option” means each of the Investment Options
                    available under the Plan as listed in Appendix 1.54.


                    
                                    
                    1.55         “
                    Member” means a Participant, Alternate Payee or
                    Beneficiary.


                    
                                    
                    1.56         “
                    Non-Highly Compensated Employee” or “NHCE” means
                    an Eligible Employee who is not an HCE.


                    
                                    
                    1.57         “
                    Normal Retirement Date” means the date on which a Participant
                    attains age 65.

                



        	
                    



                    
                    11

                    

                



        

        


        	
                    
                                    
                    1.58         “
                    Participant” means an individual who is participating in the
                    Plan after completing the Plan’s requirements for participation, but only
                    for so long as such individual is considered a Participant in accordance with
                    Section 2.4.


                    
                                    
                    1.59         “
                    Payment Date” means the date on or after the Settlement Date on
                    which an individual’s Accrued Benefit is withdrawn (or commences to be
                    withdrawn), which date will be at least the minimum number of days required by
                    law, if any, after the date the individual has received such notice as is
                    required by law, if any, before a withdrawal can be made (or commenced to be
                    made) as determined by the Administrator.


                    
                                    
                    1.60         “
                    Plan” means the BP DirectSave Plan, as set forth herein and
                    as hereafter may be amended.


                    
                                    
                    1.61         “
                    Plan Sponsor” means BP Corporation North America
                    Inc.


                    
                                    
                    1.62         “
                    Plan Year” means each calendar year.


                    
                                    
                    1.63         “
                    Predecessor Company” means an entity or predecessor thereof,
                    prior, in either case, to its becoming a Commonly Controlled Entity, or to its
                    assets being acquired by a Commonly Controlled Entity, as determined by the
                    Company.


                    
                                    
                    1.64         “
                    Prior Plan” means the BP DirectSave Plan in effect on the
                    date prior to the Effective Date.


                    
                                    
                    1.65         “
                    QDRO” means a domestic relations order which the Administrator
                    has determined to be a qualified domestic relations order within the meaning of
                    Section 414(p) of the Code.


                    
                                    
                    1.66         “
                    Reemployment Date” means the first date on which an Employee
                    completes an Hour of Service by performing services as an Employee after a
                    Break in Service.


                    
                                    
                    1.67         “
                    Senior Vice President” means the Senior Vice President - Human
                    Resources of the Company or, upon the resignation or removal of such Senior
                    Vice President, any successor officer to the Senior Vice President who performs
                    substantially similar duties with respect to administration of employee
                    benefits (whether assigned a different title by the Company or not), or, in the
                    absence of such a successor, the General Counsel of the Company.


                    
                                    
                    1.68         “
                    Service” means a Participant’s service with any
                    Commonly Controlled Entity, measured in accordance with Article II.


                    
                                    
                    1.69         “
                    Settlement Date” means the date as of which a financial
                    transaction from a corresponding Trade Date is settled in cash or in
                    kind.


                    
                                    
                    1.70         “
                    Sever from Service” means to incur a Severance from
                    Service.


                    
                                    
                    1.71         “
                    Severance from Service” means the earlier of: (a) the date an
                    Employee terminates employment with any Commonly Controlled Entity by reason of
                    a resignation,

                



        	
                    



                    
                    12

                    

                



        

        


        	
                    
                    discharge, retirement, or
                    death; or (b) the first anniversary of the date the Employee is first absent
                    (but not on an Authorized Absence) from employment by any Commonly Controlled
                    Entity for any other reason. An Employee who fails to return to employment with
                    any Commonly Controlled Entity at the expiration of an Authorized Absence will
                    be deemed to have Severed from Service on the first to occur of the
                    expiration of his Authorized Absence or the first anniversary of the first
                    day of his Authorized Absence. An Employee who transfers employment between
                    Commonly Controlled Entities will not be deemed to have Severed from
                    Service.


                    
                                    
                    1.72         “
                    Short-Term Investments Fund” means the Investment Option
                    designated as the Short-Term Investments Fund (and prior to February 1, 2002,
                    the Money Market Fund) Investment Option by the Administrator.


                    
                                    
                    1.73         “
                    Spousal Consent” means the irrevocable written consent given
                    by a Spouse to a Participant’s election (or waiver) of a specified form
                    of benefit or Beneficiary designation. The Spouse’s consent must
                    acknowledge the effect on the Spouse of the Participant’s election,
                    waiver or designation and be duly witnessed by a Plan representative or notary
                    public. Spousal Consent will be valid only with respect to the Spouse who signs
                    the Spousal Consent and only for the particular choice made by the Participant
                    which requires Spousal Consent. A Participant may revoke (without Spousal
                    Consent) a prior election, waiver or designation that required Spousal Consent
                    at any time before the Sweep Time associated with the Settlement Date upon
                    which payments will begin. Spousal Consent will not be necessary to the extent
                    that there is a determination by the Administrator that there is no Spouse, the
                    Spouse cannot be located or such other circumstances as may be established by
                    applicable law.


                    
                                    
                    1.74         “
                    Spouse” means a person who, as of the relevant time, is married
                    to the Participant under the laws of the State of the Participant’s
                    residence as evidenced by a valid marriage certificate or other proof
                    acceptable to the Administrator.


                    
                                    
                    1.75         “
                    Sweep Time” means the cutoff time established by the
                    Administrator to receive notification of a financial transaction in order to
                    process the transaction with respect to a Trade Date designated by the
                    Administrator.


                    
                                    
                    1.76         “
                    Trade Date” means the Business Day as of which a financial
                    transaction is effected.


                    
                                    
                    1.77         “
                    Trust” means the legal entity resulting from the Trust
                    Agreement, in which some or all of the assets of this Plan will be received,
                    held, invested and distributed to or for the benefit of Participants and
                    Beneficiaries.


                    
                                    
                    1.78         “
                    Trust Agreement” means the agreement between the Company and
                    the Trustee establishing the Trust, and any amendments thereto.


                    
                                    
                    1.79         “
                    Trust Fund” means any property, real or personal, received by
                    and held by the Trustee, plus all income and gains and minus all losses,
                    expenses, withdrawals and distributions chargeable thereto.

                



        	
                    



                    
                    13

                    

                



        

        


        	
                    
                                    
                    1.80         “
                    Trustee” means any corporation, individual or individuals
                    designated in the Trust Agreement accepting the appointment as Trustee to
                    execute the duties of the Trustee as set forth in the Trust
                    Agreement.


                    
                                    
                    1.81         “
                    Unit Value” means the value of a unit in an applicable
                    Investment Option, as determined in good faith by the Trustee or the custodian
                    of the Trust Fund, or, in the case of a mutual fund shares, by the issuer
                    of such mutual fund shares.


                    
                                    
                    1.82         “
                    Valuation Time” means 4 p.m. (Eastern Time) or, if earlier,
                    the close of business of the New York Stock Exchange, or as otherwise
                    determined by the Administrator.


                    
                                    
                    1.83         “
                    Year of Participation” means each year of Service to the
                    extent earned during the period beginning on the date a Participant begins
                    making Before-Tax or After-Tax Contributions to the Plan (or any plan the
                    assets of which are merged into the Plan), and continuing for so long as the
                    person remains a Participant.

                



        	
                    



                    
                    14

                    

                



        

        


        	
                    
                    ARTICLE II

                    

                    PARTICIPATION AND SERVICE


                    
                                    
                    2.1          
                    Eligibility.


                    
                                                    
                    (a)           
                    Participant on Effective Date. Each person who was a participant with an
                    accrued benefit in the Plan immediately before the Effective Date will continue
                    as a Participant as of the Effective Date.


                    
                                                    
                    (b)           
                    Other Eligible Employee. Except to the extent provided in Section
                    2.1(c), each person who is an Eligible Employee will be eligible to become a
                    Participant upon both (i) attaining age 21 and (ii) the completing 1 year of
                    Service, if he is then an Eligible Employee.


                    
                                                    
                    (c)           
                    Reemployment. Notwithstanding anything herein to the contrary, for
                    purposes of eligibility to participate hereunder, the following special rules
                    apply if an Eligible Employee incurs a Severance from Service and subsequently
                    has a Reemployment Date: 


                    
                                                                   (i)            If
                    the Eligible Employee had not yet satisfied the Plan’s eligibility
                    requirements, and the Reemployment Date occurs within the 12-month period
                    following his Severance from Service, such Eligible Employee will be treated as
                    if he had not incurred such Severance from Service;


                    
                                                                   (ii)           If
                    the Eligible Employee had not yet satisfied the Plan’s eligibility
                    requirements, and the Reemployment Date occurs after the 12-month period
                    following his Employment Date, but before the Eligible Employee incurs a Break
                    in Service of at least 3 consecutive 12-month periods, such Eligible
                    Employee’s Service will include Service prior to such Severance from
                    Service (except to the extent disregarded due to a prior Break in Service);
                    and


                    
                                                                   (iii)          If
                    an Eligible Employee incurs a Break in Service of at least 3 consecutive
                    12-month periods, the Employee will not be eligible to become a Participant (or
                    resume participation in the Plan) until the completion of 1 year of Service
                    after his Reemployment Date, and then only if he has attained age 21 and is
                    then an Eligible Employee.


                    
                                    
                    2.2           
                    Impact of Change of Employment Status on Eligibility. An Employee who
                    has satisfied the Plan’s eligibility requirements, but is not an Eligible
                    Employee will be eligible to become a Participant on the date he becomes an
                    Eligible Employee. If the status of a Participant changes from Eligible
                    Employee to Employee, such Participant will cease to be eligible to make or to
                    have Contributions made on his behalf to the Plan, until such time as such
                    Participant is reemployed by an Employer as an Eligible Employee.


                    
                                    
                    2.3           
                    Enrollment. An Eligible Employee who is eligible to become a Participant
                    may become a Participant by enrolling in the Plan, or as otherwise provided in
                    Section 2.9(a).

                



        	
                    



                    
                    15

                    

                



        

        


        	
                    
                                    
                    2.4           
                    Duration. A person will cease to be a Participant on the date that his
                    entire nonforfeitable Accrued Benefit under the Plan has been withdrawn, or
                    upon his death, whichever occurs first.


                    
                                    
                    2.5          
                    Service.


                    
                                                    
                    (a)           Except
                    as otherwise provided in this Article II and in Article XI, an Employee’s
                    Service will be the sum of (i) the Employee’s Service as of December 31,
                    2001, and (ii) the Employee’s years and fractions of a year (expressed in
                    days) as an Employee after that date until he Severs from Service.


                    
                                                    
                    (b)           Solely
                    for purposes of this Section 2.5, if an Employee completes an Hour of
                    Service before the first anniversary of his Severance from Service, the
                    Severance from Service will be deemed not to have occurred for purposes of this
                    Section 2.5.


                    
                                    
                    2.6          
                    Other Service-Crediting Provisions.


                    
                                                    
                    (a)           To
                    the extent determined by a resolution of a Designated Officer, a
                    Participant’s Service will include his service as an employee of a
                    Predecessor Company if the Participant was an employee of the Predecessor
                    Company when it became a Commonly Controlled Entity.


                    
                                                    
                    (b)           Employment
                    with a Commonly Controlled Entity before the Effective Date will be disregarded
                    in determining an Employee’s Service if such employment would have been
                    disregarded under the rules of the Plan with regard to breaks in service as
                    such rules were in effect under the Plan from time to time before the Effective
                    Date.


                    
                                                    
                    (c)           Service
                    as a “leased employee” within the meaning of Section 414(n) or (o)
                    of the Code will be credited for any period during which Section 414 of the
                    Code requires the person to earn Service as a “leased
                    employee.”


                    
                                    
                    2.7          
                    Authorized Absences.


                    
                                                    
                    (a)           The
                    period of an Authorized Absence will be included in determining an
                    Employee’s Service according to the rules prescribed by this
                    Section 2.7, except to the extent additional Service is required to be
                    granted by applicable law. Solely for purposes of determining the amount of
                    Service that will be credited in accordance with this Section 2.7, the
                    period of an Employee’s Authorized Absence will be deemed to end no later
                    than the date on which the Employee’s employment is
                    terminated.


                    
                                                    
                    (b)           If
                    an Employee is absent from employment on account of a medical leave of absence
                    approved by his Employer or if the Employee is receiving benefits under his
                    Employer’s Sickness and Disability Benefits policy, his Employer’s
                    Occupational Illness and Injury policy, or his Employer’s Long-Term
                    Disability Program (or any successors thereto), he will receive Service for the
                    period of his absence from employment not to exceed a period of 24
                    months.

                



        	
                    



                    
                    16

                    

                



        

        


        	
                    
                                                    
                    (c)           If
                    an Employee is absent from employment on account of a family leave of absence
                    approved by his Employer, he will receive Service for the period of his absence
                    from employment up to a maximum period of 12 months.


                    
                                                    
                    (d)           If
                    an Employee is absent from employment for military service with the armed
                    forces of the United States and returns to employment within the period
                    required by the Uniformed Services Employment and Reemployment Rights Act of
                    1994, or any successor statute, he will receive Service for the period of his
                    absence from employment. Notwithstanding any provision of the Plan to the
                    contrary, contributions, benefits and service credit with respect to qualified
                    military service will be provided in accordance with Section 414(u) of the
                    Code. The Administrator may reasonably request that a Participant
                    demonstrate that he has engaged in qualified military service within the
                    meaning of Section 414(u) of the Code.


                    
                                                    
                    (e)           If
                    an Employee is absent from employment on account of any Authorized Absence
                    (other than a leave described in subsections (b), (c) or (d), above) approved
                    by his Employer, he will receive Service for the period of his absence from
                    employment up to a maximum period of 12 months.


                    
                                    
                    2.8           
                    Non-duplication. Notwithstanding anything to the contrary in this Article
                    II, a Participant will not receive credit under the Plan for a single period of
                    service more than once for computing Service.


                    
                                    
                    2.9           
                    Transfer of Accounts Upon Change of Employment Status.


                    
                                                    
                    (a)           If,
                    upon a change of employment status, an Employee who is a participant in a
                    Commonly Administered Plan (other than the BP Savings and Investment Plan)
                    becomes an Eligible Employee:


                    
                                                                   (i)           such
                    Eligible Employee will become a Participant in the Plan as of the transfer
                    date;


                    
                                                                   (ii)          his
                    contribution elections and investment election made under the Commonly
                    Administered Plan will automatically be treated as his Contribution Election
                    and Investment Election under this Plan; and


                    
                                                                   (iii)         he
                    can elect to have his accounts under such Commonly Administered Plan
                    transferred to the corresponding Accounts to be established on his behalf under
                    this Plan.


                    
                                                    
                    (b)           Notwithstanding
                    the foregoing election, the prior investment election of such Participant will
                    not continue in effect in this Plan if Investment Options in this Plan and the
                    Commonly Administered Plan are different. In that case, the Investment Election
                    will be deemed to be (until changed) the Short-Term Investments Fund, and all
                    amounts transferred to this Plan will be invested initially in the Short-Term
                    Investments Fund and then reinvested pursuant to an Exchange Election made by
                    the Participant, or as otherwise directed by the Administrator.

                



        	
                    



                    
                    17

                    

                



        

        


        	
                    
                                                    
                    (c)           If
                    the status of a Participant changes from Eligible Employee to Employee and such
                    Participant becomes eligible to participate in a different Commonly
                    Administered Plan (other than the BP Savings and Investment Plan), at his
                    election his Accounts (and the Investment Options in which those Accounts are
                    invested) under this Plan will be transferred to the corresponding accounts
                    (and investment options) to be established on his behalf under such Commonly
                    Administered Plan, subject to the terms of such Commonly Administered
                    Plan.


                    
                                    
                    2.10         Transfer
                    of Accounts Upon Outsourcing. If a Participant ceases to be an Eligible
                    Employee because his employment function has been outsourced to a Contractor
                    Firm, the Administrator may provide for, or cause, the Accounts of such
                    Eligible Employee to be transferred to a plan of the Contractor Firm that is
                    intended to be qualified under Section 401(a) of the Code in a transfer
                    that complies with the requirements of Sections 411(d)(6) and 414(l) of
                    the Code.

                



        	
                    



                    
                    18

                    

                



        

        


        	
                    
                    ARTICLE III

                    

                    CONTRIBUTIONS


                    
                                    
                    3.1          
                    Before-Tax Contributions.


                    
                                                    
                    (a)           Any
                    Participant who is an Eligible Employee may elect to have Before-Tax
                    Contributions made to the Plan by his Employer in an integral percentage of his
                    Compensation of not less than 1 percent nor more than 100 percent; provided,
                    however, that in no event may the percentage of the After-Tax Contributions
                    of a Participant, when added to the percentage of Before-Tax Contributions, if
                    any, made on his behalf equal less than 1 percent or more than 100 percent of
                    his Compensation. The Compensation of such Participant will be reduced by the
                    percentage elected under the Contribution Election in effect for such
                    Participant; provided, however, that no Before-Tax Contributions made
                    with respect to a year on behalf of a Participant may exceed the limitations
                    set forth in Article IV. With respect to each applicable payroll period, the
                    Employer will contribute as soon as reasonably possible, an amount to the Trust
                    equal to the Participant’s Before-Tax Contributions for such payroll
                    period and the Administrator will cause such amount to be allocated and posted
                    to the Participant’s Before-Tax Account.


                    
                                                    
                    (b)           Subject
                    to the right of any Participant who attains age 50 before the close of the
                    relevant Plan Year to make additional Before-Tax Contributions as catch-up
                    contributions pursuant to Section 4.9, if the Contribution Dollar Limit
                    prevents the Employer from making Before-Tax Contributions on behalf of a
                    Participant, the Participant will be deemed to have elected to make an
                    After-Tax Contribution pursuant to Section 3.2 with respect to Before-Tax
                    Contributions the Employer was prevented from making; provided, however,
                    that no such After-Tax Contributions made with respect to a year on behalf of a
                    Participant may exceed the limitations set forth in Article IV.


                    
                                    
                    3.2           
                    After-Tax Contributions. Any Participant who is an Eligible Employee may
                    elect to make After-Tax Contributions to the Plan by payroll deduction in an
                    integral percentage of his Compensation of not less than 1 percent nor more
                    than 100 percent; provided, however, that in no event may the percentage
                    of the After-Tax Contributions of a Participant, when added to the percentage
                    of Before-Tax Contributions, if any, made on his behalf equal less than 1
                    percent or more than 100 percent of his Compensation. Any payroll deduction
                    with respect to After-Tax Contributions will be made from the Compensation of a
                    Participant by his Employer in accordance with the terms of the Contribution
                    Election in effect for such Participant; provided, however, that no
                    After-Tax Contributions made with respect to a year on behalf of a Participant
                    may exceed the limitations set forth in Article IV. With respect to each
                    applicable payroll period, the Employer will contribute as soon as reasonably
                    possible, an amount to the Trust equal to the Participant’s After-Tax
                    Contributions for such payroll period and the Administrator will cause such
                    amount to be allocated and posted to the Participant’s After-Tax
                    Account.


                    
                                    
                    3.3           
                    Match Contributions. No Match Contributions will be made under the
                    Plan.

                



        	
                    



                    
                    19

                    

                



        

        


        	
                    
                                    
                    3.4          
                    Rollover Contributions.


                    
                                                    
                    (a)           Any
                    Eligible Employee may elect to make a Rollover Contribution to the Plan by
                    delivering, or causing to be delivered, to the Plan the assets in cash which
                    constitute such Rollover Contribution, provided that such Rollover Contribution
                    meets such conditions as the Administrator may establish. Upon receipt by the
                    Trustee, such assets will be invested in the Investment Options described in
                    Article VI, in accordance with the Participant’s Investment Election with
                    respect to such Rollover Contributions. The Trustee will then allocate and post
                    to the Rollover Account of such Participant the amount of such Rollover
                    Contribution. No Rollover Contribution by an Eligible Employee pursuant to this
                    Section 3.4 will be deemed to be a contribution of such Eligible Employee
                    for purposes of Article IV.


                    
                                                    
                    (b)           If
                    it is later determined that an amount transferred pursuant to subsection (a),
                    above, did not in fact qualify as a Rollover Contribution, the balance
                    allocated to the Employee’s Rollover Account will immediately be: (i)
                    segregated from all other Plan assets; (ii) treated as a non-qualified trust
                    established by and for the benefit of the Employee; and (iii) distributed to
                    the Employee, as adjusted for earnings and losses. Any such nonqualifying
                    rollover will be deemed never to have been a part of the Plan.


                    
                                                    
                    (c)           A
                    Participant who is entitled to receive a lump sum distribution from a qualified
                    plan described in Section 401(a) of the Code maintained by an Employer as
                    the result of separation of employment or retirement from a Commonly Controlled
                    Entity may elect to have such lump sum distribution deposited into his Rollover
                    Account under the Plan. Such Rollover Contribution must be made in accordance
                    with procedures that may be specified by the Administrator.


                    
                                    
                    3.5          
                    Election Procedures.


                    
                                                    
                    (a)           A
                    Participant’s election to make Before-Tax Contributions and After-Tax
                    Contributions will continue in effect (with automatic adjustment for any change
                    in his Compensation) until changed or terminated pursuant to procedures
                    established by the Administrator, suspended under the terms of this Plan, or
                    until the Participant ceases to be paid as an Eligible Employee.


                    
                                                    
                    (b)           In
                    the event of a mistake by either the Employer or the Administrator regarding
                    the amount of a Participant’s Before-Tax Contributions or After-Tax
                    Contributions during a Plan Year, the Employer may permit, in its sole
                    discretion, contributions in excess of the 100 percent limit set forth in
                    Sections 3.1 and 3.2 to be made for 1 or more payroll periods during such Plan
                    Year, but only to the extent required for such contributions for the Plan Year
                    to equal what they would have been in the absence of the mistake.


                    
                                                    
                    (c)           A
                    Participant’s election to make Before-Tax Contributions and After-Tax
                    Contributions may be limited pursuant to procedures established by the
                    Administrator for purposes of complying with any tax, deferral or other
                    withholding obligations or elections with respect to such Participant’s
                    Compensation.

                



        	
                    



                    
                    20

                    

                



        

        


        	
                    
                    ARTICLE IV

                    

                    LIMITATION ON CONTRIBUTIONS


                    
                                    
                    4.1           
                    Limit on Before-Tax Contributions. The aggregate elective deferrals (as
                    defined in Section 402(g)(3) of the Code) made on behalf of each
                    Participant under the Plan for any Plan Year will not exceed:


                    
                                                    
                    (a)           the
                    Contribution Dollar Limit, reduced by:


                    
                                                    
                    (b)           the
                    sum of any of the following amounts that were contributed on behalf of the
                    Participant for the Plan Year under a plan, contract, or arrangement other than
                    this Plan:


                    
                                                                    
                    (1)           any
                    employer contribution under a qualified cash or deferred arrangement (as
                    defined in Section 401(k) of the Code) to the extent not includable in the
                    Participant’s gross income for the taxable year under
                    Section 402(e)(3) of the Code (determined without regard to
                    Section 402(g) of the Code);


                    
                                                                    
                    (2)           any
                    employer contribution to the extent not includable in the Participant’s
                    gross income for the taxable year under Section 402(h)(1)(B) of the Code
                    (determined without regard to Section 402(g) of the Code);


                    
                                                                    
                    (3)           any
                    employer contribution to purchase an annuity contract under Section 403(b)
                    of the Code under a salary reduction agreement (within the meaning of
                    Section 3121(a)(5)(D) of the Code); and


                    
                                                                    
                    (4)           any
                    elective employer contribution under Section 408(p)(2)(A)(i) of the
                    Code;


                    provided
                    that no contribution described in this subsection (b) will be taken into
                    account for the purpose of reducing the dollar limit in subsection (a), above,
                    if the plan, contract, or arrangement is not maintained by a Commonly
                    Controlled Entity unless the Participant has filed a notice with the
                    Administrator not later than March 15 of the next Plan Year regarding such
                    contribution.


                    
                                    
                    4.2          
                    Actual Deferral Percentage Test.


                    
                                                    
                    (a)           The
                    Plan will satisfy the actual deferral percentage test set forth in
                    Section 401(k)(3) of the Code and Treasury Regulation §1.401(k)-1(b),
                    the provisions of which (and any subsequent Internal Revenue Service guidance
                    issued thereunder) are incorporated herein by reference(including, at the
                    election of the Employer, the making of qualified nonelective contributions, as
                    defined in Section 401(m)(4)(C) of the Code, to be treated as Before-Tax
                    Contributions hereunder), each as modified by subsection (b), below. In
                    accordance with Section 401(k)(3) of the Code and Treasury Regulation
                    §1.401(k)-1(b), as modified by subsection (b), below, the actual
                    deferral percentage for HCEs for any Plan Year will not exceed the greater
                    of:

                



        	
                    



                    
                    21

                    

                



        

        


        	
                    
                                                                    
                    (1)           the
                    actual deferral percentage for NHCEs for the current Plan Year multiplied by
                    1.25, or


                    
                                                                    
                    (2)           the
                    lesser of (i) the actual deferral percentage for NHCEs for the current Plan
                    Year multiplied by 2 and (ii) the actual deferral percentage for NHCEs for the
                    current Plan Year plus 2%.


                    
                                                    
                    (b)           In
                    performing the actual deferral percentage test described in subsection (a),
                    above, the following special rules will apply:


                    
                                                                    
                    (1)           the
                    deferral percentages of Participants who are covered by an agreement that the
                    Secretary of Labor finds to be a collective bargaining agreement between
                    employee representatives and an Employer will be disaggregated from the
                    deferral percentages of other Participants and the provisions of this
                    Section 4.2 will be applied separately with respect to each
                    group.


                    
                                                                    
                    (2)           Employees
                    who have not become eligible to become Participants will be disregarded in
                    applying this Section 4.2.


                    
                                                                    
                    (3)           The
                    Administrator may permissively aggregate the Plan with other plans to the
                    extent permitted under Treasury Regulation §1.401(k)-1.


                    
                                    
                    4.3          
                    Actual Contribution Percentage Test.


                    
                                                    
                    (a)           The
                    Plan will satisfy the actual contribution percentage test set forth in
                    Section 401(m)(2) of the Code and Treasury Regulation §1.401(m)-1(b),
                    the provisions of which (and any subsequent Internal Revenue Service guidance
                    issued thereunder) are incorporated herein by reference(including, at the
                    election of the Employer, the making of qualified nonelective contributions, as
                    defined in Section 401(m)(4)(C) of the Code, to be treated as Before-Tax
                    Contributions hereunder), each as modified by subsection (b), below. In
                    accordance with Section 401(m)(2) of the Code and Treasury Regulation
                    §1.401(m)-1(b), as modified by subsection (b), below, the actual
                    contribution percentage for HCEs for any Plan Year will not exceed the greater
                    of:


                    
                                                                    
                    (1)           the
                    actual contribution percentage for NHCEs for the current Plan Year multiplied
                    by 1.25, or


                    
                                                                    
                    (2)           the
                    lesser of (i) the actual contribution percentage for NHCEs for the current Plan
                    Year multiplied by 2 and (ii) the actual contribution percentage for NHCEs for
                    the current Plan Year plus 2%.


                    
                                                    
                    (b)           In
                    performing the actual contribution percentage test described in subsection (a),
                    above, the following special rules will apply:


                    
                                                                    
                    (1)           the
                    limit imposed by the actual contribution percentage test will apply only to
                    HCEs and NHCEs who are not covered by an agreement that the Secretary
                    of

                



        	
                    



                    
                    22

                    

                



        

        


        	
                    Labor
                    finds to be a collective bargaining agreement between employee representatives
                    and an Employer;


                    
                                                                    
                    (2)           Employees
                    who have not become eligible to become Participants will be disregarded in
                    applying this Section 4.3.


                    
                                                                    
                    (3)           The
                    Administrator may permissively aggregate the Plan with other plans to the
                    extent permitted under Treasury Regulation §1.401(m)-1.


                    
                                    
                    4.4           
                    Prohibition on Multiple Use. For Plan Years beginning prior to January 1,
                    2002, the Plan will not violate the prohibition against multiple use of the
                    alternative methods of compliance with Sections 401(k) and (m) of the
                    Code. The prohibition is set forth in Section 401(m)(9) of the Code and
                    Treasury Regulation §1.401(m)-2, the provisions of which (and any
                    subsequent Internal Revenue Service guidance issued thereunder) are
                    incorporated herein by reference, and will be applied using the current year
                    testing method; provided that:


                    
                                                    
                    (a)           the
                    limit imposed by the multiple use test will apply only to HCEs and NHCEs who
                    are not covered by an agreement that the Secretary of Labor finds to be a
                    collective bargaining agreement between employee representatives and an
                    Employer;


                    
                                                    
                    (b)           the
                    multiple use test will be applied after taking into account the modifications
                    to the actual deferral percentage test and the actual contribution percentage
                    tests made by Sections 4.2(b) and 4.3(b); and


                    
                                                    
                    (c)           Employees
                    who have not become eligible to become Participants will be disregarded in
                    applying this Section 4.4.


                    
                                    
                    4.5          
                    Maximum Contributions.


                    
                                                    
                    (a)           In
                    addition to any other limitation set forth in the Plan and notwithstanding any
                    other provision of the Plan, in no event will the annual additions allocated to
                    a Participant’s Account under the Plan, together with the aggregate
                    annual additions allocated to the Participant’s accounts under all other
                    defined contribution plans required to be aggregated with the Plan under the
                    provisions of Section 415 of the Code, exceed the maximum amount permitted
                    under Section 415 of the Code, the provisions of which are incorporated
                    herein by reference.


                    
                                                    
                    (b)           If
                    the limitations imposed by this Section 4.5 apply to a Participant who is
                    entitled to annual additions under one or more tax-qualified plans with which
                    the Plan is aggregated for purposes of Section 415 of the Code, the annual
                    additions under the Plan and such other plan or plans will be reduced in the
                    following order, to the extent necessary to prevent the Participant’s
                    benefits and/or annual additions from exceeding the limitations imposed by this
                    Section:


                    
                                                                    
                    (1)           All
                    other defined contribution plans in which the Participant participated and with
                    which the Plan is aggregated for purposes of Section 415 of the Code, in
                    an

                



        	
                    



                    
                    23

                    

                



        

        


        	
                    order
                    based on the reverse chronology of the annual additions to the plans, beginning
                    with the last annual addition and ending with the first annual addition;
                    and


                    
                                                                    
                    (2)          
                    the Plan.


                    
                                    
                    4.6           
                    Imposition of Limitations. Notwithstanding anything contained in the
                    Plan to the contrary, the Administrator may, in his sole discretion, limit the
                    amount of a Participant’s Before-Tax Contributions and After-Tax
                    Contributions during a Plan Year to the extent that he determines that the
                    imposition of such a limit is necessary or appropriate to ensure that the Plan
                    will satisfy the requirements of this Article. Any such limitation may be
                    imposed on a Participant at any time and without advance notice to the
                    Participant, and regardless of whether the Participant is covered by a
                    collective bargaining agreement between employee representatives and an
                    Employer. The Administrator can impose limitations beyond those that are
                    absolutely necessary to satisfy the requirements of this Article and may, in
                    his sole discretion, impose more restrictive limitations that are designed to
                    enable the Plan to satisfy those requirements by a reasonable margin.
                    Notwithstanding anything contained in the Plan to the contrary, in the event
                    that the Contributions to be allocated to a Participant for a particular
                    payroll period would cause the limitations of Section 4.5 to be exceeded with
                    respect to a Participant, the Match Contributions which otherwise would be made
                    with respect to such Participant for such period will be first reduced or
                    eliminated so that the limitations of Section 4.5 are not exceeded.


                    
                                    
                    4.7           
                    Return of Excess Annual Additions, Deferrals, and
                    Contributions.


                    
                                                    
                    (a)           If
                    a Participant’s Before-Tax Contributions or After-Tax Contributions cause
                    the annual additions allocated to a Participant’s Account to exceed the
                    limit imposed by Section 4.5, such excess contributions (plus or minus any
                    gains or losses thereon) will be returned to the Participant in the following
                    order: (i) After-Tax Contributions for which no Match Contributions were made;
                    (ii) Before-Tax Contributions for which no Match Contributions were made; (iii)
                    After-Tax Contributions for which Match Contributions were made; and (iv)
                    Before-Tax Contributions for which Match Contributions were made. Contributions
                    returned pursuant to this subsection (a) will be disregarded in applying the
                    limits imposed by Sections 4.1 through 4.4.


                    
                                                    
                    (b)           After
                    any excess annual additions (plus or minus any gains or losses thereon) with
                    respect to a Plan Year have been distributed as provided in subsection (a),
                    above, if a Participant’s aggregate elective deferrals (as defined in
                    Section 402(g)(3) of the Code) with respect to a Plan Year exceed the
                    Contribution Dollar Limit, the following rules will apply to such excess (the
                    Participant’s “excess deferrals”):


                    
                                                                    
                    (1)           Not
                    later than the first January 31 following the close of the Plan Year, the
                    Participant may allocate to the Plan all or any portion of the
                    Participant’s excess deferrals for the Plan Year (provided that the
                    amount of the excess deferrals allocated to the Plan will not exceed the amount
                    of the Participant’s Before-Tax Contributions to the Plan for the Plan
                    Year that have not been withdrawn or distributed) and will notify the
                    Administrator of any amount allocated to the Plan.

                



        	
                    



                    
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                    (2)           If
                    excess deferrals have been made to this Plan, or any other plan maintained by a
                    Commonly Controlled Entity, on behalf of a Participant for a Plan Year, the
                    Participant will be deemed to have allocated such excess deferrals to the Plan
                    pursuant to subsection (b)(1), above, and the Plan will distribute such excess
                    deferrals pursuant to subsection (b)(3), below.


                    
                                                                    
                    (3)           As
                    soon as practicable, but in no event later than the first April 15th following
                    the close of the Plan Year, the Plan will distribute to the Participant the
                    amount allocated or deemed allocated to the Plan under subsection (b)(1) or
                    (b)(2), above (plus or minus any gains or losses thereon). The distribution
                    described in this subsection (b)(3) will be made notwithstanding any other
                    provision of the Plan.


                    
                                                    
                    (c)           After
                    any excess annual additions (plus or minus any gains or losses thereon) with
                    respect to a Plan Year have been distributed as provided in subsection (a),
                    above, after any excess deferrals (plus or minus any gains or losses thereon)
                    with respect to a Plan Year have been distributed as provided in subsection
                    (b), above, and after any action pursuant to Section 4.6 with respect to the
                    Plan Year has been taken, if the actual deferral percentage for the Plan Year
                    of HCEs exceeds the limit imposed by Section 4.2, the following rules
                    apply:


                    
                                                                    
                    (1)           (A)
                    The amount of the excess contributions (determined in accordance with
                    Section 401(k)(8)(B) of the Code and subparagraph (3), below), plus or
                    minus any gains or losses thereon (including, in the discretion of the
                    Administrator, gains or losses attributable to the “gap period”
                    within the meaning of Treasury Regulation §1.401(k)-1(f)(4)), will be
                    distributed to HCEs, beginning with the HCE with the highest dollar amount of
                    Before-Tax Contributions for the Plan Year in an amount required to cause that
                    HCE’s Before-Tax Contributions to equal the dollar amount of the
                    Before-Tax Contributions of the HCE with the next highest dollar amount of
                    Before-Tax Contributions (or in such lesser amount that is equal to the total
                    amount of excess contributions). The process described in the preceding
                    sentence will continue until the reduction equals the total excess
                    contributions made to the Plan.


                    
                                                                                    
                    (B)           The
                    distribution described in subparagraph (A), above, will be made as soon as
                    practicable, but in no event later than the close of the Plan Year following
                    the close of the Plan Year with respect to which the excess contributions were
                    made.


                    
                                                                                    
                    (C)           The
                    gains or losses on excess contributions will be determined by multiplying the
                    total annual earnings (positive or negative) for the Plan Year in the
                    Participant’s Before-Tax Account by the following fraction:


                    
                                                                                                    
                    (i)            The
                    numerator of the fraction will be the amount of the excess
                    contributions.


                    
                                                                                                    
                    (ii)           The
                    denominator of the fraction will be the value of the Participant’s
                    Before-Tax Account as of the last day of the Plan Year (or at the end of the
                    gap period, if elected by the Company), reduced by any positive earnings (or
                    increased by any negative earnings) credited to the Participant’s
                    Before-Tax Account for the Plan Year (and for the gap period, if elected by the
                    Company).

                



        	
                    



                    
                    25

                    

                



        

        


        	
                    
                    Notwithstanding the
                    preceding provisions of this subparagraph (C), in the discretion of the
                    Administrator, the gains and losses on excess contributions will be determined
                    in accordance with any method permitted under the Code and the applicable
                    Treasury Regulations.


                    
                                                                    
                    (2)           In
                    accordance with Treasury Regulations, the Administrator may elect, in his sole
                    discretion, to treat as an After-Tax Contribution the amount of the excess
                    contributions attributable to a Participant who is an HCE, except to the extent
                    that such After-Tax Contribution would cause the Plan to exceed (or to continue
                    to exceed) the contribution percentage limit imposed by Section 4.3 or to
                    violate (or to continue to violate) the prohibition against multiple use
                    imposed by Section 4.4.


