As filed with the Securities and Exchange Commission on February 7, 2012
 
Registration No. 333-             
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
 
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933  
 
BP p.l.c.
(Exact name of registrant as specified in its charter)
 
England and Wales   None
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
 
1 St. James’s Square
London SW1Y 4PD, England
(Address of principal executive offices)
 
BP p.l.c. Share Value Plan
  (Full title of plan)
 
Steven Bray   With a copy to:
Vice-President    
BP America Inc.   Rupert Bondy
501 Westlake Park Boulevard   Group General Counsel
    BP p.l.c.
Houston, Texas  77079   1 St. James’s Square
    London SW1Y 4PD, England
(281) 366-2651   +44 (20) 7496 4452
     
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
   
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated filer x
 
Accelerated filer ¨
Non-accelerated filer (do not check if smaller reporting company)
 
Smaller reporting company ¨
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
 
Amount of
Shares to be
Registered
   
Proposed
Maximum Offering
Price Per Share
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration Fee
 
                         
Restricted Share Units (1)
    120,000,000    
 
   
 
       
                           
Ordinary Shares (2)
    120,000,000     $ 7.4149     $ 889,788,000     $ 101,970 (3)
                                 
 
(1) The Restricted Share Units being registered are unsecured obligations of BP p.l.c. to award Ordinary Shares of BP p.l.c. in the future subject to the terms of the BP p.l.c Share Value Plan.
 
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the plans in connection with variations in share capital, demergers, special dividends or similar transactions.
 
(3) Estimated solely for the purposes of calculating the registration fee.  Such estimate has been computed in accordance with Rule 457(h) based on the average of the high and low quotation for Ordinary Shares of BP p.l.c. on The London Stock Exchange on January 31, 2012 and the buying rate for pounds sterling of £1.00=$1.5761, as published by The Wall Street Journal for that date.
 
 
 
 
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Certain Documents By Reference .
 
The reports listed below have been filed with or furnished to the Securities and Exchange Commission (“Commission”) by BP p.l.c., (“BP” or the “Company”) and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:
 
 
●
BP’s Annual Report on Form 20-F (SEC file number 001-06262) for the year ended December 31, 2010,
 
 
●
BP’s Reports on Form 6-K (SEC file number 001-06262) dated April 27, 2011, (film number 11782262), July 26, 2011 (film number 11987404), and October 25, 2011 (film number 111156692), and
 
 
●
BP’s Report on Form 6-K (SEC file number 001-06262) dated August 6, 2001, which contains a description of the Ordinary Shares of BP.
 
In addition, all Forms 20-F filed by BP pursuant to the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by BP (which indicate on their cover pages that they are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents or reports subsequently filed or made.
 
Item 4.
Description of Securities .
 
The restricted share units (“Restricted Share Units”) under the BP p.l.c. Share Value Plan (the “Plan”) are obligations of BP to award ordinary shares (some of which may be in the form of American Depositary Shares) of BP (“Ordinary Shares”) to participants in the Plan after a period of time ( “ Restricted Period ” ) and satisfaction of applicable performance or other conditions following the grant of the Restricted Share Units, as further described in the Plan. Restricted Share Units may be paid out to a participant prior to the termination of the Restricted Period only if such participant terminates employment with BP for specific reasons described in the Plan. After the end of the Restricted Period, a determination will be made by BP as to (i) whether and to what extent performance conditions on the Restricted Share Units have been satisfied and (ii) whether the number of BP Ordinary Shares in respect of the Restricted Share Units granted to a participant will be increased or decreased in accordance with the terms of any such performance conditions. After such determination has been made, an additional number of BP Ordinary Shares shall be added to such amount of Ordinary Shares to be awarded based upon the net dividends paid on such amount of Ordinary Shares during the period between the date the Restricted Share Units were granted and the date the Ordinary Shares are to  be transferred to the participant under the Plan, on the basis that such dividends were reinvested in Ordinary Shares.
 
Restricted Share Units are unsecured general obligations of BP to pay in the future the value of the Restricted Share Units as provided by the terms of the Plan. The obligations will rank without reference with other unsecured and unsubordinated indebtedness of BP from time to time outstanding and are, therefore, subject to the risks of BP’s insolvency. Restricted Share Units will be paid in Ordinary Shares (or American Depositary Shares), and will be subject to withholding for applicable taxes.
 
 
2
 
 
Restricted Share Units cannot be assigned, alienated, pledged or encumbered. Except for the payment at the end of the Restricted Period in Ordinary Shares (or American Depositary Shares), the obligations are not convertible into any other security of BP.
 
BP may amend or terminate the Plan at any time; provided, however, that, except as provided in the Plan, no such amendment or termination may adversely affect the rights of participants or their beneficiaries with respect to Restricted Share Units already granted prior to such amendment or termination except as provided in the Plan.
 
Item 5.
Interest of Named Experts and Counsel .
 
None.
 
Item 6.
Indemnification of Directors and Officers
 
BP has entered into Deeds of Indemnity with the Directors and Secretary of BP by which BP agrees and confirms that the provisions of Article 156 of BP’s Articles of Association (as the same may from time to time be amended or modified) (the “Indemnity”) shall be enforceable directly by them against BP. The Directors and Secretary must promptly give BP written notice of any matter or circumstance which may give rise to a claim under the Indemnity and permit BP (where appropriate) to participate in and assume the defense of any action, suit or proceeding or governmental or other investigation of which they are made or threatened to be made a party and which may give rise to a claim under the Indemnity.
 
Article 156 of BP’s Articles of Association currently provides:
 
“Subject to the provisions of and so far as may be consistent with the Statutes, every Director, auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.”
 
