exv4w2






Exhibit 4.2




Carl Henric Svanberg

Chairman, BP plc




Robert Dudley

Group Chief Executive

1 St James’s Square

London, SW1Y 4PD



1 October 2010



Dear Bob



Following your appointment as Group Chief Executive I am pleased to confirm that the Remuneration
Committee has approved an increase in your base salary to $1,700,000 per annum, effective 1
October. All other aspects of your total remuneration remain unchanged except for your housing
allowance, which will terminate at the end of 2010.



The provisions of your Employment Agreement with BP Corporation North America Inc and the
Secondment Agreement between BP plc and BP Corporation North America Inc each dated 15 April 2009,
will remain in full force and effect and nothing in this letter is intended to amend any other
provisions of those Agreements. The General Terms and Conditions of Employment on Executive
Secondments which formed part of these arrangements, has been amended to reflect your new role. We
ask that you sign and return the enclosed copy of this letter where indicated below, to acknowledge
your agreement to the terms of this letter.



This letter will be governed by and construed in accordance with English law.



Yours sincerely,



Carl Henric Svanberg



I hereby agree to be bound by, and to comply with, the Amended Terms and Conditions attached to
this letter.




	 	 	 	 
				
	 

	 	 	
	 	 	 	
	 

	 	 	
	 	 	 	
	Robert Dudley

	 	Date	




















 







 






GENERAL TERMS AND CONDITIONS

OF EMPLOYMENT

ON EXECUTIVE SECONDMENTS



APPLICABLE TO ROBERT W. DUDLEY



1 OCTOBER 2010



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	 	PAGE	 
	1.	 	Interpretation
	 	 	1	 
	2.	 	Duties
	 	 	1	 
	3.	 	Place of Work of the Executive
	 	 	2	 
	4.	 	Incentives
	 	 	2	 
	5.	 	Travelling Expenses
	 	 	3	 
	6.	 	Car
	 	 	3	 
	7.	 	Pensions, Medical and other Benefits
	 	 	3	 
	8.	 	Vacation and Public Holidays
	 	 	3	 
	9.	 	Confidential Information
	 	 	4	 
	10.	 	Intellectual Property
	 	 	4	 
	11.	 	Termination of Secondment
	 	 	5	 
	12.	 	General
	 	 	6	 
	13.	 	Notices
	 	 	6	 






 









 





GENERAL TERMS AND CONDITIONS ON EXPATRIATE EXECUTIVE SECONDMENTS





	1.	 	INTERPRETATION
	 
	(1)	 	In these terms and conditions:
	 
	 	 	“Board” means the Board of Directors of the Company as the same may be constituted from time
to time or any committee of the Board of Directors duly appointed by it;
	 
	 	 	“Company” means BP plc;
	 
	 	 	“Chairman” means the chairman of the Company;
	 
	 	 	“Executive” means Robert W Dudley;
	 
	 	 	“Group” means the Company and its subsidiaries, affiliates, parents and related entities for
the time being and “Group Company” means any one of them;
	 
	 	 	“Recognised Investment Exchange” has the same meaning as in section 285 of the Financial
Services and Markets Act 2000;
	 
	 	 	“Remuneration Committee” means the remuneration committee of the Board of Directors of the
Company;
	 
	 	 	“Secondment” means the secondment of the Executive by BP Corporation North America Inc. to
BP plc;
	 
	 	 	“Subsidiary” means a subsidiary within the meaning of section 1261(1) of the Companies Act
2006;
	 
	 	 	“Working Day” means a day other than a Saturday, Sunday or Company holiday;
	 
	(2)	 	References in these terms and conditions to a person include a body corporate and an
unincorporated association of persons and references to a company include any body corporate.
	 
	(3)	 	Any reference in these terms and conditions to a statutory provision includes any statutory
modification or re-enactment of it for the time being in force.
	 
	(4)	 	Where appropriate, references to the Executive include his personal representatives.
	 