                    
                                                                    
                    (3)           The
                    excess contributions to the Plan will be determined in accordance with
                    Section 401(k)(8)(B) of the Code by performing the hypothetical
                    calculation described in this subparagraph (3). The actual deferral percentage
                    of the HCE with the highest individual actual deferral percentage will be
                    reduced to the extent necessary to cause his actual deferral percentage to
                    equal the actual deferral percentage of the HCE with the second highest
                    individual actual deferral percentage (or, if it would result in a lesser
                    reduction, to the extent necessary to cause the Plan to satisfy the actual
                    deferral percentage test under Section 4.2). The excess contribution to the
                    Plan is the amount by which the Before-Tax Contributions of the HCE with the
                    highest individual actual deferral percentage would have been reduced after the
                    hypothetical reduction in actual deferral percentage described in the preceding
                    sentence. This process will continue until no excess contributions
                    remain.


                    The
                    distribution described in subparagraph (1), above, will be made notwithstanding
                    any other provision of the Plan. The amount distributed pursuant to
                    subparagraph (1), above, or recharacterized pursuant to subparagraph (2),
                    above, for a Plan Year with respect to a Participant will be reduced by any
                    excess deferral previously distributed from the Plan to such Participant for
                    the Participant’s taxable year ending with or within such Plan
                    Year.


                    
                                                    
                    (d)           If
                    a Participant’s Before-Tax Contributions or After-Tax Contributions (plus
                    or minus any gains or losses thereon) are returned to him pursuant to the
                    provisions of this Section 4.7, any Match Contributions (plus or minus any
                    gains or losses thereon) with respect to such returned Before-Tax Contributions
                    or After-Tax Contributions will be immediately forfeited. Any such forfeitures
                    will be applied to reduce the Company’s obligation to make Match
                    Contributions pursuant to Article III.


                    
                                                    
                    (e)           After
                    any excess deferrals (plus or minus any gains or losses thereon), and any
                    excess contributions (plus or minus any gains or losses thereon), with respect
                    to a Plan Year have been distributed and/or re-characterized, in accordance
                    with subsections (a), (b), (c), and (d), above, and after any action pursuant
                    to Section 4.6 with respect to the Plan Year has been taken, if the
                    contribution percentage for the Plan Year of HCEs exceeds the actual
                    contribution percentage limit imposed by Section 4.3, the following rules will
                    apply:


                    
                                                                    
                    (1)           (A)          The
                    amount of the excess aggregate contributions for the Plan Year (determined in
                    accordance with Section 401(m)(6)(B) of the Code and
                    subparagraph

                



        	
                    



                    
                    26

                    

                



        

        


        	
                    (3),
                    below), plus or minus any gains or losses thereon (including, in the discretion
                    of the Company, gains or losses attributable to the “gap period”
                    within the meaning of Treasury Regulation §1.401(m)-1(e)(3)), will be
                    distributed (or, if forfeitable, will be forfeited) as soon as practicable and
                    in any event before the close of the Plan Year following the close of the Plan
                    Year with respect to which the excess aggregate contributions were
                    made.


                    
                                                                                    
                    (B)           The
                    gains or losses on excess aggregate contributions will be determined by
                    multiplying the total annual earnings (positive or negative) for the Plan Year
                    in the Participant’s After-Tax and Match Accounts by the following
                    fraction:


                    
                                                                                                    
                    (i)            The
                    numerator of the fraction will be the amount of the excess aggregate
                    contributions.


                    
                                                                                                    
                    (ii)           The
                    denominator of the fraction will be the value of the Participant’s
                    After-Tax and Match Accounts as of the last day of the Plan Year (or at the end
                    of the gap period, if elected by the Company), reduced by any positive earnings
                    (or increased by any negative earnings) credited to the Participant’s
                    After-Tax and Match Accounts for the Plan Year (and for the gap period, if
                    elected by the Company).


                    
                    Notwithstanding the
                    preceding provisions of this subparagraph (B), in the discretion of the
                    Administrator, the gains and losses on excess contributions will be determined
                    in accordance with any method permitted under the Code and the applicable
                    Treasury Regulations.


                    
                                                                    
                    (2)           Any
                    distribution in accordance with subparagraph (1), above, will be made to HCEs,
                    beginning with the HCE with the highest dollar amount of After-Tax
                    Contributions and Match Contributions for the Plan Year in an amount required
                    to cause that HCE’s After-Tax Contributions and Match Contributions to
                    equal the dollar amount of the After-Tax Contributions and Match Contributions
                    of the HCE with the next highest dollar amount of After-Tax Contributions and
                    Match Contributions (or in such lesser amount that is equal to the total amount
                    of excess aggregate contributions). This process will continue until the
                    reduction equals the total excess aggregate contributions made to the Plan.
                    Such distributions will be made notwithstanding any other provision of the
                    Plan.


                    
                                                                    
                    (3)           The
                    excess aggregate contributions to the Plan will be determined in accordance
                    with Section 401(m)(6)(B) of the Code by performing the hypothetical
                    calculation described in this subparagraph (3). The actual contribution
                    percentage of the HCE with the highest individual actual contribution
                    percentage will be reduced to the extent necessary to cause his actual
                    contribution percentage to equal the actual contribution percentage of the HCE
                    with the second highest individual actual contribution percentage (or, if it
                    would result in a lesser reduction, to the extent necessary to cause the Plan
                    to satisfy the actual contribution percentage under Section 4.3). The excess
                    aggregate contribution to the Plan is the amount by which the After-Tax
                    Contributions and Match Contributions on behalf of the HCE with the highest
                    individual actual contribution percentage would have been reduced after the
                    hypothetical reduction in actual contribution percentage described in the
                    preceding sentence. This process will continue until no excess aggregate
                    contributions remain.

                



        	
                    



                    
                    27

                    

                



        

        


        	
                    The
                    determination of the excess aggregate contributions under this subsection (e)
                    for any Plan Year will be made after taking the measures called for by the
                    preceding subsections of this Section 4.7.


                    
                                                    
                    (f)            For
                    Plan Years beginning prior to January 1, 2002, if, after all the actions
                    required or permitted by Section 4.6 and the preceding provisions of this
                    Section 4.7 have been taken, the Before-Tax Contributions, After-Tax
                    Contributions, and Match Contributions of HCEs cause the Plan to violate the
                    prohibition against multiple use imposed by Section 4.4, the contribution
                    percentage of such HCEs will be reduced to the extent necessary to cause the
                    Plan to comply with that prohibition, and the excess aggregate contributions
                    will be distributed (or, if forfeitable, will be forfeited) in the manner
                    described in subsection (e), above.


                    
                                    
                    4.8           
                    Incorporation by Reference. Each incorporation by reference in this
                    Article IV of the provisions of Sections 401(k)(3), (m)(2), (m)(9) and
                    415, and the specific underlying regulations thereunder, includes this
                    incorporation by reference to any subsequent Internal Revenue Service guidance
                    issued thereunder.


                    
                                    
                    4.9           
                    Catch-Up Contributions. Notwithstanding anything in this Plan to the
                    contrary, with respect to Contributions for Plan Years beginning after December
                    31, 2001, all Eligible Employees who attain age 50 before the close of the
                    relevant Plan Year will be eligible to make additional Before-Tax Contributions
                    as catch-up contributions in accordance with, and subject to the limitations
                    of, Section 414(v) of the Code, the provisions of which are hereby incorporated
                    herein by reference. Such catch-up contributions will not be taken into account
                    for purposes of the provisions of the Plan implementing the required
                    limitations of Sections 402(g) and 415 of the Code, and will not be subject to
                    the requirements of Section 4.7. The Plan will not be treated as failing to
                    satisfy the provisions of the Plan implementing the requirements of Section
                    401(k)(3), 410(b) or 416 of the Code by reason of the making of such catch-up
                    contributions.


                    
                                    
                    4.10         
                    Definition of Compensation. For Plan Years and limitation years
                    beginning on and after January 1, 2001, for purposes of applying the
                    limitations described in this Article IV, compensation paid or made available
                    during such Plan Year or limitation year will include elective amounts that are
                    not included in gross income of the Employee by reason of Section 132(f) of the
                    Code. This provision will also apply for purposes of Section 1.48 and Article
                    XVII of the Plan.

                



        	
                    



                    
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                    ARTICLE V

                    

                    ACCOUNTING FOR PARTICIPANTS

                    ACCOUNTS AND FOR INVESTMENT OPTIONS


                    
                                    
                    5.1          
                    Individual Participant Accounting.


                    
                                                    
                    (a)           
                    Account Maintenance. The Administrator will cause the Accounts for each
                    Participant to reflect transactions involving Contributions and other
                    allocations thereto, loans, earnings, losses, withdrawals, distributions and
                    expenses to be allocated and posted to the Accounts in accordance with the
                    terms of this Plan. Financial transactions during or with respect to an
                    Accounting Period will be accounted for at the individual Account level by
                    allocating and posting each transaction to the Account as of a Trade Date. At
                    any point in time, the value of a Participant’s Accrued Benefit will be
                    equal to the sum of the aggregate of the following amounts determined under
                    (1), (2) and (3) with regard to each Investment Option:


                    
                                                                    
                    (1)           the
                    (A) Unit Values for the portion of his Accounts invested in each Investment
                    Options under 5.2(a) multiplied by (B) the number of full and fractional units
                    for each such Investment Option posted to his Accounts.


                    
                                                                    
                    (2)           the
                    (A) fair market value for the shares for the portion of his Accounts invested
                    in each Investment Option under 5.2(b) multiplied by (B) the number of full and
                    fractional shares for each such Investment Option posted to his Accounts,
                    and


                    
                                                                    
                    (3)           the
                    fair market value of any other assets of the Trust Fund (exclusive of assets
                    described in (1) and (2)) in which a portion of his Accounts is invested or
                    held.


                    
                                                    
                    (b)           
                    Trade Date Accounting and Investment Cycle. For any transaction to be
                    processed as of a Trade Date, the Administrator must receive instructions by
                    the Sweep Time and such instructions will apply only to amounts held in and
                    posted to the Accounts as of the Trade Date. Except as otherwise provided
                    herein, all transactions will be effected on the Trade Date relating to the
                    Sweep Time (or as soon thereafter as is administratively possible).


                    
                                                    
                    (c)           
                    Suspension of Transactions. Whenever the Administrator considers such
                    action to be in the best interest of the Participants, the Administrator in its
                    discretion may suspend from time to time the Trade Date or reset the Sweep
                    Time.


                    
                                                    
                    (d)           
                    How Fees and Expenses are Charged to Accounts. Account maintenance fees
                    will be charged to Accounts (to the extent such fees are not paid by the
                    Employer), provided that no fee will reduce an Account balance below zero.
                    Transaction type fees (such as loan set-up fees, etc.) will be charged to the
                    Accounts involved in the transaction as determined pursuant to procedures
                    adopted by the Administrator. Fees and expenses incurred for the management and
                    maintenance of Investment Options will be charged at the Investment Option
                    level and reflected in the net gain or loss of each Investment Option to the
                    extent not paid by the Employer.

                



        	
                    



                    
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                    (e)           
                    Error Correction. The Administrator may correct any errors or omissions
                    in the administration of the Plan by crediting or charging any Account with the
                    amount that would have been allocated, credited or charged to the Account had
                    no error or omission been made. Funds necessary for any such crediting will be
                    provided through payment made by the Administrator, or, if the Administrator
                    was not responsible for such error or omission, through payment by the
                    Employer.


                    
                                    
                    5.2          
                    Accounting for Investment Options.


                    
                                                    
                    (a)           
                    Unit Accounting. The investments in each Investment Option designated by
                    the Administrator as subject to unit accounting will be maintained in full and
                    fractional units. The Administrator is responsible for determining the number
                    of full and fractional units of each such Investment Option.


                    
                                                    
                    (b)           
                    Share Accounting. The investments in each Investment Option designated
                    by the Administrator as subject to share accounting will be maintained in full
                    and fractional shares. The Administrator is responsible for determining the
                    number of full and fractional shares of each such Investment Option.


                    
                                    
                    5.3           
                    Accounts for Beneficiaries and Alternate Payees. A separate Account will
                    be established for any Beneficiary entitled to any portion of a deceased
                    Participant’s Account, and for an Alternate Payee as of the date and in
                    accordance with the directions specified in the QDRO. Such Account will be
                    valued and accounted for in the same manner as any other Account. Beneficiaries
                    and Alternate Payees will be treated as Participants to the extent provided as
                    follows:


                    
                                                    
                    (a)           
                    Exchange Election. A Beneficiary or an Alternate Payee may direct or
                    exchange the investment of such Account in the same manner as a
                    Participant.


                    
                                                    
                    (b)           
                    Withdrawals and Forms of Payment. Payment to a Beneficiary may be made
                    as provided herein. An Alternate Payee will receive payment of the amount
                    specified in the QDRO as soon as administratively possible, regardless of
                    whether the Participant is an Employee, unless the QDRO specifically provides
                    that payment be delayed, including at the election of the Alternate Payee.
                    Payment may be made in the same forms as are available to the Participant with
                    respect to whom the QDRO has been obtained, to the extent provided in the
                    QDRO.


                    
                                                    
                    (c)           
                    Participant Loans. A Beneficiary or an Alternate Payee will not be
                    entitled to borrow from his Account. If a QDRO specifies that the Alternate
                    Payee is entitled to any portion of the Account of a Participant who has an
                    outstanding loan balance, all outstanding loans will continue to be held
                    in the Participant’s Account and will not be divided between the
                    Participant’s and Alternate Payee’s Accounts.


                    
                                                    
                    (d)           
                    Beneficiary. A Beneficiary or an Alternate Payee (to the extent provided
                    for in the QDRO) may designate a Beneficiary in the same manner as a
                    Participant.

                



        	
                    



                    
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                    5.4           
                    Transition Rules. The Administrator may adopt such procedures, including
                    imposing “transition” periods, as are necessary to accommodate any
                    plan mergers, Investment Option or accounting changes or events, or similar
                    events as it determines are necessary for the proper administration of the
                    Plan.

                



        	
                    



                    
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                    ARTICLE VI

                    

                    INVESTMENT OPTIONS AND ELECTIONS


                    
                                    
                    6.1          
                    Investment of Contributions.


                    
                                                    
                    (a)           
                    Investment Election. Each Participant may direct the Administrator, by
                    submission to the Administrator of an Investment Election, to invest
                    Contributions (and loan repayments) posted to his Accounts and other amounts
                    allocated and posted to the Participant’s Account in one or more
                    Investment Options; provided, however, that a separate Investment
                    Election is required for Rollover Contributions. Notwithstanding the above,
                    Match Contributions will be invested directly in the Company Stock Fund. In the
                    absence of an Investment Election, Before-Tax Contributions, After-Tax
                    Contributions and Rollover Contributions (and loan repayments) will be invested
                    in the Short-Term Investments Fund.


                    
                                                    
                    (b)           
                    Effective Date of Investment Election; Change of Investment Election. A
                    Participant’s initial Investment Election will be effective with respect
                    to an Investment Option on the Trade Date which relates to the Sweep Time on
                    which or prior to which the Investment Election is received and not revoked
                    pursuant to procedures specified by the Administrator. A Participant’s
                    Investment Election will continue in effect, notwithstanding any change in his
                    Compensation or his Contribution Percentage, until the earliest of:
                    (1) the effective date of a new Investment Election; or (2) the date
                    he ceases to be a Participant. A change in Investment Election will be
                    effective with respect to an Investment Option as soon as administratively
                    possible after the date the Administrator receives the Participant’s new
                    Investment Election.


                    
                                    
                    6.2          
                    Investment of Accounts.


                    
                                                    
                    (a)           
                    Exchange Election. Notwithstanding a Participant’s Investment
                    Election, a Participant may direct the Administrator, by submission of an
                    Exchange Election to the Administrator, to change the investment of his
                    Accounts between 2 or more Investment Options, on a pro rata basis with respect
                    to each of the Participant’s Accounts (exclusive of the
                    Participant’s loans).


                    
                                                    
                    (b)           
                    Effective Date of Exchange Election. An Exchange Election to change
                    a Participant’s investment of his Accounts in one Investment Option to
                    another Investment Option will be effective with respect to such Investment
                    Options on the Trade Date(s) which relates to the Sweep Time on which or prior
                    to which the Exchange Election is received and not revoked pursuant to
                    procedures specified by the Administrator. Notwithstanding the foregoing, and
                    except as provided in Section 12.1 below, an Exchange Election made with
                    respect to the Account balance of a Participant who dies on or after the
                    Effective Date will not be valid if it is made after such time that is
                    established by the Administrator following the date the Administrator is
                    notified of such Participant’s death.


                    
                                                    
                    (c)           
                    Delayed Effective Date. Notwithstanding any provision of this Section
                    6.2 to the contrary, if the sell portion of an Exchange Election can not be
                    processed due to a

                



        	
                    



                    
                    32

                    

                



        

        


        	
                    problem
                    in the market, a liquidity shortage in an Investment Option or disruption of
                    other sell or buy orders in another Investment Option, the buy portion of the
                    Exchange Election will not be processed on a Trade Date until the sell
                    transaction can be processed.


                    
                                    
                    6.3           
                    Investment Options. The Plan’s Investment Options are indicated in
                    Appendix 1.54. In addition, a Designated Officer may, from time to time, as
                    directed by the Investment Committee:


                    
                                                    
                    (a)           limit
                    or freeze investments in, or transfers from, an Investment Option;


                    
                                                    
                    (b)          
                    add funding vehicles thereunder;


                    
                                                    
                    (c)           liquidate,
                    consolidate or otherwise reorganize an existing Investment Option;
                    or 


                    
                                                    
                    (d)           add
                    new Investment Options to, or delete Investment Options from, Appendix
                    1.54.


                    
                                    
                    6.4           
                    Transition Rules. Effective as of the date designated by the Designated
                    Officer on which any Investment Option is addressed under Section 6.3, each
                    Participant will have the opportunity to make new Investment Elections and
                    Exchange Elections to the Administrator no later than the applicable Sweep
                    Time. The Administrator may take such action as the Administrator deems
                    appropriate, including, but not limited to:


                    
                                                    
                    (a)           using
                    any reasonable accounting methods in performing his duties during the period of
                    transition; 


                    
                                                    
                    (b)           designating
                    into which Investment Option a Participant’s Accounts or Contributions
                    will be invested;


                    
                                                    
                    (c)           establishing
                    the method for allocating net investment gains or losses and the extent, if
                    any, to which amounts received by and distributions paid from the Trust during
                    this period share in such allocation;


                    
                                                    
                    (d)           investing
                    all or a portion of the Trust’s assets in a short-term, interest-bearing
                    Investment Option during such transition period; 


                    
                                                    
                    (e)           delaying
                    any Trade Date during a designated transition period or changing any Sweep Time
                    or Valuation Time during such transition period; or


                    
                                                    
                    (f)            designating
                    how and to what extent a Participant’s Investment Election Exchange
                    Election will apply to Investment Options.


                    
                                    
                    6.5           
                    Restricted Investment Options. Notwithstanding anything contained herein
                    to the contrary: (a) a Participant may not direct investment of future
                    Contributions or loan repayments in, or direct transfer of any portion of his
                    Account balance into, the Income Fund; (b) purchases and sales in the Company
                    Stock Fund will be restricted for Participants subject to applicable

                



        	
                    



                    
                    33

                    

                



        

        


        	
                    
                    statutory, stock exchange
                    or Company trading restrictions; and (c) amounts invested hereunder will
                    be subject to such restrictions as may be imposed by (i) the issuer of
                    securities to an Investment Option, or (ii) the investment manager or
                    advisor of such Investment Option.


                    
                                    
                    6.6           
                    Risk of Loss. Neither the Plan nor the Company guarantees that the fair
                    market value of the Investment Options, or of any particular Investment Option,
                    will be equal to or greater than the amounts invested therein. Neither the Plan
                    nor the Company guarantees that the value of the Accounts will be equal to or
                    greater than the Contributions allocated thereto. Except as required pursuant
                    to ERISA, each Participant will have sole responsibility for the investment of
                    his Accounts and for transfers among the available Investment Options, and no
                    fiduciary, or other person will have any liability for any loss or diminution
                    in value resulting from any Participants’ exercise of, or failure to
                    exercise, such investment responsibility. Each Member assumes all risk of
                    any decrease in the value of the Investment Options and the Accounts. The Plan
                    is intended to constitute a plan described in Section 404(c) of
                    ERISA.


                    
                                    
                    6.7           
                    Interests in the Investment Options. No Member will have any claim,
                    right, title, or interest in or to any specific assets of any Investment Option
                    until distribution of such assets is made to such Member. No Member will have
                    any claim, right, title, or interest in or to the Investment Option, except as
                    and to the extent expressly provided herein.


                    
                                    
                    6.8           
                    Sole Source of Benefits. Members may only seek payment of benefits under
                    the Plan from the Trust, and except as otherwise required by law, the Employer
                    assumes no responsibility or liability therefor.


                    
                                    
                    6.9           
                    Alternate Payees and Beneficiaries. See Section 5.3 for the treatment
                    of Alternate Payees and Beneficiaries as Participants for purposes of this
                    Article VI.

                



        	
                    



                    
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                    ARTICLE VII

                    

                    VESTING AND FORFEITURES


                    
                                    
                    7.1           
                    Vesting in Match Account. Except as provided in Section 7.2, an
                    Active Participant will be 100 percent vested in his Match Account
                    if:


                    
                                                    
                    (a)           he
                    is credited with at least 3 years of Service;


                    
                                                    
                    (b)          
                    he attains age 65;


                    
                                                    
                    (c)          
                    he becomes Disabled;


                    
                                                    
                    (d)          
                    he dies;


                    
                                                    
                    (e)           his
                    employment with each Commonly Controlled Entity is terminated:


                    
                                                                    
                    (1)           and
                    such termination is involuntary and results from the sale or other disposition
                    of all or part of an Employer to a person or entity which is not a Commonly
                    Controlled Entity;


                    
                                                                    
                    (2)           under
                    the terms of (A) a written voluntary or involuntary severance plan of general
                    application duly adopted by the Company or (B) a separation agreement between
                    the Participant and an Employer; or


                    
                                                                    
                    (3)           the
                    Participant’s employment function has been outsourced to a Contractor
                    Firm pursuant to a contract between the Contractor Firm and an Employer;
                    or


                    
                                                    
                    (f)            as
                    described in Section 11.1(a), he was ever 100% vested in his Match
                    Account.


                    
                                    
                    7.2           
                    Vesting in Heritage Amoco Match Account.


                    
                                                    
                    (a)           A
                    Participant with a Heritage Amoco Match Account who does not have a
                    nonforfeitable interest in such Account in accordance with Section 7.1, above,
                    will have a nonforfeitable interest in a portion of such Account as determined
                    in accordance with the following schedule:

                
	 
                



        	Years of
                Service	Nonforfeitable
                Percentage
	Less than
                2	0%
	2 but less than
                3	25%
	3 or more	100%



        	
                    



                    
                    35

                    

                



        

        


        	
                    ;
                    provided that if a Participant has not made a withdrawal from his Heritage
                    Amoco Match Account, such Participant’s nonforfeitable interest in such
                    Account will not be less than:


                    
                                                                    
                    (i)           
                    the amount in such Account, minus


                    
                                                                    
                    (ii)           the
                    sum of all of the Match Contributions credited to such Account, multiplied
                    by;


                    
                                                                    
                    (iii)          the
                    applicable percentage determined in accordance with the following
                    schedule:

                
	 
                



        	Years of
                Service	Applicable
                Percentage
	Less than
                2	100%
	2 but less than
                3	75%
	3 or more	0%



        	 
                
	
                    
                                                    
                    (b)           If
                    a withdrawal from a Participant’s Heritage Amoco Match Account has been
                    made to him at a time when he is less than 100 percent vested in such Account
                    balance, the first vesting schedule in Section 7.2(a) will thereafter apply as
                    follows: At any relevant time prior to a forfeiture of any portion thereof
                    under Section 7.4, a Participant’s vested interest in his Heritage Amoco
                    Match Account will be equal to P(AB+W)-W, where P is the Participant’s
                    nonforfeitable percentage at the relevant time; AB is the Heritage Amoco Match
                    Account balance; and W is the sum of all prior withdrawals.


                    
                                    
                    7.3           
                    Vesting in Before-Tax, After-Tax, and Rollover Accounts. A Participant
                    is always 100 percent vested in his Before-Tax, After-Tax and Rollover
                    Accounts.


                    
                                    
                    7.4          
                    Forfeitures.


                    
                                                    
                    (a)           If
                    any portion of an Inactive Participant’s Match Account is not vested
                    after the Effective Date, such portion will be forfeited as follows:


                    
                                                                   
                    (i)            If
                    the Inactive Participant receives a withdrawal of his entire vested interest in
                    his Account, the non-vested portion of such Account will be forfeited upon the
                    complete withdrawal of such vested interest, subject to the possibility of
                    reinstatement as provided in Section 11.2. For purposes of this subsection, if
                    the value of the Inactive Participant’s vested interest in such Account
                    balance is zero, the Inactive Participant will be deemed to have received a
                    withdrawal of his vested interest immediately following his Severance from
                    Service.


                    
                                                                   
                    (ii)           The
                    non-vested portion of an Inactive Participant’s Match Account will be
                    forfeited after the Participant has incurred a Break in Service of 7
                    consecutive 12-month periods. The remaining vested portion of the
                    Participant’s Match Account will be nonforfeitable

                



        	
                    



                    
                    36

                    

                



        

        


        	
                    and
                    segregated from the Participant’s Match Account for so long as the Match
                    Account is not fully vested and such aggregated, vested portion of the Match
                    Account will no longer be subject to this Article if the Inactive Participant
                    subsequently becomes an Active Participant.


                    
                                                    
                    (b)           Notwithstanding
                    any provisions of this Article VII to the contrary, Match Contributions (plus
                    or minus any gains or losses thereon) may be forfeited pursuant to the
                    provisions of Article IV.


                    
                                                    
                    (c)           Forfeitures
                    may be applied to reduce the Employer’s obligation to make Contributions
                    hereunder or to pay reasonable Plan expenses.


                    
                                    
                    7.5           
                    Application of Former Vesting Schedule. Notwithstanding anything contained
                    herein to the contrary, in the case of a Participant who is not credited with
                    an Hour of Service on or after the Effective Date, the nonforfeitable interest
                    of such Participant in his Match Account will be determined pursuant to the
                    terms of the Plan in effect prior to the Effective Date.

                



        	
                    



                    
                    37

                    

                



        

        


        	
                    
                    ARTICLE VIII

                    

                    PARTICIPANT LOANS


                    
                                    
                    8.1           
                    Participant Loans Not Permitted. A Participant in the Plan will not be
                    eligible to apply for a loan from the Plan. An Eligible Employee who becomes
                    Participant in the Plan upon a change of employment status may have an
                    outstanding loan or loans transferred to this Plan from a Commonly Administered
                    Plan pursuant to Section 2.9.


                    
                                    
                    8.2           
                    Reinvestment of Repayments. Loan payments will be invested in Investment
                    Options based upon the Participant’s current Investment Election for that
                    Account except that the current Investment Election in effect for Before-Tax
                    and After-Tax Contributions will also be applied for amounts posted to the
                    Participant’s Match and Rollover Accounts.


                    
                                    
                    8.3           
                    Loan Note and Security. Any outstanding loan transferred to this Plan
                    pursuant to Section 2.9 will continue to be governed by the promissory note and
                    security agreement, which will run in favor of this Plan. The Plan will have a
                    lien on the portion of a Participant’s Account which originally secures
                    the loan, to the extent of any outstanding loan balance. Each such note will
                    constitute an asset of each of the Accounts from which the source of the loan
                    originated. Likewise, each security agreement will represent a liability of
                    each of the Accounts, but only to the extent that the note constitutes an asset
                    of such Account.


                    
                                    
                    8.4          
                    Default.


                    
                                                    
                    (a)            A
                    Participant will default on a loan if any of the following events
                    occurs:


                    
                                                                    
                    (1)          
                    the Participant’s death;


                    
                                                                    
                    (2)           the
                    Participant’s failure to make the equivalent of one month’s payment
                    of principal and interest on the loan;


                    
                                                                    
                    (3)           the
                    Participant misses less than one month’s repayment but the loan’s
                    term cannot be extended to recover these repayments without extending its term
                    beyond 5 years;


                    
                                                                    
                    (4)           the
                    Participant’s failure to perform or observe any covenant, duty, or
                    agreement under the promissory note evidencing the loan;


                    
                                                                    
                    (5)           receipt
                    by the Plan of an opinion of counsel to the effect that (A) the Plan will, or
                    could, lose its status as a tax-qualified Plan unless the loan is repaid or (B)
                    the loan violates, or might violate, any provision of ERISA;


                    
                                                                    
                    (6)           any
                    portion of the Participant’s Account that secures the loan becomes
                    payable to the Participant, his surviving Spouse or Beneficiary, an Alternate
                    Payee, or any other person; or

                



        	
                    



                    
                    38

                    

                



        

        


        	
                    
                                                                    
                    (7)          
                    the termination of the Plan.


                    
                                    
                    8.5          
                    Foreclosure.


                    
                                                    
                    (a)           If
                    a default on a loan occurs, the Participant, the Participant’s estate, or
                    any other person will have 90 days from the date of the default to pay the
                    entire outstanding balance of the loan to the Plan or may elect to make
                    one partial payment to the Plan to reduce the outstanding balance of the loan.
                    Upon the death of the Participant, payment may only be made by certified check
                    or such other means acceptable to the Administrator.


                    
                                                    
                    (b)           If
                    full repayment does not happen under Section 8.5(a), the Participant’s
                    nonforfeitable interest in his Account securing the loan will be applied
                    immediately, to the extent lawful, when and to the extent the
                    Participant’s Account is then available for withdrawal in accordance with
                    the applicable provisions of the Plan, to pay the entire outstanding balance of
                    the loan (together with accrued and unpaid interest).


                    
                                                    
                    (c)           Notwithstanding
                    the foregoing, no portion of the Participant’s Before-Tax Account, or
                    other Accounts which are not available to be withdrawn, will be withdrawn or
                    applied to pay an outstanding loan before the date on which it is otherwise
                    withdrawable under the Plan. In the event of a default and failure to repay
                    under Section 8.5(a), the Administrator will direct the Trustee to report the
                    unpaid balance of the loan (less amounts withdrawn under Section 8.5(b)) as a
                    taxable distribution. To the extent that the Participant’s nonforfeitable
                    interest in his Account securing the loan has not been applied under
                    Section 8.5(b) to pay the entire outstanding balance of the loan (together
                    with accrued and unpaid interest), (i) the loan may be repaid, and (ii) any
                    repayment will be allocated and posted to the Participant’s After-Tax
                    Account and treated as an After-Tax Contribution (other than for purposes of
                    Article IV).


                    
                                                    
                    (d)           Any
                    failure by the Administrator to enforce the Plan’s rights with respect to
                    a default on a loan will not constitute a waiver of such rights either with
                    respect to that default or any other default.


                    
                                    
                    8.6           
                    Special Rules Concerning Loan Repayments While on Qualified Military Leave.
                    Notwithstanding anything contained herein to the contrary, if an Employee fails
                    to make one or more loan repayments while he is on a qualified military leave
                    of absence (as defined in accordance with Section 414(u)(5) of the Code), no
                    loan will be deemed to be in default solely as a result of such failure. As of
                    the end of the qualified military leave of absence, the term of any outstanding
                    loan will be extended by the period of the qualified military leave of absence
                    and the outstanding loan balance will be reamortized to reflect interest
                    accrued during such period. If such an extension would, after reamortizing such
                    loan to reflect loan repayments made and interest accrued during such qualified
                    military leave of absence, result in smaller monthly loan repayments than under
                    the terms of the original loan, then the loan term will be extended but only
                    for such time to ensure that monthly loan repayments following the qualified
                    military leave of absence are at least equal to monthly loan repayments under
                    the terms of the original loan.

                



        	
                    



                    
                    39

                    

                



        

        


        	
                    
                    ARTICLE IX

                    

                    WITHDRAWALS


                    
                                    
                    9.1           
                    Withdrawals from After-Tax Account. By applying to the Administrator in
                    the form and manner prescribed by the Administrator, an Active Participant may
                    elect to withdraw any portion up to the entire value of his After-Tax Account.
                    The withdrawal will be taken first from any After-Tax Contributions made prior
                    to 1987. After pre-1987 After-Tax Contributions are exhausted, such withdrawal
                    will be taken from the balance of the After-Tax Account with a portion of each
                    withdrawal representing a return of After-Tax Contributions in an amount equal
                    to the product of (a) the total withdrawal multiplied by (b) a fraction, the
                    numerator of which is the Participant’s total After-Tax Contributions
                    remaining in the After-Tax Account, and Rollover Contributions allocated to the
                    After-Tax Rollover Account, prior to the withdrawal and the denominator of
                    which is the value of the balance of the After-Tax Account and After-Tax
                    Rollover Account.


                    
                                    
                    9.2           
                    Withdrawals from Rollover Account. By applying to the Administrator in the
                    form and manner prescribed by the Administrator, an Active Participant may
                    elect to withdraw any portion, up to the entire value of his Rollover Account.
                    The withdrawal will be taken pursuant to the rules set forth in Section
                    9.1.


                    
                                    
                    9.3          
                    Withdrawals from Match Account.


                    
                                                    
                    (a)           By
                    applying to the Administrator in the form and manner prescribed by the
                    Administrator, an Active Participant who is fully vested pursuant to Section
                    7.1 may elect to withdraw any portion, up to the entire value of his Match
                    Account; provided that a fully vested Active Participant who does not
                    have at least 5 Years of Participation may only withdraw Match Contributions
                    that have been in the Plan for at least 2 years. For purposes of determining
                    Years of Participation in the Plan and the amount of time that Match
                    Contributions have been in the Plan, periods of participation and accumulation
                    under another plan may be considered, pursuant to procedures established by the
                    Administrator, in the case of a transfer of assets and liabilities from such
                    plan to the Plan.


                    
                                                    
                    (b)           By
                    applying to the Administrator in the form and manner prescribed by the
                    Administrator, an Active Participant may elect to withdraw any portion, up to
                    the value of his Heritage Amoco Match Account, minus the greater of:


                    
                                                                   
                    (i)            the
                    sum of all Match Contributions made with respect to the Participant during the
                    24-month period preceding the date of the withdrawal, or


                    
                                                                   
                    (ii)           the
                    sum of all Match Contributions made with respect to the Participant in which
                    the Participant would not have a nonforfeitable interest under Article VII if
                    the Participant Severed from Service on the date of the withdrawal.

                



        	
                    



                    
                    40

                    

                



        

        


        	
                    
                                    
                    9.4           
                    Withdrawals from Before-Tax Account for Hardship.


                    
                                                    
                    (a)           Subject
                    to the provisions of this Section 9.4, an Active Participant may apply to the
                    Administrator in the form and manner prescribed by the Administrator, for a
                    withdrawal from his Before-Tax Account excluding any earnings posted to his
                    Before-Tax Account after December 31, 1988; provided that he has first
                    withdrawn the total value of his After-Tax Account, the total value of his
                    Rollover Account, and, to the extent the Participant is vested, the total value
                    of his Match Account pursuant to Sections 9.1, 9.2 and 9.3.


                    
                                                    
                    (b)           A
                    withdrawal under this Section 9.4 will be permitted only if the Administrator
                    determines that such withdrawal is (1) on account of a Participant’s
                    “Deemed Financial Need” and (2) “Deemed Necessary” to
                    satisfy the financial need.


                    
                                                    
                    A “Deemed Financial
                    Need” will be limited to financial commitments relating to:


                    
                                                    
                    (i)            costs
                    directly related to the purchase or construction (excluding mortgage payments
                    or balloon payments) of a Participant’s principal residence;


                    
                                                    
                    (ii)           the
                    payment of expenses for medical care described in Section 213(d) of the
                    Code previously incurred by the Participant, the Participant’s Spouse, or
                    any dependents of the Participant (as defined in Section 152 of the Code) or
                    necessary for those persons to obtain medical care described in Section 213(d)
                    of the Code;


                    
                                                    
                    (iii)          payment
                    of tuition and related educational fees and room and board expenses for the
                    next 12 months of post-secondary education for the Participant, his Spouse,
                    children or dependents (as defined in Section 152 of the Code);


                    
                                                    
                    (iv)          necessary
                    payments to prevent the eviction of the Participant from his principal
                    residence or the foreclosure on the mortgage of the Participant’s
                    principal residence; or


                    
                                                    
                    (v)           the
                    payment of funeral or burial expenses for the Participant’s Spouse or any
                    dependents of the Participant (as defined in Section 152 of the
                    Code).