The following provisions of the Companies Act 2006 provide as follows:
 
“ 232          Provisions protecting directors from liability
 
 
(1)
Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
 
 
(2)
Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void except as permitted by –
 
 
(a)
section 233 (provision of insurance),
 
 
(b)
section 234 (qualifying third party indemnity provision), or
 
 
3
 
 
 
(c)
section 235 (qualifying pension scheme indemnity provision).
 
 
(3)
This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.
 
 
(4)
Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.
 
“233       Provision of insurance
 
Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.
 
“234       Qualifying third party indemnity provision
 
 
(1)
Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.
 
 
(2)
Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.
 
Such provision is qualifying third party indemnity provision if the following requirements are met.
 
 
(3)
The provision must not provide any indemnity against -
 
 
(a)
any liability of the director to pay -
 
 
(i)
a fine imposed in criminal proceedings, or
 
 
(ii)
a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
 
 
(b)
any liability incurred by the director -
 
 
(i)
in defending criminal proceedings in which he is convicted, or
 
 
(ii)
in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
 
 
(iii)
in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.
 
 
(4)
The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
 
 
(5)
For this purpose -
 
 
(a)
a conviction, judgment or refusal of relief becomes final -
 
 
4
 
 
 
(i)
if not appealed against, at the end of the period for bringing an appeal, or
 
 
(ii)
if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
 
 
(b)
an appeal is disposed of -
 
 
(i)
if it is determined and the period of bringing any further appeal has ended, or
 
 
(ii)
if it is abandoned or otherwise ceases to have effect.
 
 
(6)
The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under -
 
section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or
 
section 1157 (general power of court to grant relief in case of honest and reasonable conduct).
 
“235       Qualifying pension scheme indemnity provision
 
 
(1)
Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.
 
 
(2)
Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.
 
Such provision is qualifying pension scheme indemnity provision if the following requirements are met.
 
 
(3)
The provision must not provide any indemnity against -
 
 
(a)
any liability of the director to pay -
 
 
(i)
a fine imposed in criminal proceedings, or
 
 
(ii)
a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
 
 
(b)
any liability incurred by the director in defending criminal proceedings in which he is convicted.
 
 
(4)
The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
 
 
(5)
For this purpose -
 
 
5
 
 
 
(a)
a conviction becomes final -
 
 
(i)
if not appealed against, at the end of the period for bringing an appeal, or
 
 
(ii)
if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
 
 
(b)
an appeal is disposed of -
 
 
(i)
if it is determined and the period for bringing any further appeal has ended, or
 
 
(ii)
if it is abandoned or otherwise ceases to have effect.
 
 
(6)
In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.”
 
“256        Associated bodies corporate
 
For the purposes of this Part –
 
 
(a)
bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
 
 
(b)
companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.”
 
 
6
 
 
“239        Ratification of acts of directors
 
 
(1)
This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.
 
 
(2)
The decision of the company to ratify such conduct must be made by resolution of the members of the company.
 
 
(3)
Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.
 
 
(4)
Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.
 
This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.
 
 
(5)
For the purposes of this section –
 
 
(a)
“conduct” includes acts and omissions;
 
 
(b)
“director” includes a former director;
 
 
(c)
a shadow director is treated as a director; and
 
 
(d)
in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).
 
 
(6)
Nothing in this section affects –
 
 
(a)
the validity of a decision taken by unanimous consent of the members of the company, or
 
 
(b)
any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.
 
 
(7)
This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.”
 
“1157     Power of court to grant relief in certain circumstances
 
 
(1)
If in proceedings for negligence, default, breach of duty or breach of trust against –
 
 
(a)
an officer of a company, or
 
 
(b)
a person employed by a company as auditor (whether he is or is not an officer of the company)
 
 
7
 
 
 
it appears to the court hearing the case that the officer or person is or may be liable, but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.
 
 
(2)
If any such officer or person has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust –
 
 
(a)
he may apply to the court for relief, and
 
 
(b)
the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.
 
 
(3)
Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.”
 
In addition, BP procures and intends to continue procuring, directors’ and officers’ liability insurance coverage for the benefit of such directors and officers, which, subject to policy terms and conditions, provides coverage to such directors and officers in circumstances in which BP, its subsidiaries and associated entities are not permitted or are otherwise unable or unwilling to meet by way of indemnity.  No entity coverage for the benefit of BP is currently included as part of that insurance policy.  While defense costs may be met, neither BP’s indemnity nor the insurance provides coverage in the event that a director or officer is the subject of criminal or regulatory fines or penalties or is proved to have acted fraudulently or dishonestly.
 
Item 7.
Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.
Exhibits .
 
The following Exhibits are filed herewith unless otherwise indicated
 
Exhibit No.
Description
 
4.1 
BP p.l.c. Share Value Plan
 
23.1
Consent of Ernst & Young LLP, independent registered public accounting firm, London, England
 
24.1
Powers of Attorney
 
Item 9.
Undertakings .
 
(a)   The undersigned registrant hereby undertakes:
 
 
8
 
 
(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
 
(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act will be governed by the final adjudication of such issue.
 
 
9
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on February 2, 2012.
 
  BP p.l.c.
 