	2.	 	DUTIES
	 
	(1)	 	The Executive agrees to serve as the Group Chief Executive of the Company. The Executive
shall use his all reasonable endeavours to promote and protect the interests of the Group and
shall not do anything which is harmful to those interests.
	 
	(2)	 	The Executive shall diligently and faithfully perform such duties and exercise such powers as
may from time to time be assigned to or vested in him in relation to the conduct and
management of the affairs of the Group by the Board. The Board may also suspend all or any of
the Executive’s duties and powers for such periods and on such terms as he considers expedient
(including a term that the Executive shall not attend at the Company’s premises).





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	(3)	 	The Executive shall give to the Board such information regarding the affairs of the Group as
it shall require and shall comply with all proper instructions of the Board.
	 
	(4)	 	The Executive shall have the power and the authority to act in accordance with the
instructions of and within the limits prescribed by the Board and in accordance with the Board
Governance Principles.
	 
	(5)	 	The Executive shall comply with the BP Code of Conduct and all such other codes of conduct
from time to time adopted by the Company or notified to him and with all applicable rules and
regulations of the London Stock Exchange including (without limitation) the model code on
directors’ dealings in securities and with all other applicable laws, rules and regulations.
	 
	(6)	 	The Executive shall (unless prevented by sickness, disability or otherwise directed by the
Board) devote the whole of his time during normal business hours to his duties under these
General Terms and Conditions and such additional time as is necessary for the proper
fulfillment of those duties.
	 
	(7)	 	The Executive’s salary shall be inclusive of any fees receivable by him as a director of any
Group Company and if the Executive receives any such fees in addition to his salary he shall
pay them to the Company.
	 
	(8)	 	The Executive shall not accept any appointment to any office in relation to any body, whether
corporate or not, (other than a Group Company) or directly or indirectly be interested in any
manner in any other business except:






	 	(a)	 	as holder or beneficial owner (for investment purposes only) of any class of
securities in a company if those securities are publicly traded on a Recognised
Investment Exchange and if the Executive (together with his spouse, children, parents
and parents’ issue) neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
	 
	 	(b)	 	with the consent in writing of the Chairman which may be given subject to any
terms or conditions which the Chairman may require.






	3.	 	PLACE OF WORK OF THE EXECUTIVE
	 
	 	 	The Executive shall carry out the duties of Group Chief Executive. The Executive shall be
based at the Group’s headquarters in the United Kingdom at the Company’s address as stated
on page 1 above. The Executive may from time to time be required travel abroad to fulfill
his duties.
	 
	4.	 	INCENTIVES
	 
	 	 	The Executive agrees that his participation in any executive bonus or incentive arrangements
established by the Company shall be at the Remuneration Committee’s sole discretion; that he
is subject to the procedures as notified to him from time to time for setting and assessing
any bonus or incentive payments under any scheme in which he participates; that he is at all
times subject to the rules and provisions of any plan or benefit program that might apply;
and that he is subject to the procedures for making any payments that may be due to him
under the terms of any bonus or incentive scheme in which he participates.




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	5.	 	TRAVELLING EXPENSES
	 
	 	 	The Company shall reimburse the Executive (on production of such evidence as it may
reasonably require) the amount of all travelling and other expenses properly and reasonably
incurred by him in the discharge of his duties.
	 
	6.	 	CAR
	 
	(1)	 	The Executive shall be entitled to a car and a driver appropriate to his status for his use
in the performance of his duties and, subject to any restrictions or conditions from time to
time imposed by the Company, the Executive may use the car for his private purposes.
	 
	(2)	 	The Company shall pay all normal servicing, insurance and running expenses in relation to the
car and all fuel expenses incurred by the Executive in the performance of his duties.
	 
	(3)	 	The Executive shall take good care of the car and shall observe the terms and conditions of
the insurance policy relating to it and the terms of the Company’s car policy from time to
time.
	 