                    
                                                    
                    A withdrawal is
                    “Deemed Necessary” to satisfy the financial need only if all of
                    these conditions are met:


                    
                                                    
                    (i)            the
                    withdrawal may not exceed the dollar amount needed to satisfy the
                    Participant’s documented financial hardship, plus an amount necessary to
                    pay federal, state, or local income taxes or penalties reasonably anticipated
                    to result from such withdrawal;


                    
                                                    
                    (ii)           the
                    Participant must have obtained all distributions, other than financial hardship
                    distributions, and all nontaxable loans under all plans maintained by any
                    Commonly Controlled Entity;


                    
                                                    
                    (iii)          the
                    Participant will be suspended from making Before-Tax Contributions and
                    After-Tax Contributions (or similar contributions under any other qualified or
                    nonqualified

                



        	
                    



                    
                    41

                    

                



        

        


        	
                    plan of
                    deferred compensation maintained by a Commonly Controlled Entity) (i) with
                    respect to any financial hardship withdrawal before January 1, 2001, for at
                    least 12 months from the date the withdrawal is received, or (ii) with respect
                    to any financial hardship withdrawal on or after January 1, 2001, for at least
                    6 months from the date the withdrawal is received, or until January 1, 2002, if
                    later; and


                    
                                                    
                    (iv)          the
                    Contribution Dollar Limit for the taxable year immediately following the
                    taxable year in which the financial hardship withdrawal is received will be
                    reduced by the Before-Tax Contributions for the taxable year in which the
                    financial hardship withdrawal is received.


                    
                                    
                    9.5           
                    Withdrawals from Before-Tax Account for Other Reasons. By applying to
                    the Administrator in the form and manner prescribed by the Administrator, an
                    Active Participant who (a) has attained age 59-1/2, or (b) becomes Disabled,
                    may elect to withdraw any portion, up to the entire value of his Before-Tax
                    Account.


                    
                                    
                    9.6           
                    Partial Withdrawals. By applying to the Administrator in the form and
                    manner prescribed by the Administrator, an Inactive Participant may make a pro
                    rata withdrawal from all Accounts of any amount up to the entire vested portion
                    of the value of those Accounts.


                    
                                    
                    9.7          
                    Withdrawal Processing Rules.


                    
                                                    
                    (a)           
                    Minimum Amount. There is no minimum amount for any type of
                    withdrawal.


                    
                                                    
                    (b)           
                    Permitted Frequency. There is no maximum number of withdrawals permitted
                    in any Plan Year.


                    
                                                    
                    (c)           
                    Application by Participant. A Participant must submit a withdrawal
                    request in accordance with procedures established by the Administrator. A
                    Participant who is not an Employee may make a withdrawal request, even if the
                    Participant is receiving amounts pursuant to a systematic withdrawal plan under
                    Article X.


                    
                                                    
                    (d)           
                    Approval by Administrator. The Administrator is responsible for
                    determining that a withdrawal request conforms to the requirements described in
                    this Section.


                    
                                                    
                    (e)           
                    Time of Processing. Except as otherwise provided herein, the
                    Administrator will process all withdrawal requests which it receives by the
                    Sweep Time that relates to the Payment Date, based on the value as of the Trade
                    Date to which it relates, and fund them on the next Settlement Date. The
                    Administrator will then make payment to the Participant as soon thereafter as
                    is administratively possible.


                    
                                                    
                    (f)            
                    Medium and Form of Payment. The medium of payment for withdrawals is all
                    cash; provided however, a withdrawal may be paid, as directed by the
                    Participant, all in kind to the extent the withdrawal is funded from the
                    Company Stock Fund. The form of payment for all withdrawals will be a single
                    installment.

                



        	
                    



                    
                    42

                    

                



        

        


        	
                    
                                                    
                    (g)           
                    Investment Option Sources. Within each Account used for funding a
                    withdrawal, amounts will be taken by Investment Option in direct proportion to
                    the market value of the Participant’s interest in each Investment Option
                    (which excludes the Participant’s loans) as of the Trade Date on which
                    the withdrawal is processed, unless the Participant elects a withdrawal from
                    specific Investment Option(s).


                    
                                                    
                    (h)           
                    Direct Rollover. With respect to any cash payment hereunder which
                    constitutes an Eligible Rollover Distribution, a Distributee may direct the
                    Administrator to have such payment paid to an Eligible Retirement
                    Plan.


                    
                                                    
                    (i)            
                    Outstanding Loan. Notwithstanding any other provision of this Article
                    IX, the portion of a Participant’s Account that secures a loan to such
                    Participant under Article VIII may not be taken as a withdrawal.


                    
                                                    
                    (j)            
                    Spousal Consent. Spousal Consent will not be required for any
                    withdrawal.


                    
                                                    
                    (k)           
                    Required Withdrawals. Notwithstanding any provision of the Plan to the
                    contrary, the Payment Date of the Accrued Benefit of a Participant who is a
                    5-percent owner (as defined in Section 416 of the Code), will not be later than
                    April 1 following the calendar year in which the Participant attains age
                    70-1/2 (with required withdrawals to be made by each December 31
                    thereafter) and will comply with the requirements of Section 401(a)(9) of
                    the Code and the Treasury Regulations promulgated thereunder. With respect to
                    distributions under the Plan made for calendar years beginning on or after
                    January 1, 2001, the Plan will apply the minimum distribution requirements of
                    Section 401(a)(9) of the Code in accordance with the regulations under Section
                    401(a)(9) of the Code that were proposed on January 17, 2001, notwithstanding
                    any provision of the Plan to the contrary. This provision will continue in
                    effect until the end of the last calendar year beginning before the effective
                    date of the final regulations under Section 401(a)(9) of the Code or such other
                    date as may be specified in guidance published by the Internal Revenue
                    Service.


                    
                                                    
                    (l)            
                    Hierarchy. Except in the case of a withdrawal from a specific Account
                    pursuant to and only to the extent permitted by Sections 9.1, 9.2, 9.3, 9.4 or
                    9.5, the funds used to finance a withdrawal described in Section 9.6 will
                    be derived from the Participant’s Accounts (exclusive of the
                    Participant’s loans) in the following order (to the extent necessary to
                    finance the withdrawal):

                
	 
                



        	 	After-Tax
                Account
	 	After-Tax
                Rollover Account
	 	Before-Tax
                Rollover Account
	 	Match Account
                (to the extent vested)
	 	
                    
                        Before-Tax Account (but
                        only for a withdrawal under Section 9.5 or for an Inactive Participant
                        making a withdrawal under Section 9.6)
                    

                



        	
                    



                    
                    43

                    

                



        

        


        	
                    
                                    
                    9.8           
                    Alternate Payees and Beneficiaries. See Section 5.3 for the
                    application of the provisions of this Article IX to Alternate Payees and
                    Beneficiaries. In the event of a Participant’s death, see Article XII for
                    the rules regarding the timing and form of distributions following such
                    Participant’s death.

                



        	
                    



                    
                    44

                    

                



        

        


        	
                    
                    ARTICLE X

                    

                    ADDITIONAL OPTIONAL FORMS OF BENEFIT

                    FOR AN INACTIVE PARTICIPANT


                    
                                    
                    10.1        
                    Request for Withdrawal of Benefits.


                    
                                                    
                    (a)           
                    Request for Withdrawal. Subject to the other requirements of this
                    Article, an Inactive Participant may elect to have all of his vested Accrued
                    Benefit paid to him beginning upon any Settlement Date following his Severance
                    from Service (and prior to a Reemployment Date) in a form of payment allowed
                    hereunder.


                    
                                                    
                    (b)           
                    Failure to Request Withdrawal. If an Inactive Participant fails to
                    submit a withdrawal request in accordance with procedures established by the
                    Administrator by the last Payment Date permitted under this Article, his vested
                    Accrued Benefit will be valued as of the Valuation Date which immediately
                    precedes such latest date of withdrawal (the “Default Valuation
                    Date”) and a notice of such withdrawal will be issued to his last known
                    address as soon as administratively possible. If the Participant does not
                    respond to the notice or cannot be located, his vested Accrued Benefit
                    determined on the Default Valuation Date will be treated as a forfeiture. If
                    the Participant subsequently files a claim, the amount forfeited (unadjusted
                    for gains and losses) will be reinstated to his Accounts and distributed as
                    soon as administratively possible, and such payment will be accounted for by
                    charging it against the forfeiture account or, to the extent the forfeiture
                    account is insufficient, by a contribution from the Employer of the affected
                    Inactive Participant.


                    
                                    
                    10.2        
                    Deadline for Withdrawal.


                    
                                                    
                    (a)           
                    Required Commencement at Retirement. A Participant must make a request
                    for payment before payment must commence under this Section 10.2(a). In
                    addition to any other Plan requirements and unless the Inactive Participant
                    elects otherwise, or cannot be located, but subject to the preceding sentence,
                    the Payment Date of an Inactive Participant’s vested Accrued Benefit will
                    be not later than 60 days after the latest of the close of the Plan Year in
                    which: (i) the Participant attains the earlier of age 65 or his Normal
                    Retirement Date; (ii) occurs the tenth anniversary of the Plan Year in which
                    the Inactive Participant commenced participation in the Plan; or (iii) the
                    Participant had a Severance from Service. However, if the amount of the payment
                    or the location of the Inactive Participant (after a reasonable search) cannot
                    be ascertained by that deadline, payment will be made no later than 60 days
                    after the earliest date on which such amount or location is
                    ascertained.


                    
                                                    
                    (b)           
                    Minimum Required Distributions. In any case, the Payment Date of the
                    Accrued Benefit of a Participant (i) who is not an Employee, or
                    (ii) who is an Employee and who is a 5-percent owner (as defined in
                    Section 416 of the Code), will not be later than
                    April 1 following the calendar year in which the Participant attains
                    age 70-1/2 (with required distributions to be made by each December 31
                    thereafter) and will comply with the requirements of Section 401(a)(9) of the
                    Code and the Treasury Regulations promulgated thereunder. With

                



        	
                    



                    
                    45

                    

                



        

        


        	
                    respect
                    to distributions under the Plan made for calendar years beginning on or after
                    January 1, 2001, the Plan will apply the minimum distribution requirements of
                    Section 401(a)(9) of the Code in accordance with the regulations under Section
                    401(a)(9) of the Code that were proposed on January 17, 2001, notwithstanding
                    any provision of the Plan to the contrary. This provision will continue in
                    effect until the end of the last calendar year beginning before the effective
                    date of the final regulations under Section 401(a)(9) of the Code or such other
                    date as may be specified in guidance published by the Internal Revenue
                    Service.


                    
                                    
                    10.3        
                    Payment Form and Medium.


                    
                                                    
                    (a)           
                    General. An Inactive Participant’s vested Accrued Benefit may be
                    paid:


                    
                                                                    
                    (1)          
                    in the form of a single sum, or


                    
                                                                    
                    (2)           under
                    a systematic withdrawal plan (installments) permitted under the
                    Plan.


                    
                                                    
                    Within each Account used
                    for funding a withdrawal, amounts will be taken by Investment Option in direct
                    proportion to the market value of the Participant’s interest in each
                    Investment Option at the Trade Date for which the distribution is made, unless
                    the Participant elects a withdrawal from specific Investment
                    Option(s).


                    
                                                    
                    (b)           
                    Medium of Payment. Payments will be made in cash; alternatively, to the
                    extent the withdrawal is funded from the Company Stock Fund, the Inactive
                    Participant can elect to receive payment in whole shares of Company Stock or a
                    combination of whole shares and cash.


                    
                                                    
                    (c)           All
                    withdrawals pursuant to Section 10.3(a)(2) will be made exclusively in cash in
                    accordance with the following rules:


                    
                                                                    
                    (1)           The
                    funds used to finance the withdrawal will be derived from the Inactive
                    Participant’s Account (exclusive of the Participant’s loans) in the
                    following order (to the extent necessary to obtain the amount necessary to
                    finance the distribution):

                
	 
                



        	 	After-Tax
                Account (unmatched first)
	 	After-Tax
                Rollover Account
	 	Before-Tax
                Rollover Account
	 	Match Account
                (to the extent vested)
	 	Before-Tax
                Account (unmatched first)



        	 
                
	
                    
                                                                    
                    (2)           Within
                    each Account used for funding a withdrawal, amounts will be taken in direct
                    proportion to the market value of the Participant’s interest in each
                    Investment Option at the Trade Date on which the withdrawal is made.


                    
                                                    
                    (d)           An
                    Inactive Participant who is receiving withdrawals pursuant to Section
                    10.3(a)(2) may elect to accelerate payments, receive a lump-sum distribution of
                    the remainder of his Accounts or to receive a withdrawal under Article
                    IX.

                



        	
                    



                    
                    46

                    

                



        

        


        	
                    
                                    
                    10.4         
                    Small Amounts Paid Immediately. If an Inactive Participant’s
                    vested Accrued Benefit is $5,000 or less (or such larger amount as may be
                    specified in Section 411(a)(11) of the Code) at any time, including after
                    withdrawals (except installment payments) have commenced, the Inactive
                    Participant’s Accrued Benefit will be paid as a single sum as soon as
                    administratively possible, pursuant to such procedures as may be established by
                    the Administrator.


                    
                                    
                    10.5         
                    Payment Within Life Expectancy. An Inactive Participant’s payment
                    election must be consistent with the requirement of Section 401(a)(9) of
                    the Code that all payments are to be completed within a period not to exceed
                    the lives or the joint and last survivor life expectancy of the Inactive
                    Participant and his Beneficiary. The life expectancies of an Inactive
                    Participant and his Beneficiary may be recalculated annually. If the Inactive
                    Participant does not properly notify the Administrator regarding whether life
                    expectancies will be recalculated annually, they will not be. A single life
                    expectancy will be used if the Inactive Participant does not properly notify
                    the Administrator regarding the period to be used. The elections regarding the
                    life expectancy or expectancies to be used with respect to an Inactive
                    Participant’s payment election and the extent to which recalculation will
                    apply will be irrevocable.


                    
                                    
                    10.6         
                    Incidental Benefit Rule. The Participant’s payment election must be
                    consistent with the requirement that, if the Participant’s Spouse is not
                    his sole primary Beneficiary, the minimum annual distribution for each calendar
                    year, beginning with the year in which he attains age 70-1/2, will not be less
                    than the quotient obtained by dividing (a) the Inactive
                    Participant’s vested Accrued Benefit as of the last Trade Date of the
                    preceding year by (b) the applicable divisor as determined under the
                    incidental benefit requirements of Section 401(a)(9) of the
                    Code.


                    
                                    
                    10.7         
                    Continued Payment of Amounts in Payment Status on Effective Date. Any
                    person who became an Inactive Participant on the Effective Date only because he
                    had an Accrued Benefit and who had commenced to receive payments prior to
                    the Effective Date will continue to receive such payments in the same form and
                    payment schedule under this Plan.


                    
                                    
                    10.8         
                    Direct Rollover. With respect to any cash payment hereunder which
                    constitutes an Eligible Rollover Distribution, a Distributee may direct the
                    Administrator to have such payment paid to an Eligible Retirement
                    Plan.


                    
                                    
                    10.9         
                    Delay. Notwithstanding any other provision of the Plan, a payment will not
                    be considered to be made after the applicable Payment Date merely because
                    actual payment is reasonably delayed for the calculation and/or distribution of
                    the benefit amount, or to ascertain the location of the payee, if all payments
                    due are actually made.


                    
                                    
                    10.10       
                    Alternate Payees and Beneficiaries. See Section 5.3 for the
                    application of the provisions of this Article X to Alternate Payees and
                    Beneficiaries. In the event of a Participant’s death, see Article XII for
                    the rules regarding the timing and form of distributions following such
                    Participant’s death.

                



        	
                    



                    
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                    ARTICLE XI

                    

                    REEMPLOYMENT


                    
                                    
                    11.1        
                    Break in Service Rules.


                    
                                                    
                    (a)           Subject
                    to subsection (b), a Participant who is at least partially vested in his Match
                    Account will always have all periods of Service recognized under the Plan for
                    vesting purposes, regardless of the length of any Break in Service.
                    Notwithstanding anything in subsection (b) to the contrary, any Participant who
                    was fully vested in his Match Account will, upon reemployment, be fully vested
                    in his Match Account, regardless of his period of Service recognized under the
                    Plan or regardless of the length of any Break in Service.


                    
                                                    
                    (b)           If
                    an Inactive Participant returns to employment as an Employee at a time after he
                    has incurred a Break in Service of at least 7 consecutive 12-month periods,
                    upon his Reemployment Date with any Commonly Controlled Entity, his Service
                    earned after such Break in Service will be disregarded for purposes of
                    determining the Participant’s vested interest in his Match Account
                    attributable to employment before such Break in Service.


                    
                                                    
                    (c)           If
                    an Inactive Participant who is not at least partially vested in his Match
                    Account returns to employment as an Employee at a time after he has incurred a
                    Break in Service of at least one 12-month period, but less than 7 consecutive
                    12-month periods, the period of such Break in Service will be excluded in
                    determining such Employee’s Service.


                    
                                                    
                    (d)           If
                    an Inactive Participant who is not at least partially vested in his Match
                    Account returns to employment as an Employee at a time after he has incurred a
                    Break in Service of at least 7 consecutive 12-month periods, upon his
                    Reemployment Date his Service earned prior to such Break in Service will be
                    disregarded for all purposes.


                    
                                    
                    11.2        
                    Restoration of Forfeited Amounts.


                    
                                                    
                    (a)           If
                    a Participant forfeits any portion of his Account under Section 7.4(a) because
                    of the withdrawal of his complete vested interest in his Accounts after the
                    Effective Date, but again becomes an Employee before the date he incurs a Break
                    in Service of at least 7 consecutive 12-month periods, then the amount so
                    forfeited, without any adjustment for the earnings, expenses, losses, or gains
                    of the assets credited to his Accounts since the date forfeited, will be
                    recredited to his Accounts, The amount to be recredited pursuant to this
                    paragraph will be accounted for by charging it against the forfeiture
                    account or, to the extent the forfeiture account is insufficient, by a
                    contribution from the Employer of the affected Participant.


                    
                                                    
                    (b)           A
                    Heritage BP Participant who Severed from Service while under BP America CAP
                    prior to April 7, 2000, and who subsequently has a Reemployment Date after
                    April 7, 2000, within 7 years of such Severance from Service will have any
                    forfeited amount restored to his Match Account, adjusted as though such amounts
                    had been invested in the Income Fund since the date forfeited and invested in
                    accordance with the Participant’s new Investment Election for Before-Tax
                    and After-Tax Contributions. However, if such a Participant had

                



        	
                    



                    
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                    received
                    a distribution of part or all of his Accounts, he must repay, in cash, the full
                    amount of such distribution on or before his final repayment date before any
                    such forfeited amount will be restored to his Accounts and invested in
                    accordance with the Participant’s Investment Election for Before-Tax and
                    After-Tax Contributions. In this case, no interest will be accrued on such
                    forfeited amount from the time of the distribution until the time the
                    distribution is repaid. For purposes of repaying the distribution amounts the
                    “final repayment date” will be 5 years after his Reemployment Date.
                    Amounts previously forfeited after a Break in Service of at least 7 consecutive
                    12-month periods will not be restored.


                    
                                                    
                    (c)           A
                    Heritage Amoco Participant who Severed from Service while under AESP prior to
                    April 7, 2000, and subsequently has a Reemployment Date after April 7, 2000,
                    within 7 years of such Severance from Service will have any forfeited amount,
                    without any adjustment for the earnings, expenses, losses, or gains of the
                    assets allocated to his Accounts since the date forfeited, restored to his
                    Match Account and invested in accordance with the Participant’s new
                    Investment Election for Before-Tax and After-Tax Contributions. Amounts
                    previously forfeited after a Break in Service of at least 7 consecutive
                    12-month periods will not be restored.


                    
                                                    
                    (d)           Notwithstanding
                    the foregoing paragraph (c), a Heritage Amoco Participant who Severed from
                    Service while under AESP prior to April 7, 2000, and had a Break in Service of
                    at least 5 consecutive years prior to April 7, 2000 (determined under the terms
                    of AESP as in effect immediately prior to April 7, 2000), will not have any
                    forfeited amount restored to his Match Account.

                



        	
                    



                    
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                    ARTICLE XII

                    

                    DISTRIBUTION OF ACCRUED BENEFITS ON
                    DEATH


                    
                                    
                    12.1         
                    Payment to Beneficiary. In the case of a Participant’s death,
                    distribution of the Participant’s vested Accounts will be made in
                    accordance with procedures established by the Administrator, and subject to an
                    applicable election, by December 31 of the year in which the fifth anniversary
                    of the Participant’s death occurs.


                    
                                    
                    12.2         
                    Small Amounts Paid Immediately. If a Beneficiary’s vested Accrued
                    Benefit is $5,000 or less (or such larger amount as may be specified in Section
                    411(a)(11) of the Code) at any time, including after payments hereunder have
                    commenced, the Beneficiary’s Accrued Benefit will be paid as a single sum
                    as soon as administratively possible, pursuant to such procedures as may be
                    established by the Administrator.


                    
                                    
                    12.3        
                    Beneficiary Designation.


                    
                                                    
                    (a)           Each
                    Participant may designate the Beneficiary who is to receive the
                    Participant’s remaining Plan interest at his death. The Participant may
                    change his designation of Beneficiary by filing a new designation with the
                    Administrator. Notwithstanding any designation to the contrary, the
                    Participant’s Beneficiary will be the Participant’s surviving
                    Spouse, unless such designation includes Spousal Consent. In the absence of
                    Spousal Consent, a Participant will be deemed to have designated his surviving
                    Spouse as his Beneficiary unless and to the extent that such designation is
                    inconsistent with a QDRO. If the Participant dies leaving no Spouse and either
                    (1) the Participant failed to file a valid Beneficiary designation, or (2) all
                    persons designated as Beneficiary have predeceased the Participant, the
                    Administrator will have the Trustee distribute such Participant’s Accrued
                    Benefit in a single sum to his estate by December 31 of the year in which the
                    fifth anniversary of the Participant’s death occurs.


                    
                                                    
                    (b)           Subject
                    to the provisions of this Section, a Participant may designate a Beneficiary
                    under the Plan at any time by making the designation in the form and manner and
                    at the time determined by the Administrator. No such designation will be
                    effective until and unless it is received by the Administrator.


                    
                                                    
                    (c)           Subject
                    to the provisions of this Section, a Participant may revoke a prior designation
                    of a Beneficiary at any time by making the revocation in the form and manner
                    and at the time determined by the Administrator. No such revocation will be
                    effective until and unless it is received by the Administrator.


                    
                                                    
                    (d)           Subject
                    to the provisions of this Section, if a Participant designates his Spouse as
                    his Beneficiary, except to the extent required by applicable law, that
                    designation will not be revoked or otherwise altered or affected by
                    any:


                    
                                                                    
                    (i)            change
                    in the marital status of the Participant and such Spouse,


                    
                                                                    
                    (ii)           agreement
                    between the Participant and such Spouse.

                



        	
                    



                    
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                    (e)           If
                    a Participant designates his Spouse as his Beneficiary, and the Administrator
                    receives a QDRO with respect to the marriage, separation or divorce of the
                    Participant and such Spouse, such Spouse will cease to be the
                    Participant’s Beneficiary unless and until the Participant again
                    designates his Spouse as his Beneficiary in accordance with the provisions of
                    this Section, except to the extent otherwise provided in the QDRO.


                    
                                                    
                    (f)            A
                    Participant’s Beneficiary may not be changed following the
                    Participant’s death, including, but not limited to, by a disclaimer
                    otherwise valid under applicable law.


                    
                                    
                    12.4         
                    Direct Rollover. With respect to any cash payment hereunder which
                    constitutes an Eligible Rollover Distribution, a Distributee may direct the
                    Administrator to have such payment paid to an Eligible Retirement
                    Plan.


                    
                                    
                    12.5         
                    Alternate Payees and Beneficiaries. See Section 5.3 for the
                    application of the provisions of this Article XII to Alternate Payees and
                    Beneficiaries. Notwithstanding anything herein to the contrary, the death of a
                    Beneficiary will not extend the time period described in Section 12.1 with
                    respect to the Beneficiary of such Beneficiary, if any.

                



        	
                    



                    
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                    ARTICLE XIII

                    

                    TRUST ARRANGEMENT


                    
                                    
                    13.1         
                    Trust Agreement. A Designated Officer may enter into one or more Trust
                    Agreements to provide for the holding, investment and payment of Plan assets.
                    All Trust Agreements, as from time to time amended, will continue in force and
                    will be deemed to form a part of the Plan. Subject to the requirements of the
                    Code and ERISA, the Administrator may cause assets of the Plan which are
                    securities to be held in the name of a nominee or in street name provided such
                    securities are held on behalf of the Plan by:


                    
                                                    
                    (a)           a
                    bank or trust company that is subject to supervision by the United States or a
                    State, or a nominee of such bank or trust company;


                    
                                                    
                    (b)           a
                    broker or dealer registered under the Securities Exchange Act of 1934, or a
                    nominee of such broker or dealer; or


                    
                                                    
                    (c)           a
                    “clearing agency” as defined in Section 3(a)(23) of the Securities
                    Exchange Act of 1934, or its nominee.


                    
                                    
                    13.2         
                    Separate Entity. The Trust Fund under this Plan from its inception will
                    be a separate entity aside and apart from the Employers or their assets, and
                    the corpus and income thereof will in no event and in no manner whatsoever be
                    subject to the rights or claims of any creditor of any Employer.


                    
                                    
                    13.3         
                    Plan Asset Valuation. As of the Valuation Time each Business Day, the
                    value of the Plan’s assets held or posted to an Investment Option will be
                    determined.


                    
                                    
                    13.4         
                    Right of Employers to Plan Assets. The Employers will have no right or
                    claim of any nature in or to the assets of the Plan except the right to require
                    the Trustee to hold, use, apply, and pay such assets in its possession in
                    accordance with the Plan for the exclusive benefit of the Participants or their
                    Beneficiaries and for defraying the reasonable expenses of administering the
                    Plan; provided, that:


                    
                                                    
                    (a)           if
                    the Plan receives an adverse determination with respect to its initial
                    qualification under Sections 401(a), 401(k) and 401(m) of the Code,
                    Contributions conditioned upon the qualification of the Plan will be returned
                    to the appropriate Employer within 1 year of such denial of qualification;
                    provided, that the application for determination of initial qualification is
                    made by the time prescribed by law for filing the respective Employer’s
                    return for the taxable year in which the Plan is adopted, or by such later date
                    as is prescribed by the Secretary of the Treasury under Section 403(c)(2)(B) of
                    ERISA;


                    
                                                    
                    (b)           if,
                    and to the extent that, deduction for a Contribution under Section 404 of
                    the Code is disallowed, Contributions conditioned upon deductibility will be
                    returned to the appropriate Employer within 1 year after the disallowance of
                    the deduction; 

                



        	
                    



                    
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                    (c)           if,
                    and to the extent that, a Contribution is made through mistake of fact, such
                    Contribution will be returned to the appropriate Employer within 1 year of the
                    payment of the Contribution; and


                    
                                                    
                    (d)           any
                    amounts held suspended pursuant to the limitations of Section 415 of the
                    Code will be returned to the Employers upon termination of the Plan.


                    All
                    Contributions made hereunder are hereby expressly conditioned upon the Plan
                    being qualified under Sections 401(a), 401(k) and 401(m) of the Code and a
                    deduction being allowed for such contributions under Section 404 of the
                    Code. Before-Tax Contributions returned to an Employer pursuant to this Section
                    will be paid to the Participant for whom contributed as soon as
                    administratively convenient. If these provisions result in the return of
                    Contributions after such amounts have been allocated to Accounts, such Accounts
                    will be reduced by the amount of the allocation attributable to such amount,
                    adjusted for any losses or expenses.

                



        	
                    



                    
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                    ARTICLE XIV

                    

                    ADMINISTRATION


                    
                                    
                    14.1        
                    General.


                    
                                                    
                    (a)           
                    Designated Officer and Administrator. The Company, through its by-laws
                    and the authority vested in the Board of Directors, hereby:


                    
                                                                    
                    (1)           enables
                    a Designated Officer to have the power and authority to act, to the extent
                    provided herein, on behalf of the Company, with respect to matters which relate
                    to the Plan, but not on behalf of the Plan; and


                    
                                                                    
                    (2)           establishes
                    the Administrator and enables the Administrator to have the power and authority
                    to act, to the extent provided herein, on behalf of the Plan, but not on behalf
                    of an Employer or the Company.


                    
                                                    
                    (b)           
                    Designated Officer Acting on Behalf of the Company. Each Designated
                    Officer will have the following authority and control, and such other authority
                    and control as will be granted to it, from time to time, by the Board of
                    Directors or one of its committees, to act on behalf of the Company but subject
                    to any limitations imposed on such authority and control by the Board of
                    Directors or one of its committees:


                    
                                                                    
                    (1)           to
                    identify (and remove) any person as an Administrative Named Fiduciary with
                    respect to certain authority to control and manage the administration and
                    operation of the Plan, in the manner provided herein;


                    
                                                                    
                    (2)           to
                    consult with legal counsel, independent consulting or evaluation firms,
                    accountants, actuaries, or other advisors, as necessary, to perform its
                    functions;


                    
                                                                    
                    (3)           to
                    determine what expenses, if any, related to the operation and administration of
                    the Plan will be paid from Employer assets, subject to applicable
                    law;


                    
                                                                    
                    (4)           to
                    establish such policies and, through the use of such method of taking action as
                    will be selected by a Designated Officer, to make such delegations or
                    designations as may be necessary or incidental to a Designated Officer’s
                    authority and control over the Plan to such officers or executives as have
                    functional responsibility in the respective areas;


                    
                                                                    
                    (5)           to
                    amend, in part or completely, the Plan document;


                    
                                                                    
                    (6)           to
                    add a corporation or business entity as a participating Employer or to remove
                    such corporation or entity as a participating Employer on such terms and in
                    such manner as a Designated Officer, in its discretion, will determine;
                    and

                



        	
                    



                    
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                    (7)           to
                    take all other actions allocated to a Designated Officer in this Plan or which
                    a Designated Officer determines in good faith to be necessary or desirable to
                    fulfill its duties and obligations under the Plan.


                    
                                                    
                    (c)           
                    Administrator as an Applicable Named Fiduciary. The Administrator,
                    acting on behalf of the Plan and subject to the last sentence of this Section
                    14.1(c), will be an Applicable Named Fiduciary with respect to the authority to
                    manage and control the administration and operation of the Plan, including
                    without limitation, the following:


                    
                                                                    
                    (1)           to
                    appoint and compensate from the Trust Fund such specialists (including
                    attorneys, actuaries, consultants and accountants) to aid it in the operation
                    and administration of the Plan, and arrange for such other services, as the
                    Administrator considers necessary or appropriate in carrying out the provisions
                    of the Plan;


                    
                                                                    
                    (2)           to
                    appoint and compensate from the Trust Fund an independent outside accountant to
                    conduct such audits of the financial statements of the Plan as the
                    Administrator considers necessary or appropriate;


                    
                                                                    
                    (3)           to
                    execute on behalf of the Plan, or to cause the Trustee to execute on behalf of
                    the Plan, Administrative Services Agreements or other contracts which are
                    legally enforceable and binding on the Plan, subject to ERISA;


                    
                                                                    
                    (4)           to
                    authorize a person who may, but need not, be an officer or Employee of an
                    Employer to be this Plan’s agent for service of legal process and to
                    execute documents on behalf of the Administrator, including any instructions to
                    the Trustee;


                    
                                                                    
                    (5)           to
                    authorize a settlement or compromise any litigation resulting in a final
                    liability to the Plan and Trust; and


                    
                                                                    
                    (6)           to
                    delegate its authority and control over management and operation of the Plan to
                    a Fiduciary pursuant to the procedures herein or to empower certain entities to
                    act as its agent with respect to such authority and control;


                    
                                                                    
                    (7)           to
                    make a claim determination, based upon (i) the information known to the
                    Administrator, (ii) determinations made by an Employer, (iii) such other
                    information presented to the Administrator in a manner consistent with its
                    rules and procedures for presenting evidence, and (iv) such final
                    determinations as may be made by each other Applicable Named Fiduciary within
                    the scope of its authority and control, all as are determined to be relevant by
                    the Administrator, as to any matter or issue presented to him through the
                    Plan’s appeals procedure;


                    
                                                                    
                    (8)          
                    maintain participant records;


                    
                                                                    
                    (9)          
                    administer QDROs; and

                



        	
                    



                    
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                    (10)         to
                    determine eligibility for participation and benefits under this Plan,
                    including, without limitation, the determination of those individuals who are
                    deemed to be an Employee of any Commonly Controlled Entity.


                    
                                                                    
                    A Designated Officer will
                    not be an Applicable Named Fiduciary whenever it acts on behalf of the Company
                    rather than as, for example, Administrator and, notwithstanding any other term
                    or provision of the Plan, the Administrator will cease to be an Applicable
                    Named Fiduciary with respect to any specified portion of the operation and
                    administration of the Plan, to the extent that another Applicable Named
                    Fiduciary is designated pursuant to the procedure in the Plan to severally have
                    authority to manage and control such portion of the operation and
                    administration of the Plan.


                    
                                                    
                    (d)           
                    Procedures for Identification of an Administrative Named Fiduciary. A
                    Designated Officer, acting on behalf of the Company, may from time to time,
                    identify (or revoke such identification of) a person to be an Administrative
                    Named Fiduciary with respect to some portion of the authority to manage and
                    control operation and administration of the Plan. Such identification will
                    either (i) involve the designation of the person by name or title in the
                    Plan or Trust document and specification in the Plan or Trust document of the
                    management and control authority with respect to which the person will be an
                    Administrative Named Fiduciary; or (ii) refer to an Administrative
                    Services Agreement with such person to provide services to or on behalf of the
                    Plan or Trust and use such Administrative Services Agreement as a means for
                    specifying the management and control authority with respect to which such
                    person will be an Administrative Named Fiduciary. A Designated Officer may make
                    such identification by use of such method of taking action as such Designated
                    Officer may select. The Board of Directors, by resolution, may also identify
                    (or revoke such identification of) a person to be an Administrative Named
                    Fiduciary with respect to some portion of the authority to manage and control
                    the operation and administration of the Plan. No person who is identified as an
                    Administrative Named Fiduciary hereunder must consent to such identification
                    nor will it be necessary for a Designated Officer to seek such person’s
                    acquiescence; however, where such person has not signed an Administrative
                    Services Agreement, he must be given notification of the services to be
                    performed and perform such services. The authority to manage and control, which
                    any person who is identified to be an Administrative Named Fiduciary hereunder
                    may have, will be several and not joint with the Administrator and will result
                    in the Administrator no longer being an Administrative Named Fiduciary with
                    respect to, nor having any longer, such authority to manage and control. On and
                    after the designation of a person as an Administrative Named Fiduciary, the
                    Company, the Employer, each Designated Officer, the Administrator, and any
                    other Administrative Named Fiduciary with respect to the Plan, will have no
                    liability for the acts (or failure to act) of any such Administrative
                    Named Fiduciary except to the extent of its co-fiduciary duty under
                    ERISA.


                    
                                                    
                    (e)           
                    Discretionary Authority of Administrative Named Fiduciary. Each
                    Administrative Named Fiduciary on behalf of the Plan will enforce the Plan in
                    accordance with its terms. Each Administrative Named Fiduciary will have full
                    and complete authority to control and manage that portion of the administration
                    and operation of the Plan allocated to such Administrative Named Fiduciary,
                    including, but not limited to, the authority and discretion to:

                



        	
                    



                    
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                    (1)           Formulate,
                    adopt, issue and apply procedures and rules and change, alter or amend such
                    procedures and rules in accordance with law and as may be consistent with the
                    terms of the Plan;


                    
                                                                    
                    (2)           Exercise
                    such discretion as may be required to construe and apply the provisions of the
                    Plan, subject only to the terms and conditions of the Plan; and


                    
                                                                    
                    (3)           To
                    take all other actions already described in this Plan or which the
                    Administrative Named Fiduciary determines in good faith to be necessary or
                    desirable to fulfill its duties and obligations under the Plan.


                    
                                                    
                    (f)            
                    Allocations and Delegations of Responsibility.


                    
                                                                    
                    (1)           
                    Delegations. Each Administrative Named Fiduciary may designate persons
                    (other than an Administrative Named Fiduciary) to carry out Fiduciary
                    responsibilities it may have with respect to the Plan and make a change of
                    delegated responsibilities; provided, however, trustee responsibilities may
                    only be delegated to an investment manager as described in ERISA. Such
                    delegation will either: (A) specify the delegated person by name or
                    position and specify the discretionary authority with respect to which the
                    person will be a Fiduciary; or (B) refer to an Administrative Services
                    Agreement with such person to provide services to the Plan on behalf of the
                    delegating Administrative Named Fiduciary as a means of specifying the
                    discretionary authority with respect to which such person will be a Fiduciary.
                    The Administrative Named Fiduciary may make such delegations by use of such
                    method of taking action which it may select. No person (other than an
                    investment manager (as defined in Section 3(38) of ERISA)) to whom
                    Fiduciary responsibility has been delegated must consent to being a Fiduciary
                    nor will it be necessary for the delegating Administrative Named Fiduciary to
                    seek such person’s acquiescence; however, where such person has not
                    signed an Administrative Services Agreement, he must be given notification of
                    the services to be performed and perform such services. The discretionary
                    authority any person who is delegated Fiduciary responsibilities hereunder may
                    have will be several and not joint with the delegating Administrative Named
                    Fiduciary. A delegation of Fiduciary responsibility to a person which is not
                    implemented in the manner set forth herein will not be void; however, whether
                    the delegating Administrative Named Fiduciary will have joint liability for
                    acts of such person will be determined by applicable law.