(Registrant)
   
 
By:   /s/ David J. Jackson
  (Name) David J. Jackson
  (Title) Company Secretary
 
POWER OF ATTORNEY
 
Each director and officer of the Registrant whose signature appears below hereby constitutes and appoints Steven Bray, the agent for service named in the registration statement, and appoints each of Lamar McKay, Brian Gilvary, John E. Lynch, Jr., David J. Jackson, David D. J. Pearl, and Rupert Bondy, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any amendments to this registration statement on Form S-8 necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in this registration statement as such attorney-in-fact deems appropriate, and any subsequent registration statement for the same offering that may be filed under Rule 462(b) under the Securities Act of 1933, as amended.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
 
Signature
 
Titles
Date
 
     
/s/ Carl-Henric Svanberg
 
Non-Executive Director
February 2, 2012
Carl-Henric Svanberg
 
(Chairman)
 
       
/s/ Robert W. Dudley
 
Executive Director
February 2, 2012
Robert W. Dudley
 
Group Chief Executive
 
   
(Principal Executive Officer)
 
       
/s/ Brian Gilvary
 
Executive Director
February 2, 2012
Brian Gilvary
 
(Chief Financial Officer)
 
       
/s/ Bryon E. Grote
 
Executive Director
February 2, 2012
Dr. B. E. Grote
     
 
 
10
 
 
/s/ Iain Conn
 
Executive Director
February 2, 2012
I. Conn
     
       
/s/ Paul Anderson
 
Non-Executive Director
February 2, 2012
Paul Anderson
     
       
/s/ Frank L. Bowman
 
Non-Executive Director
February 2, 2012
Frank Bowman
     
       
/s/ A. Burgmans
 
Non-Executive Director
February 2, 2012
A. Burgmans
     
       
/s/ Brendan Nelson
 
Non-Executive Director
February 2, 2012
Brendan Nelson
     
       
   
Non-Executive Director
February 2, 2012
C. B. Carroll
     
       
/s/ Ian Davis
 
Non-Executive Director
February 2, 2012
Ian Davis
     
       
/s/ William Castell
 
Non-Executive Director
February 2, 2012
Sir William Castell
     
       
/s/ George David
 
Non-Executive Director
February 2, 2012
George David
     
       
/s/ F. P. Nhleko
 
Non-Executive Director
February 2, 2012
F. P. Nhleko
     
       
   
Non-Executive Director
February 2, 2012
Andrew Shilston
     
 
 
11
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated.
 
Authorized Representative in the United States:
 
/s/ Jeffrey S. Heller  
Vice President,
February 2, 2012
Jeffrey S. Heller   
BP America Inc.
 

 
12
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
Page
         
 
BP p.l.c. Share Value Plan
   
         
 
Consent of Ernst & Young LLP, independent registered public accounting firm, London, England
   
         
24.1
 
Powers of Attorney (included in signature page)
   
 
 
13
Exhibit 4.1
 
BP plc
 
 RULES OF THE BP P.L.C. SHARE VALUE PLAN
 
 
Directors’ Adoption:
[  ] 2012
 
Expiry Date:
[  ] 2022
 
 
 
 
 
Table of Contents
 
Contents   Page
     
1
Granting Restricted Share Units
1
     
2
Before Vesting
2
     
3
Vesting of Restricted Share Units
3
     
4
What happens when Restricted Share Units Vest
3
     
5
Cessation of employment/ personal events
5
     
6
Vesting in other circumstances - corporate events
6
     
7
Changing the Plan and termination
8
     
8
General
9
     
9
Definitions
11
 
 
i
 
 
Rules of the BP p.l.c. Share Value Plan
 
Introduction
 
This Plan sets out the terms on which Shares may be provided to certain employees of the Company and its subsidiaries. Employees selected for participation in the Plan will be granted  Restricted Share Units which gives them a conditional entitlement to receive Shares. The extent to which Shares are released in respect of Restricted Share Units is subject to continued employment and the satisfaction of conditions over a performance period.
 
1
Granting Restricted Share Units
 
1.1
Grantor
 
The Grantor of Restricted Share Units must be:
 
 
1.1.1
the Company; or
 
 
1.1.2
any other Member of the Group.
 
Restricted Share Units granted under the Plan, and the terms of those Restricted Share Units, must be approved in advance by the Directors.
 
1.2
Eligibility
 
The Grantor may grant Restricted Share Units to anyone who is an Employee on the Grant Date in accordance with any selection criteria that the Directors in their discretion may set. However, unless the Directors consider that special circumstances exist, Restricted Share Units may not be granted to an Employee who on or before the Grant Date has given or received notice of termination of employment, whether or not such termination is lawful. However, no Restricted Share Units may be granted to any executive director of the Company without the prior shareholder approval of the shareholders in general meeting, where required under any law or regulation.
 
1.3
Timing of grant
 
Restricted Share Units may not be granted at any time after the Expiry Date.
 
1.4
Terms of Restricted Share Units
 
Restricted Share Units are subject to the rules of the Plan and any Performance Condition and must be granted by deed. The terms of the Restricted Share Units must be determined by the Grantor and approved by the Directors. The terms must be set out in the deed, including:
 
 
1.4.1
the number of Shares subject to the Restricted Share Units or the basis on which the number of Shares subject to the Restricted Share Units will be calculated;
 
 
1.4.2
any Performance Condition;
 
 
1.4.3
any other condition specified under rule 1.6;
 
 
1.4.4
the date of Vesting, unless specified in a Performance Condition; and
 
 
1.4.5
the Grant Date.
 
 
1
 
 
1.5
Performance Conditions
 
When granting Restricted Share Units, the Grantor may make Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company and/or the performance of the Participant. A Performance Condition must be objective and specified at the Grant Date. The Grantor, with the consent of the Directors, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate to do so.
 
1.6
Other conditions
 
The Grantor may impose other conditions when granting Restricted Share Units. Any condition must be specified at the Grant Date and may provide that Restricted Share Units will lapse if it is not satisfied. The Grantor, with the consent of the Directors, may waive or change a condition imposed under this rule 1.6.
 
