EX-4.3






Exhibit 4.3




BP p.l.c.




RULES OF THE BP p.l.c.

DEFERRED ANNUAL BONUS PLAN 2005




	 	 	 
	Adoption:

	 	28 July 2005
	 
	 	 
	Amendment:

	 	16 March 2007, with effect for Restricted Share Units
granted on or after this date
	 
	 	 
	Further Amendment:

	 	7 May 2008, with effect for Restricted Share Units
granted on or after this date
	 
	 	 
	Further Amendment:

	 	17 December 2008
	 
	 	 
	Expiry Date:

	 	28 July 2015






Linklaters




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Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222




Ref 01/145/S Diosi





 









 








Table of Contents




	 	 	 	 	 	 	 
	Contents	 	Page	 
	1	 	Definitions
	 	 	1	 
	 
	2	 	Operation of the Plan
	 	 	2	 
	 
	3	 	Restricted Share Units
	 	 	4	 
	 
	4	 	Making of Awards
	 	 	5	 
	 
	5	 	Career Breaks
	 	 	6	 
	 
	6	 	Leaving the Group before the end of the Restricted Period
	 	 	7	 
	 
	7	 	Variations in share capital, demergers and special distributions
	 	 	8	 
	 
	8	 	Takeovers and restructurings
	 	 	8	 
	 
	9	 	Exchange of Awards
	 	 	10	 
	 
	10	 	Restrictions on issue of Shares
	 	 	10	 
	 
	11	 	Terms of employment
	 	 	10	 
	 
	12	 	General
	 	 	11	 
	 
	13	 	Changing the Plan and termination
	 	 	13	 
	 
	14	 	Governing law and jurisdiction
	 	 	14	 







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Rules of the BP p.l.c. Deferred Annual Bonus Plan 2005




Introduction



This plan sets out the terms on which awards of shares may be made to certain employees of the
Company and its Subsidiaries. Employees selected for participation in the Plan will be granted
restricted share units giving them a conditional entitlement to an award of shares. The number of
restricted share units granted will be calculated as a percentage of the cash bonus they receive
under the Company’s annual cash bonus plan. The award of shares is subject to continued employment
during the holding period. This Plan was amended with effect from 16 March 2007. Grants and Awards
made prior to this date are governed by the rules of the BP Deferred Annual Bonus Plan 2005 as
adopted on 28 July 2005. Subsequent amendments were made to this Plan on 7 May 2008.





	1	 	Definitions
	 
	 	 	In these rules:
	 
	 	 	“Acquiring Company” means a person who obtains Control of the Company;
	 
	 	 	“ADS” means an American depository share representing ordinary shares of the Company;
	 
	 	 	“Award” means an award of Shares under rule 4;
	 
	 	 	“Award Date” means the date on which an Award is made under any of rules 4.1, 5, 6 or 8;
	 
	 	 	“Business Day” means a day on which the London Stock Exchange (or, if relevant and if the
Designated Corporate Officer determines, any stock exchange nominated by the Designated
Corporate Officer on which the Shares are traded) is open for the transaction of business.
For the purposes of ADSs “Business Day” means a day on which the New York Stock Exchange is
open for the transaction of business;
	 
	 	 	“Career Break” means an extended period of unpaid leave from normal work, without ceasing to
be an employee or director of any Member of the Group, with the agreement of the Company and
which is designated by the Plan Administrator as a Career Break for the purposes of these
rules;
	 
	 	 	“Company” means BP p.l.c.;
	 
	 	 	“Conditions” means any conditions imposed under rule 2.4, including any conditions relating
to performance;
	 
	 	 	“Control” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act
1988;
	 
	 	 	“Dealing Restrictions” means restrictions imposed by statute, order, regulation or
Government directive, or by the Model Code or any code adopted by the Company based on the
Model Code;
	 
	 	 	“Designated Corporate Officer” means the Group Chief Executive or other appropriate
Corporate Officer authorised under the BP Management Framework or under other relevant
delegations;
	 
	 	 	“Grant Date” means the date which the Plan Administrator sets for the grant of Restricted
Share Units;




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	 	 	“London Stock Exchange” means London Stock Exchange plc;
	 
	 	 	“Member of the Group” means:






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






	 	 	“Model Code” means the UK Listing Authority Model Code for transactions in securities by
directors, certain employees and persons connected with them;
	 
	 	 	“Participant” means a person who is participating in the Plan or his personal
representatives;
	 
	 	 	“Plan” means these rules known as “The BP p.l.c. Deferred Annual Bonus Plan 2005” as changed
from time to time;
	 
	 	 	“Plan Administrator” means the person or persons appointed by the Designated Corporate
Officer as the plan administrator for the purposes of this Plan;
	 
	 	 	“Regulatory Information Service” means a service that is approved by the Financial Services
Authority as meeting the Financing Information Provider Criteria and is on the list of
Regulatory Information Services monitored by the Financial Services Authority;
	 
	 	 	“Restricted Period” means the period notified to the Participants under rule 3.1.2, and
which will normally be 3 calendar years from the beginning of the calendar year in which the
Grant Date falls, unless otherwise determined by the Plan Administrator and approved by the
Designated Corporate Officer on or before the Grant Date;
	 
	 	 	“Restricted Share Unit” means a conditional entitlement to an Award granted to a Participant
in accordance with the Share Bonus Ratio;
	 
	 	 	“Shares” means fully paid ordinary shares in the capital of the Company or where the context
requires ADSs (see rule 4.6);
	 
	 	 	“Share Bonus Ratio” means the percentage, as determined by the Designated Corporate Officer,
of the cash bonus used to calculate the number of Restricted Share Units granted to a
Participant;
	 
	 	 	“Subsidiary” means a company which is a subsidiary of the Company within the meaning of
Section 736 of the Companies Act 1985;
	 
	2	 	Operation of the Plan
	 
	2.1	 	Eligibility






	 	2.1.1	 	The Company may select any employee of a Member of the Group to join the Plan
and become a Participant, However, participation may not be extended to an employee who
on the Grant Date is either (i) a director of the Company or (ii) unless rule 2.8
applies, an employee whose employment has been or is to be terminated whether or not
notice of termination of employment has been given or received and whether or not such
termination is lawful; unless in the case of (ii) only the Designated Corporate Officer
considers that special circumstances exist.