                    
                                                                    
                    (2)           
                    Allocations. A Designated Officer, acting on behalf of the Company, may
                    allocate Fiduciary responsibilities (other than trustee responsibilities
                    described in Section 405(c)(3) of ERISA) among named fiduciaries when it
                    identifies an Administrative Named Fiduciary in the manner described in
                    paragraph (d) hereof, or may reallocate Fiduciary responsibilities among
                    existing named fiduciaries by action of a Designated Officer in accordance with
                    paragraph (d) hereof. An allocation of Fiduciary responsibility to a person
                    which is not implemented in the manner set forth herein will not be void,
                    however, such person may not be an Administrative Named Fiduciary with respect
                    to the Plan.


                    
                                                                    
                    (3)           
                    Limit on Liability. Fiduciary duties and responsibilities which have
                    been allocated or delegated pursuant to the terms of the Plan are intended to
                    limit the liability, if any, of the Company, an Employer and the members of the
                    Board of Directors, the

                



        	
                    



                    
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                    Administrator, each
                    Designated Officer and each Administrative Named Fiduciary, as appropriate, in
                    accordance with the provisions of Section 405(c) of ERISA.


                    
                                                    
                    (g)           
                    Fiduciary Capacity. Any person or group of persons may serve in more
                    than one Fiduciary capacity with respect to the Plan. The Administrator’s
                    status as an employee of the Company will not disqualify such individual from
                    taking any action hereunder or render such individual accountable for any
                    distribution or other material advantage such individual may receive under the
                    Plan.


                    
                                                    
                    (h)           
                    Applicable Named Fiduciary Decisions Final. The decision of the
                    Administrator or another Applicable Named Fiduciary in matters within its
                    jurisdiction will be final, binding, and conclusive upon Company, the Employer,
                    the Trustee, each Employee, Participant, Spouse and Beneficiary, and every
                    other person or party interested or concerned.


                    
                                                    
                    (i)            
                    No Agency. Each Administrative Named Fiduciary will perform (or fail to
                    perform) its responsibilities and duties or discretionary authority with
                    respect to the Plan as an independent contractor and not as an agent of the
                    Plan, the Company, any Employer, or the Administrator. No agency is intended to
                    be created nor is any Designated Officer empowered to create an agency
                    relationship with an Administrative Named Fiduciary.


                    
                                                    
                    (j)            
                    Employer’s Agent. The Company and each Designated Officer will act
                    as agent for each Employer when acting hereunder.


                    
                                    
                    14.2        
                    Claims Procedure.


                    
                                                    
                    (a)           
                    Initial Review of Claim. If any individual believes that he has
                    improperly been excluded from participation in the Plan, or if a Member
                    believes he is entitled to benefits in an amount greater than those which he is
                    receiving or has received, he may file a claim with the Claims Administrator.
                    Such a claim will be in writing and state the nature of the claim, the facts
                    supporting the claim, the amount claimed, and the address of the claimant. The
                    Claims Administrator will review the claim and, unless special circumstances
                    require an extension of time, within 90 days after receipt of the claim,
                    mail written notice by registered or certified mail to the claimant of the
                    decision with respect to the claim. If special circumstances require an
                    extension of time, the claimant will be so advised in writing mailed within the
                    initial 90-day period and in no event will such an extension exceed 90 days.
                    The notice of the decision with respect to the claim will be written in a
                    manner calculated to be understood by the claimant and, if the claim is wholly
                    or partially denied, set forth the specific reasons for the denial, specific
                    references to the pertinent Plan provisions on which the denial is based, a
                    description of any additional material or information necessary for the
                    claimant to perfect the claim and an explanation of why such material or
                    information is necessary, and an explanation of the claim review procedure
                    under the Plan, including a notice that (i) the claimant or his duly authorized
                    representative may request a review of the denial in accordance with the
                    procedures set forth in subsection (b) of this Section, (ii) the claimant may
                    have reasonable access to pertinent documents, and (iii) the claimant may
                    submit comments in writing to the Claims Administrator.

                



        	
                    



                    
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                    (b)           
                    Appeal of Claim. Within 60 days after notice of the denial has been
                    received by the claimant, the claimant or his duly authorized representative
                    may request a review of the denial by the Claims Administrator by filing with
                    the Claims Administrator, a written request for such review. If a request is so
                    filed, review of the denial will be made by the Claims Administrator within 60
                    days after receipt of such request, unless special circumstances require an
                    extension of time, and the claimant will be given written notice of the
                    resulting final decision. If special circumstances require an extension of
                    time, the claimant will be so advised in writing mailed within the initial
                    60-day period and in no event will an extension exceed 60 days. The notice of
                    the Claims Administrator’s final decision will include specific reasons
                    for the decision and specific references to the pertinent Plan provisions on
                    which the decision is based and will be written in a manner calculated to be
                    understood by the claimant.


                    
                                    
                    14.3         
                    Notices to Participants, Etc.  Any notice, report or statement
                    given, made, delivered or transmitted to a Participant or any other person
                    entitled to or claiming benefits under the Plan will be deemed to have been
                    duly given, made or transmitted when sent via messenger, delivery service,
                    facsimile or mailed by first class mail with postage prepaid and addressed to
                    the Participant or such person at the address last appearing on the records of
                    the Administrator or the Applicable Named Fiduciary, whichever is applicable. A
                    Participant or other person may record any change of his address from time to
                    time by following the procedures established by the Administrator.


                    
                                    
                    14.4         
                    Notices to Claims Administrator. Any written direction, notice or other
                    communication from Participants or any other person entitled to or claiming
                    benefits under the Plan to the Claims Administrator will be deemed to have been
                    duly given, made or transmitted either when delivered to such location as will
                    be specified upon the forms prescribed by the Claims Administrator for the
                    giving of such direction, notice or other communication or when otherwise
                    received by the Claims Administrator.


                    
                                    
                    14.5         
                    Actions by the Company. Whenever the Company or an Employer have the
                    authority to take action under this Plan, the following person or persons will
                    have the authority to act on behalf of the Company or Employer:


                    
                                                    
                    (a)           action(s)
                    may be taken by resolution of the Board of Directors;


                    
                                                    
                    (b)           the
                    Designated Officer, unless such authority has been expressly limited by the
                    terms of this Plan or the enabling resolutions of the Board of Directors or one
                    of its committees.

                



        	
                    



                    
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                    ARTICLE XV

                    

                    ADOPTION AND WITHDRAWAL FROM PLAN


                    
                                    
                    15.1        
                    Adoption by Other Employers.


                    
                                                    
                    (a)           With
                    the consent of a Designated Officer, any Commonly Controlled Entity may adopt
                    this Plan and participate herein (for purposes of this Article XVI, a
                    “Participating Employer”), effective as of the date specified in
                    such adoption, by filing with the Designated Officer a certified copy of a
                    resolution of its board of directors or other governing authority to that
                    effect, and such other instruments as the Designated Officer may require, and,
                    if the resolution involves a change in the Trust Agreement, the Designated
                    Officer’s filing with the Trustee a copy of such resolution, together
                    with a certified copy of the consent of the Designated Officer approving such
                    adoption.


                    
                                                    
                    (b)           The
                    adoption resolution may contain such specific changes and variations in the
                    terms of the Plan or Trust Agreement that apply to such Participating Employer
                    and its Employees as may be acceptable to the Designated Officer and if the
                    resolution involves a change in the Trust Agreement, the Trustee. However, the
                    sole, exclusive right to amend the Plan or the Trust Agreement in any other
                    respect is reserved in accordance with Section 16.1, and any such amendment
                    will be binding upon the Participating Employer; provided that no amendment
                    without the consent of a Participating Employer may alter specific changes and
                    variations in the Plan or Trust Agreement terms adopted by the Participating
                    Employer in its adoption resolution. The adoption resolution will become, as to
                    such Participating Employer and its Employees, a part of this Plan and the
                    Trust Agreement. It will not be necessary for the Participating Employer to
                    sign or execute the Plan, the Trust Agreement, or any amendment thereof. The
                    coverage date of the Plan for any Participating Employer will be the date
                    stated in the adoption resolution, and from and after such effective date, such
                    Participating Employer will assume all the rights, obligations and liabilities
                    of an individual Employer entity under the Plan and the Trust Agreement. The
                    administrative powers and control of the Company and any Designated Officer, as
                    provided in the Plan and the Trust Agreement, including the exclusive right to
                    amend the Plan and the Trust Agreement, and the administrative powers of the
                    Company to appoint and remove the Trustee, and its successors, will not be
                    diminished by reason of the participation of any Participating Employer in the
                    Plan.


                    
                                    
                    15.2         
                    Withdrawal from the Plan. With the consent of a Designated Officer, a
                    Participating Employer may discontinue or revoke its participation in the Plan
                    on at least 90 days’ notice by filing a properly executed document with
                    the Designated Officer. Notwithstanding the foregoing, a Participating Employer
                    will be deemed to have terminated its participation in the Plan when it ceases
                    to be a Commonly Controlled Entity.


                    
                                    
                    15.3         
                    Employee Transfers Within Participating Group. It is anticipated that an
                    Employee may be transferred between Participating Employers. No such transfer
                    will be deemed a Severance from Service.

                



        	
                    



                    
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                    15.4         
                    Designation of Agent. Each Participating Employer will be deemed a part
                    of the Company; provided that, with respect to its relations with the Trustee
                    and the Administrator in connection with the Plan, each Participating Employer
                    will be deemed to have irrevocably designated the Company and each Designated
                    Officer as its agent.


                    
                                    
                    15.5         
                    Designated Officers. Only the Senior Vice President or the Group Vice
                    President of BP p.l.c. can act as a Designated Officer under this Article XV
                    unless the Board of Directors has specifically granted authority outside of
                    this Plan to another Designated Officer to act under this Article XV, and then
                    only to the extent so granted.

                



        	
                    



                    
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                    ARTICLE XVI

                    

                    AMENDMENT, TERMINATION AND MERGER


                    
                                    
                    16.1        
                    Amendments.


                    
                                                    
                    (a)           
                    Power to Amend. The Company may at any time and from time to time amend,
                    suspend or modify the Plan, in whole or in part, by written instrument duly
                    adopted by: (i) the Board of Directors; or (ii) any Designated Officer, if
                    the Board of Directors has delegated to such Designated Officer the authority
                    to execute such amendments. Any such amendment, suspension or modification will
                    become effective on such date as the Board of Directors or such Designated
                    Officer, as the case may be, will determine, and may apply retroactively or
                    prospectively to Members at the time thereof, as well as to future Members;
                    provided, however, that no amendment will:


                    
                                                                    
                    (1)           increase
                    the duties or liabilities of the Trustee or the Administrator without its
                    written consent;


                    
                                                                    
                    (2)           have
                    the effect of vesting in any Employer any interest in any funds, securities or
                    other property, subject to the terms of this Plan and the Trust
                    Agreement;


                    
                                                                    
                    (3)           authorize
                    or permit at any time any part of the corpus or income of the Plan’s
                    assets to be used or diverted to purposes other than for the exclusive benefit
                    of Members;


                    
                                                                    
                    (4)           except
                    to the extent permissible under ERISA and the Code, make it possible for any
                    portion of the Trust assets to revert to an Employer to be used for, or
                    diverted to, any purpose other than for the exclusive benefit of Members
                    entitled to Plan benefits and to defray reasonable expenses of administering
                    the Plan;


                    
                                                                    
                    (5)           permit
                    an Employee to be paid the balance of his Before-Tax Account unless the payment
                    would otherwise be permitted under Section 401(k) of the Code;
                    and


                    
                                                                    
                    (6)           have
                    any retroactive effect as to deprive any such person of any benefit already
                    accrued, except that no amendment made in order to conform the Plan as a plan
                    described in Section 401(a) of the Code of which amendments are permitted
                    by the Code or are required or permitted by any other statute relating to
                    employees’ trusts, or any official regulations or ruling issued pursuant
                    thereto, will be considered prejudicial to the rights of any such
                    person.


                    
                                                    
                    (b)           
                    Restriction on Amendment. No amendment to the Plan will deprive a
                    Participant of his nonforfeitable rights to benefits accrued to the date of the
                    amendment. In addition to the foregoing, the Plan will not be amended so as to
                    eliminate an optional form of payment of an Accrued Benefit attributable to
                    employment prior to the date of the amendment,

                



        	
                    



                    
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                    except
                    to the extent permissible under ERISA and the Code. The foregoing limitations
                    do not apply to benefit accruals occurring after the date of the
                    amendment.


                    
                                                    
                    (c)           
                    A Designated Officer. The Senior Vice President or the Group Vice
                    President of BP p.l.c. acting as a Designated Officer on behalf of the Company,
                    may amend, modify, change or revise the Plan or any Appendix, in whole or in
                    part, or with respect to all persons or a designated group of persons unless
                    the Board of Directors has specifically granted authority outside of this Plan
                    to another Designated Officer to act under this Article XVI, and then only to
                    the extent so granted; provided however (1) no such action may be taken if
                    it could not have been adopted under this Section by the Board of Directors;
                    and (2) no such action may amend Articles XIV and XVI.


                    
                                    
                    16.2         
                    Plan Termination. It is the expectation of the Company that it will
                    continue the Plan and the payment of Contributions hereunder indefinitely, but
                    the continuation of the Plan and the payment of Contributions hereunder is not
                    assumed as a contractual obligation of the Company or any other Employer. The
                    Company reserves the right, at any time, to terminate the Plan, or to reduce,
                    suspend or discontinue its or any other Employer’s Contributions
                    hereunder, provided, however, that the Contributions for any Plan Year accrued
                    or determined prior to the end of such year will not after the end of such year
                    be retroactively reduced, suspended or discontinued except as may be permitted
                    by law. Upon termination of the Plan or complete discontinuance of
                    Contributions hereunder (other than for the reason that the Employer has had no
                    net profits or accumulated net profits), each Participant’s Accrued
                    Benefit will be fully vested. Upon termination of the Plan or a complete
                    discontinuance of Contributions, unclaimed amounts will be applied as
                    forfeitures and any unallocated amounts will be allocated to Participants who
                    are Eligible Employees as of the date of such termination or discontinuance on
                    the basis of Compensation for the Plan Year (or short Plan Year). Upon a
                    partial termination of the Plan, to the extent required by law or in the sole
                    discretion of the Plan Administrator, the Accrued Benefit of each affected
                    Participant will be fully vested. In the event of termination of the Plan, the
                    Administrator will direct the Trustee to distribute to each Participant the
                    entire amount of his Accrued Benefit as soon as administratively possible, but
                    not earlier than would be permitted in order to retain the Plan’s
                    qualified status under Sections 401(a), (k) and (m) of the Code, as if all
                    Participants who are Employees had incurred a Severance from Service on the
                    Plan’s termination date. Should a Participant or a Beneficiary not elect
                    immediate payment of a nonforfeitable Accrued Benefit in excess of $5,000, the
                    Administrator will direct the Trustee to continue the Plan and Trust Agreement
                    for the sole purpose of paying to such Participant his Accrued Benefit or death
                    benefit, respectively, unless in the opinion of the Administrator, to make
                    immediate single sum payments to such Participant or Beneficiary would not
                    adversely affect the tax qualified status of the Plan upon termination and
                    would not impose additional liability upon any Employer or the
                    Trustee.


                    
                                    
                    16.3        
                    Plan Merger and Spinoff.


                    
                                                    
                    (a)           
                    General. The Plan will not merge or consolidate with, or transfer any
                    assets or liabilities to any other plan, unless each person entitled to
                    benefits would receive a benefit immediately after the merger, consolidation or
                    transfer (if the Plan were then terminated) which is equal to or greater than
                    the benefit he would have been entitled to immediately before

                



        	
                    



                    
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                    the
                    merger, consolidation or transfer (if the Plan were then terminated). The
                    Designated Officer will amend or take such other action as is necessary to
                    amend the Plan in order to satisfy the requirements applicable to any merger,
                    consolidation or transfer of assets and liabilities.


                    
                                                    
                    (b)           
                    Appendix. Appendix 16.3 may set forth such special provisions as may
                    apply to any merger, consolidation or transfer of assets and
                    liabilities.


                    
                                    
                    16.4         
                    Design Decisions. Decisions regarding the design of the Plan (including
                    any decision to amend or terminate, or to not amend or terminate the Plan) will
                    be made in a settlor capacity and will not be governed by the fiduciary
                    responsibility provisions of ERISA.

                



        	
                    



                    
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                    ARTICLE XVII

                    

                    SPECIAL TOP-HEAVY RULES


                    
                                    
                    17.1         
                    Application of Article XVII. This Article XVII will apply only if the
                    Plan is Top-Heavy, as defined below. If, as of any Top-Heavy Determination
                    Date, as defined below, the Plan is Top-Heavy, the provisions of Section 17.4
                    will take effect as of the first day of the Plan Year next following the
                    Top-Heavy Determination Date and will continue to be in effect until the first
                    day of any subsequent Plan Year following a Top-Heavy Determination Date as of
                    which it is determined that the Plan is no longer Top-Heavy.


                    
                                    
                    17.2         
                    Definitions Concerning Top-Heavy Status. In addition to the definitions
                    set forth in Article I, the following definitions will apply for purposes of
                    this Article XVII, and will be interpreted in accordance with the provisions of
                    Section 416 of the Code:


                    
                                                    
                    (a)           
                    Aggregation Group - a group of Company Plans consisting of each Company
                    Plan in the Required Aggregation Group and each other Company Plan selected by
                    the Company for inclusion in the Aggregation Group that would not, by its
                    inclusion, prevent the group of Company Plans included in the Aggregation Group
                    from continuing to meet the require­ments of Section 401(a)(4) and 410 of
                    the Code.


                    
                                                    
                    (b)           
                    Annual Compensation - compensation for a calendar year within the
                    meaning of Treasury Regulation §1.415-2(d)(11)(ii) to the extent that such
                    compensation does not exceed the annual compensation limit in effect for the
                    calendar year under Section 401(a)(17) of the Code.


                    
                                                    
                    (c)           
                    Company Plan - any plan of any Commonly Controlled Entity that is, or
                    that has been determined by the Internal Revenue Service to be, qualified under
                    Section 401(a) or 403(a) of the Code.


                    
                                                    
                    (d)           
                    Key Employee - any employee of any Commonly Controlled Entity who
                    satisfies the criteria set forth in Section 416(i)(1) of the
                    Code.


                    
                                                    
                    (e)           
                    Required Aggregation Group - one or more Company Plans comprising each
                    Company Plan in which a Key Employee is a participant and each Company Plan
                    that enables any Company Plan in which a Key Employee is a participant to meet
                    the requirements of Section 401 (a)(4) or 410 of the Code.


                    
                                                    
                    (f)            
                    Top-Heavy - the Plan is included in an Aggregation Group under which, as
                    of the Top-Heavy Determination Date, the sum of the actuarial present value of
                    the cumulative accrued benefits for Key Employees under all defined benefit
                    plans in the Aggregation Group and the aggregate of the accounts of Key
                    Employees under all defined contribution plans in the Aggregation Group
                    exceeds 60 percent of the analogous sum determined for all employees. The
                    determination of whether the Plan is Top-Heavy will be made in accordance with
                    Section 416(g)(2)(B) of the Code.

                



        	
                    



                    
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                    (g)           
                    Top-Heavy Determination Date - the December 31 immediately preceding the
                    Plan Year for which the determination is made.


                    
                                                    
                    (h)           
                    Top-Heavy Ratio - the percentage calculated in accordance with
                    subparagraph (f), above, and Section 416(g)(2) of the Code.


                    
                                                    
                    (i)            
                    Top-Heavy Year - a Plan Year for which the Plan is Top-Heavy.


                    
                                    
                    17.3         
                    Calculation of Top-Heavy Ratio. The Top-Heavy Ratio with respect to any
                    Plan Year will be determined in accordance with the following rules:


                    
                                                    
                    (a)           
                    Determination of Accrued Benefits: The accrued benefit of any
                    current Participant will be calculated, as of the most recent valuation date
                    that is within a 12-month period ending on the Top-Heavy Determination Date, as
                    if the Participant had voluntarily terminated employment as of such valuation
                    date. Such valuation date will be the same valuation date used for computing
                    plan costs for purposes of the minimum funding provisions of Section 412
                    of the Code. Unless, as of the valuation date, the Plan provides for a
                    nonproportional subsidy, the actuarial present value of the accrued benefit
                    will reflect a retirement income commencing at age 65 (or attained age, if
                    later). If, as of the valuation date, the Plan provides for a nonproportional
                    subsidy, the benefit will be assumed to commence at the age at which the
                    benefit is most valuable.


                    
                                                    
                    (b)           
                    Aggregation. The Plan will be aggregated with all Company Plans included
                    in the Aggregation Group.


                    
                                    
                    17.4        
                    Effect of Top-Heavy Status.


                    
                                                    
                    (a)           
                    Minimum Contribution. Notwithstanding Article III, as of the last day of
                    each Top-Heavy Year, the Employer will make, for each Participant, (i) the
                    contributions it otherwise would have made under the Plan for such Top-Heavy
                    Year, or if greater, (ii) contributions for such Top-Heavy Year that, when
                    added to the contributions made by the Employer for such Participant (and any
                    forfeitures allocated to his Accounts) for such Top-Heavy Year under all other
                    defined contribution plans of any Commonly Controlled Entity, aggregate three
                    percent of his Annual Compensation; provided that the Plan will meet the
                    requirements of this subsection (a) without taking into account Before-Tax
                    Contributions or other employer contributions attributable to a salary
                    reduction or similar arrangement.


                    
                                                    
                    (b)           
                    Inapplicability to Union Employees. The preceding provisions of this
                    Section 17.4 will not apply with respect to any employee included in a unit of
                    employees covered by an agreement that the Secretary of Labor finds to be
                    a collective bargaining agreement between employee representatives and the
                    Employer, if there is evidence that retirement benefits were the subject of
                    good faith bargaining between such employee representatives and the
                    Employer.


                    
                                    
                    17.5         
                    Effect of Discontinuance of Top-Heavy Status. If, for any Plan Year
                    after a Top-Heavy Year, the Plan is no longer Top-Heavy, the provisions of
                    Section 17.4 will not apply with respect to such Plan Year.

                



        	
                    



                    
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                    17.6         
                    Intent of Article XVII. This Article XVII is intended to satisfy the
                    requirements imposed by Section 416 of the Code and will be construed in a
                    manner that will effectuate this intent. This Article XVII will not be
                    construed in a manner that would impose requirements on the Plan that are more
                    stringent than those imposed by Section 416 of the Code.

                



        	
                    



                    
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                    ARTICLE XVIII

                    

                    MISCELLANEOUS PROVISIONS


                    
                                    
                    18.1         
                    Assignment and Alienation. As provided by Section 401(a)(13) of the
                    Code and to the extent not otherwise required by law, no benefit provided by
                    the Plan may be anticipated, assigned or alienated, except:


                    
                                                    
                    (a)           to
                    create, assign or recognize a right to any benefit with respect to a
                    Participant pursuant to a QDRO;


                    
                                                    
                    (b)           to
                    use a Participant’s vested Account balance as security for a loan from
                    the Plan which is permitted pursuant to Section 4975 of the Code;
                    or 


                    
                                                    
                    (c)           to
                    allow the enforcement of a federal tax levy made pursuant to Section 6331 of
                    the Code, or the collection by the United States on a judgment resulting from
                    an unpaid tax assessment.


                    
                                    
                    18.2         
                    Protected Benefits. All benefits which are protected by the terms of
                    Section 411(d)(6) of the Code and Section 204(g) of ERISA, which
                    cannot be eliminated without adversely affecting the qualified status of the
                    Plan on and after the Effective Date, will be provided under this Plan to
                    Participants for whom such benefits are protected. The Administrator will cause
                    such benefits to be determined and the terms and provisions of any relevant
                    plan setting forth such protected benefits are incorporated herein by reference
                    and made a part hereof, but only to the extent such terms and provisions are so
                    protected. Otherwise, they will operate within the terms and provisions of this
                    Plan, as determined by the Administrator.


                    
                                    
                    18.3         
                    Plan Does Not Affect Employment Rights. The Plan does not provide any
                    employment rights to any Employee. The Employer expressly reserves the right to
                    discharge an Employee at any time, with or without cause, without regard to the
                    effect such discharge would have upon the Employee’s interest in the
                    Plan.


                    
                                    
                    18.4         
                    Deduction of Taxes from Amounts Payable. The Trustee will deduct from
                    the amount to be distributed such amount as the Administrator, in his sole
                    discretion, deems proper to protect the Trustee and the Plan’s assets
                    held under the Trust Agreement against liability for the payment of death,
                    succession, inheritance, income, or other taxes, and out of money so deducted,
                    the Trustee may discharge any such liability and pay the amount remaining to
                    the Participant, the Beneficiary or the deceased Participant’s estate, as
                    the case may be.


                    
                                    
                    18.5         
                    Facility of Payment. If a Member is declared an incompetent or is a
                    minor and a conservator, guardian, or other person legally charged with his
                    care has been appointed, any benefits to which such Member is entitled will be
                    payable to such conservator, guardian, or other person legally charged with his
                    care. The decision of the Administrator in such matters will be final, binding,
                    and conclusive upon the Employer and the Trustee and upon each Member, and
                    every other person or party interested or concerned. An Employer, the Trustee
                    and the Administrator will not be under any duty to see to the proper
                    application of such payments.

                



        	
                    



                    
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                    18.6         
                    Source of Benefits. All benefits payable under the Plan will be paid or
                    provided for solely from the Plan’s assets held under the Trust Agreement
                    and the Employers assume no liability or responsibility therefor.


                    
                                    
                    18.7         
                    Reduction for Overpayment. The Administrator will, whenever it
                    determines that a person has received benefit payments under this Plan in
                    excess of the amount to which the person is entitled under the terms of the
                    Plan, make a reasonable attempt to collect such overpayment from the person.
                    The amount of any overpayment may be set off against further amounts payable to
                    or on account of the person who received the overpayment.


                    
                                    
                    18.8         
                    Company Merger. In the event any successor corporation to the Company,
                    by merger, consolidation, purchase or otherwise, will elect to adopt the Plan,
                    such successor corporation will be substituted hereunder for the Company upon
                    filing in writing with the Trustee its election so to do.


                    
                                    
                    18.9         
                    Employees’ Trust. The Plan and Trust Agreement are created for the
                    exclusive purpose of providing benefits to the Members of the Plan and
                    defraying reasonable expenses of administering the Plan. The Plan and Trust
                    Agreement will be interpreted and operated in a manner consistent with their
                    being, respectively, a Plan described in Sections 401(a), 401(k) and
                    401(m) of the Code and Trust Agreements exempt under Section 501(a) of the
                    Code. The Designated Officer and the Administrator are authorized to the
                    fullest extent allowed by law, to take whatever action may be required to
                    correct any such interpretational or operational violation which would result
                    in the Plan not being a plan described in Sections 401(a), 401(k) and
                    401(m) of the Code and Trust Agreements exempt under Section 501(a) of the
                    Code. At no time will the assets of the Plan be diverted from the above
                    purpose.


                    
                                    
                    18.10       
                    Construction. Unless the contrary is plainly required by the context,
                    wherever any words are used herein in the masculine gender, they will be
                    construed as though they were also used in the feminine gender, and vice versa;
                    wherever any words are used herein in the singular form, they will be construed
                    as though they were also used in the plural form, and vice versa; and wherever
                    the words “herein,” “hereof,” “hereunder,”
                    and words of similar import are used, they will be construed to refer to the
                    Plan in its entirety and not only to the portion of the Plan in which they
                    appear. Any election, direction, notice or designation (or similar action) to
                    be made by a Member hereunder will be made in such manner as is provided for
                    by, and acceptable to, the Administrator. No such election, direction, notice
                    or designation (or similar action) will be deemed to have been given to the
                    Administrator unless it is properly completed and delivered to the
                    Administrator in accordance with the procedures established by
                    such Administrator for such purpose, and will take effect at such time as
                    is established by the Administrator, which in any event will not be earlier
                    than is administratively possible.


                    
                                    
                    18.11       
                    Invalidity of Certain Provisions. If any provision of this Plan will be
                    held invalid or unenforceable, such invalidity or unenforceability will not
                    affect any other provisions hereof and the Plan will be construed and
                    enforced as if such provisions, to the extent invalid or unenforceable, had not
                    been included.

                



        	
                    



                    
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                    18.12       
                    Headings. The headings or articles are included solely for convenience
                    of reference, and if there is any conflict between such headings and the text
                    of this Plan, the text will control.


                    
                                    
                    18.13       
                    Governing Law. The Plan will be construed, administered and regulated in
                    accordance with the provisions of ERISA and, to the extent not preempted
                    thereby, in accordance with the laws of the State of Illinois, determined
                    without regard to its choice of law rules.


                    
                                    
                    18.14       
                    Notice and Information Requirements. Except as otherwise provided in
                    this Plan or in the Trust Agreement, the Employer will have no duty or
                    obligation to affirmatively disclose to any Member, nor will any Member have
                    any right to be advised of, any material information regarding the Employer, at
                    any time prior to, upon or in connection with the Employer’s purchase, or
                    any other distribution or transfer (or decision to defer any such distribution)
                    of any Company Stock or any other stock held under the Plan.


                    
                                    
                    18.15       
                    Reliance on Information Provided to Plan. Notwithstanding anything
                    contained herein to the contrary, if an individual is provided a statement in
                    confirmation of any election or information provided to the Plan by such
                    individual hereunder, the election or information reflected on such
                    confirmation statement will be deemed to be accurate and may be conclusively
                    relied upon for all purposes hereunder unless the individual timely
                    demonstrates to the Administrator, in the form and manner established by the
                    Administrator, that the election or information reflected on the confirmation
                    statement is not what the individual had originally delivered to the
                    Administrator.


                    
                                    
                    18.16       
                    Recognition of Power of Attorney. Notwithstanding anything in this Plan
                    to the contrary, the Administrator may, in his discretion, refuse to recognize
                    any agent of a Participant who seeks to act on behalf of such Participant
                    pursuant to a power of attorney unless and to the extent the power of attorney
                    conforms with guidelines adopted by the Administrator from time to
                    time.


                    
                                    
                    Executed this 8th day
                    of  February, 2002.


                    
                                                                                                                    
                    BP CORPORATION NORTH
                    AMERICA INC.


                    
                                                                                                                    
                    By: /s/Donald
                    Packham                                         


                    
                                                                                                                    
                    Title: Senior Vice
                    President, Human Resources

                



        	
                    



                    
                    70

                    

                



        

        


        	
                    
                    APPENDIX 1.41

                    TO

                    BP DIRECTSAVE PLAN

                    

                    LIST OF ADOPTING COMMONLY CONTROLLED ENTITIES


                    1.
                                BP Products
                    North America Inc.

                



        	 
                
	
                



        	
                    



                    
                    71

                    

                



        

        


        	
                    
                    APPENDIX 1.54

                    TO

                    BP DIRECTSAVE PLAN

                    

                    CORE INVESTMENT OPTIONS

                
	 
                



        	 	
                Short-Term 
	 	 	Short-Term
                Investments Fund
	 	 	 	 



        	 	
                Bond	 
	 	 	Bond Index
                Fund

                Bond Index Fund – Long Duration

                Bond Index Fund – Short Duration

                Income Fund (Frozen)
	 	 	 
	 	
                Hybrid
	 	 	Balanced Index
                Fund – Aggressive

                Balanced Index Fund – Conservative

                Balanced Index Fund – Moderate
	 	 	 
	 	Large
                Cap 
	 	 	Equity Index
                Fund

                Equity Index Fund – Growth

                Equity Index Fund – Value
	 	 	 
	 	Mid
                Cap
	 	 	Mid-Cap Equity
                Index Fund
	 	 	 
	 	Small
                Cap 
	 	 	Small-Cap
                Equity Index Fund

                Small-Cap Equity Index Fund – Growth

                Small-Cap Equity Index Fund – Value
	 	 	 
	 	
                International
	 	 	International
                Equity Index Fund

                International Equity Index Fund – Europe

                International Equity Index Fund - Far East
	 	 	 
	 	Company
                Stock
	 	 	BP Stock
                Fund



        	
                    



                    

                    

                



        

        


        	
                    
                    MUTUAL FUND WINDOW
                    INVESTMENT OPTIONS

                
	 
                



        	 	
                Short-Term
	 	 	Fidelity
                Retirement Money Market Portfolio
	 	 	 	 
	 	Bond
                Funds
	 	 	
                Intermediate-Term
                Government
	 	 	 	Fidelity Government Income
                Fund

                Strong Government Securities Fund

                T. Rowe Price U.S. Treasury Intermediate Bond Fund

                USAA GNMA Trust
	 	 	 	 
	 	 	Long-Term
                Government
	 	 	 	PIMCO Long-Term U.S.
                Government Fund
	 	 	 	 
	 	 	Short-Term
                Bond
	 	 	 	Harbor Short Duration
                Fund

                Fidelity Institutional Short-Intermediate Government Fund

                PIMCO Low Duration Fund
	 	 	 	 
	 	 	
                Intermediate-Term
                Bond
	 	 	 	Dodge & Cox Income
                Fund

                Fidelity Investment Grade Bond Fund

                Harbor Bond Fund

                INVESCO Select Income Fund

                Morgan Stanley Institutional Fixed Income Portfolio

                PIMCO Total Return Fund

                PIMCO Total Return Fund III
	 	 	 	 
	 	 	Long-Term
                Bond
	 	 	 	USAA Income
                Fund
	 	 	 	 
	 	 	Multi-Sector
                Bond
	 	 	 	Dreyfus Core Bond Fund

                Janus Flexible Income Fund

                T. Rowe Price Spectrum Income Fund
	 	 	 	 
	 	 	High Yield
                Bond
	 	 	 	Fidelity Capital &
                Income Fund

                Fidelity High Income Fund

                INVESCO High Yield Fund

                Morgan Stanley Institutional High Yield Portfolio

                PIMCO High Yield Fund



        	
                    



                    
                    2

                    

                



        

        


        	 	 	Convertible
                Bond
	 	 	 	Fidelity Convertible
                Securities Fund
	 	 	 	 
	 	 	Emerging
                Markets Bond
	 	 	 	Fidelity New Markets Income
                Fund
	 	 	 	 
	 	 	International
                Bond
	 	 	 	Payden Global Fixed Income
                Fund

                PIMCO Foreign Bond Fund
	 	 	 	 
	 	Hybrid
                Funds
	 	 	Domestic
                Hybrid
	 	 	 	Calvert Social Investment
                Fund Balanced Portfolio

                Columbia Balanced Fund, Inc.

                Dreyfus Founders Balanced Fund F

                Dreyfus Premier Balanced Fund

                Fidelity Balanced Fund

                Fidelity Puritan® Fund

                INVESCO Total Return Fund

                Janus Balanced Fund

                Morgan Stanley Institutional Balanced Portfolio

                Vanguard Asset Allocation Fund

                Vanguard Wellesley Income Fund

                Vanguard Wellington Fund
	 	 	 	 
	 	Large Cap
                U.S. Stock Funds 
	 	 	Large Cap
                Value
	 	 	 	American Century Equity
                Growth Fund

                American Century Income & Growth Fund

                American Funds American Mutual Fund

                Clipper Fund

                Dreyfus Premier Strategies Value Fund

                Fidelity Equity-Income Fund

                Fidelity Equity-Income II Fund

                American Funds Fundamental Investors

                INVESCO Value Equity Fund

                American Funds Investment Company of America

                Legg Mason Value Trust, Inc.

                Morgan Stanley Institutional Equity Portfolio

                T. Rowe Price Equity Income Fund, Inc.

                Vanguard Equity Income Fund

                Vanguard Growth and Income Fund

                Vanguard Windsor Fund

                Vanguard Windsor II Fund

                CS Warburg Pincus Value Fund II

                American Funds Washington Mutual Investors Fund



        	
                    



                    
                    3

                    

                



        

        


        	 	 	Large Cap
                Blend
	 	 	 	AIM Blue Chip Fund

                Domini Social Equity Fund

                Dreyfus Appreciation Fund, Inc.

                Dreyfus Disciplined Stock Fund

                Fidelity Blue Chip Growth Fund

                Fidelity Disciplined Equity Fund

                Fidelity Dividend Growth Fund

                Fidelity FiftyTM

                Fidelity FundTM

                Fidelity TechnoQuant® Growth Fund

                INVESCO Equity Income Fund

                Morgan Stanley Dean Witter Institutional Fund, Inc. –

                Equity Growth Portfolio Class A

                PIMCO StocksPLUS Fund

                T. Rowe Price Blue Chip Growth Fund

                T. Rowe Price Dividend Growth Fund

                T. Rowe Price Growth Stock Fund

                USAA Growth Fund

                Vanguard PRIMECAP Fund

                CS Warburg Pincus Capital Appreciation Fund
	 	 	 	 
	 	 	Large Cap
                Growth
	 	 	 	Alger Capital Appreciation
                Retirement Portfolio

                Columbia Growth Fund

                Dreyfus Founders Growth Fund F

                Dreyfus Premier Third Century Fund, Inc.