1.7
Notification of Restricted Share Units
 
The Company may notify a Participant of the grant of Restricted Share Units and their terms in such manner as it decides.
 
1.8
No payment
 
A Participant is not required to pay for the grant of any Restricted Share Units.
 
1.9
Administrative errors
 
If the Grantor grants Restricted Share Units which are inconsistent with rule 1.2, they will lapse immediately.
 
1.10
Issue of Shares
 
Shares may not be issued or transferred from treasury to satisfy Restricted Share Units without prior approval of this Plan by shareholders of the Company.
 
1.11
ADSs
 
The Directors may determine that certain Restricted Share Units will be in respect of ADSs and references in these rules to Shares shall be construed accordingly.
 
2
Before Vesting
 
2.1
Rights
 
A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to Restricted Share Units until the Shares are transferred to the Participant.
 
2.2
Restriction on disposal of interests and hedging
 
 
2.2.1
Subject to rule 2.2.2, a Participant may not sell, transfer, assign, hedge, charge or otherwise dispose of Restricted Share Units (or part of or any interest in Restricted Share Units) and must not enter into any transaction which transfers the risk of price movements with regard to the Shares subject to Restricted Share Units. If he does, whether voluntarily or involuntarily, then the Directors may determine that all of the Restricted Share Units lapse.
 
 
2
 
 
 
2.2.2
Rule 2.2.1 does not apply:
 
 
(i)
to the transmission of Restricted Share Units on the death of a Participant to his personal representatives; or
 
 
(ii)
to the assignment of Restricted Share Units, with the prior consent of the Directors, subject to any terms and conditions the Directors impose.
 
2.3
Adjustment of Restricted Share Units
 
If there is:
 
 
(i)
a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
 
 
(ii)
a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;
 
 
(iii)
a special dividend or distribution, or
 
 
(iv)
any other corporate event which might affect the current or future value of any Restricted Share Units,
 
the Directors may adjust the number or class of Shares or securities subject to the Restricted Share Units.
 
3
Vesting of Restricted Share Units
 
3.1
Satisfying conditions
 
As soon as reasonably practicable after the end of the Performance Period, the Directors will determine whether and to what extent any Performance Condition or other condition imposed under rule 1.6 has been satisfied or waived and how many Restricted Share Units Vest.
 
3.2
Timing of Vesting
 
Subject to rules 1.6, 4.6, 5 and 6, Restricted Share Units Vest, to the extent determined under rule 3.1, on a date determined by the Directors but which shall not be earlier than the date on which the Directors make their determination under rule 3.1 or, if on that date a Dealing Restriction applies to those Restricted Share Units, the first date on which it ceases to apply.
 
3.3
Lapse
 
To the extent that any Performance Condition is not satisfied at the end of the Performance Period, the Restricted Share Units lapse, unless otherwise specified in the Performance Condition. To the extent that any other condition is not satisfied, the Restricted Share Units will lapse if so specified in the terms of that condition. If any Restricted Share Units lapse under the Plan they cannot Vest and a Participant has no rights in respect of them.
 
4
What happens when Restricted Share Units Vest
 
4.1
Transfer
 
Within 30 days of Restricted Share Units Vesting, the Grantor will arrange (subject to rules 4.4, 5.4 and 8.8) for the transfer to, or to the order of, the Participant, of the number of Shares in respect of which the Restricted Share Units have Vested. Subject to rule 4.5, the Participant will be entitled to all rights to Shares where the record dates in respect of such rights fall after the date of transfer.
 
 
3
 
 
4.2
Dividend Equivalent
 
The number of Shares in respect of which Restricted Share Units Vest shall be increased (“Additional Shares”) as determined by the Directors to take account of the Net Dividends that would have been paid on the number of Shares subject to the Restricted Share Units which have Vested between the beginning of the Performance Period and the date on which the Restricted Share Units Vest (“Dividend Equivalents). The Additional Shares shall be calculated on the basis that Net Dividends were re-invested in Shares at the time the dividends would have been paid.  Additional Shares will be credited to a Participant at Vesting.  All Additional Shares 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 Performance Period.
 
The Directors may at any time decide to disapply this rule 4.2 in relation to all or part of a special dividend or dividend in specie which may otherwise be included in rule 4.2.
 
For the purposes of this rule 4.2, “Net Dividends” means the amount of the dividend less any notional tax credit.
 
4.3
Cash alternative
 
The Grantor may, subject to the approval of the Directors, decide to satisfy Restricted Share Units (including any Additional Shares under rule 4.2) by paying an equivalent amount in cash (subject to rule 4.4). The cash amount must be equal to the Market Value (as at the date of Vesting) of the Shares which would but for the application of this rule have been transferred on Vesting.
 
For the purposes of this rule, “Market Value” means in relation to a Share on any day:
 
 
4.3.1
the middle market quotation (as derived from the Daily Official List of the London Stock Exchange) on the immediately preceding Business Day; or
 
 
4.3.2
in relation to an ADS the closing trading price of an ADS as derived from the New York Stock Exchange Inc. on the immediately preceding Business Day.
 
4.4
Withholding, deductions and offsets
 
 
4.4.1
The Company, the Grantor, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet its withholding obligations for taxation or social security contributions in respect of Restricted Share Units. These arrangements may include the sale or reduction in number of any Shares or the Participant discharging the liability himself.
 
 
4.4.2
In addition, it shall be a condition of the Vesting of Restricted Share Units that the Company, the Grantor, any employing Company or trustee 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 Participant to a Member of the Group, including but not limited to amounts under an international assignment tax policy (as currently in effect or as amended from time to time), or amounts advanced on behalf of the Participant with respect to employment taxes, as determined in the sole discretion of the Directors.
 