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	 	2.1.2	 	Rule 2.8 applies where a person has ceased to be an employee of the Company or
Subsidiary or an event occurs as described in rules 8.1, 8.2 or 8.4 during the
financial year prior to the Grant Date.






	2.2	 	Grant






	 	2.2.1	 	Where a Participant has been selected to participate in the Plan under rule
2.1.1, the Company will determine how many Restricted Share Units should be granted to
the Participant. Rule 5.1 also applies in relation to Career Breaks.
	 
	 	2.2.2	 	Restricted Share Units granted under the Plan, and the terms of those
Restricted Share Units must be approved in advance by the Designated Corporate Officer.






	2.3	 	Timing of Operation
	 
	 	 	Restricted Share Units may only be granted within 42 days starting on any of the following:






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






	2.4	 	Conditions






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






	2.5	 	Statements
	 
	 	 	Each Participant will receive a statement setting out the terms of the Restricted Share
Units as soon as practicable after the Grant Date and from time to time thereafter if the
Company deems it appropriate following any increase in Restricted Share Units under rule
3.3. If any statement is lost or damaged the Company may replace it on such terms as it
decides.
	 
	2.6	 	No payment
	 
	 	 	A Participant is not required to pay for the grant of any Restricted Share Units.




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	2.7	 	Disclaimer of Restricted Share Units
	 
	 	 	Any Participant may disclaim all or part of his Restricted Share Units within 80 days after
the Grant Date by notice in writing to any person nominated by the Company. If this happens,
the Restricted Share Units will be deemed never to have been granted under the Plan. A
Participant is not required to pay for the disclaimer.
	 
	2.8	 	Persons who leave during financial year
	 
	 	 	Where a person has ceased or is to cease to be an employee of the Company or a Subsidiary
for any of the reasons set out in rules 6.2.1 or 6.4, prior to the Grant Date but was an
employee at any time during the relevant financial year then that person is eligible for a
grant of Restricted Stock Units to be made to him on the Grant Date in respect of that
relevant financial year. The number of Shares comprised in Restricted Stock Units will be
determined by the Designated Corporate Officer having regard to performance and the period
of the relevant financial year in which the individual was an employee as a proportion of
the whole financial year.
	 
	 	 	Where during the relevant financial year an event described in rules 8.1, 8.2 or 8.4 takes
place, then the Company may grant the employee Restricted Share Units and an Award may be
made to him. .
	 
	3	 	Restricted Share Units
	 
	3.1	 	Terms of Grant
	 
	 	 	Restricted Share Units are subject to the rules of the Plan and such other terms and
conditions as may be determined on or before the Grant Date by the Designated Corporate
Officer. The terms of the grant of Restricted Share Units, as determined by the Company and
approved by the Designated Corporate Officer, must be notified to the Participant and must
include:






	 	3.1.1	 	the number of notional Shares comprised in Restricted Share Units;
	 
	 	3.1.2	 	the Restricted Period; and
	 
	 	3.1.3	 	any condition specified under rule 2.4.






	3.2	 	Rights
	 
	 	 	A Participant will have no rights of a shareholder (e.g. voting or dividends) in respect of
Shares notionally comprised in Restricted Share Units.
	 
	3.3	 	Dividend equivalents
	 
	 	 	The number of Restricted Share Units granted to a Participant shall be increased as
determined by the Plan Administrator to take account of the Net Dividends that would have
been paid on the Shares subject to his Restricted Share Units during the Restricted Period
(“Additional Restricted Share Units”). Additional Restricted Share Units will be credited to
a Participant at the time dividends are paid. All Additional Restricted Share Units shall be
subject to the rules of the Plan and the terms of the Restricted Share Units by reference to
which they were granted, including the same Restricted Period.




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	 	 	The Designated Corporate Officer may at any time decide to disapply this rule 3.3 in
relation to all or part of a special dividend or dividend in specie which may otherwise be
included in rule 3.3.
	 
	 	 	For the purposes of this rule 3.3, “Net Dividends” means the amount of the dividend payment
excluding any tax credit.
	 
	3.4	 	Restriction on disposal of interest and hedging
	 
	 	 	A Participant must not sell, transfer, assign, hedge, charge or otherwise dispose of any
grant (or any part of a grant) of Restricted Share Units (or any interest in such grant) and
must not enter into any transaction which transfers the risk of price movements with regard
to the Shares subject to a grant of Restricted Share Units. If he does, then the Designated
Corporate Officer may determine that the whole grant of Restricted Share Units lapses.
	 
	4	 	Making of Awards
	 
	4.1	 	Making of Awards where no Conditions apply
	 
	 	 	Subject to rules and 6, the Company will make an Award to the Participant as soon as
practicable following the end of the Restricted Period.
	 
	4.2	 	Award where Conditions apply
	 
	 	 	Where an Award is subject to the satisfaction of Conditions, the Designated Corporate
Officer will as soon as practicable following the end of the Restricted Period determine
whether and to what extent any Conditions have been satisfied and make an Award to the
Participant. The Designated Corporate Officer may decide to adjust the number of Shares to
be awarded (which may exceed the number notified under rule 2.2.1) to take account of the
extent to which the Conditions have been satisfied.
	 
	4.3	 	Consequences
	 
	 	 	To the extent that an Award has been made under any of rule 4, 6, or 8, the Company will
procure the transfer of Shares to the Participant (or as he may direct) as soon as
practicable after the Award Date. The Participant will be entitled to all rights to Shares
where the record dates fall after the date of transfer. Any transfer of Shares will be
subject to any conditions determined by the Designated Corporate Officer.
	 