	(4)	 	If the Executive does not wish to take a car, he shall be entitled to receive an annual car
allowance (subject to any applicable taxes) in line with Company policy from time to time (the
“Car Allowance”). The Car Allowance shall not form part of the Executive’s pensionable salary
and shall not be taken into account in determining the Executive’s pension benefits or his
rights under any incentive plan or other benefit in which he participates or to which he is
entitled.
	 
	7.	 	PENSIONS, MEDICAL AND OTHER BENEFITS
	 
	(1)	 	During the period of Secondment, the Executive will participate in all benefit plans and
programs provided by BP Corporation North America Inc. to similarly situated executive
employees, as they may exist from time to time, and subject to the terms and provisions of the
plans and programmes. These plans and programmes provide among other things, pension,
savings, medical and dental benefits. The provisions of the plans and programs as currently
described may be found at bp.com/lifebenefits. This Agreement is not intended to provide the
Executive with any greater rights or privileges in relation to these benefits other than as
set forth in the applicable plans and programme documents.
	 
	(2)	 	The Company may from time to time require the Executive to be examined by a medical adviser
nominated by the Company and the Executive consents to the medical adviser disclosing the
results of the examination to the Company’s medical adviser and shall provide the Company with
such formal consents as may be necessary for this purpose.
	 
	(3)	 	The Executive shall be entitled to receive tax preparation assistance from PWC which shall be
paid for by the Company.
	 
	8.	 	VACATION AND PUBLIC HOLIDAYS
	 
	(1)	 	The Executive is entitled to any UK public holidays falling during the term of the
secondment. The Executive shall take his vacation entitlement at times agreed with the
Chairman. The Executive shall be entitled to 30 Working Days holiday in every calendar year.
	 
	(2)	 	Any entitlement to vacation remaining at the end of any calendar year may be carried forward
to the next calendar year but no further. The entitlement to vacation (and




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	 	 	on termination of employment to accrued but unused vacation) accrues pro rata throughout
each calendar year (disregarding fractions of days).
	 
	9.	 	CONFIDENTIAL INFORMATION
	 
	(1)	 	The Executive shall not make use of or divulge to any person, and shall use his best
endeavours to prevent the use, publication or disclosure of, any information of a confidential
or secret nature:






	 	(a)	 	concerning the business of the Company or any Group Company and which comes to
his knowledge during the course of or in connection with his employment or his holding
any office within the Group from any source within the Company or any Group Company; or
	 
	 	(b)	 	concerning the business of any person having dealings with the Company or any
Group Company and which is obtained directly or indirectly in circumstances in which the
Company or any Group Company is subject to a duty of confidentiality in relation to that
information.






	(2)	 	This clause shall not apply to information which is:






	 	(a)	 	used or disclosed in the proper performance of the Executive’s duties or with
the prior written consent of the Company; or
	 
	 	(b)	 	ordered to be disclosed by a court of competent jurisdiction or otherwise
required to be disclosed by law.






	(3)	 	This clause shall continue to apply after the termination of the Secondment (whether
terminated lawfully or not) without limit of time.
	 
	(4)	 	Each of the restrictions in each paragraph or sub-clause above shall be enforceable
independently of each of the others and its validity shall not be affected if any of the
others is invalid. If any of those restrictions is void but would be valid if some part of the
restriction were deleted, the restriction in question shall apply with such modification as
may be necessary to make it valid.
	 
	10.	 	INTELLECTUAL PROPERTY
	 
	(1)	 	In this clause “Intellectual Property Right” means a formula, process, invention,
improvement, utility model, trade mark, service mark, business name, copyright, design right,
patent, know-how, trade secret, program, documentation, other copyrightable work and any other
intellectual property right of any nature whatsoever throughout the world (whether registered
or unregistered and including all applications and rights to apply for the same) which:






	 	(a)	 	relates to or is useful in connection with the business or any product or
service of a Group Company; and
	 
	 	(b)	 	is invented, developed, created or acquired by the Executive (whether alone or
jointly with any other person) during the period of his employment with the Group
(which for the avoidance of doubt excludes the period of his employment with TNK-BP)
(“the Employment”).