 
4
 
 
4.5
Forfeiture
 
 
4.5.1
Notwithstanding any other rules of the Plan (including, without limitation, rules 5.2 and 5.4), if the Directors determine that a Participant has engaged in conduct (including, but not limited to, a violation of the BP Code of Conduct) which the Directors consider was contrary to the legitimate expectations of the Company for an employee in the Participant's position then the Directors may reduce the number of Shares subject to Restricted Share Units (including to zero) or if Restricted Share Units have already Vested 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.
 
 
4.5.2
Where a Participant has ceased to be an Employee but has retained his Restricted Share Units as a consequence of rule 5.2 the Directors retain the right to lapse his Restricted Share Units if, prior to Vesting, the Participant joins a Competitor Organisation of any Member of the Group within 12 months of ceasing to be an Employee. The Directors will have the sole discretion to determine the definition of “Competitor Organisation”.
 
4.6
Career breaks
 
 
4.6.1
If a Participant is on a Career Break on the date that his Restricted Share Units would ordinarily Vest under the Plan, then unless the Directors determine otherwise in any particular case, the Restricted Share Units will only Vest after the Directors determine 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 notice of termination of employment. The Shares subject to the Restricted Share Units will be transferred as soon as practicable after such determination.
 
 
4.6.2
Unless any of the reasons set out in rules 5.2, 5.4, or 6.1 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 during the three month period referred to in rule 4.6.1, then his Restricted Share Units will lapse on cessation of employment. If any of the reasons set out in rules 5.2.1, 5.4 or 6.1 do apply, his Restricted Share Units will Vest in accordance with those rules.
 
5
Cessation of employment / personal events
 
5.1
General rule on leaving employment
 
Unless rule 5.2 applies, Restricted Share Units which have not Vested will lapse on the date the Participant ceases to be an Employee.
 
5.2
“Good leavers”
 
 
5.2.1
If a Participant ceases to be an Employee for any of the reasons set out below after the end of the calendar year in which his Restricted Share Units are granted, then his Restricted Share Units will Vest as described in rule 5.3 and lapse as to the balance. The reasons are:
 
 
(i)
termination by the Participant’s employing company as a result of ill-health, injury or disability;
 
 
(ii)
the Participant’s employing company ceasing to be a Member of the Group;
 
 
5
 
 
 
(iii)
a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is not a Member  of the Group;
 
 
(iv)
redundancy; and
 
 
(v)
any other reason, if the Directors so decide in any particular case.
 
 
5.2.2
The Directors may only exercise the discretion provided for in rule 5.2.1(v) within 80 days after cessation of the relevant Participant’s employment.
 
5.3
Vesting
 
Where rule 5.2 applies, the Restricted Share Units do not lapse, and the extent to which they will Vest is measured in accordance with rule 3.1 at the end of the Performance Period. [However, the Directors may decide in their discretion that the Performance Period in respect of Restricted Share Units should be treated as ending on the date of the termination of employment and that the Restricted Share Units should Vest immediately, to the extent that the Performance Condition has been or is likely to be satisfied (as determined by the Directors in the manner specified in the Performance Condition or in such manner as they consider reasonable).]
 
5.4
Death
 
If a Participant dies, his Restricted Share Units will Vest on the date of death in full. For the avoidance of doubt, there will be no adjustment to take into account the extent to which the Performance Condition is satisfied at that time.
 
The Grantor will only arrange for Shares to be transferred to the personal representatives of a deceased Participant if they have produced a UK grant of representation or such other documentation indicating that the transferee is the proper beneficiary of the Participant as may be accepted by the Directors.
 
5.5
Overseas transfer
 
If a Participant remains an Employee but is transferred to work in another country or changes tax resident status and, as a result he would:
 
 
5.5.1
suffer a tax disadvantage in relation to his Restricted Share Units (this being shown to the satisfaction of the Directors); or
 
 
5.5.2
become subject to restrictions on his ability to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on Vesting because of the security laws or exchange control laws of the country to which he is transferred,
 
then the Directors may decide that the Restricted Share Units will Vest on a date they choose before or after the transfer takes effect. The Restricted Share Units will Vest to the extent they permit and will lapse as to the balance.
 
5.6
Meaning of “ceasing to be an Employee”
 
For the purposes of rules 4 and 5, a Participant will not be treated as ceasing to be an Employee until he is no longer an Employee of any Member of the Group or if he recommences employment with a Member of the Group within seven days.
 
6
Vesting in other circumstances - corporate events
 
6.1
Time of Vesting
 
 
6
 
 
 
6.1.1
In the event of a Change of Control Restricted Share Units Vest subject to rules 6.1.2 and 6.3. The Restricted Share Units lapse as to the balance except to the extent exchanged under rule 6.3.
 
 
6.1.2
If the Company is or may be affected by:
 
 
(i)
any demerger, delisting, distribution (other than an ordinary dividend) or other transaction which, in the opinion of the Directors, might affect the current or future value of Restricted Share Units, or
 
 
(ii)
any reverse takeover (not within rule 6.1.1 above), merger by way of a dual listed company or other significant corporate event, as determined by the Directors,
 
the Directors may allow Restricted Share Units to Vest. The Restricted Share Units will Vest to the extent specified in rule 6.2 and will lapse as to the balance unless exchanged under rule 6.3. the Directors may impose other conditions on Vesting.
 