	4.4	 	Lapse
	 
	 	 	If any Restricted Share Units lapse under the Plan an Award cannot be made and a Participant
has no rights in respect of those Restricted Share Units.
	 
	4.5	 	Cash alternative
	 
	 	 	The Company in its absolute discretion may decide to satisfy Awards by paying an equivalent
amount in cash (subject to the withholding provisions in rule 4.7 (Withholding)). The cash
amount must be equal to the Market Value of the Shares which would but for the application
of this rule have been awarded on the Award Date of that Award.
	 
	 	 	For the purposes of this rule 4.5, “Market Value” means in relation to a Share on any day:






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




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	 	4.5.2	 	in relation to an ADS the average of the highest and lowest trading prices of
an ADS as derived from the New York Stock Exchange Inc. on the immediately preceding
Business Day.






	4.6	 	ADSs
	 
	 	 	The Plan Administrator may determine that certain Restricted Share Units and Awards will be
in respect of ADSs and references in these rules to Shares, Restricted Share Units and
dividends shall be construed accordingly.
	 
	4.7	 	Withholding
	 
	 	 	The Company, any employing company or trustee of any employee benefit trust may withhold
such amount and make such arrangements as it considers necessary to meet any liability to
taxation or social security contributions in respect of Restricted Share Units or Awards.
These arrangements may include the sale of any Shares on behalf of the Participant or the
reduction in the number of Shares comprised in an Award.
	 
	4.8	 	Forfeiture
	 
	 	 	Notwithstanding any other rules of the Plan (including, without limitation, rules 6.2, 6.3,
and 6.4), if the Designated Corporate Officer determines that a Participant has engaged in
conduct (including, but not limited to, a violation of the BP Code of Conduct) which the
Designated Corporate Officer considers was contrary to the legitimate expectations of the
Company for an employee in the Participant’s position then the Designated Corporate Officer
may reduce the number of Shares to be awarded (including to zero in which case an Award will
not be made) or if an Award has already been made but Shares have not yet been transferred
(because of, for example, any Dealing Restrictions), transfer to the Participant a reduced
number of Shares or no Shares at all.
	 
	5	 	Career Breaks
	 
	5.1	 	Grant
	 
	 	 	If, on the Grant Date, a Participant is on a Career Break, or at any time prior to the Grant
Date has been on a Career Break, his grant of Restricted Share Units may be pro-rated by
reference to the period of the financial year immediately preceding the Grant Date in which
the Participant was on a Career Break as a proportion of the whole financial year.
	 
	5.2	 	Award






	 	5.2.1	 	If a Participant is on a Career Break on the date that an Award would
ordinarily be made under the Plan, then unless the Plan Administrator determines
otherwise in any particular case, an Award will not be made but will be made in
accordance with rules 4.1 to 4.7 as soon as practicable after the Plan Administrator
determines that the Participant has returned to normal employment at the end of the
Career Break and has continued to be in his normal employment for a period of three
months from the date of return, and in that period has not given or received notice of
termination of employment .
	 
	 	5.2.2	 	Unless any of the reasons set out in rules 6.2.1, 6.4, 8.1, 8.2 or 8.4 apply,
if the Participant ceases to be an employee or director of any Member of the Group
before having returned to normal employment at the end of the Career Break or




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	 	 	 	during the three month period referred to in rule 5.2.2, then an Award will not be
made to the Participant and the Restricted Share Units will lapse on cessation of
employment. If any of the reasons set out in rules 6.2.1 or 6.4 applies, an Award
will be made in accordance with rules 4.1 to 4.7 as soon as practicable after
cessation of employment. If any of the reasons set out in rules 8.1, 8.2 or 8.4
apply, an Award will be made in accordance with those rules.






	6	 	Leaving the Group before the end of the Restricted Period
	 
	6.1	 	General rule on leaving employment
	 
	 	 	Unless rule 6.2 or 6.4 applies, if a Participant ceases to be an employee or director of a
Member of the Group before the end of the Restricted Period, then all his Restricted Share
Units lapse on the date of cessation and he shall not be entitled to any Shares.
	 
	6.2	 	Leaving in exceptional circumstances






	 	6.2.1	 	Other than when rule 5.2.2 applies, if a Participant ceases to be an employee
or director of any Member of the Group before the end of the Restricted Period for any
of the reasons set out below, then his Restricted Share Units do not lapse and an Award
may be made to him at the end of the Restricted Period in accordance with rule 4.1
unless the Plan Administrator decides to make the Award before the end of the
Restricted Period. The reasons are:






	 	(i)	 	ill-health, injury or disability;
	 
	 	(ii)	 	retirement with the agreement of the Company;
	 
	 	(iii)	 	the Participant’s employing company ceasing to be under the
Control of the Company;
	 
	 	(iv)	 	a transfer of the undertaking, or the part of the undertaking,
in which the Participant works to a person which is not under the Control of
either the Company or a Member of the Group;
	 
	 	(v)	 	redundancy, but only in circumstances which give rise to a
redundancy payment;
	 
	 	(vi)	 	termination or severance by the Participant’s employer except
where the Plan Administrator determines that an Award should not be made due to
the conduct or performance of the Participant; or
	 
	 	(vii)	 	any other reason, if the Designated Corporate Officer so
decides in any particular case.






	 	6.2.2	 	The Designated Corporate Officer and the Plan Administrator must exercise any
discretion provided for in rule 6.2.1(vii) within 80 days after they become aware of
the cessation of the relevant Participant’s employment or office and where the
discretion is not exercised in favour of the Participant the Restricted Share Units
will be treated as having lapsed on the date of cessation.