                Dreyfus Premier Worldwide Growth Fund, Inc.

                Fidelity Growth Company Fund

                Fidelity Large Cap Stock Fund

                Fidelity Independence Fund

                Harbor Capital Appreciation Fund

                INVESCO Blue Chip Growth Fund

                Janus Fund

                Janus Growth and Income Fund

                Janus Twenty Fund

                Merrill Lynch Fundamental Growth Fund, Inc.

                Papp America – Abroad Fund

                Putnam Investors Fund A

                Scudder Large Company Growth Fund

                Strong Large Cap Growth Fund

                Vanguard U.S. Growth Fund
	 	 	 	 
	 	Medium Cap
                U.S. Stock Funds 
	 	 	Medium Cap
                Value
	 	 	 	American Century Equity
                Income Fund

                American Century Value Fund

                Fidelity Value Fund

                Strong Opportunity Fund

                Strong Multi-Cap Value Fund

                T. Rowe Price Value Fund 



        	
                    



                    
                    4

                    

                



        

        


        	 	 	Medium Cap
                Blend
	 	 	 	Ariel Appreciation Fund

                Fidelity Capital Appreciation Fund

                Fidelity Trend Fund

                Legg Mason Special Investment Trust, Inc.

                Montgomery Global 20 Funds® – Class R

                Neuberger Berman Socially Responsive Trust
	 	 	 	 
	 	 	Medium Cap
                Growth
	 	 	 	Alger MidCap Growth
                Retirement Portfolio

                Alger Small Cap Retirement Portfolio

                Baron Asset Fund

                Fidelity Aggressive Growth Fund

                Fidelity Export and Multinational Fund

                Fidelity Mid-Cap Stock Fund

                Fidelity OTC Portfolio

                INVESCO Dynamics Fund

                Morgan Stanley Institutional Mid Cap Growth Portfolio

                Strong Growth Fund

                T. Rowe Price Mid-Cap Growth Fund

                CS Warburg Pincus Emerging Growth Fund
	 	 	 	 
	 	Small Cap
                U.S. Stock Funds 
	 	 	Small Cap
                Value
	 	 	 	Franklin Balance Sheet
                Investment Fund Class A

                PIMCO Small-Cap Value Fund

                CS Warburg Pincus Small Company Value Fund
	 	 	 	 
	 	 	Small
                Cap Blend
	 	 	 	Liberty Acorn Fund

                Fidelity Small Cap Selector

                Morgan Stanley Institutional Small Cap Value Portfolio

                Neuberger Berman Genesis Trust

                PIMCO Micro-Cap Growth Fund

                T. Rowe Price Small-Cap Stock Fund
	 	 	Small Cap
                Growth
	 	 	 	Baron Growth Fund

                Delaware Trend Fund

                Dreyfus Founders Discovery Fund F

                Franklin Small Cap Growth Fund I – Class A

                INVESCO Small Company Growth Fund



        	
                    



                    
                    5

                    

                



        

        


        	 	 	Managers
                Special Equity Fund

                  Morgan Stanley Dean Witter Institutional Fund, Inc. – 
	 	 	 	 Small Company
                Growth

                 Portfolio Class B
	 	 	 	 
	 	Specialty
                U.S. Stock Funds 
	 	 	
                Specialty-Health
                Care
	 	 	 	INVESCO Health Sciences
                Fund

                T. Rowe Price Health Sciences
	 	 	 	 
	 	 	Specialty-Real
                Estate
	 	 	 	Cohen & Steers Realty
                Shares

                Fidelity Real Estate Investment Portfolio
	 	 	 	 
	 	 	Specialty
                Technology
	 	 	 	Morgan Stanley Dean Witter
                Institutional Fund, Inc. –

                Technology Portfolio

                Class A

                MunderNetNet
	 	 	 	 
	 	 	PBGH Technology
                & Communications Fund
	 	 	 	PIMCO Innovation
                Institutional Fund
	 	 	 	 
	 	 	
                Specialty-Utilities
	 	 	 	Fidelity Utilities Fund

                INVESCO Utilities Fund
	 	 	 	 
	 	
                International Stock
                Funds 
	 	 	Foreign
                Stock
	 	 	 	American Century
                International Growth Fund

                Deutsche International Equity Fund

                Fidelity Aggressive International Fund*

                Fidelity Diversified International Fund

                Fidelity International Growth & Income Fund

                Fidelity Overseas Fund

                GAM International Fund A

                J.P. Morgan Institutional International Equity Fund

                Lazard International Equity Portfolio

                Managers International Equity Fund

                Putnam International Growth Fund A

                Templeton Foreign Fund A

                CS Warburg Pincus International Equity Fund

                Europe Stock

                Fidelity Europe Capital Appreciation Fund 



        	 
	_______________________
	* Formerly
                known as Fidelity International Value Fund 
	
                



        	
                    



                    
                    6

                    

                



        

        


        	 	 	 	Fidelity Europe Fund

                INVESCO European Fund

                Merrill Lynch EuroFund

                Putnam Europe Growth Fund A

                T. Rowe Price European Stock Fund
	 	 	 	 
	 	 	International
                Hybrid
	 	 	 	AIM Global Growth A Fund
                (renamed as of June 9, 2000)

                Fidelity Global Balanced Fund
	 	 	 	 
	 	 	Latin America
                Stock
	 	 	 	Fidelity Latin America
                Fund

                Scudder Latin America Fund

                T. Rowe Price Latin America Fund
	 	 	 	 
	 	 	Diversified
                Pacific Asia Stock
	 	 	 	Fidelity Pacific Basin
                Fund

                Fidelity Southeast Asia Fund

                Merrill Lynch Pacific Fund, Inc.

                Putnam Asia Pacific Growth Fund A
	 	 	 	 
	 	 	Japan
                Stock
	 	 	 	Fidelity Japan
                Fund
	 	 	 	 
	 	 	Diversified
                Emerging Markets Stock
	 	 	 	Fidelity Emerging Markets
                Fund

                Lazard Emerging Markets Portfolio

                Templeton Developing Markets Trust A

                Templeton Institutional Funds, Inc. – Emerging Markets Series
	 	 	 	 
	 	 	World
                Stock
	 	 	 	American Funds Capital
                World Growth and Income Fund

                Janus Worldwide Fund

                Mutual Discovery Fund Class A

                American Funds New Perspective Fund

                Putnam Global Growth Fund A

                Templeton Growth Fund, Inc. A

                Templeton World Fund A



        	 	 	 	 	Hybrid Asset Allocation
                Funds

                Fidelity Freedom Income® Fund

                Fidelity Freedom 2000® Fund

                Fidelity Freedom 2010®  Fund

                Fidelity Freedom 2020® Fund

                Fidelity Freedom 2030® Fund



        	
                    



                    
                    7

                    

                



        

        


        	
                    FIRST
                    AMENDMENT

                    OF

                    BP DIRECTSAVE PLAN


                    (As
                    Amended and Restated Effective as of January 1, 2002)


                    
                                    
                    WHEREAS, BP Corporation
                    North America Inc. (the “Corporation”) maintains the BP DirectSave
                    Plan (the “Plan”);


                    
                                    
                    WHEREAS, the Plan has
                    previously been amended and further amendment of the Plan now is considered
                    desirable; and


                    
                                    
                    WHEREAS, pursuant to the
                    power delegated to a Designated Officer under Section 16.1 of the Plan, the
                    Senior Vice President, Human Resources, as a Designated officer of the
                    Corporation, has the authority to amend the Plan; and


                    
                                    
                    WHEREAS, in all other
                    respects, the Plan, as amended, will continue in full force and
                    effect.


                    
                                    
                    NOW, THEREFORE, the Senior
                    Vice President, Human Resources, of the Corporation hereby amends the Plan,
                    effective June 1, 2002, by substituting the following for Appendix 1.54 of the
                    Plan:


                    
                    “APPENDIX 1.54

                    TO

                    BP DIRECTSAVE PLAN


                    
                    CORE INVESTMENT
                    OPTIONS

                
	 
                



        	 	
                Short-Term
	 	 	Short-Term
                Investments Fund



        	
                    



                    
                    8

                    

                



        

        


        	  	
                Bond
	 
                	 
                	Bond Index
                Fund

                Bond Index Fund - Long Duration

                Bond Index Fund - Short Duration

                Income Fund 
	  	  	 
                
	  	
                Hybrid
	  	  	Balanced Index
                Fund – Aggressive

                Balanced Index Fund – Conservative

                Balanced Index Fund – Moderate
	  	 
                  
	  	Large
                Cap
	  	  	Equity Index
                Fund

                Equity Index Fund – Growth

                Equity Index Fund – Value 
	  	 
                  
	  	Mid
                Cap
	  	  	Mid-Cap Equity
                Index Fund
	  	 
                  
	  	Small
                Cap
	  	  	Small-Cap
                Equity Index Fund

                Small-Cap Equity Index Fund – Growth

                Small-Cap Equity Index Fund – Value 
	  	 
                  
	  	
                International
	  	  	International
                Equity Index Fund

                International Equity Index Fund – Europe

                International Equity Index Fund – Far East
	  	 
                  
	  	Company
                Stock
	  	  	BP Stock
                Fund
	  	 
                  



        	 
                
	
                    
                    MUTUAL FUND WINDOW
                    INVESTMENT OPTIONS

                
	 
                



        	 	
                Short-Term
	 	 	Fidelity
                Retirement Money Market Portfolio

                Fidelity Spartan U.S. Treasury Money Market Fund 
	 
	 	Bond
                Funds
	 	 	
                Intermediate-Term
                Government
	 	 	 	Fidelity Government Income
                Fund

                Strong Government Securities Fund

                T. Rowe Price U.S. Treasury Intermediate Bond Fund

                USAA GNMA Trust



        	
                    



                    
                    9

                    

                



        

        


        	 	Long-Term
                Government
	 	 	 	PIMCO Long-Term U.S.
                Government Fund     
	 	 
	 	 
                Short-Term Bond
	 	 	 	Harbor Short Duration
                Fund

                Fidelity Institutional Short-Intermediate Government Fund

                PIMCO Low Duration Fund
	 	 	 
	 	 	
                Intermediate-Term
                Bond
	 	 	 	Dodge & Cox Income
                Fund

                Fidelity Investment Grade Bond Fund

                Harbor Bond Fund

                INVESCO Select Income Fund

                Morgan Stanley Institutional Fixed Income Portfolio

                PIMCO Total Return Fund

                PIMCO Total Return Fund III
	 
	 	 	Long-Term
                Bond
	 	 	 	USAA Income
                Fund
	 
	 	 	Multi-Sector
                Bond
	 	 	 	Dreyfus Core Bond
                Fund
	 	 	 	Janus Flexible Income
                Fund

                T. Rowe Price Spectrum Income Fund 
	 
	 	 	High Yield
                Bond
	 	 	 	Fidelity Capital &
                Income Fund

                Fidelity High Income Fund

                INVESCO High Yield Fund

                Morgan Stanley Institutional High Yield Portfolio

                PIMCO High Yield Fund
	 
	 	 	Convertible
                Bond
	 	 	 	Fidelity Convertible
                Securities Fund

                Calamos Convertible Fund – Class A 
	 
	 	 	Emerging
                Markets Bond
	 	 	 	Fidelity New Markets Income
                Fund
	 
	 	 	International
                Bond
	 	 	 	Payden Global Fixed Income
                Fund

                PIMCO Foreign Bond Fund 



        	
                    



                    
                    10

                    

                



        

        


        	  	Hybrid
                Funds
	  	 
                	 	Domestic Hybrid

                Calvert Social Investment Fund Balanced Portfolio

                Columbia Balanced Fund, Inc.

                Dreyfus Founders Balanced Fund F

                Dreyfus Premier Balanced Fund

                Fidelity Balanced Fund

                Fidelity Puritan ® Fund

                INVESCO Total Return Fund

                Janus Balanced Fund

                Morgan Stanley Institutional Balanced Portfolio

                Vanguard Asset Allocation Fund

                Vanguard Wellesley Income Fund

                Vanguard Wellington Fund 
	 
                
	  	Large Cap
                U.S. Stock Funds 
	  	  	Large Cap
                Value 
	  	  	 
                	American Century Equity
                Growth Fund

                American Century Income & Growth Fund

                American Funds American Mutual Fund

                American Funds Investment Company of America
	  	  	American Funds
                Washington Mutual Investors Fund

                Clipper Fund

                Credit Suisse Large Cap Value Fund
	  	  	  	Dreyfus Aggressive Value
                Fund

                Fidelity Equity-Income Fund

                Fidelity Equity-Income II Fund

                Fundamental Investors

                INVESCO Value Equity Fund

                Legg Mason Value Trust, Inc.

                Morgan Stanley Institutional Equity Portfolio

                T. Rowe Price Equity Income Fund, Inc.

                Vanguard Equity Income Fund

                Vanguard Growth and Income Fund

                Vanguard Windsor Fund

                Vanguard Windsor II Fund
	  	  	 
                
	  	  	Large Cap
                Blend 
	  	  	  	AIM Blue Chip Fund

                Credit Suisse Capital Appreciation Fund
	  	  	Domini Social
                Equity Fund
	  	  	  	Dreyfus Appreciation Fund,
                Inc.

                Dreyfus Disciplined Stock Fund

                Fidelity Blue Chip Growth Fund

                Fidelity Disciplined Equity Fund

                Fidelity Dividend Growth Fund

                Fidelity Fiftysm

                Fidelity Fund
                

                Fidelity
                TechnoQuant® Growth Fund
                

                INVESCO Equity Income
                Fund  



        	
                    



                    
                    11

                    

                



        

        


        	  	  	Morgan Stanley
                Dean Witter Institutional Fund, Inc. –

                    Equity Growth Portfolio Class A
	 
                	 
                	 
                	PIMCO StocksPLUS Fund

                T. Rowe Price Blue Chip Growth Fund

                T. Rowe Price Dividend Growth Fund

                T. Rowe Price Growth Stock Fund

                USAA Growth Fund

                Vanguard PRIMECAP Fund
	 
                
	  	  	Large Cap
                Growth 
	  	  	  	Alger Capital Appreciation
                Retirement Portfolio

                Columbia Growth Fund

                Dreyfus Founders Growth Fund F

                Dreyfus Premier Third Century Fund, Inc.

                Dreyfus Premier Worldwide Growth Fund, Inc.

                Fidelity Growth Company Fund

                Fidelity Large Cap Stock Fund

                Fidelity Retirement Growth Fund

                Harbor Capital Appreciation Fund

                INVESCO Blue Chip Growth Fund

                Janus Fund

                Janus Growth and Income Fund

                Janus Twenty Fund

                Merrill Lynch Fundamental Growth Fund, Inc.

                Papp America – Abroad Fund

                Putnam Investors Fund A

                Scudder Large Company Growth Fund

                Strong Large Cap Growth Fund

                Vanguard U.S. Growth Fund
	 	 
	  	Medium Cap
                U.S. Stock Funds
	  	  	Medium Cap
                Value 
	  	  	  	American Century Equity
                Income Fund

                American Century Value Fund

                Fidelity Value Fund

                Strong Opportunity Fund

                Strong Multi-Cap Value Fund

                T. Rowe Price Value Fund



        	
                    



                    
                    12

                    

                



        

        


        	  	Medium Cap
                Blend
	 
                	 
                	 
                	Ariel Appreciation Fund

                Fidelity Capital Appreciation Fund

                Fidelity Trend Fund

                Legg Mason Special Investment Trust, Inc.

                Montgomery Global 20 Fund ® – Class R

                Neuberger Berman Socially Responsive Trust
	 
                
	  	  	Medium Cap
                Growth 
	  	  	  	Alger MidCap Growth
                Retirement Portfolio

                Alger Small Cap Retirement Portfolio

                Baron Asset Fund

                Credit Suisse Emerging Growth Fund

                Fidelity Aggressive Growth Fund

                Fidelity Export and Multinational Fund

                Fidelity Mid-Cap Stock Fund

                Fidelity OTC Portfolio

                INVESCO Dynamics Fund

                MAS Mid Cap Growth Portfolio

                Strong Growth Fund

                T. Rowe Price Mid-Cap Growth Fund
	  	Small Cap U.S.
                Stock Funds 
	  	  	Small Cap
                Value 
	  	  	  	Credit Suisse Small Cap
                Value Fund
	  	  	Franklin
                Balance Sheet Investment Fund Class A 
	  	  	  	PIMCO Small-Cap Value
                Fund 
	  	  	Small Cap
                Blend 
	  	  	  	Fidelity Small Cap
                Selector

                Liberty Acorn Fund
	  	  	Morgan Stanley
                Institutional Small Cap Value Portfolio 
	  	  	  	Neuberger Berman Genesis
                Trust

                PIMCO Micro-Cap Growth Fund

                T. Rowe Price Small-Cap Stock Fund 
	 
                 
                 
                  
	  	  	Small Cap
                Growth 
	  	  	  	Baron Growth Fund

                Delaware Trend Fund

                Dreyfus Founders Discovery Fund F

                Franklin Small Cap Growth Fund I – Class A

                INVESCO Small Company Growth Fund

                Managers Special Equity Fund 
	  	  	Morgan Stanley
                Dean Witter Institutional Fund, Inc. – 
	  	  	  	Small Company Growth
                Portfolio Class B 



        	
                    



                    
                    13

                    

                



        

        


        	 	Specialty
                U.S. Stock Funds
	 	 	
                Specialty-Health
                Care
	 	 	 	INVESCO Health Sciences
                Fund

                T. Rowe Price Health Sciences 
	 	 	 	 
	 	 	
                Specialty-Natural
                Resources
	 	 	 	T. Rowe Price New Era
                Fund
	 	 	 	 
	 	 	Specialty-Real
                Estate
	 	 	 	Cohen & Steers Realty
                Shares

                Fidelity Real Estate Investment
                Portfolio
	 	 	 	 
	 	 	Specialty
                Technology
	 	 	 	Morgan Stanley Dean Witter
                Institutional Fund, Inc. –
	 	 	Technology
                Portfolio Class A 
	 	 	 	MunderNetNet
	 	 	PBGH Technology
                & Communications Fund
	 	 	 	PIMCO Innovation
                Institutional Fund
	 	 	
                Specialty-Utilities
	 	 	 	Fidelity Utilities Fund

                INVESCO Utilities Fund 
	 	 	 	 
	 	
                International Stock
                Funds
	 	 	Foreign
                Stock
	 	 	 	American Century
                International Growth Fund

                Credit Suisse International Equity Fund

                Deutsche International Equity Fund

                Fidelity Aggressive International Fund

                Fidelity Diversified International Fund

                Fidelity International Growth & Income Fund

                Fidelity Overseas Fund

                GAM International Fund A

                J.P. Morgan Institutional International Equity Fund

                Lazard International Equity Portfolio

                Managers International Equity Fund

                Putnam International Growth Fund A

                Templeton Foreign Fund A
	 	 	 	 
	 	 	Europe
                Stock
	 	 	 	Fidelity Europe Capital
                Appreciation Fund

                Fidelity Europe Fund

                INVESCO European Fund

                Merrill Lynch EuroFund

                Putnam Europe Growth Fund A

                T. Rowe Price European Stock Fund 



        	
                    



                    
                    14

                    

                



        

        


        	 	 	International
                Hybrid
	 	 	 	AIM Global Growth A
                Fund

                Fidelity Global Balanced Fund 
	 	 	 	 
	 	 	Latin America
                Stock
	 	 	 	Fidelity Latin America
                Fund

                Scudder Latin America Fund

                T. Rowe Price Latin America Fund
	 	 	 	 
	 	 	Diversified
                Pacific Asia Stock
	 	 	 	Fidelity Pacific Basin
                Fund

                Fidelity Southeast Asia Fund

                Merrill Lynch Pacific Fund, Inc.

                Putnam Asia Pacific Growth Fund A 
	 	 	 	 
	 	 	Pacific/Asia Ex
                Japan Stock
	 	 	 	AIM Asian Growth Fund A

                Scudder Pacific Opportunities Fund – Class S 
	 	 	 	 
	 	 	Japan
                Stock
	 	 	 	Fidelity Japan Fund

                The Japan Fund, Inc. - Class S 
	 	 	 	 
	 	 	Diversified
                Emerging Markets Stock
	 	 	 	Fidelity Emerging Markets
                Fund

                Lazard Emerging Markets Portfolio

                Templeton Developing Markets Trust A

                Templeton Institutional Funds, Inc. – Emerging Markets Series 
	 	 	 	 
	 	 	World
                Stock
	 	 	 	American Funds Capital
                World Growth and Income Fund

                American Funds New Perspective Fund

                Janus Worldwide Fund

                Mutual Discovery Fund Class A

                Putnam Global Growth Fund A

                Templeton Growth Fund, Inc. A

                Templeton World Fund A
	 	 	 	 
	 	Hybrid Asset
                Allocation Funds
	 	 	Fidelity
                Freedom Income® Fund

                Fidelity Freedom 2000® Fund

                Fidelity Freedom 2010® Fund

                Fidelity Freedom 2020® Fund

                Fidelity Freedom 2030® Fund”



        	 
	
                *    
                *     *     *    
                *



        	
                    



                    
                    15

                    

                



        

        


        	
                    
                                    
                    I, Donald Packham, Senior
                    Vice President, Human Resources, of the Corporation, hereby approve and adopt
                    the foregoing amendment to the Plan.

                
	 
                



        	 	Dated this
                21st day of June, 2002
	
                	 



        	 	
                /s/Donald Packham	
                
	 	
                

                Senior Vice President, Human Resources

                BP Corporation North America Inc.



        	
                    



                    
                    16

                    

                



        

        


        	
                    SECOND
                    AMENDMENT

                    OF

                    BP DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    WHEREAS, BP
                    Corporation North America Inc. (the “Corporation”) maintains the BP
                    DirectSave Plan (the “Plan”);


                    
                                    WHEREAS, the
                    Plan has previously been amended and further amendment of the Plan is now
                    considered desirable to (i) comply with the Economic Growth and Tax Relief
                    Reconciliation Act of 2001 (“EGTRRA”) and, (ii) reflect the
                    adoption of the Plan by BP West Coast Products LLC for its hourly at-site
                    retail employees, effective January 1, 2003; and


                    
                                    WHEREAS, pursuant
                    to the power delegated to a Designated Officer under Section 16.1 of the Plan,
                    the Senior Vice President, Human Resources, as a Designated Officer of the
                    Corporation, has the authority to amend the Plan:


                    
                                    NOW,
                    THEREFORE, the Senior Vice President, Human Resources of the Corporation
                    hereby amends the Plan in the following particulars in order to reflect certain
                    provisions of EGTRRA. This amendment is intended, in part, as good faith
                    compliance with the requirements of EGTRRA and, where applicable, is to be
                    construed in accordance with EGTRRA and guidance issued thereunder. Except for
                    provisions relating to the adoption of the Plan by BP West Coast Products LLC
                    or as otherwise provided herein, this amendment is effective as of the first
                    day of the first plan year beginning after December 31, 2001, and unless
                    otherwise extended by law, will not apply to taxable years, plan years or
                    limitation years beginning after December 31, 2010.


                    
                                    
                    1.  By adding the
                    following new language to the end of Section 1.29 of the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                        “, determined
                        without regard to catch-up contributions under Section 414(v) of the
                        Code.”
                    

                



        	
                    



                    
                    17

                    

                



        

        


        	
                    
                                    
                    2.  Effective with
                    respect to distributions made after December 31, 2001, by adding the following
                    new sentence to the end of Section 1.38 of the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                        “This definition
                        of ‘Eligible Retirement Plan’ will also apply in the case of a
                        distribution to a surviving Spouse, or to a Spouse or former Spouse who is
                        the Alternate Payee under a QDRO.”
                    

                



        	 
                
	
                    
                                    3.
                     Effective with respect to distributions made after December 31, 2001, by
                    substituting the following for Section 1.39 of the Plan:

                
	 
                



        	 	
                    
                                        “1.39 ‘
                        Eligible Rollover Distribution’ means any distribution of all
                        or any portion of the balance to the credit of a Distributee, except that
                        an Eligible Rollover Distribution does not include any distribution that is
                        one of a series of substantially equal periodic payments (not less
                        frequently than annually) made for the life (or life expectancy) of the
                        Distributee or the joint lives (or joint life expectancies) of the
                        Distributee and the Distributee’s designated Beneficiary, or for a
                        specified period of 10 years or more; any distribution to the extent
                        such distribution is required under Section 401(a)(9) of the Code; or
                        any ‘hardship withdrawal’, whether described in Section
                        401(k)(2)(B) of the Code and the regulations promulgated thereunder or
                        otherwise. The portion of a distribution which consists of after-tax
                        contributions which are not includible in gross income may be transferred
                        only in a trustee-to-trustee transfer and may be transferred only to an
                        individual retirement account or annuity described in Section 408(a) or (b)
                        of the Code, or to a qualified defined contribution plan described in
                        Section 401(a) or 403(a) of the Code that agrees to separately account for
                        amounts so transferred, including separately accounting for the portion of
                        such distribution which is includible in gross income and the portion of
                        such distribution which is not so includible.”
                    

                



        	 
                
	
                    
                                    
                    4.  Effective January
                    1, 2003, by adding the following new sentences to the end of Section 1.44 of
                    the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “Rules applicable
                        to Exchange Elections may be established by the Administrator. Such rules
                        may, among other things, limit the Investment Options that may be elected
                        by the Participant and establish the time and manner in which such an
                        election may be made.”
                    

                



        	 
                
	
                    
                                    
                    5.  Effective January
                    1, 2003, by adding the following new sentences to the end of Section 1.53 of
                    the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “Rules applicable
                        to Investment Elections may be established by the Administrator. Such rules
                        may, among other things, limit the Investment
                    

                



        	
                    



                    
                    18

                    

                



        

        


        	 	
                    
                        Options that may be
                        elected by the Participant and establish the time and manner in which such
                        an election may be made.”
                    

                



        	 
                
	
                    
                                    
                    6.  Effective January
                    1, 2003, by substituting the following for the second and third sentences of
                    Section 3.4(a) of the Plan:

                
	 
                



        	 	
                    
                        “The Trustee will
                        allocate and post to the Rollover Account of such Participant the amount of
                        such Rollover Contribution.”
                    

                



        	 
                
	
                    
                                    
                    7.  Effective January
                    1, 2003, by substituting the following for Section 6.1(a) of the
                    Plan:


                    
                                    
                    “6.1 
                    Investment of Contributions.

                
	 
                



        	 	
                    
                                        
                        (a)  
                        Investment Elections. Each Participant may direct the Administrator,
                        by submission to the Administrator of an Investment Election, to invest
                        Contributions (and loan repayments) posted to his Accounts and other
                        amounts allocated and posted to the Participant’s Account in one or
                        more Investment Options; provided, however, that Investment
                        Elections may only be accepted for Rollover Contributions to the extent
                        allowed by the Administrator. Notwithstanding the above, Match
                        Contributions will be invested directly in the Company Stock Fund. In the
                        absence of an Investment Election, and subject to such rules as the
                        Administrator may make, any other Contributions (and loan repayments) will
                        be invested in the Short-Term Investment Fund.”
                    

                



        	 
                
	
                    
                                    8.
                     By adding the following new language to the end of the last paragraph of
                    Section 9.4(b) of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “;  provided,
                        however, that the provisions set forth in this sentence will not apply
                        effective for calendar years beginning after December 31, 2001, to
                        Participants who withdrew all or part of their Before-Tax Account under
                        this Section 9.4 after December 31, 2000.”
                    

                



        	 
                
	
                    
                                    9.
                    By substituting the following for the title of Section 14.2 of the
                    Plan:


                    
                                    
                     “14.2  
                    Claims Procedure for Claims Made Prior to January 1,
                    2002.”


                    
                                    
                    10.  By renumbering
                    Sections 14.3, 14.4 and 14.5 as Sections 14.4, 14.5 and 14.6, respectively, and
                    by adding the following new Section 14.3 to the Plan as a part
                    thereof:


                    
                                    
                    “14.3       
                    Claims Procedure for Claims Made On and After January 1,
                    2002.

                
	 
                



        	 	
                    
                                        (a)           
                        Definitions. For purposes of this Section 14.3, the following words
                        or phrases in quotes when capitalized will have the
                    

                



        	
                    



                    
                    19

                    

                



        

        


        	 	
                    
                        meaning set forth
                        below:
                    

                
	
                	 
	 	
                    
                                                        (1) 
                        ‘Adverse Benefit Determination’ means a denial, reduction or
                        the termination of, or a failure to provide or make payment (in whole or in
                        part) with respect to a Claim for a benefit, including any such denial,
                        reduction, termination, or failure to provide or make payment that is based
                        on a determination of a Participant’s or Beneficiary’s
                        eligibility to participate in the Plan.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                        ‘Claim’ means a request for a benefit or eligibility to
                        participate in the Plan, made by a Claimant in accordance with the
                        Plan’s procedures for filing Claims, as described in this Section
                        14.3. For this purpose, an inquiry or request for reconsideration made
                        under the Plan’s established administrative procedures will not
                        constitute a Claim.
                    

                
	
                	 
	 	
                    
                                                        (3)
                         ‘Claimant’ is defined in Section 14.3(b)(2).
                    

                
	
                	 
	 	
                    
                                                        (4)
                         ‘Notice’ or ‘Notification’ means the delivery
                        or furnishing of information to an individual in a manner that satisfies
                        applicable Department of Labor regulations with respect to material
                        required to be furnished or made available to an individual.
                    

                
	
                	 
	 	
                    
                                                        (5)
                         ‘Relevant Documents’ include documents, records or other
                        information with respect to a Claim that:
                    

                
	
                	 
	 	
                    
                                                                        (A) 
                        were relied upon by the Claims Administrator in making the benefit
                        determination;
                    

                
	
                	 
	 	
                    
                                                                        (B) 
                        were submitted to, considered by or generated for, the Claims Administrator
                        in the course of making the benefit determination, without regard to
                        whether such documents, records or other information were relied upon by
                        the Claims Administrator in making the benefit determination;
                    

                
	
                	 
	 	
                    
                                                                        (C) 
                        demonstrate compliance with administrative processes and safeguards
                        required in making the benefit determination; or
                    

                
	
                	 
	 	
                    
                                                                        (D)
                         constitute a statement of policy or guidance with respect to the Plan
                        concerning the denied benefit for the Participant’s circumstances,
                        without regard to whether such advice was relied upon by the Claims
                        Administrator in making the benefit determination.
                    

                
	
                	 
	 	
                    
                                        (b)           
                        Procedure for Filing a Claim. In order for a communication from a
                        Claimant to constitute a valid Claim, it must satisfy the following
                        paragraphs (1) and (2) of this paragraph (b).
                    

                



        	
                    



                    
                    20

                    

                



        

        


        	 	
                    
                                                        (1)
                         Any Claim submitted by a Claimant must be in writing on the
                        appropriate Claim form (or in such other manner acceptable to the Claims
                        Administrator) and delivered, along with any supporting comments,
                        documents, records and other information, to the Claims Administrator in
                        person, or by mail postage paid, to the address for the Claims
                        Administrator provided in the Summary Plan Description.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                        Claims and appeals of denied Claims may be pursued by a Participant or an
                        authorized representative of the Participant (each of whom will be referred
                        to in this section as a ‘Claimant’). However, the Claims
                        Administrator may establish reasonable procedures for determining whether
                        an individual has been authorized to act on behalf of a Participant.
                    

                
	
                	 
	 	
                    
                                        (c)           
                        Initial Claim Review. The initial Claim review will be conducted by
                        the Claims Administrator, with or without the presence of the Claimant, as
                        determined by the Claims Administrator in its discretion. The Claims
                        Administrator will consider the applicable terms and provisions of the Plan
                        and amendments to the Plan, information and evidence that is presented by
                        the Claimant and any other information it deems relevant. In reviewing the
                        Claim, the Claims Administrator will also consider and be consistent with
                        prior determinations of Claims from other Claimants who were similarly
                        situated and which have been processed through the Plan’s claims and
                        appeals procedures within the past 24 months.
                    

                
	
                	 
	 	
                               
                (d)           Initial Benefit
                Determination.
	
                	 
	 	
                    
                                                        (1) 
                        The Claims Administrator will notify the Claimant of the Claims
                        Administrator’s determination within a reasonable period of time, but
                        in any event (except as described in paragraph (2) below) within 90 days
                        after receipt of the Claim by the Claims Administrator.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                        The Claims Administrator may extend the period for making the benefit
                        determination by 90 days if it determines that such an extension is
                        necessary due to matters beyond the control of the Plan and if it notifies
                        the Claimant, prior to the expiration of the initial 90 day period, of
                        circumstances requiring the extension of time and the date by which the
                        Claims Administrator expects to render a decision.
                    

                
	
                	 
	 	
                    
                                        (e)           
                        Manner and Content of Notification of Adverse Benefit
                        Determination.
                    

                
	
                	 
	 	
                    
                                                        (1) 
                        The Claims Administrator will provide a Claimant with written or electronic
                        Notice of any Adverse Benefit Determination, in accordance with applicable
                        Department of Labor regulations.
                    

                



        	
                    



                    
                    21

                    

                



        

        


        	 	
                    
                                                        (2) 
                        The Notification will set forth in a manner calculated to be understood by
                        the Claimant:
                    

                
	
                	 
	 	
                    
                                                                        (A) 
                           The specific reason or reasons for the Adverse Benefit
                        Determination;
                    

                
	
                	 
	 	
                    
                                                                        (B) 
                           Reference to the specific provision(s) of the Plan on
                        which the determination is based;
                    

                
	
                	 
	 	
                    
                                                                        (C) 
                           Description of any additional material or information
                        necessary for the Claimant to perfect the Claim and an explanation of why
                        such material or information is necessary;
                    

                
	
                	 
	 	
                    
                                                                        (D) 
                           A description of the Plan’s review procedures and
                        the time limits applicable to such procedures, including a statement of the
                        Claimant’s right to bring a civil action under Section 502(a) of
                        ERISA following an Adverse Benefit Determination on review.
                    

                
	
                	 
	 	
                                (f)            
                Procedure for Filing a Review of an Adverse Benefit
                Determination.
	
                	 
	 	
                    
                                                        (1)
                         Any appeal of an Adverse Benefit Determination by a Claimant must be
                        brought to the Claims Administrator within 60 days after receipt of the
                        Notice of the Adverse Benefit Determination. Failure to appeal within such
                        60-day period will be deemed to be a failure to exhaust all administrative
                        remedies under the Plan. The appeal must be in writing utilizing the
                        appropriate form provided by the Claims Administrator (or in such other
                        manner acceptable to the Claims Administrator); provided, however,
                        that if the Claims Administrator does not provide the appropriate form, no
                        particular form is required to be utilized by the Participant. The appeal
                        must be filed with the Claims Administrator at the address listed in the
                        Summary Plan Description.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                        A Claimant will have the opportunity to submit written comments, documents,
                        records and other information relating to the Claim.
                    

                
	
                	 
	 	
                    
                                        (g)           
                        Review Procedures for Adverse Benefit Determinations.
                    

                
	
                	 
	 	
                                                (1) 
                   The Claims Administrator will provide a review that takes into
                account all comments, documents, records and other information submitted by the
                Claimant without regard to whether such information was submitted or considered in
                the initial benefit determination.



        	
                    



                    
                    22

                    

                



        

        


        	 	
                    
                                                        (2) 
                           The Claimant will be provided, upon request and free of
                        charge, reasonable access to and copies of all Relevant Documents.
                    

                
	
                	 
	 	
                    
                                                        (3) 
                           The review procedure may not require more than two levels
                        of appeals of an Adverse Benefit Determination.
                    

                
	
                	 
	 	
                    
                                        (h)           
                        Timing and Notification of Benefit Determination on Review. The
                        Claims Administrator will notify the Claimant within a reasonable period of
                        time, but in any event within 60 days after the Claimant’s request
                        for review, unless the Claims Administrator determines that special
                        circumstances require an extension of time for processing the review of the
                        Adverse Benefit Determination. If the Claims Administrator determines that
                        an extension is required, written Notice will be furnished to the Claimant
                        prior to the end of the initial 60-day period indicating the special
                        circumstances requiring an extension of time and the date by which the
                        Claims Administrator expects to render the determination on review, which
                        in any event will be within 60 days from the end of the initial 60-day
                        period. If such an extension is necessary due to a failure of the Claimant
                        to submit the information necessary to decide the Claim, the period in
                        which the Claims Administrator is required to make a decision will be
                        tolled from the date on which the notification is sent to the Claimant
                        until the Claimant adequately responds to the request for additional
                        information.
                    

                
	
                	 
	 	
                    
                                        (i)            
                        Manner and Content of Notification of Benefit Determination on
                        Review.
                    

                
	
                	 
	 	
                    
                                                        (1)          
                        The Claims Administrator will provide a written or electronic Notice of the
                        Plan’s benefit determination on review, in accordance with applicable
                        Department of Labor regulations.
                    