6.2
Extent of Vesting
 
Where Restricted Share Units Vest under rule 6.1, the Directors will determine the extent to which the Performance Condition has been satisfied and the proportion of the Restricted Share Units which will Vest. In addition, unless the Directors decide otherwise the number of Restricted Share Units are reduced pro rata to reflect the acceleration of Vesting.
 
6.3
Exchange
 
Restricted Share Units will not Vest under rule 6.1 but will be exchanged on the terms set out in rule 6.6 to the extent that:
 
 
6.3.1
an offer to exchange Restricted Share Units is made and accepted by a Participant; or
 
 
6.3.2
the Directors, with the consent of the Acquiring Company, decide before Change of Control that Restricted Share Units will be automatically exchanged.
 
6.4
Directors
 
In this rule 6, “ Directors ” means those people who were Directors for the purposes of the Plan immediately before the Change of Control.
 
6.5
Timing of exchange
 
Where Restricted Share Units are to be exchanged under rule 6.3 the exchange is effective immediately following the Change of Control.
 
6.6
Exchange terms
 
Where a Participant is granted new Restricted Share Units in exchange for existing Restricted Share Units, the new Restricted Share Units:
 
 
6.6.1
must confer a right to receive shares in the Acquiring Company or another body corporate determined by the Acquiring Company;
 
 
6.6.2
must be equivalent, as far as possible, to the existing Restricted Share Units, subject to rule 6.6.4;
 
 
7
 
 
 
6.6.3
are treated as having been granted at the same time as the existing Restricted Share Units and, subject to rule 6.6.4, Vest in the same manner and at the same time;
 
 
6.6.4
must:
 
 
(i)
be subject to a Performance Condition which is, so far as possible, equivalent to the Performance Condition applying to the existing Restricted Share Units; or
 
 
(ii)
not be subject to any Performance Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Restricted Share Units which would have Vested under rule 6.2 and Vest at the end of the original Performance Period or on the date of Vesting set by the Directors on the grant of the Restricted Share Units; and/or
 
 
(iii)
be subject to such other terms as the Directors consider appropriate in all the circumstances.
 
 
6.6.5
is 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 or the body corporate determined under rule 6.6.1 above.
 
7
Changing the Plan and termination
 
7.1
Powers of amendment
 
The Directors may at any time change the provisions of the Plan in any respect. Schedules may be added to the Plan rules in order to facilitate variations in the operation of the Plan in different countries.
 
7.2
Employees’ share scheme
 
No amendment or operation of the Plan will be effective to the extent that the Plan would cease to be an “employees’ share scheme” as defined in Section 1166 of the Companies Act 2006.
 
7.3
Shareholder approval
 
No amendment to the Plan which would necessitate, under any law or regulation, the Plan’s approval by the Company’s shareholders in general meeting, may be made until such approval has been obtained.
 
7.4
Notice
 
The Directors are not required to give Participants notice of any changes.
 
7.5
Termination
 
The Plan will terminate on the Expiry Date, but the Directors may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Restricted Share Units.
 
 
8
 
 
8
General
 
8.1
Terms of employment
 
 
8.1.1
This rule 8.1 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.
 
 
8.1.2
Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer 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.
 
 
8.1.3
No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Restricted Share Units on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Restricted Share Units on the same basis, or at all, in any future year.
 
 
8.1.4
The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.
 
 
8.1.5
The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.
 
 
8.1.6
No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:
 
 
(i)
any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);
 
 
(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.
 
8.2
Directors’ decisions final and binding
 
The decision of the Directors on the interpretation of the Plan or in any dispute relating to Restricted Share Units or matter relating to the Plan will be final and conclusive.
 
8.3
Third party rights
 
Nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
 
8.4
Documents sent to shareholders
 
The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.
 
8.5
Costs
 
The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of Restricted Share Units granted to that Participant.
 
 
9
 
 
8.6
Employee trust
 
The Company and any Subsidiary 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 682 of the Companies Act 2006   or any applicable law.
 
8.7
Data protection
 
By participating in the Plan the Participant consents to the holding and processing of personal information provided by the Participant to any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:
 
 
8.7.1
administering and maintaining Participant records;
 
 
8.7.2
providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
 
 
8.7.3
providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;
 
 
8.7.4
transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country.
 
The Participant is entitled, on payment of a fee, to a copy of the personal information held about him or her, if anything is inaccurate the participant has the right to have it corrected.
 
8.8
Consents
 
All 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 is responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
 
8.9
Share rights
 
Where Shares are transferred to a Participant, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.
 
8.10
Notices
 
 
8.10.1
Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet.
 
 
8.10.2
Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Directors or duly appointed agent may decide and notify Participants.
 
 
10
 
 
 
8.10.3
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 electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
 
8.11
Governing law and jurisdiction
 
English law governs the Plan and all Restricted Share Units and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Restricted Share Units.
 
9
Definitions
 
In these rules:
 
“ Acquiring Company ” means a person who has or obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company;
 
“ ADS ” means an American depositary share representing ordinary shares of the Company;
 
“ Business Day ” means a day on which the London Stock Exchange (or, if relevant and if the Directors determine, any stock exchange nominated by the Directors on which the Shares are traded) 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 Directors as a Career Break for the purposes of these rules;
 
“Change of Control” means
 
 
(i)
when a general offer to acquire Shares made by a person (or a group of persons acting in concert) becomes wholly unconditional; or
 
 
(ii)
when, under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or
 
 
(iii)
a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company in any other way.
 