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	6.3	 	Leaving after the end of the Restricted Period but before the making of an Award or the
transfer of Shares
	 
	 	 	Subject to rule 4.8, if a Participant ceases to be an employee or director of any Member of
the Group after the end of the Restricted Period but either before Awards have been made or,
to the extent Awards have been made, before the Shares have been transferred (because of,
for example, any Dealing Restrictions), then neither his Restricted Share Units nor Awards
will lapse. In these circumstances, Awards will still be made in accordance with rule 4.
	 
	6.4	 	Death
	 
	 	 	If a Participant dies, his Restricted Share Units do not lapse and an Award may be made to
his personal representatives as soon as possible after the date of death The Designated
Corporate Officer will determine the number of Shares to be awarded in respect of Restricted
Share Units. For the avoidance of doubt, the Plan Administrator may decide to satisfy such
Awards in cash calculated in accordance with rule 4.5.
	 
	6.5	 	Meaning of “ceasing to be an employee or director”
	 
	 	 	For the purposes of this rule 6, a Participant will not be treated as ceasing to be an
employee or director of a Member of the Group until he ceases to be an employee or director
of any Member of the Group or if he recommences employment with a Member of the Group within
7 days.
	 
	7	 	Variations in share capital, demergers and special distributions
	 
	 	 	If, before the transfer of Shares pursuant to an Award, there is:






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






	 	 	then the number of Shares comprised in an Award shall be adjusted in such manner as the
Designated Corporate Officer may determine.
	 
	8	 	Takeovers and restructurings
	 
	8.1	 	Takeovers
	 
	 	 	Where, before the end of the Restricted Period, a person (or a group of persons acting in
concert) obtains Control of the Company as a result of making an offer to acquire Shares, an
Award will be made to a Participant, subject to rules 2.4 and 8.3 (Exchange), on the date
the person obtains Control. The Designated Corporate Officer will determine the number of
Shares to be awarded in respect of Restricted Share Units.
	 
	8.2	 	Schemes of arrangement
	 
	 	 	When, before the end of the Restricted Period, a court sanctions a compromise or arrangement
in connection with the acquisition of Shares, an Award will be made to a Participant,
subject to rules 2.4 and 8.3 on the date of court sanction. This rule applies to a




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	 	 	court sanction under Section 425 of the Companies Act 1985 or equivalent procedure under
local legislation. The Designated Corporate Officer will determine the number of Shares to
be awarded in respect of Restricted Share Units.
	 
	8.3	 	Exchange
	 
	 	 	An Award will not be made under either rule 8.1 or 8.2 but Restricted Share Units will be
exchanged under rule 9 (Exchange of Awards) to the extent that:






	 	8.3.1	 	an offer to exchange the Restricted Share Units is made and accepted by a
Participant; or
	 
	 	8.3.2	 	the Designated Corporate Officer, with the consent of the Acquiring Company,
decides before the person obtains Control (where rule 8.1 applies) or court sanction
(where rule 8.2 applies) that the Restricted Share Units will be automatically
exchanged.






	8.4	 	Demergers or other corporate events






	 	8.4.1	 	If the Designated Corporate Officer becomes aware that the Company is or is
expected to be affected by any demerger, distribution (other than an ordinary dividend)
or other transaction not falling within rules 8.1 (Takeover), or 8.2 (Schemes of
arrangement) which, in the opinion of the Designated Corporate Officer would affect the
current or future value of any Restricted Share Units, the Designated Corporate Officer
may determine that an Award will be made to a Participant. The Designated Corporate
Officer will determine the number of Shares to be awarded in respect of Restricted
Share Units.
	 
	 	8.4.2	 	The Company will notify any Participant who is affected by the exercise of
discretion of the Designated Corporate Officer under this rule.






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






	 	8.6.1	 	suffer a tax disadvantage in relation to his Restricted Share Units and/or the
making of an Award (this being shown to the satisfaction of the Designated Corporate
Officer); or
	 
	 	8.6.2	 	become subject to restrictions on his ability to receive or to hold or deal in
the Shares or the proceeds of the sale of the Shares because of the security laws or
exchange control laws of the country to which he is transferred;
	 
	 	8.6.3	 	then if the Participant continues to hold an office or employment with a
Member of the Group, the Designated Corporate Officer may in exceptional circumstances
decide that the Awards will be made on a date the Designated Corporate Officer chooses
before or after the transfer takes effect. The Award will be made in respect of the
number of Restricted Share Units the Designated Corporate Officer permits.




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	9	 	Exchange of Awards
	 
	9.1	 	Timing of exchange
	 
	 	 	Where Restricted Share Units are to be exchanged under rule 8 (Takeovers and restructurings)
the exchange will take place as soon as practicable after the relevant event.
	 
	9.2	 	Exchange terms
	 
	 	 	Where a Participant is granted new Restricted Share Units in exchange for existing
Restricted Share Units, the new Restricted Share Units:






	 	9.2.1	 	must be equivalent to the existing Restricted Share Units;
	 
	 	9.2.2	 	are treated as having been acquired at the same time as the existing
Restricted Share Units and Awards will be made in the same manner and at the same time;
	 
	 	9.2.3	 	are governed by the Plan as if references to Shares were references to the
 shares over which the new restricted share units are granted and references to the
Company were references to the Acquiring Company.






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






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






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






	 	11.1.3	 	Nothing in the rules or the operation of the Plan forms part of the contract of
employment or employment relationship of an Employee. The rights and obligations
arising from the employment relationship between the Employee and the Company or any
Member of the Group are separate from, and are not affected by, the Plan. Participation
in the Plan does not create any right to, or expectation of, continued employment or a
continued employment relationship.
	 
	 	11.1.4	 	The grant of Restricted Share Units on a particular basis in any year does not create
any right to or expectation of the grant of Restricted Share Units on the same basis,
or at all, in any future year.
	 
	 	11.1.5	 	The benefit to an Employee of participating in the Plan shall not form any
contractual right and shall not be pensionable or benefit bearing.




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	 	11.1.6	 	No Employee has a right to participate in the Plan, or be considered for
participation in it, at a particular level or at all. Participation in one operation of
the Plan does not imply any right to participate, or to be considered for participation
in any later operation of the Plan.
	 