                
	
                	 
	 	
                    
                                                       
                        (2)           The
                        Notification will set forth:
                    

                
	
                	 
	 	
                    
                                                                        (A) 
                           The specific reason or reasons for the Adverse Benefit
                        Determination;
                    

                
	
                	 
	 	
                    
                                                                        (B) 
                           Reference to the specific provision(s) of the Plan on
                        which the determination is based;
                    

                
	
                	 
	 	
                    
                                                                        (C) 
                           A statement that the Claimant is entitled to receive,
                        upon request and free of charge, reasonable access to and copies of all
                        Relevant Documents; and
                    

                
	
                	 
	 	
                    
                                                                        (D) 
                           A statement of the Claimant’s right to bring a
                        civil action under Section 502(a) of ERISA following an Adverse Benefit
                        Determination on review.
                    

                



        	
                    



                    
                    23

                    

                



        

        


        	 	
                    
                                        (k)           
                        Statute of Limitations. No cause of action may be brought by a
                        Claimant who has received an Adverse Benefit Determination later than two
                        years following the date of such Adverse Benefit
                        Determination.”
                    

                
	
                	 



        	 	11.
                  	
                    
                        By adding the following
                        new sentences to the end of Section 17.3(a) of the Plan as a part
                        thereof:
                    

                
	
                	 



        	 	
                    
                         “The
                        present values of accrued benefits and the amounts of account balances of
                        an employee as of the Top-Heavy Determination Date will be increased by the
                        distributions made with respect to the employee under the Plan and any plan
                        aggregated with the plan under Section 416(g)(2) of the Code during the
                        1-year period ending on the Top-Heavy Determination Date. The preceding
                        sentence will also apply to distributions under a terminated plan which,
                        had it not been terminated, would have been aggregated with the plan under
                        Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for
                        a reason other than severance from service, death, or disability, this
                        provision will be applied by substituting ‘5-year period’ for
                        ‘1-year period’. The accrued benefits and accounts of any
                        individual who has not performed services for the employer during the
                        1-year period ending on the determination date will not be taken into
                        account.”
                    

                



        	 
                
	
                    
                                    12.
                     By adding the following new sentences to the end of Section 17.4(a) of
                    the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “Employer
                        matching contributions will be taken into account for purposes of
                        satisfying the minimum contribution requirements of Section 416(c)(2) of
                        the Code and the Plan. The preceding sentence will apply with respect to
                        matching contributions under the Plan or, if the Plan provides that the
                        minimum contribution requirement will be met in another plan, such other
                        plan. Employer matching contributions that are used to satisfy the minimum
                        contribution requirements will be treated as matching contributions for
                        purposes of the actual contribution percentage test and other requirements
                        of Section 401(m) of the Code.”
                    

                



        	 
                
	
                    
                                    13.
                     By adding the following new Section 18.17 to the end of Article XVIII of
                    the Plan as a part thereof:

                
	 
                



        	 	“Section
                18.17.  Minimum Distribution Requirements.
	
                	 
	 	
                               
                (a)           General
                Rules.
	
                	 
	 	
                                                (1) 
                   Effective Date. The provisions of this Section
                



        	
                    



                    
                    24

                    

                



        

        


        	 	
                    
                        18.17 will apply for
                        purposes of determining required minimum distributions for calendar years
                        beginning with the 2003 calendar year.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                           Coordination with Minimum Distribution Requirements
                        Previously in Effect. Required minimum distributions for 2002 under
                        this Section 18.17 will be determined as follows. If the total amount of
                        2002 required minimum distributions under the Plan made to the distributee
                        prior to the effective date of this Section 18.17 equals or exceeds the
                        required minimum distributions determined under this Section 18.17, then no
                        additional distributions will be required to be made for 2002 on or after
                        such date to the distributee. If the total amount of 2002 required minimum
                        distributions under the Plan made to the distributee prior to the effective
                        date of this Section 18.17 is less than the amount determined under this
                        Section 18.17, then required minimum distributions for 2002 on and after
                        such date will be determined so that the total amount of required minimum
                        distributions for 2002 made to the distributee will be the amount
                        determined under this Section 18.17. This Section 18.17(a)(2) does not
                        apply.
                    

                
	
                	 
	 	
                    
                                                        (3) 
                           Precedence. The requirements of this Section 18.17
                        will take precedence over any inconsistent provisions of the Plan.
                    

                
	
                	 
	 	
                    
                                                        (4) 
                           Requirements of Treasury Regulations Incorporated.
                        All distributions required under this Section 18.17 will be determined and
                        made in accordance with the Treasury regulations under Section 401(a)(9) of
                        the Code.
                    

                
	
                	 
	 	
                    
                                                        (5) 
                           TEFRA Section 242(b)(2) Elections. Notwithstanding
                        the other provisions of this Section 18.17, distributions may be made under
                        a designation made before January 1, 1984, in accordance with Section
                        242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
                        provisions of the plan that relate to Section 242(b)(2) of TEFRA.
                    

                
	
                	 
	 	
                               
                (b)           Time and Manner
                of Distribution.
	
                	 
	 	
                    
                                                        (1) 
                           Required Beginning Date. The Participant’s
                        entire interest will be distributed, or begin to be distributed, to the
                        Participant no later than the Participant’s required beginning
                        date.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                           Death of Participant Before Distributions Begin.
                        If the Participant dies before distributions begin, the Participant’s
                        entire interest will be distributed, or begin to be distributed, no later
                        than as follows:
                    

                
	
                	 
	 	
                                                                (A) 
                   If the Participant’s surviving Spouse is the 



        	
                    



                    
                    25

                    

                



        

        


        	 	
                    
                        Participant’s
                        sole designated Beneficiary, then distributions to the surviving Spouse
                        will begin by December 31 of the calendar year immediately following the
                        calendar year in which the Participant died, or by December 31 of the
                        calendar year in which the Participant would have attained age 70 1/2, if
                        later.
                    

                
	
                	 
	 	
                    
                                        
                                                        (B) 
                           If the Participant’s surviving Spouse is not the
                        Participant’s sole designated Beneficiary, the Participant’s
                        entire interest will be distributed to the designated Beneficiary by
                        December 31 of the calendar year containing the fifth anniversary of the
                        Participant’s death. If the Participant’s surviving Spouse is
                        the Participant’s sole designated Beneficiary and the surviving
                        Spouse dies after the Participant but before distributions to either the
                        Participant or the surviving Spouse begin, this provision will apply as if
                        the surviving Spouse were the Participant.
                    

                
	
                	 
	 	
                    
                                        
                                                        (C) 
                           If there is no designated Beneficiary as of September 30
                        of the year following the year of the Participant’s death, the
                        Participant’s entire interest will be distributed by December 31 of
                        the calendar year containing the fifth anniversary of the
                        Participant’s death.
                    

                
	
                	 
	 	
                    
                                                                        (D) 
                           If the Participant’s surviving Spouse is the
                        Participant’s sole designated Beneficiary and the surviving Spouse
                        dies after the Participant but before distributions to the surviving Spouse
                        begin, this Section 18.17(b)(2), other than Section 18.17(b)(2)(A), will
                        apply as if the surviving Spouse were the Participant.
                    

                
	
                	 
	 	
                    
                                        For
                        purposes of this Section 18.17(b)(2) and Section 18.17(d) below, unless
                        Section 18.17(b)(2)(D) applies, distributions are considered to begin on
                        the Participant’s required beginning date. If Section 18.17(b)(2)(D)
                        applies, distributions are considered to begin on the date distributions
                        are required to begin to the surviving Spouse under Section 18.17(b)(2)(A).
                        If distributions under an annuity purchased from an insurance company
                        irrevocably commence to the Participant before the Participant’s
                        required beginning date (or to the Participant’s surviving Spouse
                        before the date distributions are required to begin to the surviving Spouse
                        under Section 18.17(b)(2)(A), the date distributions are considered to
                        begin is the date distributions actually commence.
                    

                
	
                	 
	 	
                    
                                                        (3) 
                           Forms of Distribution. Unless the
                        Participant’s interest is distributed in the form of an annuity
                        purchased from an insurance company or in a single sum on or before the
                        required beginning date, as of the first distribution calendar year
                        distributions will be made in accordance with Sections 18.17(c) and (d). If
                        the Participant’s interest is distributed in the form of an annuity
                        purchased from an insurance company, distributions thereunder will be made
                        in accordance with the
                    

                



        	
                    



                    
                    26

                    

                



        

        


        	 	
                    
                        requirements of Section
                        401(a)(9) of the Code and the Treasury regulations.
                    

                
	
                	 
	 	
                                (c)           
                Required Minimum Distributions During Participant’s
                Lifetime.
	
                	 
	 	
                    
                                                        (1)          
                        Amount of Required Minimum Distribution For Each Distribution Calendar
                        Year. During the Participant’s lifetime, the minimum amount that
                        will be distributed for each distribution calendar year is the lesser
                        of:
                    

                
	
                	 
	 	
                    
                                                                        (A) 
                        the quotient obtained by dividing the Participant’s account balance
                        by the distribution period in the Uniform Lifetime Table set forth in
                        Section 1.401(a)(9)-9 of the Treasury regulations, using the
                        Participant’s age as of the Participant’s birthday in the
                        distribution calendar year; or
                    

                
	
                	 
	 	
                    
                                                                        (B) 
                        if the Participant’s sole designated Beneficiary for the distribution
                        calendar year is the Participant’s Spouse, the quotient obtained by
                        dividing the Participant’s account balance by the number in the Joint
                        and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
                        regulations, using the Participant’s and Spouse’s attained ages
                        as of the Participant’s and Spouse’s birthdays in the
                        distribution calendar year.
                    

                
	
                	 
	 	
                    
                                                        (2)          
                        Lifetime Required Minimum Distributions Continue Through Year of
                        Participant’s Death. Required minimum distributions will be
                        determined under this Section 18.17(c) beginning with the first
                        distribution calendar year and up to and including the distribution
                        calendar year that includes the Participant’s date of death.
                    

                
	
                	 
	 	
                                (d)           
                Required Minimum Distributions After Participant’s Death.
	
                	 
	 	
                                                (1)          
                Death On or After Date Distributions Begin.
	
                	 
	 	
                    
                                                                       (A) 
                           Participant Survived by Designated Beneficiary. If
                        the Participant dies on or after the date distributions begin and there is
                        a designated Beneficiary, the minimum amount that will be distributed for
                        each distribution calendar year after the year of the Participant’s
                        death is the quotient obtained by dividing the Participant’s account
                        balance by the longer of the remaining life expectancy of the Participant
                        or the remaining life expectancy of the Participant’s designated
                        Beneficiary, determined as follows:
                    

                
	
                	 
	 	
                    
                                                                                        (i) 
                           The Participant’s remaining life expectancy is
                        calculated using the age of the Participant in the year of
                    

                



        	
                    



                    
                    27

                    

                



        

        


        	 	
                    
                        death, reduced by one
                        for each subsequent year.
                    

                
	
                	 
	 	
                    
                                                                                        (ii) 
                           If the Participant’s surviving Spouse is the
                        Participant’s sole designated Beneficiary, the remaining life
                        expectancy of the surviving Spouse is calculated for each distribution
                        calendar year after the year of the Participant’s death using the
                        surviving Spouse’s age as of the Spouse’s birthday in that
                        year. For distribution calendar years after the year of the surviving
                        Spouse’s death, the remaining life expectancy of the surviving Spouse
                        is calculated using the age of the surviving Spouse as of the
                        Spouse’s birthday in the calendar year of the Spouse’s death,
                        reduced by one for each subsequent calendar year.
                    

                
	
                	 
	 	
                    
                                                                                        (iii) 
                           If the Participant’s surviving Spouse is not the
                        Participant’s sole designated Beneficiary, the designated
                        Beneficiary’s remaining life expectancy is calculated using the age
                        of the Beneficiary in the year following the year of the
                        Participant’s death, reduced by one for each subsequent year.
                    

                
	
                	 
	 	
                    
                                                                        (B) 
                           No Designated Beneficiary. If the Participant dies
                        on or after the date distributions begin and there is no designated
                        Beneficiary as of September 30 of the year after the year of the
                        Participant’s death, the minimum amount that will be distributed for
                        each distribution calendar year after the year of the Participant’s
                        death is the quotient obtained by dividing the Participant’s account
                        balance by the Participant’s remaining life expectancy calculated
                        using the age of the Participant in the year of death, reduced by one for
                        each subsequent year.
                    

                
	
                	 
	 	
                                                (2) 
                   Death Before Date Distributions Begin.
	
                	 
	 	
                    
                                                                        (A)          
                         Participant Survived by Designated Beneficiary. To the extent
                        Section 18.17(b)(2)(B) does not contain the ‘five-year rule,’
                        if the Participant dies before the date distributions begin and there is a
                        designated Beneficiary, the minimum amount that will be distributed for
                        each distribution calendar year after the year of the Participant’s
                        death is the quotient obtained by dividing the Participant’s account
                        balance by the remaining life expectancy of the Participant’s
                        designated Beneficiary, determined as provided in Section
                        18.17(d)(1).
                    

                
	
                	 
	 	
                    
                                                                        (B)          
                        No Designated Beneficiary. If the Participant dies before the date
                        distributions begin and there is no designated Beneficiary as of September
                        30 of the year following the year of the Participant’s death,
                        distribution of the Participant’s entire interest will be completed
                        by December 31 of the calendar year containing the fifth anniversary of the
                        Participant’s death.
                    

                
	
                	 
	 	
                                                               
                (C)           Death of
                Surviving Spouse Before 



        	
                    



                    
                    28

                    

                



        

        


        	 	
                    
                        Distributions to
                        Surviving Spouse Are Required to Begin. If the Participant dies before
                        the date distributions begin, the Participant’s surviving Spouse is
                        the Participant’s sole designated Beneficiary, and the surviving
                        Spouse dies before distributions are required to begin to the surviving
                        Spouse under Section 18.17(b)(2)(A), this Section 18.17(d)(2) will apply as
                        if the surviving Spouse were the Participant.
                    

                
	
                	 
	 	
                               
                (e)          
                Definitions.
	
                	 
	 	
                    
                                                        (1) 
                           Designated Beneficiary. The individual who is
                        designated as the Beneficiary under Section 12.3 and is the designated
                        Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,
                        Q&A-4, of the Treasury Regulations.
                    

                
	
                	 
	 	
                    
                                                        (2) 
                           Distribution calendar year. A calendar year for
                        which a minimum distribution is required. For distributions beginning
                        before the Participant’s death, the first distribution calendar year
                        is the calendar year immediately preceding the calendar year which contains
                        the Participant’s required beginning date. For distributions
                        beginning after the Participant’s death, the first distribution
                        calendar year is the calendar year in which distributions are required to
                        begin under Section 18.17(b)(2). The required minimum distribution for the
                        Participant’s first distribution calendar year will be made on or
                        before the Participant’s required beginning date. The required
                        minimum distribution for other distribution calendar years, including the
                        required minimum distribution for the distribution calendar year in which
                        the Participant’s required beginning date occurs, will be made on or
                        before December 31 of that distribution calendar year.
                    

                
	
                	 
	 	
                    
                                                        (3) 
                           Life expectancy. Life expectancy as computed by
                        use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
                        Regulations.
                    

                
	
                	 
	 	
                    
                                                        (4) 
                           Participant’s account balance. The account
                        balance as of the last valuation date in the calendar year immediately
                        preceding the distribution calendar year (valuation calendar year)
                        increased by the amount of any contributions made and allocated or
                        forfeitures allocated to the account balance as of dates in the valuation
                        calendar year after the valuation date and decreased by distributions made
                        in the valuation calendar year after the valuation date. The account
                        balance for the valuation calendar year includes any amounts rolled over or
                        transferred to the Plan either in the valuation calendar year or in the
                        distribution calendar year if distributed or transferred in the valuation
                        calendar year.
                    

                
	
                	 
	 	
                    
                                                        (5) 
                           Required beginning date. The date specified in
                        Section 10.2.”
                    

                



        	
                    



                    
                    29

                    

                



        

        


        	
                    
                                    14.
                     Effective January 1, 2003, by adding the following new Appendix 1.37 to
                    the Plan as a part thereof:


                    
                    “APPENDIX 1.37

                    TO

                    BP DIRECTSAVE PLAN


                    
                    ADDITIONAL CATEGORIES
                    OF ELIGIBLE EMPLOYEES


                    1.
                     Effective January 1, 2003: Hourly at-site retail Employees of BP
                    West Coast Products LLC”

                
	 
                



        	 	
                    
                        15.
                          Effective January 1, 2003, by adding the following language to
                        the end of Appendix 1.41 to the Plan as a part thereof:
                    

                
	
                	 



        	 	“2.
                          BP West Coast Products
                LLC”



        	 
                
	
                    
                                    
                    16.   Effective
                    January 1, 2003, by adding the following new Appendix 16.3 to the Plan as a
                    part thereof:


                    
                    “APPENDIX 16.3

                    TO

                    BP DIRECTSAVE PLAN

                
	 
                



        	 	SUPPLEMENT
                A
	
                	 
	 	
                    
                           16.3      (a)           
                        Purpose. The purpose of this Supplement A is to set forth specific
                        provisions of the Plan relating to the Eligible Employees described in Item
                        1 of Appendix 1.37 to the Plan (the ‘BP West Coast Products
                        Participants’).
                    

                
	
                	 
	 	
                    
                                        (b)           
                        Match Contributions. Notwithstanding anything to the contrary in the
                        Plan, as of January 1, 2003, for each BP West Coast Products Participant,
                        with respect to each applicable payroll period, the Employer will
                        contribute as soon as reasonably possible to the Trust as a Match
                        Contribution for investment in the Company Stock Fund an amount that is
                        equal to 100 percent of the sum of the After-Tax and Before-Tax
                        Contributions, not in excess of 3 percent of Compensation, and not to
                        exceed $400 per Plan Year, made on behalf of, or by, each BP West Coast
                        Products Participant during such payroll period; provided, however,
                        that no Match Contributions made with respect to a year on behalf of a BP
                        West Coast Products Participant may exceed the limitations set forth in
                        Article IV. Match Contributions made on behalf of a BP West Coast
                    

                



        	
                    



                    
                    30

                    

                



        

        


        	 	
                    
                        Products Participant
                        will be allocated and posted to such BP West Coast Products
                        Participant’s Match Account. Company Match Contributions will be made
                        in the sole discretion of the Company in the form of cash or Company
                        Stock.”
                    

                



        	 
                
	
                    
                                    
                    In all other respects, the Plan will remain in full force and
                    effect.


                    
                    *   *  
                    *   *   *


                    
                                    I,
                    Donald Packham, Senior Vice President, Human Resources, of the
                    Corporation, hereby approve and adopt the foregoing amendment to the
                    Plan.

                



        	 	 
	 	Dated this 31st
                day of December, 2002.
	 	 
	 	
                /s/ Donald Packham	
                
	 	Senior Vice
                President, Human Resources

                BP Corporation North America Inc.



        	 
                
	
                



        	
                    



                    
                    31

                    

                



        

        


        	
                    THIRD
                    AMENDMENT

                    OF


                    
                                    
                    18.17      
                    BP DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    WHEREAS, BP
                    Corporation North America Inc. (the “Corporation”) maintains the BP
                    DirectSave Plan (the “Plan”);


                    
                                    WHEREAS, the
                    Plan has previously been amended and further amendment of the Plan is now
                    considered desirable; and


                    
                                    WHEREAS, pursuant
                    to the power delegated to a Designated Officer under Section 16.1 of the Plan,
                    the Senior Vice President, Human Resources, as a Designated Officer of the
                    Corporation, has the authority to amend the Plan;


                    
                                    NOW,
                    THEREFORE, the Senior Vice President, Human Resources, of the Corporation
                    hereby amends the Plan in the following particulars:


                    
                                    
                    1.  Effective April 1,
                    2003, by substituting the references in Section 1.37 of the Plan to
                    “Air BP into plane fueling or tank farm operations” with “Air
                    BP Into Plane Fueling or Fuel System Operations”.


                    
                                    
                    2.  Effective March 3,
                    2003, by adding the following new sentence to the end of Section 8.6 of the
                    Plan as a part thereof:

                
	 
                



        	 	
                    
                        “ Loans may be
                        prepaid in full or in part at any time.” 
                    

                



        	 
                
	
                    
                                    
                    3.  Effective April 1,
                    2003, by adding the following new paragraph (c) to the end of Appendix 16.3,
                    Supplement A, of the Plan as a part thereof:

                
	 
                



        	 	
                    
                                  
                        “(c)   
                        Employer Contribution on Return from Qualified Military Leave. If a
                        BP West Coast Products Participant: (i) was absent from employment for
                        qualified military service with the armed forces of the United
                        States, (ii) returns to employment after March 31, 2003 and within the
                        period required by the Uniform Services Employment and Reemployment Rights
                        Act of 1994, or any successor statute, and (iii) was a BP West Coast
                        Products
                    

                



        	
                    



                    
                    32

                    

                



        

        


        	 	
                    
                        Participant at the
                        commencement of the qualified military leave, then following his return to
                        employment with an Employer, the Employer will contribute to the Trust an
                        amount determined under this paragraph (c) of Appendix 16.3 as a
                        contribution to the Participant’s Match Account and invested in the
                        Company Stock Fund as soon as administratively practicable following the BP
                        West Coast Products Participant’s return from qualified military
                        leave. The amount of the contribution will equal the maximum Match
                        Contribution the BP West Coast Products Participant would have been
                        entitled to under paragraph (b) above had the BP West Coast Products
                        Participant not been on qualified military leave and been contributing to
                        the Plan during the leave period at a rate which would have entitled the BP
                        West Coast Products Participant to the highest possible Match Contribution,
                        reduced by the Match Contribution actually made on behalf of the BP West
                        Coast Products Participant during the leave period; provided, however,
                        that no contribution made with respect to a year on behalf of a BP West
                        Coast Products Participant may exceed the limitations under Section 415 of
                        the Code applicable to the year to which the missed Match Contribution
                        relates. The missed compensation to be considered for purposes of
                        calculating the contribution under this paragraph (c) will be the BP West
                        Coast Products Participant’s compensation as that term is defined
                        under Section 414(u)(7) of the Code, reduced by Compensation actually paid
                        to the BP West Coast Products Participant during the leave period. The
                        contribution under this paragraph (c) will be in satisfaction of any amount
                        otherwise required to be contributed by the Employer pursuant to Section
                        414(u) of the Code or paragraph (b) of Appendix 16.3 of the
                        Plan.”
                    

                



        	 
                
	
                    
                                    
                      In all other respects, the Plan will remain in full force and
                    effect.


                    
                    *   *  
                    *   *   *


                    
                                    I,
                    Donald Packham, Senior Vice President, Human Resources, of the Corporation,
                    hereby approve and adopt the foregoing amendment to the Plan.

                



        	 	 
	 	Dated this 31st
                day of  March, 2003.
	 	 
	 	
                /s/ Donald Packham	
                
	 	Senior Vice
                President, Human Resources

                BP Corporation North America Inc.



        	
                    



                    
                    33

                    

                



        

        


        	
                
	 
                



        	
                    
                    FOURTH AMENDMENT

                    OF

                    BP DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    WHEREAS,
                    BP Corporation North America Inc. (the “Corporation”) maintains the
                    BP DirectSave Plan (the “Plan”);


                    
                                    WHEREAS,
                    the Plan has previously been amended and further amendment of the Plan is now
                    considered desirable; and


                    
                                    WHEREAS,
                    pursuant to the power delegated to a Designated Officer under Section 16.1 of
                    the Plan, the Senior Vice president, Human Resources, as a Designated Officer
                    of the Corporation, has the authority to amend the Plan:


                    
                                    NOW,
                    THEREFORE, the Senior Vice president, Human Resources of the Corporation hereby
                    amends the Plan, effective as of January 1, 2002, by adding the following new
                    paragraph at the end of the Introduction:

                
	 
                



        	 	
                    
                                        “The
                        Plan, as set forth in this document, is hereby effective as amended and
                        restated as of January 1, 2002, except to the extent that failure to
                        retroactively make any provision effective prior to January 1, 2002, would
                        result in the Plan (as it existed prior to January 1, 2002) containing a
                        disqualifying provision, as defined in Revenue Procedure 99-23 (as modified
                        by any Treasury guidance modifying the term “disqualifying
                        provision”), or an operational defect, as defined in Revenue
                        Procedure 2001-17 (as modified by any Treasury guidance modifying the term
                        “operational defect”), in which case such provision (and any
                        definitions pertinent to the application of such provision) shall be
                        retroactively effective to a date which will result in no such
                        disqualifying provision or operational defect in the Plan prior to January
                        1, 2002.”
                    

                



        	 
                
	
                    
                    *   *  
                    *   *   *


                    
                                    I,
                    Donald Packham, Senior Vice President, Human Resources of the Corporation,
                    hereby approve and adopt the foregoing amendment to the Plan.

                
	 



        	 	 
	 	Dated
                this 16th day of  October, 2003.
	 	 
	 	
                /s/ Donald Packham	
                
	 	Senior Vice
                President, Human Resources

                BP Corporation North America Inc.



        	
                    



                    
                    34

                    

                



        

        


        	
                    FIFTH
                    AMENDMENT

                    OF

                    BP DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    
                    WHEREAS, BP Corporation
                    North America Inc. (the “Corporation”) maintains the BP DirectSave
                    Plan (the “Plan”); and


                    
                                    
                    WHEREAS, the Plan has
                    previously been amended and further amendment of the Plan now is considered
                    desirable; and


                    
                                    
                    WHEREAS, pursuant to the
                    power delegated to a Designated Officer under Section 16.1 of the Plan, the
                    Senior Vice President, Human Resources, as a Designated officer of the
                    Corporation, has the authority to amend the Plan; and


                    
                                    
                    WHEREAS, in all other
                    respects, the Plan, as amended, will continue in full force and
                    effect.


                    
                                    
                    NOW, THEREFORE, the Senior
                    Vice President, Human Resources, of the Corporation hereby amends the Plan, in
                    the following particulars:


                    
                                    
                    1.  Effective April 1,
                    2003, by substituting the following for the first sentence of paragraph (c) of
                    Appendix 16.3 to the Plan:

                
	 
                



        	 	
                    
                        “(c)   
                        Employer Contribution on Return from Qualified Military Leave. If a
                        BP West Coast Products Participant: (i) was absent from employment for
                        qualified military service with the armed forces of the United States on or
                        after January 1, 2001, (ii) returns to employment with the Employer
                        within the period required by the Uniform Services Employment and
                        Reemployment Rights Act of 1994, or any successor statute, and (iii)
                        was eligible to participate in the BP West Coast Products Participant at
                        the commencement of the qualified military leave, then following his return
                        to employment with an Employer, the Employer will contribute to the Trust
                        an amount determined under this paragraph (c) of Appendix 16.3 as a
                        contribution to the Participant’s Match Account and invested in the
                        Company Stock Fund as soon as administratively practicable following the BP
                        West Coast Products Participant’s return from qualified military
                        leave.”
                    

                



        	
                    



                     

                    

                



        

        


        	
                    
                                    
                    2.  Effective December
                    31, 2003, by adding the following language to the end of Section 6.5 of the
                    Plan as part thereof:

                
	 
                



        	 	
                    
                        “In addition, the
                        Plan Administrator reserves the right to take any and all actions he
                        determines to be appropriate to minimize plan disruptions, and to protect
                        the interest of all Plan Participants, including disruptions caused by
                        excessive Participant trading or for any other reason. Such actions may
                        include establishing redemption fees (and the terms and conditions thereof)
                        or establishing rules which may operate to limit or restrict Participant
                        rights under the Plan to effectuate transactions. The Plan Administrator
                        may implement such actions without prior notice to Plan
                        Participants.”
                    

                



        	 
                
	
                    
                                    
                    3.  Effective January
                    1, 2004, by adding the following clarifying language to the end of Section
                    7.1(e) of the Plan as part thereof:

                
	 
                



        	 	
                    
                        “; provided
                        however, that the expiration of a contract period for term contract
                        employees will not be considered an involuntary termination nor a
                        separation agreement resulting in full vesting under the
                        Plan.”
                    

                



        	 
                
	
                    
                                    
                    4.  Effective
                    September 30, 2003, by substituting the following for Appendix 1.54 of the
                    Plan:


                    
                                    
                    18.18      
                    “APPENDIX 1.54


                    
                    TO


                    
                                                    
                    (a)          
                    BP EMPLOYEE SAVINGS PLAN


                    
                                                    
                    (b)          
                    CORE INVESTMENT OPTIONS

                
	 
                



        	 	
                Short-Term
	 	 	Short-Term
                Investments Fund
	 	 	 	 
	 	
                Bond
	 	 	Bond Index
                Fund
	 	 	Bond Index Fund
                - Long Duration
	 	 	Bond Index Fund
                - Short Duration
	 	 	Income Fund
                (frozen – closed to new investments)
	 	 	 	 
	 	
                Hybrid	 
	 	 	Balanced Index
                Fund – Aggressive
	 	 	Balanced Index
                Fund – Conservative
	 	 	Balanced Index
                Fund – Moderate



        	
                    



                    
                    36

                    

                



        

        


        	 	Large
                Cap
	 	 	Equity Index
                Fund
	 	 	Equity Index
                Fund – Growth
	 	 	Equity Index
                Fund – Value
	 	 	 	 
	 	Mid
                Cap
	 	 	Mid-Cap Equity
                Index Fund
	 	 	 	 
	 	Small
                Cap
	 	 	Small-Cap
                Equity Index Fund
	 	 	Small-Cap
                Equity Index Fund – Growth
	 	 	Small-Cap
                Equity Index Fund – Value
	 	 	 	 
	 	
                International
	 	 	International
                Equity Index Fund
	 	 	International
                Equity Index Fund – Europe
	 	 	International
                Equity Index Fund – Pacific
	 	 	 	 
	 	Company
                Stock
	 	 	BP Stock
                Fund



        	 
                
	
                    
                    MUTUAL FUND WINDOW
                    INVESTMENT OPTIONS

                
	 
                



        	 	
                Short-Term
	 	 	Fidelity
                Retirement Money Market Portfolio
	 	 	Fidelity
                Spartan U.S. Treasury Money Market Fund
	 	 	 	 
	 	Bond
                Funds
	 	 	
                Intermediate-Term
                Government
	 	 	 	Fidelity Government Income
                Fund
	 	 	 	Strong Government
                Securities Fund
	 	 	 	T. Rowe Price U.S. Treasury
                Intermediate Bond Fund
	 	 	 	USAA GNMA Trust
	 	 	 	 
	 	 	Long-Term
                Government
	 	 	 	PIMCO Long-Term U.S.
                Government Fund
	 	 	 	 
	 	 	Short-Term
                Bond
	 	 	 	Harbor Short Duration
                Fund
	 	 	 	Fidelity Institutional
                Short-Intermediate Government Fund
	 	 	 	PIMCO Low Duration
                Fund



        	
                    



                    
                    37

                    

                



        

        


        	 	 	
                Intermediate-Term
                Bond
	 	 	 	Dodge & Cox Income
                Fund
	 	 	 	Dreyfus Premier Core Bond
                Fund
	 	 	 	Fidelity Investment Grade
                Bond Fund
	 	 	 	Harbor Bond
                Fund
	 	 	 	INVESCO Select Income
                Fund
	 	 	 	Janus Flexible Income
                Fund
	 	 	 	MSIF Trust Core Plus Fixed
                Income Portfolio
	 	 	 	PIMCO Total Return
                Fund
	 	 	 	PIMCO Total Return Fund
                III
	 	 	 	T. Rowe Price Spectrum
                Income Fund
	 	 	 	USAA Income
                Fund
	 	 	 	 
	 	 	High Yield
                Bond
	 	 	 	Fidelity Capital &
                Income Fund
	 	 	 	Fidelity High Income
                Fund
	 	 	 	INVESCO High Yield
                Fund
	 	 	 	MSIF Trust High Yield
                Portfolio
	 	 	 	PIMCO High Yield
                Fund
	 	 	 	 
	 	 	Convertible
                Bond
	 	 	 	Fidelity Convertible
                Securities Fund
	 	 	 	Calamos Convertible Fund
                – Class A (closed to new investments 4/30/03)
	 	 	 	 
	 	 	Emerging
                Markets Bond
	 	 	 	Fidelity New Markets Income
                Fund
	 	 	 	 
	 	 	International
                Bond
	 	 	 	Payden & Rygel Global
                Fixed Income Fund
	 	 	 	PIMCO Foreign Bond
                Fund
	 	 	 	 
	 	Hybrid
                Funds
	 	 	Domestic
                Hybrid
	 	 	 	Calvert Social Investment
                Fund Balanced Portfolio
	 	 	 	Columbia Balanced Fund,
                Inc.
	 	 	 	Dreyfus Founders Balanced
                Fund
	 	 	 	Dreyfus Premier Balanced
                Fund
	 	 	 	Fidelity Balanced
                Fund
	 	 	 	Fidelity
                Puritan® Fund
	 	 	 	INVESCO Total Return
                Fund
	 	 	 	Janus Balanced
                Fund
	 	 	 	MSIF Trust Balanced
                Portfolio
	 	 	 	Vanguard Asset Allocation
                Fund
	 	 	 	Vanguard Wellesley Income
                Fund
	 	 	 	Vanguard Wellington
                Fund



        	
                    



                    
                    38

                    

                



        

        


        	 	Large Cap
                U.S. Stock Funds
	 	 	Large Cap
                Value
	 	 	 	American Century Income
                & Growth Fund
	 	 	 	American Fundamental
                Investors Fund
	 	 	 	American Mutual
                Fund
	 	 	 	American Investment Company
                of America
	 	 	 	American Washington Mutual
                Investors Fund 
	 	 	 	Clipper Fund
	 	 	 	Credit Suisse Large Cap
                Value Fund
	 	 	 	Dreyfus Premier Strategic
                Value Fund
	 	 	 	Fidelity Equity-Income
                Fund
	 	 	 	Fidelity Equity-Income II
                Fund
	 	 	 	INVESCO Value Equity
                Fund
	 	 	 	T. Rowe Price Dividend
                Growth Fund
	 	 	 	T. Rowe Price Equity Income
                Fund, Inc.
	 	 	 	T. Rowe Price Value
                Fund
	 	 	 	Vanguard Equity Income
                Fund
	 	 	 	Vanguard Windsor
                Fund
	 	 	 	Vanguard Windsor II
                Fund
	 	 	 	 
	 	 	Large Cap
                Blend
	 	 	 	Credit Suisse Capital
                Appreciation Fund
	 	 	 	Domini Social Equity
                Fund
	 	 	 	Dreyfus Appreciation Fund,
                Inc.
	 	 	 	Dreyfus Disciplined Stock
                Fund
	 	 	 	Fidelity Disciplined Equity
                Fund
	 	 	 	Fidelity Dividend Growth
                Fund
	 	 	 	Fidelity Export and
                Multinational Fund
	 	 	 	Fidelity
                Fiftysm
	 	 	 	Fidelity Fund
	 	 	 	Fidelity Trend
                Fund
	 	 	 	INVESCO Core Equity Income
                Fund
	 	 	 	Legg Mason Value Trust,
                Inc.
	 	 	 	Neuberger Berman Socially
                Responsive Trust
	 	 	 	PIMCO StocksPLUS
                Fund
	 	 	 	MSIF Trust Equity
                Portfolio
	 	 	 	Putnam Investors Fund
                A
	 	 	 	Vanguard Growth and Income
                Fund
	 	 	 	Vanguard PRIMECAP
                Fund



        	
                    



                    
                    39

                    

                



        

        


        	 	 	Large Cap
                Growth
	 	 	 	AIM Blue Chip
                Fund
	 	 	 	Alger Capital Appreciation
                Institutional Portfolio
	 	 	 	American Century Equity
                Growth Fund
	 	 	 	Columbia Growth
                Fund
	 	 	 	Dreyfus Founders Growth
                Fund F
	 	 	 	Dreyfus Premier Third
                Century Fund, Inc.
	 	 	 	Fidelity Capital
                Appreciation Fund
	 	 	 	Fidelity Blue Chip Growth
                Fund
	 	 	 	Fidelity Growth Company
                Fund
	 	 	 	Fidelity Large Cap Stock
                Fund
	 	 	 	Fidelity Independence
                Fund
	 	 	 	Fidelity OTC
                Portfolio
	 	 	 	Fidelity Focused Stock
                Fund
	 	 	 	Harbor Capital Appreciation
                Fund
	 	 	 	INVESCO Growth
                Fund
	 	 	 	Janus Fund
	 	 	 	Janus Growth and Income
                Fund
	 	 	 	Janus Twenty
                Fund
	 	 	 	Merrill Lynch Fundamental
                Growth Fund, Inc.
	 	 	 	Morgan Stanley Dean Witter
                Institutional Fund, Inc. –