“ Company ” means BP p.l.c.;
 
“ 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 and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;
 
“ Directors ” means, subject to rule 6.4, the board of directors of the Company or a duly authorised person or group of persons and for the avoidance of doubt, the application of this definition can be different in relation to the different circumstances where “Directors” are referred to in this Plan;
 
 
11
 
 
“ Dividend Equivalent ” means an additional number of Restricted Share Units as calculated in accordance with rule 4.2;
 
“ Employee ” means any employee of a Member of the Group.  Unless the Plan is approved by shareholders in general meeting (where required by any law or regulation) Employee shall not include an executive director of the Company;
 
“ Expiry Date ” means the tenth anniversary of the adoption of the Plan;
 
“ Grant Date ” means the date on which Restricted Share Units are granted by deed under rule 1.4;
 
“ Grantor ” means, in respect of Restricted Share Units, the entity which grants the Restricted Share Units under the Plan;
 
“ London Stock Exchange ” means London Stock Exchange plc;
 
“ Member of the Group ” means:
 
 
(i)
the Company;
 
 
(ii)
its Subsidiaries from time to time; or
 
 
(iii)
any other company which is associated with the Company and is so designated by the Directors;
 
“ Participant ” means a person holding Restricted Share Units or his personal representatives who have produced a UK grant of representation or such other documentation as may be accepted by the Directors;
 
“ Performance Condition ” means any performance condition imposed under rule1.5;
 
“ Performance Period ” means the period in respect of which a Performance Condition is to be satisfied;
 
“ Plan ” means these rules known as “The BP p.l.c. Share Value Plan”, as changed from time to time;
 
“ Restricted Share Unit ” means a conditional right to receive one Share, or such other number as may be determined by the Directors, granted under the Plan;
 
“ Shares ” means fully paid ordinary shares in the capital of the Company or where the context requires ADSs (see rule 1.11);
 
“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006;
 
“ Vesting ” means a Participant becoming entitled to have the Shares transferred to him subject to the Plan.
 
 
12
 

Schedule 1
Restricted Shares
 
1
Rules
 
The rules of the BP p.l.c. Share Value Plan (“ Plan ”) will apply to grants made under this Schedule 1, as amended by the terms of this Schedule 1.
 
2
Terms of Restricted Shares
 
The Grantor may determine that Restricted Shares are granted under this Schedule 1. If so, the deed referred to in rule 1.4 of the Plan must state that the grant is in the form of Restricted Shares.
 
3
Restricted Share Agreement
 
The Participant must enter into an agreement with the Grantor, that to the extent the Restricted Shares lapse under the Plan, the Shares are forfeited and he will immediately transfer his interest in the Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor.
 
4
Transfer of Restricted Shares
 
On or after the grant of Restricted Shares the Grantor will procure that the relevant number of Shares are transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan.
 
5
Rights
 
Rule 2.1 of the Plan will be replaced with the following paragraph:
 
“Except to the extent specified in the Restricted Share Agreement a Participant will have all rights of a shareholder in respect of Restricted Shares until they lapse.”
 
6
Documents and elections
 
6.1
The Participant must sign any documentation, including a power of attorney or blank stock transfer form, requested by the Grantor. If he does not do so within a period specified by the Grantor, the Restricted Shares will lapse at the end of that period. The Grantor may retain the share certificates relating to any Restricted Shares.
 
6.2
The Participant must enter into any elections required by the Grantor, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and elections to transfer any liability, or agreements to pay, social security contributions. If he does not do so within a period specified by the Grantor, the Restricted Shares will lapse at the end of that period.
 
7
Adjustment of Restricted Shares
 
 
7.1.1
Subject to the Restricted Share Agreement, a Participant will have the same rights as any other shareholders in respect of Restricted Shares where there is a variation or other event of the sort described in rule 2.3 of the Plan. Any shares, securities or rights allotted to a Participant as a result of such an event will be:
 
 
(i)
treated as if they were granted to the Participant under the Plan in the same way and at the same time as the Restricted Shares in respect of which the rights were conferred; and
 
 
13
 
 
 
(ii)
subject to the rules of the Plan, as modified by this Schedule 1, 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 (i) and (ii) above except to the extent they are bought using the proceeds of sale of rights under that rights issue.
 
8
Lapse of Restricted Shares
 
On the lapse of Restricted Shares, a Participant must transfer his interest in the Shares in accordance with the Restricted Share Agreement.
 
9
Vesting of Restricted Shares
 
To the extent they have Vested, Restricted Shares will not lapse under the Plan and the restrictions referred to in paragraph 3 of this Schedule 1 and contained in the Restricted Share Agreement will cease to have effect. Any tax and social security contributions payable on Vesting will be dealt with in accordance with rule 4.4 of the Plan.
 
10
Cash alternative
 
Rule 4.3 of the Plan will not apply.
 
11
Definitions
 
“ Restricted Shares ” means Shares held in the name of or for the benefit of a Participant subject to the Restricted Share Agreement;
 
“ Restricted Share Agreement ” means the agreement referred to in paragraph 3 of this Schedule 1;
 
“ Vesting ” means the restrictions set out in the Restricted Share Agreement between the Participant and the Grantor, as referred to in paragraph 3 of this Schedule 1, ceasing to have effect.
 
 
14
 

Schedule 2
Restricted Cash Units
 
1
Rules
 
The rules of the BP p.l.c. Share Value Plan (“ Plan ”) will apply to grants made under this Schedule 2, as modified by the terms of this Schedule 2.
 
2
Definition
 
“ Restricted Cash Units ” means a conditional entitlement to a payment of cash as described in paragraph 3 of this Schedule 2.
 
3
Cash Units
 
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 4.2 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 Vesting 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
 
After the end of the Performance Period for grants made under this Schedule 2 (and once any determinations are made under rule 3.1 of the Plan, if applicable) then the Directors will determine the number of Shares which would have Vested 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 4.3 of the Plan.
 