	 	11.1.7	 	Without prejudice to an Employee’s right in respect of Restricted Share Units or an
Award subject to and in accordance with the express terms of the Plan, no Employee has
any rights in respect of the exercise or omission to exercise any discretion, or the
making or omission to make any decision, relating to the Restricted Share Units or the
Award. Any and all discretions, decisions or omissions relating to the Restricted Share
Units or the Award may operate to the disadvantage of the Employee, even if this could
be regarded as capricious or unreasonable, or could be regarded as in breach of any
implied term between the Employee and his employer, including any implied duty of trust
and confidence. Any such implied term is excluded and overridden by this rule.
	 
	 	11.1.8	 	No Employee has any right to compensation for any loss in relation to the Plan,
including:






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






	 	11.1.9	 	Participation in the Plan is permitted only on the basis that the Participant accepts
all the provisions of its rules, including in particular this rule. By participating in
the Plan, an Employee waives all rights under the Plan, other than the right to acquire
shares subject to and in accordance with the express terms of the Plan and any
condition under rule 2.4, in consideration for, and as a condition of, the grant of
Restricted Share Units under the Plan.
	 
	 	11.1.10	 	Nothing in this Plan confers any benefit, right or expectation on a person who is
not an Employee. No such third party has any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any
other right or remedy of a third party which may exist.
	 
	 	11.1.11	 	Each of the provisions of this rule is entirely separate and independent from each
of the other provisions. If any provision is found to be invalid then it will be deemed
never to have been part of these rules and to the extent that it is possible to do so,
this will not affect the validity or enforceability of any of the remaining provisions.






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




11









 






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






	 	12.6.1	 	administering and maintaining Participant records;
	 
	 	12.6.2	 	providing information to trustees of any employee benefit trust, registrars, brokers
or third party administrators of the Plan;
	 
	 	12.6.3	 	providing information to future purchasers of the Company or the business in which
the Participant works;
	 
	 	12.6.4	 	transferring information about the Participant to a country or territory outside the
European Economic Area;
	 
	 	12.6.5	 	providing information to enable the Company to survey the Participant in respect of
his participation in the Plan.






	 	 	To the extent a Participant has already entered into any other data protection agreement
with any Member of the Group, this rule 12.6 will be interpreted so as not to be
inconsistent with or to limit that existing or this agreement.
	 
	12.7	 	Consents
	 
	 	 	All allotments and transfers of Shares will be subject to any necessary consents under any
relevant enactments or regulations for the time being in force in the United Kingdom or
elsewhere. The Participant will be responsible for complying with any requirements he needs
to fulfil in order to obtain or avoid the necessity for any such consent.




12









 






	12.8	 	Articles of association
	 
	 	 	Any Shares acquired under the Plan are subject to the articles of association of the Company
from time to time in force.
	 
	12.9	 	Notices






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






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






	 	 	 	or in the case of rules 12.9.1(i) or (ii) such other address, for example, work
address, which the Company considers appropriate.
	 
	 	12.9.2	 	Any notice or other document which has to be given to the Company or other duly
appointed agent under or in connection with the Plan may be delivered or sent by post
to it at its registered office (or such other place as the Plan Administrator or duly
appointed agent may from time to time decide and notify to Participants) or sent by
e-mail or fax to any e-mail address or fax number notified to the Participant.






	 	 	Notices sent by post will be deemed to have been given on the second day after the date of
posting. However, notices sent by or to a Participant who is working overseas will be deemed
to have been given on the seventh day after the date of posting. Notices sent by e-mail or
fax, in the absence of evidence to the contrary, will be deemed to have been received on the
day after sending.
	 
	13	 	Changing the Plan and termination
	 
	13.1	 	Designated Corporate Officer’s powers
	 
	 	 	The Designated Corporate Officer may at any time change the Plan in any way.
	 
	13.2	 	Notice
	 
	 	 	The Plan Administrator may give written notice of any changes made to any Participant
affected.
	 
	13.3	 	National Provisions
	 
	 	 	Notwithstanding any other provision of the Plan, but subject always to rule 13.1 the Company
may amend or add to the provisions of the Plan it considers necessary or desirable to take
account of, or to mitigate, or to comply with relevant overseas laws including but not
limited to taxation, securities or exchange control laws, provided that the terms of
Restricted Share Units granted to such Participants are not more favourable overall than the
terms of Restricted Share Units granted to other Participants.




13









 






	13.4	 	Termination
	 
	 	 	The Designated Corporate Officer may terminate the Plan at any time. However, Restricted
Share Units granted before such termination will continue to be valid and Awards may be made
in respect of those Restricted Share Units as described in these rules.
	 
	14	 	Governing law and jurisdiction
	 
	 	 	English law governs the Plan and all Awards and their construction. The English Courts have
exclusive jurisdiction in respect of disputes arising under or in connection with the Plan,
Restricted Share Units or any Award unless the Designated Corporate Officer determines
otherwise, in which case proceedings may be taken in any other court of competent
jurisdiction.




14









 











Schedule 1

US




This United States (“US”) Schedule has been adopted by the Company pursuant to rule 13.3 of the
Plan and shall vary the terms of the Plan (including Schedules 1, 2 and 4) (and any other related
documents) accordingly for all US Participants. For the purposes of this Schedule 1, a “US
Participant” means a Participant who is:




	(i)	 	a US citizen;
	 
	(ii)	 	a US permanent resident (as may be evidenced by a so-called “green card” and/or participation
in a US tax-qualified pension plan sponsored by a Member of the Group);
	 
	(iii)	 	a non-US citizen who is posted to the United States as of an Award Date and who is (or
expected to become) subject to US taxation as a resident alien; or
	 
	(iv)	 	a non-US citizen to the extent that he or she is or becomes subject to Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), with regard to a grant or Award
including a non-resident alien taxpayer, with respect to some portion of a grant or Award that
is deemed to be income from a US source.