	(2)	 	Any Intellectual Property Right that the Executive creates or works on during the Employment
are works made “for hire” for purposes of copyright laws. Any




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	 	 	copyright rights in those works are owned by the Company, not by the Executive.
	 
	(3)	 	The Executive shall promptly communicate in confidence to the Company full particulars of any
Intellectual Property Right (whether or not it is vested in the Company pursuant to sub-clause
(2) above or otherwise) and the Executive shall not use, disclose to any person or exploit any
Intellectual Property Right belonging to the Company without the prior written consent of the
Company.
	 
	(4)	 	The Executive shall, at the request and expense of the Company, prepare and execute such
instruments and do such other acts and things as may be necessary or desirable to enable the
Company or its nominee to obtain the protection of any intellectual Property Right vested in
the Company in such parts of the world as may be specified by the Company or its nominee and
to enable the Company to exploit any Intellectual Property Right vested in the Company to best
advantage.
	 
	(5)	 	These obligations of the Executive regarding Intellectual Property Right as set forth above
shall continue to apply after the termination of the Employment. Each of those obligations is
enforceable independently of each of the others and its validity shall not be affected if any
of the others is unenforceable to any extent.
	 
	11.	 	TERMINATION OF SECONDMENT
	 
	(1)	 	If the Executive is appointed as a director or officer of the Company or of any Group Company
and the Executive ceases to be a director or officer of the Company or of that Group Company
(for any reason whatsoever) that shall not terminate the Secondment.
	 
	(2)	 	On the termination of the Secondment in any way the Executive shall immediately:






	 	(a)	 	return the car and its keys to the Company at such place as it shall nominate
for the purpose; and
	 
	 	(b)	 	deliver to the Company’s Group Human Resources Department all property in his
possession, custody or under his control belonging to any Group Company including (but
not limited to) business cards, credit and charge cards, security and computer passes,
original and copy documents or other media on which information is held in his
possession relating to the business or affairs of any Group Company; and
	 
	 	(c)	 	resign all offices held by him in any Group Company (without prejudice to the
rights of any party arising out of the termination of the Secondment).






	(3)	 	The Executive hereby authorizes the Company to deduct from any amounts payable by the Company
or the Group to the Executive on the termination of the Executive any sums due to the Company
or the Group from the Executive as permitted by law.
	 
	(4)	 	With effect from the date of termination of the Secondment, all the rights and obligations of
the parties shall cease except for those which are expressed to continue after that date and
except in relation to any breach of any provision of these terms and conditions or any other
agreement between the Company and the Executive before that date. Termination of the
Secondment shall not prejudice any other rights of the Company.




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	12.	 	GENERAL
	 
	(1)	 	These terms and conditions shall be governed by and construed in accordance with English law.
	 
	(2)	 	In the event of any conflict between these terms and conditions and the provisions of any
other agreement between the Executive and any Group Company, these terms and conditions shall
prevail.
	 
	13.	 	 NOTICES
	 
	(1)	 	Any notice or other document to be served under any agreement between the Company and the
Executive may, in the case of the Company, be delivered by hand or sent by first class mail or
telex or facsimile process to the Company at its registered office for the time being and, in
the case of the Executive, may be delivered to him or sent by first class mail to his usual or
last known place of residence.
	 
	(2)	 	Any such notice or other document shall be deemed to have been served:






	 	(a)	 	if delivered, at the time of delivery;
	 
	 	(b)	 	if mail, at 10.00 a.m. on the second Working Day after it was put into the
mail; or
	 
	 	(c)	 	if sent by telex or facsimile process, at the expiration of two hours after the
time of dispatch, if dispatched before 3.00 p.m. on any Working Day, and in any other
case at 10.00 a.m. on the Working Day following the date of dispatch.






	(3)	 	In proving such service it shall be sufficient to prove that delivery was made or that the
envelope containing such notice or other document was property addressed and posted as a
pre-paid first class letter or that the telex or facsimile message was properly addressed and
dispatched as the case may be.






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