                       Equity Growth Portfolio Class
                A
	 	 	 	Papp America – Abroad
                Fund
	 	 	 	Scudder Large Company
                Growth Fund
	 	 	 	Strong Growth
                Fund
	 	 	 	Strong Large Cap Growth
                Fund
	 	 	 	T. Rowe Price Blue Chip
                Growth Fund
	 	 	 	T. Rowe Price Growth Stock
                Fund
	 	 	 	USAA Growth
                Fund
	 	 	 	Vanguard U.S. Growth
                Fund
	 	 	 	 
	 	Medium Cap
                U.S. Stock Funds
	 	 	Medium Cap
                Value
	 	 	 	American Century Equity
                Income Fund

                American Century Value Fund

                Fidelity Value Fund

                Strong Multi-Cap Value Fund
	 	 	 	 
	 	 	Medium Cap
                Blend
	 	 	 	Ariel Appreciation
                Fund
	 	 	 	Legg Mason Special
                Investment Trust, Inc.
	 	 	 	Montgomery Global 20
                Fund® – Class R (eliminated 6/19/03)
	 	 	 	Strong Opportunity
                Fund
	 	 	 	 
	 	 	Medium Cap
                Growth
	 	 	 	Alger MidCap Growth Institutional Portfolio

                Baron Asset Fund

                Credit Suisse Emerging Growth Fund

                Delaware Trend Fund

                Fidelity Aggressive Growth Fund

                Fidelity Mid-Cap Stock Fund

                INVESCO Dynamics Fund

                MSIF Trust Mid Cap Growth

                T. Rowe Price Mid-Cap Growth Fund



        	
                    



                    
                    40

                    

                



        

        


        	 	Small Cap
                U.S. Stock Funds
	 	 	Small Cap
                Value
	 	 	 	Franklin Balance Sheet
                Investment Fund Class A
	 	 	 	PIMCO NFJ Small-Cap Value
                Fund
	 	 	 	 
	 	 	Small Cap
                Blend
	 	 	 	Credit Suisse Small Cap
                Value Fund
	 	 	 	Morgan Stanley
                Institutional Small Cap Core Portfolio
	 	 	 	Neuberger Berman Genesis
                Trust
	 	 	 	T. Rowe Price Small-Cap
                Stock Fund
	 	 	 	 
	 	 	Small Cap
                Growth
	 	 	 	Alger Small Cap
                Institutional Portfolio
	 	 	 	Baron Growth
                Fund
	 	 	 	Dreyfus Founders Discovery
                Fund F
	 	 	 	Fidelity Small Cap
                Independence
	 	 	 	Franklin Small Mid Cap
                Growth Fund I – Class A
	 	 	 	INVESCO Small Company
                Growth Fund
	 	 	 	Liberty Acorn
                Fund
	 	 	 	Managers Special Equity
                Fund
	 	 	 	Morgan Stanley Dean Witter
                Institutional Fund, Inc. – 
	 	 	 	
                               
                Small Company Growth-Portfolio Class B
	 	 	 	PIMCO Emerging Companies
                Fund
	 	 	 	 
	 	Specialty
                U.S. Stock Funds
	 	 	
                Specialty-Health
                Care
	 	 	 	INVESCO Health Sciences
                Fund
	 	 	 	T. Rowe Price Health
                Sciences Fund
	 	 	 	 
	 	 	
                Specialty-Natural
                Resources
	 	 	 	T. Rowe Price New Era
                Fund
	 	 	 	 
	 	 	Specialty-Real
                Estate
	 	 	 	Cohen & Steers Realty
                Shares
	 	 	 	Fidelity Real Estate
                Investment Portfolio
	 	 	 	 
	 	 	Specialty
                Technology
	 	 	 	Morgan Stanley
                Institutional Fund, Inc. –
	 	 	 	Technology Portfolio Class
                A
	 	 	 	Munder NetNet
	 	 	 	PBGH Technology &
                Communications Fund
	 	 	 	PIMCO PEA Innovation
                Institutional Fund
	 	 	 	 
	 	 	
                Specialty-Utilities
	 	 	 	Fidelity Utilities
                Fund
	 	 	 	INVESCO Utilities
                Fund



        	
                    



                    
                    41

                    

                



        

        


        	 	
                International Stock
                Funds
	 	 	Foreign
                Stock
	 	 	 	
                    American
                    Century International Growth Fund

                    Credit Suisse International Focus Fund

                    Fidelity Aggressive International Fund

                    Fidelity Diversified International Fund

                    Fidelity Emerging Markets Fund

                    Fidelity Global Balanced Fund

                    Fidelity International Growth & Income Fund

                    Fidelity Overseas Fund

                    GAM International Fund A

                    J.P. Morgan Fleming International Value Fund

                    Lazard Emerging Markets Portfolio

                    Lazard International Equity Portfolio

                    Managers International Equity Fund

                    Putnam International Equity Fund A

                    Scudder International Equity Fund

                    Templeton Developing Markets Trust A

                    Templeton Foreign Fund A

                    Templeton Institutional Funds, Inc. – Emerging Markets Series

                
	 	 	 	 
	 	 	Europe
                Stock
	 	 	 	Fidelity Europe Capital
                Appreciation Fund
	 	 	 	Fidelity Europe
                Fund
	 	 	 	INVESCO European
                Fund
	 	 	 	Merrill Lynch
                EuroFund
	 	 	 	Putnam Europe Equity Fund
                A
	 	 	 	T. Rowe Price European
                Stock Fund
	 	 	 	 
	 	 	Latin America
                Stock
	 	 	 	Fidelity Latin America
                Fund
	 	 	 	Scudder Latin America
                Fund
	 	 	 	T. Rowe Price Latin America
                Fund
	 	 	 	 
	 	 	Diversified
                Pacific Asia Stock
	 	 	 	Fidelity Pacific Basin
                Fund
	 	 	 	Fidelity Southeast Asia
                Fund
	 	 	 	Merrill Lynch Pacific Fund,
                Inc.
	 	 	 	 
	 	 	Pacific/Asia Ex
                Japan Stock
	 	 	 	AIM Asian Pacific Growth
                Fund A
	 	 	 	Scudder Pacific
                Opportunities Fund – Class S



        	
                    



                    
                    42

                    

                



        

        


        	 	 	Japan
                Stock
	 	 	 	Fidelity Japan
                Fund
	 	 	 	The Japan Fund, Inc. -
                Class S
	 	 	 	 
	 	 	World
                Stock
	 	 	 	AIM Global Growth A
                Fund

                American Funds Capital World Growth and Income Fund

                American Funds New Perspective Fund

                Dreyfus Premier Worldwide Growth Fund, Inc.

                Janus Worldwide Fund

                Mutual Discovery Fund Class A

                Putnam Global Equity Fund A

                Templeton Growth Fund, Inc. A

                Templeton World Fund A
	 
	 	Hybrid Asset
                Allocation Funds
	 	 	
                    Fidelity
                    Freedom Income® Fund

                    Fidelity Freedom 2000® Fund

                    Fidelity Freedom 2010® Fund

                    Fidelity Freedom 2020® Fund

                    Fidelity Freedom 2030® Fund”

                
	 



        	
                    
                    *    
                    *     *     *    
                    *


                    
                                    
                    I, Donald Packham, Senior
                    Vice President, Human Resources, of the Corporation, hereby approve and adopt
                    the foregoing amendment to the Plan.

                
	 
                



        	 	Dated this
                23rd day of December, 2003.
	
                	 



        	 	/s/ Donald
                Packham                                               


                 Senior Vice President, Human Resources

                BP Corporation North America Inc.



        	
                    



                    
                    43

                    

                



        

        


        	
                    SIXTH
                    AMENDMENT


                    
                    OF


                    BP
                    DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    
                    WHEREAS, BP Corporation
                    North America Inc. (the “Corporation”) maintains the BP DirectSave
                    Plan (the “Plan”);


                    
                                    
                    WHEREAS, the Plan has
                    previously been amended and further amendment of the Plan now is considered
                    desirable; and


                    
                                    
                    WHEREAS, pursuant to the
                    power delegated to a Designated Officer under Section 16.1 of the Plan, the
                    Senior Vice President, Human Resources, as a Designated Officer of the
                    Corporation (or his delegee), has the authority to amend the Plan;


                    
                                    
                    NOW, THEREFORE, the Senior
                    Vice President, Human Resources (or his delegee), of the Corporation hereby
                    amends the Plan, in the following particulars:


                    
                                    
                    1.  Effective January
                    1, 2004, by substituting the following for Section 1.14 of the Plan:

                
	 
                



        	 	
                    
                                  
                         “1.14  ‘
                        Beneficiary’ means one person, more than one person or a trust
                        or legal entity entitled to receive any benefits payable on the death of a
                        Participant in accordance with Sections 12.3 and 12.5. Beneficiaries shall
                        be designated on such forms or in such manner as determined by the
                        Administrator.”
                    

                



        	 
                
	
                    
                                    
                    2.  Effective January
                    1, 2005, by adding the following sentence to the end of Section 2.1(b) of the
                    Plan as part thereof:

                
	 
                



        	 	
                    
                        “Each person who
                        is an Eligible Employee on or after January 1, 2005, shall become a
                        Participant in the Plan upon both (i) attainting age 21 and (ii) the
                        completing of 6 months of Service, if he is then an Eligible
                        Employee.” 
                    

                



        	 
                
	
                    
                                    
                    3.  Effective January
                    1, 2004, by adding the following new subsection (d) to the end of Section 2.6
                    of the Plan as a part thereof:

                
	 
                



        	 	
                          
                “(d)  To the
                extent determined by resolution of a Designated Officer, a
                Participant’s 



        	
                    



                     

                    

                



        

        


        	 	
                    
                        Service will include
                        his service as an employee of a Related Company, as defined herein, if the
                        Participant was an employee of the Related Company immediately prior to
                        becoming a Participant. A ‘Related Company’ is a company in
                        which a Commonly Controlled Entity has an ownership interest or a company
                        that has provided services to a Commonly Controlled Entity.”
                    

                



        	 
                
	
                    
                                    
                    4.  Effective January
                    1, 2005, by substituting the following for the first sentence of Section 3.3 of
                    the Plan:

                
	 
                



        	 	
                    
                        “Effective
                        January 1, 2005, for each Active Participant, other than an Active
                        Participant who is an Eligible Employee of Air BP, with respect to each
                        applicable payroll period, the Employer will contribute as soon as
                        reasonably possible to the Trust as a Match Contribution for investment in
                        accordance with Section 6.1 of the Plan an amount that is equal to $.50 for
                        each $1.00 of the sum of After-Tax and Before-Tax Contributions, not in
                        excess of 4% of Compensation, made on behalf of, or by, such Participant
                        during such payroll period: provided however, that no Match Contributions
                        made with respect to a year on behalf of a Participant may exceed the
                        limitations set forth in Article IV. Match Contributions shall be allocated
                        to such Participant’s Match Account. Company Match Contributions will
                        be made in the form of cash.”
                    

                



        	 
                
	
                    
                                    
                    5.  Effective January
                    1, 2005, by adding the following new Section 3.6 to the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                                  
                        “3.6  
                        Employer Contribution on Return from Qualified Military Leave. If an
                        Employee eligible for a Company Match under the Plan: (i) was absent
                        from employment for qualified military service with the armed forces of the
                        United States, (ii) returns to employment with the Employer within the
                        period required by the Uniformed Services Employment and Reemployment Act
                        of 1994, or any successor statute, and (iii) was eligible to participate in
                        the Plan at the commencement of the qualified military leave, then
                        following his return to employment with the Employer, the Employer will
                        contribute to the Trust an amount determined under this Section 3.6 as a
                        contribution to the Participant’s Match Account and invested in
                        accordance with Section 6.1 of the Plan as soon as administratively
                        practicable following the Employee’s return from qualified military
                        leave. The amount of the contribution will be equal to the maximum Match
                        Contribution the Employee would have been entitled to under the Plan had
                        the Employee not been on qualified military leave and been contributing to
                        the Plan during the leave period at a rate which would have entitled the
                        Employee to the highest possible Match Contribution, reduced by the Match
                        Contribution actually made on behalf of the Employee during the leave
                        period; provided, however, that no contribution made with respect to a year
                        on behalf of a Participant may exceed the limitations under Section 415 of
                        the Code applicable to the year to which the missed Match Contribution
                        relates. The missed compensation to be considered for purposes of
                        calculation the contribution under this Section 3.6 will be the
                        Employee’s compensation as that term is defined under Section
                        414(u)(7) of the Code, reduced by Compensation actually paid to the
                        Employee
                    

                



        	
                    



                    
                    45

                    

                



        

        


        	 	
                    
                        during the leave
                        period. The contribution under this Section will be in satisfaction of any
                        amount otherwise required to be contributed by the Employer pursuant to
                        Section 414(u) of the Code or Section 2.7 of the Plan.”
                    

                



        	 
                
	
                    
                                    
                    6.  Effective January
                    1, 2005, by deleting the second sentence in Section 6.1(a) of the Plan and by
                    substituting the following for the third sentence in Section 6.1(a) of the
                    Plan:

                
	 
                



        	 	
                    
                        “In the absence
                        of an Investment Election, and subject to such rules as the Administrator
                        may make, Contributions (and loan repayments) will be invested in the
                        Short-Term Investment Fund.”
                    

                



        	 
                
	
                    
                                    
                    7.  Effective June 1,
                    2004, by substituting the following for subparagraphs (2) and (3) of Section
                    7.1 (e) of the Plan:

                
	 
                



        	 	
                    
                                     
                        “(2)  under
                        the terms of a written voluntary or involuntary severance plan of general
                        application duly adopted by the Company; or
                    

                
	
                	 
	 	
                    
                                     
                         (3)  such
                        termination is involuntary and a result of the outsourcing of the
                        Participant’s employment function pursuant to an agreement between a
                        Contractor Firm and an Employer;
                    

                
	
                	 
	 	
                    
                        provided, however, that
                        the expiration or termination of an employment contract between the
                        Employer and Eligible Employee will not be considered an involuntary
                        termination or a severance resulting in full vesting under this Section 7.1
                        of the Plan.”
                    

                



        	 
                
	
                    
                                    
                    8.  Effective January
                    1, 2005, by adding the following new Section 7.6 to the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                                  
                        “7.6      
                        Vesting in Match Account for Active Participants On and After January 1,
                        2005. Each Participant who is an Active Participant in the Plan on
                        January 1, 2005, will have a nonforfeitable interest in his Match Account
                        as determined in accordance with the following schedule:
                    

                
	
                	 



        	 	
                Years of
                Service	 	
                Nonforfeitable
                Percentage	 
	 	Less than
                2	 	
                0%	 
	 	2 but less
                than 3	 	
                25%	 
	 	3 or
                more	 	
                100%”	 



        	 
                
	
                    
                                    
                    9.  Effective
                    September 30, 2004, by substituting the following for Appendix 1.54 of the
                    Plan:

                



        	
                    



                    
                    46

                    

                



        

        


        	
                
	
                “APPENDIX 1.54

                TO

                BP DIRECTSAVE PLAN
	 
	
                CORE INVESTMENT
                OPTIONS



        	 	 	 	 
	
                Short-Term
	 	Short-Term
                Investments Fund
	 
	
                Bond
	 	
                    Bond Index
                    Fund

                    Bond Index Fund - Long Duration

                    Bond Index Fund - Short Duration

                    Income Fund (frozen – closed to new investments)

                
	 
	
                Hybrid
	 	
                    Balanced
                    Index Fund – Aggressive

                    Balanced Index Fund – Conservative

                    Balanced Index Fund – Moderate

                
	 
	Large
                Cap
	 	Equity Index
                Fund
	 	Equity Index
                Fund – Growth
	 	Equity Index
                Fund – Value
	 
	Mid
                Cap
	 	Mid-Cap Equity
                Index Fund
	 
	Small
                Cap
	 	Small-Cap
                Equity Index Fund
	 	Small-Cap
                Equity Index Fund – Growth
	 	Small-Cap
                Equity Index Fund – Value
	 
	
                International
	 	International
                Equity Index Fund
	 	International
                Equity Index Fund – Europe
	 	International
                Equity Index Fund – Pacific
	 
	Company
                Stock
	 	BP Stock
                Fund
	 



        	 	
                                
                MUTUAL FUND WINDOW
                INVESTMENT OPTIONS



        	 
	
                Short-Term
	 	Fidelity
                Retirement Money Market Portfolio
	 	Spartan U.S.
                Treasury Money Market Fund



        	
                    



                    
                    47

                    

                



        

        


        	Bond
                Funds
	 	
                Intermediate-Term
                Government
	 	 	
                    Fidelity
                    Government Income Fund

                    Strong Government Securities Fund-Investor Class

                    T. Rowe Price U.S. Treasury Intermediate Bond Fund

                    USAA GNMA Trust

                
	 
	 	Long-Term
                Government
	 	 	PIMCO Long-Term
                U.S. Government Fund Institutional Class
	 	 
	 	Short-Term
                Bond
	 	 	Harbor Short
                Duration Fund
	 	 	Fidelity
                Institutional Short-Intermediate Government Fund
	 	 	PIMCO Low
                Duration Fund Institutional Class
	 	 
	 	
                Intermediate-Term
                Bond
	 	 	
                    AIM Income
                    Fund-Investor Class

                    Dodge & Cox Income Fund

                    Dreyfus Premier Core Bond Fund – Class A

                    Fidelity Investment Grade Bond Fund

                    Harbor Bond Fund

                    Janus Flexible Income Fund

                    MSIF Trust Core Plus Fixed Income Portfolio Institutional Class

                    PIMCO Total Return Fund Institutional Class

                    PIMCO Total Return Fund III Institutional Class

                    T. Rowe Price Spectrum Income Fund

                    USAA Income Fund

                
	 	 
	 	High Yield
                Bond
	 	 	AIM High Yield
                Fund-Investor Class
	 	 	Fidelity
                Capital & Income Fund
	 	 	Fidelity High
                Income Fund
	 	 	MSIF Trust High
                Yield Institutional Class
	 	 	PIMCO High
                Yield Fund Institutional Class
	 	 
	 	Convertible
                Bond
	 	 	Fidelity
                Convertible Securities Fund
	 	 	Calamos
                Convertible Fund – Class A (closed to new investments 4/30/03)
	 	 
	 	Emerging
                Markets Bond
	 	 	Fidelity New
                Markets Income Fund
	 	 
	 	International
                Bond
	 	 	Payden &
                Rygel Global Fixed Income Fund – Class R
	 	 	PIMCO Foreign
                Bond Fund (U.S. Dollar-Hedged) Institutional Class



        	
                    



                    
                    48

                    

                



        

        


        	Hybrid
                Funds
	 	Domestic
                Hybrid
	 	 	
                    Calvert
                    Social Investment Fund Balanced Portfolio Class A

                    Columbia Balanced Fund – Class Z

                    Dreyfus Founders Balanced Fund Class F

                    Dreyfus Premier Balanced Fund Class R

                    Fidelity Balanced Fund

                    Fidelity Puritan® Fund

                    INVESCO Total Return Fund – Investor Class (closed to new investments

                    Janus Balanced Fund

                    MSIF Trust Balanced Portfolio Advisor Class

                    Vanguard Asset Allocation Fund

                    Vanguard Wellesley Income Fund – Admiral Class

                    Vanguard Wellington Fund – Admiral Class

                
	 
	Large Cap
                U.S. Stock Funds
	 	Large Cap
                Value
	 	 	
                    AIM Large
                    Cap Basic Value Fund-Investor Class

                    American Century Income & Growth Fund – Investor Class

                    American Fundamental Investors Fund – Class A

                    American Investment Company of America – Class A

                    American Mutual Fund – Class A

                    American Washington Mutual Investors Fund – Class A

                    Clipper Fund

                    Credit Suisse Large Cap Value Fund – Class A

                    Dreyfus Premier Strategic Value Fund – Class A

                    Fidelity Equity-Income Fund

                    Fidelity Equity-Income II Fund

                    T. Rowe Price Dividend Growth Fund

                    T. Rowe Price Equity Income Fund, Inc.

                    T. Rowe Price Value Fund

                    Vanguard Equity Income Fund – Admiral Class

                    Vanguard Windsor Fund – Admiral Class

                    Vanguard Windsor II Fund – Admiral Class

                
	 
	 	Large Cap
                Blend
	 	 	
                    American
                    Century Equity Growth Fund Investor Class

                    Domini Social Equity Fund

                    Dreyfus Appreciation Fund, Inc.

                    Dreyfus Disciplined Stock Fund – Class R

                    Fidelity Disciplined Equity Fund

                    Fidelity Dividend Growth Fund

                    Fidelity Export and Multinational Fund

                    Fidelity Fiftysm

                    Fidelity Fund

                    Fidelity Trend Fund

                    INVESCO Core Equity Income Fund – Investor Class

                    Legg Mason Value Trust, Inc. Institutional Class

                    MSIF Trust Equity Portfolio Institutional Class

                    Neuberger Berman Socially Responsive Trust Class

                    PIMCO StocksPLUS Fund Institutional Class

                    Putnam Investors Fund Class A

                    Vanguard Growth and Income Fund – Admiral Class

                    Vanguard PRIMECAP Fund – Admiral Class

                



        	
                    



                    
                    49

                    

                



        

        


        	 	Large Cap
                Growth
	 	 	
                    AIM Blue
                    Chip Fund Class A

                    AIM Large Cap Growth Fund-Investor Class

                    Alger Capital Appreciation Institutional Portfolio – Institutional
                    Class

                    Columbia Growth Fund – Class Z

                    Credit Suisse Capital Appreciation Fund – Common Shares

                    Dreyfus Founders Growth Fund – Class F

                    Dreyfus Premier Third Century Fund, Inc. Class Z

                    Fidelity Blue Chip Growth Fund

                    Fidelity Capital Appreciation Fund

                    Fidelity Focused Stock Fund

                    Fidelity Growth Company Fund

                    Fidelity Independence Fund

                    Fidelity Large Cap Stock Fund

                    Fidelity OTC Portfolio

                    Harbor Capital Appreciation Fund

                    Janus Fund

                    Janus Growth and Income Fund

                    Janus Twenty Fund

                    Merrill Lynch Fundamental Growth Fund, Inc. Class I

                    Morgan Stanley Institutional Fund, Inc. –

                    Equity Growth Portfolio - Class A

                    Pioneer Papp Strategic Growth Fund

                    Scudder Large Company Growth Fund – Class S

                    Strong Growth Fund – Investor Class

                    Strong Large Cap Growth Fund – Investor Class

                    T. Rowe Price Blue Chip Growth Fund

                    T. Rowe Price Growth Stock Fund

                    USAA Growth Fund

                    Vanguard U.S. Growth Fund – Admiral Class

                
	 
	Medium Cap
                U.S. Stock Funds
	 	Medium Cap
                Value
	 	 	
                    American Century Equity Income Fund Investor
                    Class

                    American Century Value Fund Investor Class

                    Fidelity Value Fund

                    Strong Multi-Cap Value Fund – Investor Class

                



        	
                    



                    
                    50

                    

                



        

        


        	 	Medium Cap
                Blend
	 	 	Ariel
                Appreciation Fund
	 	 	Legg Mason
                Special Investment Trust, Inc. Primary Class
	 	 	Strong
                Opportunity Fund – Investor Class
	 
	 	Medium Cap
                Growth
	 	 	
                    Alger
                    MidCap Growth Institutional Portfolio – Institutional Class

                    Baron Asset Fund

                    Credit Suisse Mid Cap Growth Fund

                    Delaware Trend Fund Institutional Class

                    Fidelity Aggressive Growth Fund

                    Fidelity Mid-Cap Stock Fund

                    Franklin Small-Mid Cap Growth Fund  – Class A

                    INVESCO Dynamics Fund – Investor Class

                    MSIF Trust Mid Cap Growth Institutional Class

                    T. Rowe Price Mid-Cap Growth Fund

                
	 
	Small Cap
                U.S. Stock Funds
	 	Small Cap
                Value
	 	 	Franklin
                Balance Sheet Investment Fund Class A
	 	 	PIMCO NFJ
                Small-Cap Value Fund Institutional Class
	 	 	Strong Advisor
                Small Cap Value Fund
	 
	 	Small Cap
                Blend
	 	 	Credit Suisse
                Small Cap Value Fund Common
	 	 	MSIF Trust U.S.
                Small Cap Value Portfolio Institutional Class
	 	 	Neuberger
                Berman Genesis Trust Class
	 	 	T. Rowe Price
                Small-Cap Stock Fund
	 
	 	Small Cap
                Growth
	 	 	
                    Alger Small
                    Cap Institutional Portfolio

                    Baron Growth Fund

                    Columbia Acorn Fund-Class Z

                    Dreyfus Founders Discovery Fund Class F

                    Fidelity Small Cap Independence

                    INVESCO Small Company Growth Fund – Investor Class

                    Managers Special Equity Fund

                    Morgan Stanley Institutional Fund, Inc. –

                    Small Company Growth Portfolio Class B

                    PIMCO CCM Emerging Companies Institutional Class

                



        	
                    



                    
                    51

                    

                



        

        


        	Specialty
                U.S. Stock Funds
	 	
                Specialty-Health
                Care
	 	 	INVESCO Health
                Sciences Fund – Investor Class
	 	 	T. Rowe Price
                Health Sciences Fund
	 
	 	
                Specialty-Natural
                Resources
	 	 	T. Rowe Price
                New Era Fund
	 
	 	Specialty-Real
                Estate
	 	 	Cohen &
                Steers Realty Shares
	 	 	Fidelity Real
                Estate Investment Portfolio
	 
	 	Specialty
                Technology
	 	 	Munder NetNet
                Class A
	 	 	PBGH Technology
                & Communications Fund
	 	 	PIMCO PEA
                Innovation Fund Institutional Class
	 
	 	
                Specialty-Utilities
	 	 	Fidelity
                Utilities Fund
	 	 	INVESCO
                Utilities Fund – Investor Class



        	 
	
                International Stock
                Funds
	 	Foreign
                Stock
	 	 	
                    American
                    Century International Growth Fund Investor Class

                    Credit Suisse International Focus Fund – Common Shares

                    Fidelity Aggressive International Fund

                    Fidelity Diversified International Fund

                    Fidelity Emerging Markets Fund

                    Fidelity Global Balanced Fund

                    Fidelity International Growth & Income Fund

                    Fidelity Overseas Fund

                    GAM International Fund Class A

                    J.P. Morgan Fleming International Value Fund, Institutional Class

                    Lazard Emerging Markets Portfolio Institutional Class

                    Lazard International Equity Portfolio Institutional Class

                    Managers International Equity Fund

                    Putnam International Equity Fund Class A

                    Scudder International Equity Fund – Investment Class

                    Templeton Developing Markets Trust Class A

                    Templeton Foreign Fund Class A

                    Templeton Institutional Funds, Inc. – Emerging Markets Series –

                                   
                    Institutional Class

                    

                



        	
                    



                    
                    52

                    

                



        

        


        	 	Europe
                Stock
	 	 	
                    AIM
                    European Growth Fund

                    Fidelity Europe Capital Appreciation Fund

                    Fidelity Europe Fund

                    Merrill Lynch EuroFund Class I

                    Putnam Europe Equity Fund Class A

                    T. Rowe Price European Stock Fund

                
	 
	 	Latin America
                Stock
	 	 	Fidelity Latin
                America Fund
	 	 	Scudder Latin
                America Fund – Class S
	 	 	T. Rowe Price
                Latin America Fund
	 
	 	Diversified
                Pacific Asia Stock
	 	 	Fidelity
                Pacific Basin Fund
	 	 	Fidelity
                Southeast Asia Fund
	 	 	Merrill Lynch
                Pacific Fund, Inc. Class I
	 
	 	Pacific/Asia Ex
                Japan Stock
	 	 	AIM Asian
                Pacific Growth Fund – Class A
	 	 	Scudder Pacific
                Opportunities Fund – Class S
	 
	 	Japan
                Stock
	 	 	Fidelity Japan
                Fund
	 	 	The Japan Fund,
                Inc. - Class S
	 
	 	World
                Stock
	 	 	
                    AIM Global
                    Growth Fund Class A

                    American Funds Capital World Growth and Income Fund – Class A

                    American Funds New Perspective Fund – Class A

                    Dreyfus Premier Worldwide Growth Fund, Inc. Class R

                    Janus Worldwide Fund

                    Mutual Discovery Fund Class A

                    Putnam Global Equity Fund – Class A

                    Templeton Growth Fund, Inc. A

                    Templeton World Fund Class A

                



        	
                    



                    
                    53

                    

                



        

        


        	Hybrid Asset
                Allocation Funds
	 	
                    Fidelity
                    Freedom Income® Fund

                    Fidelity Freedom 2000® Fund

                    Fidelity Freedom 2010® Fund

                    Fidelity Freedom 2020® Fund

                    Fidelity Freedom 2030® Fund”

                
	 	 	 	 



        	
                    
                                    
                    10.  Effective January
                    1, 2005, by adding the following new subparagraph (c) to the end
                    of Supplement A in Appendix 16.3 of the Plan as a part thereof:

                
	 
                



        	 	
                    
                                  
                                     “(c)         
                        Effective January 1, 2005. Effective January 1, 2005, Eligible
                        Employees described in this Supplement A will be eligible to participate in
                        the Plan under the general terms and conditions of the Plan and this
                        Supplement A will cease to be applicable.”
                    

                



        	 
                
	
                    
                    *    
                    *     *     *    
                    *


                    
                                    
                    I, Jeffery S. Heller,
                    Assistant General Counsel of the Corporation, and delegee of the Senior Vice
                    President, Human Resources, of the Corporation, hereby approve and adopt the
                    foregoing amendment to the Plan.

                
	 
                



        	 	Dated this
                30th day of December, 2004.
	
                	 



        	 	/s/ Jeffrey
                S.
                Heller                                              


                 Assistant General Counsel

                BP Corporation North America Inc.



        	
                    



                    
                    54

                    

                



        

        


        	
                    
                    SEVENTH
                    AMENDMENT


                    
                    OF


                    BP
                    DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    
                    WHEREAS, BP Corporation
                    North America Inc. (the “Corporation”) maintains the BP DirectSave
                    Plan (the “Plan”);


                    
                                    
                    WHEREAS, the Plan has
                    previously been amended and further amendment of the Plan now is considered
                    desirable;


                    
                                    
                    WHEREAS, pursuant to the
                    power delegated to a Designated Officer under Section 16.1 of the Plan, the
                    President of the Corporation, as a Designated Officer of the Corporation, or
                    his delegate, has the authority to amend the Plan; and


                    
                                    
                    WHEREAS, in all other
                    respects the Plan, as amended, will continue in full force and
                    effect;


                    
                                    
                    NOW, THEREFORE, the
                    President of the Corporation, or his delegate, hereby amends the Plan, in the
                    following particulars:


                    
                                    
                    1.
                       Effective January 1, 2005, by adding the following new
                    subparagraphs (L) and (M) to the end of Section 1.26(a)(3) of the Plan as part
                    thereof:

                
	 
                



        	
                	
                “(L) 	amounts
                deferred under the BP p.l.c. Deferred Annual Bonus Plan 2005; and
	
                	
                	 
	
                	
                (M) 	amounts
                deferred under the BP p.l.c. Medium Term Performance Plan 2005.”



        	 
                
	
                    
                                    
                    2.   Effective as
                    of January 1, 2004, by adding the following new language to the end of Section
                    2.6(d) of the Plan as a part thereof:


                    
                                    
                    “prior to the
                    Employee’s transfer.”


                    
                                    
                    3.   Effective
                    January 3, 2006, by deleting the phrase “(a) a Participant may not direct
                    investment of future Contributions or loan repayments in, or direct transfer of
                    any

                



        	
                    



                    
                    55

                    

                



        

        


        	
                    portion
                    of his Account balance into, the Income Fund” in Section 6.5 of the
                    Plan.


                    
                                    
                    4.  Effective June 1,
                    2005, by adding the following new language to the end of subparagraph (e)(1) of
                    Section 7.1 of the Plan as a part thereof:

                
	 
                



        	 	“; or as
                a result of the closing of, or the cessation of operations at, a
                facility;”



        	 
                
	
                    
                                    
                    5.  Effective as of
                    March 28, 2005, by adding the following new language to the end of Section 10.4
                    of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “In the event of
                        a mandatory distribution greater than $1,000 in accordance with the
                        provisions of this Section 10.4, if the Participant does not elect to have
                        such distribution paid directly to an eligible retirement plan specified by
                        the Participant in a direct rollover or to receive the distribution
                        directly in accordance with this Section 10.4, then the Plan Administrator
                        will pay the distribution in a direct rollover to an individual retirement
                        plan designated by the Plan Administrator.”
                    

                



        	 
                
	
                    
                                    
                    6.  Effective
                    September 30, 2005, by substituting the following for Appendix 1.54 of the
                    Plan:

                
	 
                



        	
                “APPENDIX
                1.54
	
                TO
	
                BP DIRECTSAVE
                PLAN
	
                  
	
                CORE INVESTMENT
                OPTIONS
	 



        	 	 	 	 
	
                Short-Term
	 	Short-Term
                Investments Fund
	 
	
                Bond
	 	
                    Bond Index
                    Fund

                    Bond Index Fund - Long Duration

                    Bond Index Fund - Short Duration

                    Income Fund (frozen - closed to new investments; fund will be open to new

                    investments as of January 3, 2006)

                
	 
	
                Hybrid
	 	Balanced Index
                Fund – Aggressive
	 	Balanced Index
                Fund – Conservative
	 	Balanced Index
                Fund – Moderate
	 
	Large
                Cap
	 	Equity Index
                Fund
	 	Equity Index
                Fund – Growth
	 	Equity Index
                Fund – Value



        	
                    



                    
                    56

                    

                



        

        


        	Mid
                Cap
	 	Mid-Cap Equity
                Index Fund
	 
	Small
                Cap
	 	Small-Cap
                Equity Index Fund
	 	Small-Cap
                Equity Index Fund – Growth
	 	Small-Cap
                Equity Index Fund – Value
	 
	
                International
	 	International
                Equity Index Fund
	 	International
                Equity Index Fund – Europe
	 	International
                Equity Index Fund – Pacific
	 
	Company
                Stock
	 	BP Stock
                Fund
	 



        	
                MUTUAL FUND WINDOW
                INVESTMENT OPTIONS



        	 
	
                Short-Term
	 	Fidelity
                Retirement Money Market Portfolio
	 	U.S. Treasury
                Money Market Fund
	 
	Bond
                Funds
	 	Long-Term
                Government
	 	 	PIMCO Long-Term
                U.S. Government Fund Institutional Class
	 
	 	Short-Term
                Bond
	 	 	Fidelity
                Institutional Short-Intermediate Government Fund
	 	 	Harbor Short
                Duration Fund 
	 	 	PIMCO Low
                Duration Fund Institutional Class
	 
	 	
                Intermediate-Term
                Bond
	 	 	
                    AIM Income
                    Fund-Investor Class

                    Dodge & Cox Income Fund

                    Dreyfus Premier Core Bond Fund – Class A

                    Fidelity Government Income Fund

                    Fidelity Investment Grade Bond Fund

                    Harbor Bond Fund

                    Janus Flexible Bond Fund

                    MSIF Trust Core Plus Fixed Income Portfolio Institutional Class

                    PIMCO Total Return Fund Institutional Class

                    PIMCO Total Return Fund III Institutional Class  

                     T. Rowe Price Spectrum Income Fund

                    T. Rowe Price U.S. Treasury Intermediate Bond Fund

                    USAA GNMA Trust

                    USAA Income Fund

                    Wells Fargo Advantage Government Securities Fund- Investor Class

                



        	
                    



                    
                    57

                    

                



        

        


        	 	High Yield
                Bond
	 	 	
                    AIM High
                    Yield Fund-Investor Class

                    Fidelity Capital & Income Fund

                    Fidelity High Income Fund

                    MSIF Trust High Yield Institutional Class

                    PIMCO High Yield Fund Institutional Class

                
	 
	 	Convertible
                Bond
	 	 	Fidelity
                Convertible Securities Fund
	 	 	Calamos
                Convertible Fund – Class A (closed to new investments 4/30/03)
	 
	 	Emerging
                Markets Bond
	 	 	Fidelity New
                Markets Income Fund
	 
	 	International
                Bond
	 	 	Payden &
                Rygel Global Fixed Income Fund – Class R
	 	 	PIMCO Foreign
                Bond Fund (U.S. Dollar-Hedged) Institutional Class
	 
	Hybrid
                Funds
	 	Domestic
                Hybrid
	 	 	
                    Calvert
                    Social Investment Fund Balanced Portfolio Class A

                    Columbia Balanced Fund – Class Z

                    Dreyfus Founders Balanced Fund Class F

                    Dreyfus Premier Balanced Fund Class R

                    Fidelity Balanced Fund

                    Fidelity Puritan® Fund

                    Janus Balanced Fund

                    MSIF Trust Balanced Portfolio Advisor Class

                    Vanguard Asset Allocation Fund

                    Vanguard Wellesley Income Fund – Admiral Class

                    Vanguard Wellington Fund – Admiral Class

                
	 
	Large Cap
                U.S. Stock Funds
	 	Large Cap
                Value
	 	 	
                    AIM Large
                    Cap Basic Value Fund-Investor Class

                    American Century Equity Income Fund Investor Class

                    American Century Income & Growth Fund Investor Class

                    American Century Value Fund Investor Class

                    American Fundamental Investors Fund – Class A

                    American Investment Company of America – Class A

                    American Mutual Fund – Class A

                    American Washington Mutual Investors Fund – Class A

                    Clipper Fund

                    Credit Suisse Large Cap Value Fund – Class A

                    Dreyfus Premier Strategic Value Fund – Class A

                    Fidelity Equity-Income Fund

                    Fidelity Equity-Income II Fund

                    T. Rowe Price Dividend Growth Fund

                    T. Rowe Price Equity Income Fund, Inc.

                    T. Rowe Price Value Fund

                    Vanguard Equity Income Fund – Admiral Class

                    Vanguard Windsor Fund – Admiral Class

                    Vanguard Windsor II Fund – Admiral Class

                



        	
                    



                    
                    58

                    

                



        

        


        	 	Large Cap
                Blend
	 	 	
                    American
                    Century Equity Growth Fund Investor Class

                    Domini Social Equity Fund

                    Dreyfus Appreciation Fund, Inc.