Rule 2.4 shall be varied by adding the following:




For purposes of Rule 2.4, the Designated Corporate Officer may not waive or change a performance
Condition which requires a US Participant to remain employed or to continue to perform services as
a condition of receiving an Award.



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




Notwithstanding anything contained in the Plan rules to the contrary, no Award or payment pursuant
to this Plan may be paid later than 2 1/2 months after the end of the calendar year during which the
Restricted Period ends.



Rule 5 shall be varied by adding the following:




Rule 5 is not intended to be applied to a Participant who is considered a US Participant based on
his status as a US citizen or a US permanent resident and who is employed by a Member of the Group
located in the United States. If applicable non-US law requires the general application of Rule 5
to any US Participant, Rule 5 will be applied in a manner consistent with the provisions of Rule
6.2 of this US Schedule.



The following shall be added as Rule 4.8:




	4.8	 	Deductions and offsets from Restricted Share Units
	 
	 	 	It shall be a condition of any Award to a US Participant that the Company, a Member of the
Group, or another company employing a US Participant may deduct from and set off against the
Shares (whether payable in cash or Shares and whenever payable) any debt, obligation,
liability, or other amount owed by the US Participant to a Member of the Group, including
but not limited to amounts under an expatriate tax policy (as currently in effect or as
amended from time to time), or amounts advanced on behalf of the US Participant with




15









 






	 	 	respect to employment taxes, as determined in the sole discretion of the Plan Administrator.





Rule 6.2 shall be replaced in its entirety to read as follows:





	6.2	 	Leaving in exceptional circumstances
	 
	 	 	If a US Participant ceases to be employed by any Member of the Group before the end of the
Restricted Period for any of the reasons set out below, then his Restricted Share Units do
not lapse and on Award may be made to him at the end of the Restricted Period in accordance
with rule 4.1 The reasons are:
	 
	 	 	(1) Disability. For the purposes of this Rule, a US Participant will be considered Disabled
if he is (i) unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months; or (ii) by reason of
any medically determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of a Member of the Group; or (iii) otherwise
disabled within the meaning of the Code. A US Participant will be considered Disabled if he
is receiving benefits under the BP Long Term Disability Plan or has received a determination
or disability for Social Security purposes; or
	 
	 	 	(2) a US Participant’s involuntary termination of employment with any Member of the Group,
other than due to such Participant’s conduct or performance. For avoidance of doubt, the
following circumstances will be considered an involuntary termination of employment: (A)
termination of a US Participant’s employment by his or her employer, or a termination
considered by the Designated Corporate Officer to have been initiated by the US
Participant’s employer, in both cases where the termination is not based on the US
Participant’s conduct or performance; (B) a US Participant’s employing Member of the Group
ceasing to be under the Control of the Company or (C) a sale of assets or other transaction
resulting in the loss of the US Participant’s employment with any Member of the Group.
Except as provided in (3) below, in no event will a resignation initiated by a US
Participant be considered an involuntary termination of employment, regardless of whether
the US Participant experienced a change in duties or work location resulting in his
resignation.
	 
		 	(3) Retirement with the consent of the US Participant’s employer.





Rule 6.4 shall be varied by adding the following:




Unless the grant document states otherwise, the Shares will in all circumstances be delivered
within 90 days after the date of the Participant’s death.



Rule 8.6 shall be varied by adding the following:




Rule 8.6 is not intended to be applied to a Participant who is considered a US Participant based on
his status as a US citizen or a US permanent resident and who is employed by a Member of the Group
located in the United States.



16









 





The following shall be added as rule 15





	15	 	US Tax Compliance and Deferrals
	 
	15.1	 	Compliance with Section 409A and Other Applicable Laws
	 
	 	 	To the extent that the grant of Restricted Share Units results in the deferral of
compensation under Section 409A of the Code: (i) the Plan is intended to comply with the
rules under Section 409A; (ii) for US Participants the delivery of Shares or other property
will not occur until the earliest date permitted under Section 409A(a)(2) and (a)(3); and
(iii) notwithstanding the provisions of rule 12.5, the Plan shall be unfunded for the
purposes of Section 409A.
	 
	 	 	Notwithstanding any provision of this Plan to the contrary, including but not limited to
rules 13.3 and 13.4 the Designated Corporate Officer may amend or terminate Restricted Share
Units or an Award made under this Plan at any time and without prior notice if he determines
in his sole discretion that such action is necessary or advisable to avoid or mitigate
potential non-compliance with applicable law or if compliance would create unreasonable
administrative burdens. If the terms of Restricted Share Units or an Award are amended or
terminated, the Company is under no obligation to provide any consideration or remuneration
in lieu of the Restricted Share Units or Award.
	 
	 	 	All taxes, penalties, or interest imposed on any Participant due to any failure to comply
with Section 409A of the Code or other tax rule shall be the Participant’s responsibility
and no Member of the Group shall have any obligation to keep the Participant whole.





17









 





Schedule 2

Restricted Cash Units





	1	 	Rules
	 
	 	 	The rules of the BP p.l.c. Deferred Annual Bonus Plan 2005 (“Plan”) will apply to grants
made under this Schedule 2, as modified by the terms of this Schedule 2 and (to the extent
necessary) as modified by Schedule 1.
	 
	2	 	Definitions
	 
	 	 	“Restricted Cash Units” means a conditional entitlement to an award of cash as described in
paragraph 3 of this Schedule 2;
	 
	 	 	“Unrestricted Cash Units” means an unconditional entitlement to an award of cash as
described in paragraph 6 of this Schedule 2.
	 
	3	 	Cash Awards
	 
	 	 	Restricted Share Units will be referred to for the purposes of this Schedule as Restricted
Cash Units. Any Restricted Cash Units granted under this Schedule 2 will give Participants a
right to receive a cash sum only. In addition, any dividend equivalents under rule 3.3 of
the Plan will be paid in cash only. No shares may be transferred in satisfaction of grants
under this Schedule 2 and references to Restricted Share Units and Awards shall be construed
accordingly.
	 
	4	 	No rights as shareholders
	 
	 	 	As a result only of their participation under this Schedule 2, Participants will have no
rights as shareholders of the Company and no rights to acquire Shares.
	 
	5	 	Payments of cash
	 
	 	 	Subject to paragraph 6 of this Schedule, after the end of the Restricted Period for grants
made under this Schedule 2 (and once any determinations are made under rule 4.2 of the Plan,
if applicable) the Plan Administrator will determine the number of Shares which would have
been comprised in an Award had a grant of Restricted Share Units been made rather than a
grant of Restricted Cash Units and shall make a cash payment to the Participant in
accordance with rule 4.5 of the Plan.
	 
	6	 	Grant of Unrestricted Cash Units
	 
	6.1	 	The Plan Administrator may decide at any time after the end of the Restricted Period for
grants made under this Schedule 2 (and once any determinations are made under rule 4.2 of the
Plan, if applicable) that a Participant will be granted Unrestricted Cash Units rather than
made a cash payment in accordance with paragraph 5 of this Schedule.
	 
	6.2	 	A grant of Unrestricted Cash Units will represent the number of Shares which would have been
comprised in an Award had a grant of Restricted Share Units been made rather than a grant of
Restricted Cash Units. Unrestricted Cash Units will give Participants a right to receive a
cash sum only.
	 
	6.3	 	Where a dividend is paid on a Share, the Plan Administrator may, in his absolute discretion,
adjust the number of Unrestricted Cash Units held by a Participant or take any other such
action which it deems appropriate.




18









 






	6.4	 	A Participant may at any time direct the Company to make him a cash payment in respect of all
or part of his Unrestricted Cash Units. The direction will be in such form as the Company may
decide. The payment will be made as soon as practicable after receipt of the direction.
	 
	6.5	 	The cash payment to be made under paragraph 6.4 of this Schedule will be calculated by
multiplying the number of Unrestricted Cash Units in respect of which the direction is made by
the Market Value of a Share on a date to be determined by the Plan Administrator on the basis
of one Share for each Unrestricted Cash Unit.
	 
	6.6	 	The Plan Administrator may determine a minimum number of Unrestricted Cash Units that a
direction may be made in respect of.
	 
	6.7	 	Where a Participant ceases to be employed by a Member of the Group, he shall be treated as
having made a direction as set out in paragraph 6.4 on the date on which he ceases to be an
employee.
	 
	6.8	 	Rule 4.7 of the Plan will apply in relation to any payments made under paragraph 6 of this
Schedule.
	 
	6.9	 	References to “Market Value” in this paragraph 6 has the same meaning as set out in rule 4.5
of the Plan.




19









 











Schedule 3

Restricted Shares





	1	 	Rules
	 
	 	 	The rules of the BP p.l.c. Deferred Annual Bonus Plan 2005 (“Plan”) will apply to grants
made under this Schedule 3, as modified by the terms of this Schedule 3.
	 
	2	 	Definitions
	 
	 	 	“Award” means an award of Restricted Shares;
	 
	 	 	“Award Date” means the date on which the Award Vests;
	 
	 	 	“Grant Date” means the date on which the Plan Administrator sets for the making of an Award;
	 
	 	 	“Vest” means the date on which the restrictions attaching to the Award fall away.
	 
	 	 	“Restricted Shares” means Shares awarded in accordance with this Schedule 3 and held in the
name of or for the benefit of a Participant subject to a Restricted Share Agreement;
	 
	 	 	“Restricted Share Agreement” means the agreement referred to in paragraph 3 of this
Schedule.
	 
	3	 	Restricted Share Agreement
	 
	 	 	A Participant who is made an Award must enter into an agreement with the Company that:






	 	(i)	 	to the extent that the Restricted Shares lapse under this Schedule 3, the
Shares will be forfeited and he will immediately transfer his interest in the Shares to
the Company or as the Company may direct, for no consideration or nominal
consideration, to any person specified by the Company; and
	 
	 	(ii)	 	he will not transfer, assign or dispense of any Restricted Shares or any rights
in respect of them before they Vest in accordance with paragraph 8 of this Schedule 3
and if he does his Restricted Shares will lapse except in the case of:






	 	(a)	 	the transmission of his Restricted Shares on his death to his
personal representatives; or
	 
	 	(b)	 	the transfer, assignment or other disposal of his Restricted
Shares, with the prior consent of the Designated Corporate Officer, subject to
any terms and conditions the Designated Corporate Officer may impose.






	 	 	The Participant must also sign any other documentation, including a power of attorney or
blank stock transfer form, requested by the Company.
	 
	 	 	If a Participant does not sign the Restricted Share Agreement or any other documents
requested by the Company within a period specified by the Company, the Restricted Shares
will lapse at the end of that period.
	 
	4	 	Award
	 
	 	 	On the making of an Award, the Company will procure that the relevant number of Shares are
transferred to the Participant or held on behalf of the Participant by a person




20









 






	 	 	designated by the Company, under the terms of this Schedule 3 and the Restricted Share
Agreement.
	 
	5	 	Tax elections
	 
	 	 	The Participant must enter into any elections in relation to Restricted Shares required by
the Company, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act
2003. If he does not do so within a period specified by the Company, the Restricted Shares
will lapse at the end of that period.
	 
	6	 	Retention of share certificates
	 
	 	 	The Company may retain the share certificates or other documents of title relating to any
Restricted Shares until they Vest in accordance with paragraph 8 of this Schedule 3 or make
such other arrangements it considers necessary to enforce the Restricted Share Agreement.
	 
	7	 	Voting and dividends
	 
	 	 	Except to the extent specified in the Restricted Share Agreement, the Participant will be
entitled to vote (or instruct any person holding the Restricted Shares on his behalf how to
vote) and to receive dividends and will have all other rights of a shareholder in respect of
Restricted Shares where the record date for the right falls on or after the date on which
the Restricted Shares are transferred to him or held on his behalf.
	 