                    Dreyfus Disciplined Stock Fund – Class R

                    Fidelity Disciplined Equity Fund

                    Fidelity Dividend Growth Fund

                    Fidelity Export and Multinational Fund

                    Fidelity Fiftysm

                    Fidelity Fund

                    Fidelity Trend Fund

                    Legg Mason Value Trust, Inc. Institutional Class

                    MSIF Trust Equity Portfolio Institutional Class

                    Neuberger Berman Socially Responsive Trust Class

                    PIMCO StocksPLUS Fund Institutional Class

                    Putnam Investors Fund Class A

                    Vanguard Growth and Income Fund – Admiral Class

                    Vanguard PRIMECAP Fund – Admiral Class

                
	 
	 	Large Cap
                Growth
	 	 	
                    AIM Blue
                    Chip Fund Class A

                    AIM Large Cap Growth Fund-Investor Class

                    Alger Capital Appreciation Institutional Portfolio – Institutional
                    Class

                    Credit Suisse Capital Appreciation Fund – Common Shares

                    Dreyfus Founders Growth Fund – Class F

                    Dreyfus Premier Third Century Fund, Inc. Class Z

                    Fidelity Blue Chip Growth Fund

                    Fidelity Capital Appreciation Fund

                    Fidelity Focused Stock Fund

                    Fidelity Growth Company Fund

                    Fidelity Independence Fund

                    Fidelity Large Cap Stock Fund

                    Fidelity OTC Portfolio

                    Harbor Capital Appreciation Fund

                    Janus Fund

                    Janus Growth and Income Fund

                    Janus Twenty Fund

                    Merrill Lynch Fundamental Growth Fund, Inc. Class I

                    Morgan Stanley Institutional Fund, Inc. –

                                   
                    Equity Growth Portfolio - Class A

                    Pioneer Growth Leader Fund Class A

                    Scudder Large Company Growth Fund – Class S

                    T. Rowe Price Blue Chip Growth Fund

                    T. Rowe Price Growth Stock Fund

                    USAA Growth Fund

                    Vanguard U.S. Growth Fund – Admiral Class

                    Wells Fargo Advantage Growth Fund – Investor Class

                    Wells Fargo Advantage Large Cap Growth Fund – Investor Class

                



        	
                    



                    
                    59

                    

                



        

        


        	Medium Cap
                U.S. Stock Funds
	 	Medium Cap
                Value
	 	 	Fidelity Value
                Fund
	 
	 	Medium Cap
                Blend
	 	 	Ariel
                Appreciation Fund
	 	 	Legg Mason
                Special Investment Trust, Inc. Primary Class
	 	 	Wells Fargo
                Advantage Opportunity Fund 
	 
	 	Medium Cap
                Growth
	 	 	
                    AIM
                    Dynamics Fund – Investor Class

                    Alger MidCap Growth Institutional Portfolio – Institutional Class

                    Baron Asset Fund

                    Credit Suisse Mid Cap Growth Fund

                    Delaware Trend Fund Institutional Class

                    Fidelity Aggressive Growth Fund

                    Fidelity Mid-Cap Stock Fund

                    Franklin Small-Mid Cap Growth Fund  – Class A

                    MSIF Trust Mid Cap Growth Institutional Class

                    T. Rowe Price Mid-Cap Growth Fund

                
	 
	Small Cap
                U.S. Stock Funds
	 	Small Cap
                Value
	 	 	Allianz NFJ
                Small Cap Value - Institutional Class
	 	 	Franklin
                Balance Sheet Investment Fund Class A
	 
	 	Small Cap
                Blend
	 	 	Credit Suisse
                Small Cap Value Fund Common
	 	 	MSIF Trust U.S.
                Small Cap Value Portfolio Institutional Class
	 	 	Neuberger
                Berman Genesis Fund Trust Class
	 	 	T. Rowe Price
                Small-Cap Stock Fund



        	
                    



                    
                    60

                    

                



        

        


        	 	Small Cap
                Growth
	 	 	
                    AIM Small
                    Company Growth Fund – Investor Class

                    Alger Small Cap Institutional Portfolio

                    Allianz CCM Emerging Companies- Institutional Class

                    Baron Growth Fund

                    Columbia Acorn Fund-Class Z

                    Dreyfus Founders Discovery Fund Class F

                    Fidelity Small Cap Independence

                    Managers Special Equity Fund

                    Morgan Stanley Institutional Fund, Inc. –

                                   
                    Small Company Growth Portfolio Class B

                
	 
	Specialty
                U.S. Stock Funds
	 	
                Specialty-Health
                Care
	 	 	T. Rowe Price
                Health Sciences Fund
	 
	 	
                Specialty-Natural
                Resources
	 	 	T. Rowe Price
                New Era Fund
	 
	 	Specialty-Real
                Estate
	 	 	Cohen &
                Steers Realty Shares
	 	 	Fidelity Real
                Estate Investment Portfolio
	 
	 	Specialty
                Technology
	 	 	Munder Internet
                Fund Class A
	 	 	PBHG Technology
                & Communications Fund
	 
	 	
                Specialty-Utilities
	 	 	AIM Utilities
                Fund-Investor Class
	 	 	Fidelity
                Utilities Fund
	 
	
                International Stock
                Funds
	 	
                Foreign Stock
	 	 	
                    American
                    Century International Growth Fund Investor Class

                    Credit Suisse International Focus Fund – Common Shares

                    Fidelity Aggressive International Fund

                    Fidelity Diversified International Fund

                    Fidelity Emerging Markets Fund

                    Fidelity Global Balanced Fund

                    Fidelity International Discovery Fund

                    Fidelity Overseas Fund

                    GAM International Equity Fund Class A

                    J.P. Morgan International Value Fund, Institutional Class

                    Lazard Emerging Markets Portfolio Institutional Class

                    Lazard International Equity Portfolio Institutional Class

                    Managers International Equity Fund

                    Putnam International Equity Fund Class A

                    Scudder International Equity Fund – Investment Class

                    Templeton Developing Markets Trust Class A

                    Templeton Foreign Fund Class A

                    Templeton Institutional Funds, Inc. – Emerging Markets Series –

                                   
                    Institutional Class

                



        	
                    



                    
                    61

                    

                



        

        


        	 	Europe
                Stock
	 	 	
                    AIM
                    European Growth Fund

                    Fidelity Europe Capital Appreciation Fund

                    Fidelity Europe Fund

                    Merrill Lynch EuroFund Class I

                    Putnam Europe Equity Fund Class A

                    T. Rowe Price European Stock Fund

                
	 
	 	Latin America
                Stock
	 	 	Fidelity Latin
                America Fund
	 	 	Scudder Latin
                America Fund – Class S
	 	 	T. Rowe Price
                Latin America Fund
	 
	 	Diversified
                Pacific Asia Stock
	 	 	AIM Asian
                Pacific Growth Fund – Class A
	 	 	Fidelity
                Pacific Basin Fund 
	 	 	Fidelity
                Southeast Asia Fund
	 	 	Merrill Lynch
                Pacific Fund, Inc. Class I
	 	 	Scudder Pacific
                Opportunities Fund – Class S
	 
	 	Japan
                Stock
	 	 	Fidelity Japan
                Fund
	 	 	The Japan Fund,
                Inc. - Class S
	 
	 	World
                Stock
	 	 	
                    AIM Global
                    Growth Fund Class A

                    American Funds Capital World Growth and Income Fund – Class A

                    American Funds New Perspective Fund – Class A

                    Dreyfus Premier Worldwide Growth Fund, Inc. Class R

                    Janus Worldwide Fund

                    Mutual Discovery Fund Class A

                    Putnam Global Equity Fund – Class A

                    Templeton Growth Fund, Inc. A

                    Templeton World Fund Class A

                



        	
                    



                    
                    62

                    

                



        

        


        	Hybrid Asset
                Allocation Funds
	 	
                    Fidelity
                    Freedom Income®Fund

                    Fidelity Freedom 2000® Fund

                    Fidelity Freedom 2010® Fund

                    Fidelity Freedom 2020® Fund

                    Fidelity Freedom 2030® Fund”

                
	 



        	
                    
                                    
                    7.  Effective January
                    3, 2006, by deleting the phrase “(frozen – closed to new
                    investments)” after the phrase “Income Fund” in the fifth
                    investment option listed in Appendix 1.54 of the Plan.


                    
                    *    
                    *     *     *    
                    *


                    
                                    
                    I, Jeffery S. Heller,
                    Assistant General Counsel of the Corporation, and delegate of the President of
                    the Corporation, hereby approve and adopt the foregoing amendment to the
                    Plan.

                
	 
                



        	 	Dated this
                29th day of December, 2005.
	
                	 



        	 	/s/ Jeffrey
                S.
                Heller                                         


                 Assistant General Counsel

                BP Corporation North America Inc.



        	
                    



                    
                    63

                    

                



        

        

        


        	
                    EIGHTH
                    AMENDMENT


                    
                    OF


                    BP
                    DIRECTSAVE PLAN


                    (As
                    Amended and Restated Generally Effective as of January 1, 2002)


                    
                                    
                    WHEREAS, BP Corporation
                    North America Inc. (the “Corporation”) maintains the BP DirectSave
                    Plan (the “Plan”);


                    
                                    
                    WHEREAS, the Plan has
                    previously been amended and further amendment of the Plan now is considered
                    desirable;


                    
                                    
                    WHEREAS, pursuant to the
                    power delegated to a Designated Officer under Section 16.1 of the Plan, the
                    Vice President of Human Resources, as a Designated Officer of the Corporation,
                    or his delegate, has the authority to amend the Plan; and


                    
                                    
                    WHEREAS, in all other
                    respects the Plan, as amended, will continue in full force and
                    effect;


                    
                                    
                    NOW, THEREFORE, the Vice
                    President of Human Resources, or his delegate, hereby amends the Plan in the
                    following particulars:


                    
                                    
                    1.
                       Effective July 1, 2006, by substituting the following for
                    Section 1.26(a)(3)(G) of the Plan:

                
	 
                



        	 	
                    
                        “(G)   payments
                        made pursuant to an employment contract, compensation program or bonus plan
                        under which such payments are not intended to be Compensation
                        hereunder;”
                    

                



        	 
                
	
                    
                                    
                    2.
                          Effective January 1, 2007, by adding the
                    following new sentence to the end of Section 1.35 of the Plan as a part
                    thereof:

                    

                    

                
	 
                



        	 	
                    
                        “Effective for
                        distributions made on or after January 1, 2007, the term
                        ‘Distributee’ will include a nonspouse death beneficiary to
                        whom a direct rollover is made to an inherited IRA pursuant to Code Section
                        402(c)(11).”
                    

                



        	
                    



                    
                    64

                    

                



        

        


        	
                    
                                    
                    3.
                          Effective January 1, 2007, by adding the
                    following new sentence to the end of Section 1.38 of the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                        “Effective for
                        distributions made on or after January 1, 2007, this definition of Eligible
                        Retirement Plan will also apply in the case of a direct rollover by a
                        nonspouse death beneficiary to an inherited IRA pursuant to Code Section
                        402(c)(11).”
                    

                



        	 
                
	
                    
                                    
                    4.  Effective January
                    1, 2007, by deleting the words “defined contribution” in the second
                    sentence of Section 1.39 of the Plan and by adding the following new words
                    “or to an annuity contract described in Section 403(b) of the Code”
                    immediately after the words “403(a) of the Code” where such words
                    appear in the second sentence of Section 1.39 of the Plan.


                    
                                    
                    5. Effective June 1, 2006,
                    by adding the following new Section 3.7 to the end of Article III of the Plan
                    as a part thereof:


                    “3.7  Roth
                    Elective Deferrals

                
	 
                



        	
                (a)	
                    
                        General
                        Application. Effective June 1, 2006, the Plan will accept Roth Elective
                        Deferrals made on behalf of Participants. A Participant’s Roth
                        Elective Deferrals will be allocated to a separate account maintained for
                        such deferrals as described in subsection (b). Unless specifically stated
                        otherwise, Roth Elective Deferrals will be treated as elective deferrals
                        for all purposes under the Plan.
                    

                
	
                	 
	
                (b)	
                    
                        Separate
                        Accounting. Contributions and withdrawals of Roth Elective Deferrals
                        will be credited and debited to the Roth Elective Deferral Account
                        maintained for each Participant. The Plan will maintain a record of the
                        amount of Roth Elective Deferrals in each Participant’s Account.
                        Gains, losses, and other credits or charges must be separately allocated on
                        a reasonable and consistent basis to each Participant’s Roth Elective
                        Deferral Account and the Participant’s other Accounts under the plan.
                        No contributions other than Roth Elective Deferrals and properly
                        attributable earnings will be credited to each Participant’s Roth
                        Elective Deferral Account.
                    

                



        	 
                
	
                    
                    (c)          
                    Direct Rollovers.

                
	 
                



        	
                	
                (1)	
                    
                        Notwithstanding Section
                        10.8 of the Plan, a direct rollover of a distribution from a Roth Elective
                        Deferral Account under the Plan will only be made to another Roth elective
                        deferral account under an applicable retirement plan described in Section
                        402A(e)(1) of the Code or
                    

                



        	
                    



                    
                    65

                    

                



        

        


        	 	
                    
                        to a Roth IRA described
                        in Section 408A of the Code, and only to the extent the rollover is
                        permitted under the rules of Section 402(c) of the Code.
                    

                
	
                	 



        	
                	
                (2)	
                    
                        Notwithstanding Section
                        3.4 of the Plan, the Plan will accept a rollover contribution to a Roth
                        Elective Deferral Account only if it is a direct rollover from another Roth
                        elective deferral account under an applicable retirement plan described in
                        Section 402A(e)(1) of the Code and only to the extent the rollover is
                        permitted under the rules of Section 402(c) of the Code.
                    

                
	
                	
                	 
	
                	
                (3)	
                    
                        Eligible Rollover
                        Distributions from a Participant’s Roth Elective Deferral Account are
                        taken into account in determining whether the total amount of the
                        Participant’s Account balance under the Plan exceeds $1,000 for
                        purposes of mandatory distributions from the Plan.
                    

                
	
                	
                	 



        	
                (d)	Correction
                of Excess Contributions. In the case of a distribution of excess contribution,
                the Plan will distribute Before-Tax Contributions first.



        	 
                
	
                    
                    (e)           
                    Roth Elective Deferrals. A Roth Elective Deferral is an elective
                    deferral that is:

                
	 
                



        	
                	
                (1)	
                    
                        Designated irrevocably
                        by the Participant at the time of the cash or deferred election as a Roth
                        Elective Deferral that is being made in lieu of all or a portion of the
                        Before-Tax Contributions the Participant is otherwise eligible to make
                        under the Plan; and
                    

                
	
                	
                	 
	
                	
                (2)	
                    
                        Treated by the Employer
                        as includible in the Participant’s income at the time the Participant
                        would have received that amount in cash if the Participant had not made a
                        cash or deferred election.
                    

                



        	 
                
	
                    
                    (f)  
                             Additional
                    Rules

                
	 
                



        	
                	
                (1)	
                    
                        Roth 401(k) Accounts
                        are available for loans pursuant to the provisions of Article VIII.
                    

                
	
                	
                	 
	
                	
                (2)	
                    
                        Roth 401(k)
                        Contributions are eligible for Company Match on the same basis as
                        Before-Tax Contributions.
                    

                
	
                	
                	 
	
                	
                (3) 	
                    
                        Roth 401(k)
                        Contributions are available for withdrawals in the same manner as
                        Before-Tax Contributions pursuant to the provisions of Article IX and
                        Article X, and will be last in the hierarchy of Section 9.7 and Section
                        10.3(c)(1).”
                    

                



        	 
                
	
                    
                                    
                    6.  Effective January
                    1, 2006, by adding the following new words “and subject to

                



        	
                    



                    
                    66

                    

                



        

        


        	
                    the
                    requirements of Treasury Regulation Section 1.401(k)-2 and any subsequent
                    regulatory guidance” immediately after the words “Section
                    401(m)(4)(C) of the Code” where such words appear in Section 4.2(a) of
                    the Plan.


                    
                                    
                    7.
                          Effective January 1, 2006, by adding the
                    following new subsection (4) to the end of Section 4.2(b) of the Plan as a part
                    thereof:

                
	 
                



        	 	“(4)
                        Additional Before-Tax Contributions
                made pursuant to Section 414(u) of the Code by reason of a Participant’s
                qualified military service are not taken into account under this Section 4.2 for
                the Plan Year for which the contributions are made, or for any other Plan
                Year.”



        	 
                
	
                    
                                    
                    8.  Effective January
                    1, 2006, by adding the following new words “and subject to the
                    requirements of Treasury Regulation Section 1.401(m)-2 and any subsequent
                    regulatory guidance” immediately after the words “Section
                    401(m)(4)(C) of the Code” where such words appear in Section 4.3(a) of
                    the Plan.


                    
                                    
                    9.
                          Effective for taxable years beginning on
                    and after January 1, 2006 and ending on or before December 31, 2007, by adding
                    the following new sentence to the end of Section 4.7(c)(1)(A) of the Plan as a
                    part thereof:

                
	 
                



        	 	
                    
                        “Provided,
                        however, that for taxable years beginning on and after January 1, 2006 and
                        ending on or before December 31, 2007, distributions of excess
                        contributions will include gains or losses attributable to the ‘gap
                        period’ in accordance with Treasury Regulation Section
                        1.401(k)-2.”
                    

                



        	 
                
	
                    
                                    
                    10.
                        Effective for taxable years beginning on and after
                    January 1, 2006 and ending on or before December 31, 2007, by adding the
                    following new language to the end of the first and third parenthetical in
                    Section 4.7(c)(1)(C)(ii) of the Plan as a part thereof:

                
	 
                



        	 	“or if
                required during the 2006 and 2007 taxable years”



        	 
                
	
                    
                                    
                    11.
                        Effective for taxable years beginning on and after
                    January 1, 2006 and ending on or before December 31, 2007, by adding the
                    following new sentence to the end

                



        	
                    



                    
                    67

                    

                



        

        


        	
                    of
                    Section 4.7(e)(1)(A) of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “Provided,
                        however, that for taxable years beginning on and after January 1, 2006 and
                        ending on or before December 31, 2007, distributions of excess aggregate
                        contributions will include gains or losses attributable to the ‘gap
                        period’ in accordance with Treasury Regulation Section
                        1.401(m)-2.”
                    

                



        	 
                
	
                    
                                    
                    12.
                        Effective for taxable years beginning on and after
                    January 1, 2006 and ending on or before December 31, 2007, by adding the
                    following new language to the end of the first and third parenthetical in
                    Section 4.7(e)(1)(B)(ii) of the Plan as a part thereof:

                
	 
                



        	 	“or if
                required during the 2006 and 2007 taxable years”



        	 
                
	
                    
                                    
                    13.
                        Effective October 1, 2005, by substituting the
                    following for Section 7.1(e)(2) of the Plan:

                
	 
                



        	 	
                    
                        “(2)  under
                        the terms of (A) a written voluntary or involuntary severance plan of
                        general application duly adopted by the Company, and effective June 1,
                        2005, regardless of whether a release, as required under such plan, is
                        executed by the Participant or (B) a separation agreement between the
                        Participant and an Employer; or”
                    

                



        	 
                
	
                    
                                    
                    14.  Effective January
                    1, 2006, by adding the following new sentence to the end of Section 7.4(a)(i)
                    of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “Provided
                        however, that if the value of an Inactive Participant’s vested
                        interest in his Match Account balance is zero, a Participant will not be
                        deemed to have received a withdrawal of his vested interest in such Account
                        following Severance from Service unless his Before-Tax Account is
                        distributed.”
                    

                



        	
                    



                    
                    68

                    

                



        

        


        	
                    
                                    
                    15.
                        Effective August 25, 2005, by adding the following new
                    Section 8.7 to the end of Article VIII of the Plan as a part
                    thereof:

                
	 
                



        	 	
                    
                        “8.7   
                        Hurricane Disaster Relief. For Participants who had an outstanding
                        loan transferred to the Plan pursuant to Section 8.1 of the Plan, special
                        loan provisions may apply to a Participant whose principal residence is in
                        a federally-declared disaster area pursuant to procedures adopted by the
                        Plan Administrator.”
                    

                



        	 
                
	
                    
                                    
                    16.
                        Effective January 1, 2006, by adding the following new
                    language to the end of the parentheticals in the definition of “Deemed
                    Financial Need” in subsections (ii), (iii) and (v) of Section 9.4(b) of
                    the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “, and for
                        taxable years beginning on or after January 1, 2005, without regard to
                        Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code”
                    

                



        	 
                
	
                    
                                    
                    17.
                        Effective January 1, 2006, by adding the following new
                    language to the end of subsection (ii) in the definition of “Deemed
                    Financial Need” in Section 9.4(b) of the Plan as a part
                    thereof:

                
	 
                



        	 	
                “(determined without
                regard to whether the expenses exceed 7.5% of adjusted gross
                income)”



        	 
                
	
                    
                                    
                    18.
                        Effective March 1, 2007, by adding the following new
                    subsection (vi) to the end of the definition of “Deemed Financial
                    Need” in Section 9.4(b) of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “(vi)  the
                        expenses for the repair of damage to the Participant’s principal
                        residence that would qualify for the casualty deduction under Section 165
                        of the Code (determined without regard to whether the loss exceeds 10% of
                        adjusted gross income).”
                    

                



        	
                    



                    
                    69

                    

                



        

        


        	
                    
                                    
                    19.
                        Effective August 25, 2005, by adding the following new
                    Section 9.9 to the end of Article IX of the Plan as a part thereof:

                
	 
                



        	 	
                    
                        “9.9  
                        Hurricane Disaster Relief. Special withdrawal provisions may apply
                        to a Participant whose principal residence is in a federally-declared
                        disaster area pursuant to procedures adopted by the Plan
                        Administrator.”
                    

                



        	 
	
                    
                                    
                    20.  Effective January
                    1, 2006, by deleting the word “Match” each time it appears in
                    Section 11.1 of the Plan.


                    
                                    
                    21. Effective September 30,
                    2006, by substituting the following for Appendix 1.54 of the
                    Plan: 

                
	 
	
                “Appendix
                1.54
	 
	
                Investment
                Funds
	 
	CORE
                INVESTMENT OPTIONS



        	 	 	 	 
	
                Short-Term
	 	Short-Term
                Investments Fund
	 
	
                Bond
	 	Bond Index
                Fund
	 	Bond Index Fund
                - Long Duration
	 	Bond Index Fund
                - Short Duration
	 
	
                Hybrid
	 	Balanced Index
                Fund – Aggressive
	 	Balanced Index
                Fund – Conservative
	 	Balanced Index
                Fund – Moderate
	 
	Large
                Cap
	 	Equity Index
                Fund
	 	Equity Index
                Fund – Growth
	 	Equity Index
                Fund – Value
	 
	Mid
                Cap
	 	Mid-Cap Equity
                Index Fund



        	
                    



                    
                    70

                    

                



        

        


        	
                
	
                Small Cap
	 	
                Small-Cap Equity Index
                Fund
	 	
                Small-Cap Equity Index Fund
                – Growth
	 	
                Small-Cap Equity Index Fund
                – Value
	 
	
                International
	 	
                International Equity Index
                Fund
	 	
                International Equity Index Fund
                – Europe
	 	
                International Equity Index Fund
                – Pacific
	 
	
                Company
                Stock
	 	BP
                Stock Fund
	 
	
                Stable Value
	 	
                Income Fund
	 



        	
                MUTUAL FUND WINDOW
                INVESTMENT OPTIONS



        	 
	
                Short-Term
	 	Fidelity
                Retirement Money Market Portfolio
	 	Fidelity U.S.
                Treasury Money Market Fund
	 
	Bond
                Funds
	 	Short-Term
                Bond
	 	 	Fidelity
                Institutional Short-Intermediate Government Fund
	 	 	Harbor Short
                Duration Fund 
	 	 	PIMCO Low
                Duration Fund-Institutional Class
	 
	 	
                Intermediate-Term
                Bond
	 	 	
                    AIM Income
                    Fund-Investor Class

                    Dodge & Cox Income Fund

                    Dreyfus Premier Core Bond Fund-Class A

                    Fidelity Government Income Fund

                    Fidelity Investment Grade Bond Fund

                    Harbor Bond Fund

                    Janus Flexible Bond Fund

                    Morgan Stanley Institutional Fund Trust Core Plus

                                   
                    Fixed Income Portfolio- Institutional Class

                    PIMCO Total Return Fund-Institutional Class

                    PIMCO Total Return Fund III-Institutional Class 

                     T. Rowe Price Spectrum Income Fund

                    T. Rowe Price U.S. Treasury Intermediate Bond Fund

                    USAA GNMA Trust

                    USAA Income Fund

                    Wells Fargo Advantage Government Securities Fund- Investor Class

                



        	
                    



                    
                    71

                    

                



        

        


        	 	Long-Term
                Government
	 	 	PIMCO Long-Term
                U.S. Government Fund-Institutional Class
	 
	 	High Yield
                Bond
	 	 	
                    AIM High
                    Yield Fund-Investor Class

                    Fidelity Capital & Income Fund

                    Fidelity High Income Fund

                    Morgan Stanley Institutional Fund Trust

                                   
                    High Yield Portfolio-Institutional Class

                    PIMCO High Yield Fund-Institutional Class

                
	 
	Hybrid
                Funds
	 	Domestic
                Hybrid
	 	 	
                    Calamos
                    Convertible Fund-Class A (closed to new investments 4/30/03)

                    Calvert Social Investment Fund Balanced Portfolio-Class A

                    Columbia Balanced Fund-Class Z

                    Dreyfus Founders Balanced Fund-Class F

                    Dreyfus Premier Balanced Fund-Class R

                    Fidelity Balanced Fund

                    Fidelity Convertible Securities Fund

                    Fidelity Puritan® Fund

                    Janus Balanced Fund

                    Morgan Stanley Institutional Fund Trust

                                   
                    Balanced Portfolio-Advisor Class

                    Vanguard Asset Allocation Fund

                    Vanguard Wellesley Income Fund-Admiral Class

                    Vanguard Wellington Fund-Admiral Class

                
	 
	 	Hybrid Asset
                Allocation Funds
	 	 	
                    Fidelity
                    Freedom Income Fund®

                    Fidelity Freedom 2000 Fund®

                    Fidelity Freedom 2010 Fund®

                    Fidelity Freedom 2020 Fund®

                    Fidelity Freedom 2030 Fund®

                
	 
	Large Cap
                U.S. Stock Funds
	 	Large Cap
                Value
	 	 	
                    American
                    Century Equity Income Fund-Investor Class

                    American Century Income & Growth Fund-Investor Class

                    American Century Value Fund-Investor Class

                    American Funds® American Mutual Fund®-Class A

                    American Funds® Fundamental Investors Fund-Class A

                    American Funds® Investment Company of America-Class A

                    American Funds® Washington Mutual Investors Fund-Class A

                    Clipper Fund

                    Credit Suisse Large Cap Value Fund-Class A

                    Dreyfus Premier Strategic Value Fund-Class A

                    Fidelity Equity-Income Fund

                    Fidelity Equity-Income II Fund

                    T. Rowe Price Equity Income Fund

                    T. Rowe Price Value Fund

                    Vanguard Equity Income Fund-Admiral Class

                    Vanguard Windsor Fund-Admiral Class

                    Vanguard Windsor II Fund-Admiral Class

                



        	
                    



                    
                    72

                    

                



        

        


        	 	Large Cap
                Blend
	 	 	
                    AIM Large
                    Cap Basic Value Fund-Investor Class

                    American Century Equity Growth Fund-Investor Class

                    Domini Social Equity Fund-Investor Shares

                    Dreyfus Appreciation Fund

                    Dreyfus Disciplined Stock Fund-Class R

                    Fidelity Disciplined Equity Fund

                    Fidelity Dividend Growth Fund

                    Fidelity Export and Multinational Fund

                    Fidelity Focused Stock Fund

                    Fidelity Fund

                    Fidelity Trend Fund

                    Legg Mason Value Trust, Inc.-Institutional Class

                    Neuberger Berman Socially Responsive Fund-Trust Class

                    PIMCO StocksPLUS Fund-Institutional Class

                    Putnam Investors Fund-Class A

                    T. Rowe Price Dividend Growth Fund

                    Vanguard Growth and Income Fund-Admiral Class

                    Vanguard PRIMECAP Fund-Admiral Class

                
	 	 	 	 
	 	Large Cap
                Growth
	 	 	
                    AIM Large
                    Cap Growth Fund-Investor Class

                    Alger Capital Appreciation Institutional Fund-Institutional Shares

                    BlackRock Fundamental Growth Fund, Inc.

                    Credit Suisse Capital Appreciation Fund-Common Class

                    Dreyfus Founders Growth Fund-Class F

                    Dreyfus Premier Third Century Fund, Inc.-Class Z

                    DWS Large Company Growth Fund-Class S

                    Fidelity Blue Chip Growth Fund

                    Fidelity Capital Appreciation Fund

                    Fidelity Fifty®

                    Fidelity Growth Company Fund

                    Fidelity Independence Fund

                    Fidelity Large Cap Stock Fund

                    Fidelity OTC Portfolio

                    Harbor Capital Appreciation Fund

                    Janus Fund

                    Janus Growth and Income Fund

                    Janus Twenty Fund

                    Morgan Stanley Institutional Fund

                                   
                    U.S. Large Cap Growth Portfolio-Class A

                    Pioneer Growth Leader Fund-Class A

                    T. Rowe Price Blue Chip Growth Fund

                    T. Rowe Price Growth Stock Fund

                    USAA Growth Fund

                    Vanguard U.S. Growth Fund-Admiral Class

                    Wells Fargo Advantage Growth Fund-Investor Class

                    Wells Fargo Advantage Large Cap Growth Fund-Investor Class

                



        	
                    



                    
                    73

                    

                



        

        


        	Medium Cap
                U.S. Stock Funds
	 	Medium Cap
                Value
	 	 	Fidelity Value
                Fund
	 	 	Franklin
                Balance Sheet Investment Fund-Class A
	 	 	 	 
	 	Medium Cap
                Blend
	 	 	Ariel
                Appreciation Fund
	 	 	Legg Mason
                Special Investment Trust-F1 Class
	 	 	Wells Fargo
                Advantage Opportunity Fund-Investor Class 
	 	 	 	 
	 	Medium Cap
                Growth
	 	 	
                    AIM
                    Dynamics Fund-Investor Class

                    Alger MidCap Growth Institutional Fund-Institutional Class

                    Baron Asset Fund

                    Columbia Acorn Fund-Class Z

                    Credit Suisse Mid-Cap Growth Fund-Common Shares

                    Delaware Trend Fund-Institutional Class

                    Fidelity Aggressive Growth Fund

                    Fidelity Mid-Cap Stock Fund

                    Franklin Small-Mid Cap Growth Fund-Class A

                    Morgan Stanley Institutional Fund Trust

                                   
                    Mid Cap Growth Portfolio-Institutional Class

                    T. Rowe Price Mid Cap Growth Fund

                
	 	 	 	 
	Small Cap
                U.S. Stock Funds
	 	Small Cap
                Value
	 	 	Allianz NFJ
                Small Cap Value Fund-Institutional Class 
	 	 	Credit Suisse
                Small Cap Value Fund-Common Shares
	 	 	 	 
	 	Small Cap
                Blend
	 	 	Morgan Stanley
                Institutional Fund Trust U.S. Small Cap Value Portfolio-Institutional
                Class
	 	 	Neuberger
                Berman Genesis Fund-Trust Class
	 	 	T. Rowe Price
                Small-Cap Stock Fund



        	
                    



                    
                    74

                    

                



        

        


        	 	Small Cap
                Growth 
	 	 	
                    Alger Small
                    Cap Institutional Fund-Institutional Class

                    Allianz CCM Emerging Companies Fund-Institutional Class

                    Baron Growth Fund

                    Dreyfus Founders Discovery Fund-Class F

                    Fidelity Small Cap Independence Fund

                    Managers Special Equity Fund

                    Morgan Stanley Institutional Fund

                                   
                    Small Company Growth Portfolio-Class B

                
	 
	Specialty
                U.S. Stock Funds
	 	
                Specialty-Health
                Care
	 	 	T. Rowe Price
                Health Sciences Fund
	 
	 	
                Specialty-Natural
                Resources
	 	 	T. Rowe Price
                New Era Fund
	 
	 	Specialty-Real
                Estate
	 	 	Cohen &
                Steers Realty Shares
	 	 	Fidelity Real
                Estate Investment Portfolio
	 
	 	
                Specialty-Technology
	 	 	Munder Internet
                Fund-Class A
	 	 	Old Mutual
                Technology & Communications Fund-Class Z
	 
	 	
                Specialty-Utilities
	 	 	AIM Utilities
                Fund-Investor-Class 
	 	 	Fidelity
                Utilities Fund
	 
	
                International Stock
                Funds
	 	World
                Stock
	 	 	
                    AIM Global
                    Growth Fund-Class A

                    American Funds® Capital World Growth and Income
                    Fund®-Class A

                    American Funds® New Perspective Fund®-Class A

                    Dreyfus Premier Worldwide Growth Fund-Class R

                    Janus Worldwide Fund

                    Mutual Discovery Fund-Class A

                    Putnam Global Equity Fund-Class A

                    Templeton Growth Fund-Class A

                    Templeton World Fund-Class A

                



        	
                    



                    
                    75

                    

                



        

        


        	 	Foreign
                Stock
	 	 	
                    American
                    Century International Growth Fund-Investor Class

                    Credit Suisse International Focus Fund-Common Class

                    DWS International Equity Fund-Investor Class

                    Fidelity Aggressive International Fund

                    Fidelity Diversified International Fund

                    Fidelity Emerging Markets Fund

                    Fidelity Global Balanced Fund

                    Fidelity International Discovery Fund

                    Fidelity New Markets Income Fund

                    Fidelity Overseas Fund

                    J.P. Morgan Fleming International Value Fund-Institutional Class

                    Lazard Emerging Markets Portfolio-Institutional Class

                    Lazard International Equity Portfolio-Institutional Class

                    Managers International Equity Fund

                    Payden & Rygel Global Fixed Income Fund-Class R

                    PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)-Institutional Class

                    Putnam International Equity Fund-Class A

                    Templeton Developing Markets Trust-Class A

                    Templeton Foreign Fund-Class A

                    Templeton Institutional Funds-Emerging Markets Series-Institutional
                    Class

                
	 	 	 	 
	 	Europe
                Stock
	 	 	
                    AIM
                    European Growth Fund-Investor Class

                    BlackRock EuroFund-Class I        

                     Fidelity Europe Capital Appreciation Fund

                    Fidelity Europe Fund     

                     Putnam Europe Equity Fund-Class A

                    T. Rowe Price European Stock Fund

                
	 	 	 	 
	 	Latin America
                Stock
	 	 	DWS Latin
                America Fund-Class S
	 	 	Fidelity Latin
                America Fund
	 	 	T. Rowe Price
                Latin America Fund
	 	 	 	 
	 	Pacific
                Stock
	 	 	AIM Asian
                Pacific Growth Fund-Class A
	 	 	DWS Pacific
                Opportunities Equity Fund-Class S
	 	 	Fidelity
                Pacific Basin Fund 
	 	 	Fidelity
                Southeast Asia Fund
	 	 	Merrill Lynch
                Pacific Fund-Class I



        	
                    



                    
                    76

                    

                



        

        


        	 	Japan
                Stock
	 	 	Fidelity Japan
                Fund
	 	 	The Japan Fund,
                Inc.-Class S
	 	 	 	 



        	
                    
                    *    
                    *     *     *    
                    *


                    
                                    
                    I, Jeffery S. Heller,
                    Assistant General Counsel of the Corporation, and delegate of the Vice
                    President of Human Resources, hereby approve and adopt the foregoing amendment
                    to the Plan.

                
	 
                



        	 	Dated
                this 31st day of December, 2006.
	
                	 
	 	/s/ Jeffrey
                S.
                Heller                                                      


                 Assistant General Counsel

                BP Corporation North America Inc.



        	
                    



                    
                    77