	 	 	Rules 3.2 and 3.3 of the Plan will not apply in relation to Restricted Shares granted under
this Schedule 3.
	 
	8	 	Vesting
	 
	 	 	References in the rules of the Plan to the making of Awards or the award of Shares will be
taken to refer to the Vesting of Restricted Shares. Subject to rule 5 of the Plan,
Restricted Shares will Vest at the end of the Restricted Period.
	 
	9	 	Consequences of Vesting
	 
	 	 	To the extent that Restricted Shares Vest, the Restricted Share Agreement will cease to
apply to the Shares. If the Shares are held by any person for the benefit of the
Participant, that person may transfer the Shares to or to the order of the Participant.
	 
	10	 	Consequences of lapse for Restricted Shares
	 
	 	 	To the extent that Restricted Shares lapse, the Participant will transfer his interest in
the Shares as described in the Restricted Share Agreement.
	 
	11	 	No cash alternative
	 
	 	 	Rule 4.5 of the Plan will not apply.
	 
	12	 	No lapse on leaving after the end of the Restricted Period but before the making of an Award
	 
	 	 	Rule 6.3 of the Plan will not apply.
	 
	13	 	Variations in share capital, rights issues, demergers etc
	 
	 	 	Rule 7 of the Plan will be replaced by the following paragraphs:
	 
	 	 	“If there is:




21









 












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






	 	 	the Participant will, subject to the Restricted Share Agreement, have the same rights as any
other shareholder in respect of his Restricted Shares. Any shares, securities or rights
allotted to a Participant as a result of such an event shall be:






	 	(a)	 	treated as if they were awarded to the Participant under this Schedule 3 in the
same way and at the same time as the Restricted Shares in respect of which the rights
were conferred; and
	 
	 	(b)	 	subject to this Schedule 3, the rules of the Plan and the terms of the
Restricted Share Agreement.





However, securities bought by a Participant pursuant to a rights issue will not be treated as
described in (a) and (b) above except to the extent they are bought using the proceeds of sale of
rights under that rights issue.”



22









 





Schedule 4

IST Deferred Annual Bonus Plan




This Schedule 4 contains the rules of the BP p.l.c. IST Deferred Annual Bonus Plan (“the IST DAB”).
The rules of the BP p.l.c Deferred Annual Bonus Plan 2005 (“DAB”) (including Schedules 1 and 2 but
excluding Schedule 3) as amended by this Schedule apply to the IST DAB.




	1	 	Definitions
	 
	 	 	Words used in the DAB shall have the same meaning in the IST DAB as amended or added to
below:
	 
	 	 	“Additional Grant” means a grant of additional Restricted Share Units in accordance with
paragraph 6 of this Schedule.
	 
	 	 	“Original Grant” means the grant of Restricted Share Units made on a Grant Date.
	 
	 	 	“Restricted Periods” means the periods notified to the Participants under rule 3.1 and which
will normally be three periods for each grant of Restricted Share Units comprising one, two
and three calendar years from the beginning of the calendar year in which the Grant Date
falls, unless otherwise determined by the Plan Administrator as approved by the Designated
Corporate Officer on or before the Grant Date.
	 
	 	 	“Trader Bonus” means a bonus payable under the annual Trader Bonus Plan.
	 
	2	 	Eligibility
	 
	 	 	Rule 2.1 (“Eligibility”) shall in respect of the IST DAB be replaced by the following:






	 	“2.1 	 	Eligibility






	 	2.1.1	 	The Company may select any employee of a Member of the Group
who is an IST trader or an originator, as determined by the Designated
Corporate Officer, and who is eligible to be awarded a Trader Bonus in respect
of the financial year of the Company immediately prior to the proposed Grant
Date and whose Trader Bonus is above a designated financial level.
	 
	 	2.1.2	 	For the avoidance of doubt (unless the Designated Corporate
Officer considers that special circumstances exist) a person will not be
eligible for a grant of Restricted Share Units under the IST DAB if at the end
of the financial year immediately prior to the proposed Grant Date they were
not an employee of a Member of the Group or were under notice of termination of
employment (given or received and whether or not such termination was lawful).
	 
	 	2.1.3	 	No director of the Company or any employee who is not or was
not a trader or an originator shall be eligible to participate in the IST DAB.”






	3	 	Disposals and hedging
	 
	 	 	For the avoidance of doubt rule 3.4 (Restriction on disposal of interest and hedging) shall
apply to grants made under the IST DAB.
	 
	4	 	Persons who leave during financial year
	 
	 	 	Rule 2.8 (“Persons who leave during financial year”) shall not apply to grants made under
the IST DAB and shall instead be replaced by rule 2.1.2 above.




23









 






	5	 	Making of Awards
	 
	 	 	Rule 4.1 shall in respect of the IST DAB be replaced as follows:






	 	“4.1 	 	 Making of Awards where no Conditions apply
	 
	 	 	 	Subject to rule 6, the Company will make an Award to the Participant as soon as
practicable following the end of a Restricted Period. Where there is more than one
Restricted Period in respect of an Original Grant, then the number of Shares awarded
will be divided into equal portions for each Restricted Period and the Award
(including any Dividend Equivalents under rule 3.3) will be made at the end of the
relevant Restricted Period in respect of that proportion of Shares.”






	6	 	Additional Grant
	 
	 	 	The Company will make an Additional Grant at the time of the Original Grant. The number of
Restricted Share Units comprised in the Additional Grant will be equal to 25% of the number
of Restricted Share Units comprised in the Original Grant. The RSUs of the Additional Grant
will accrue dividend equivalents under rule 3.3 (Dividend Equivalents). The Restricted
Period on the Additional Grant will end at the same time as the last Restricted Period on
the Original Grant.




24