 
15
 
 
Schedule 3
US
 
This United States (“US”) Schedule has been adopted by the Directors and shall vary the terms of the Plan (and any other related documents) accordingly for all US Participants. For the purposes of this Schedule 2, 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 on or after Vesting and who is (or expected to become) subject to US taxation as a resident alien; or
 
(iv)
a non-US citizen subject to US taxation, including a non-resident alien taxpayer of the United States, but only to the extent that his or her  participation in the Plan gives rise to income or deemed income from a US source subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”).
 
Rule 1.6 shall be varied by adding the following:
 
Notwithstanding anything in the Plan rules to the contrary, neither the Grantor nor the Directors may waive or change conditions which require a US Participant to remain employed or to perform services as a condition of the Vesting or release of Restricted Share Units, or in violation of Section 409A of the Code.
 
Rule 4.1 shall be varied by adding the following:
 
Notwithstanding anything in the Plan rules to the contrary, the transfer of Shares upon Vesting will occur no later than the end of the calendar year in which the Performance Period ends, or if later, by the 15th day of the third month following the end of the Performance Period.
 
Rule 4.4.2 shall be varied by adding the following:
 
Notwithstanding anything in the Plan rules to the contrary, any right of the Company, the Grantor, any employing Company or trustee to deduct from and set off against the Shares any debt, obligation, liability, or other amount owed by the Participant to a Member of the Group, shall be subject to limitations imposed by Section 409A of the Code.
 
Rule 4.6 shall be varied by adding the following:
 
Rule 4.6 is not intended to be applied to a Participant who is considered a US Participant. If applicable non-US law requires the general application of rule 4.6 to any US Participant, rule 4.6 will be applied in a manner consistent with the provisions of rule 5.2 of this US Schedule and Section 409A of the Code.
 
Rule 5.2 shall be replaced in its entirety to read as follows:
 
5.2 
Leaving in exceptional circumstances
 
If a US Participant ceases to be an Employee for any of the reasons set out below after the end of the calendar year in which his Restricted Share Units are granted or more than 12 months after the start of the Performance Period, then his Restricted Shares Units will Vest on the original Vesting date as described in rule 5.3 and lapse as to the balance.  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 Section 409A of the Code; or
 
 
16
 
 
(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 with no anticipated return to employment with a Member of the Group, or a termination considered by the Directors to have been initiated by the US Participant’s employer with no anticipated return to employment with a Member of the Group, in both cases where the termination is not based on the US Participant’s conduct or performance; (B) termination of a US Participant’s employment as a result of a Change of Control.  A transfer of employment from one Member of the Group to another will not be considered a termination of employment, nor will a reduction in hours, unless such is considered an involuntary “separation from service” within the meaning of Section 409A of the Code.
 
Rule 5.3 shall be varied by adding the following:
 
Notwithstanding the foregoing, the Directors may not treat the Performance Period in respect of Restricted Share Units granted to a US Participant as ending on the date of the termination of employment, and where rule 5.3   applies, the Shares may only be released after the end of the Performance Period, but in no event later than the end of the calendar year in which the Performance Period ends, or if later, by the 15th day of the third month following the end of the Performance Period.
 
Rule 5.4 shall be varied by adding the following:
 
The Shares will in all circumstances be delivered within 90 days after the date of the Participant’s death.
 
Rule 5.5 shall be varied by adding the following:
 
Rule 5.5 is not intended to be applied to a US Participant.
 
Rule 6.1 shall be varied by adding the following:
 
This rule 6.1 will only apply when the Change of Control or corporate event described in rule 6.1.2 constitutes a Change of Control.
 
Rule 6.2 shall be varied by adding the following:
 
Notwithstanding anything to the contrary, the transfer of Shares upon Award Vesting under rule 6.1 will be within 90 days after such corporate event.
 
Rule 6.3 shall be varied by adding the following:
 
This rule 6.3 is not intended to be applied to a US Participant.
 
 
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Rule 9 shall be varied by adding the following:
 
Rule 9, definition of “Career Break” shall be varied by adding the following:
 
For US Participants, a Career Break shall only be recognized for purposes of this Plan if the Participant is reasonably expected to return to work with the Company after the expiration of the break and such break is approved by the Company in advance of the break’s onset.  The maximum recognized period for a Career Break for US Participants will be six (6) months (or such longer period if the Participant has a legal or contractual right to return to work with the Company immediately following the expiration of the break), with a voluntary termination of employment considered to have taken place for purposes of the Plan for any such longer period, as determined in accordance with Section 409A of the Code.
 
Rule 9, definition of “Change of Control” shall be replaced by the following:
 
“Change of Control” shall mean a change in the ownership of the Company, change in effective control of the Company or change in the ownership of a substantial portion of the Company’s assets, as such phrases are specifically defined by United States Treasury Regulations Section 1.409A-3(i)(5)(v), (vi) and (vii), as applicable to the terms herein and as may hereafter be amended.
 
The following shall be added as rule 10
 
10 
Compliance with Section 409A and Other Applicable Laws
 
Notwithstanding any provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Section 409A of the Code with respect to US Participants.  Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code to the extent required.  Notwithstanding any provision of the Plan to the contrary, if a US Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of separation from service, to the extent necessary to comply with Section 409A of the Code, any payment required under this Plan shall be held for delayed payment and shall be distributed on or immediately after the date which is six months after the date of the Participant’s separation from service, or death if earlier.  In no event may the US Participant, directly or indirectly, designate the calendar year of a payment.  Notwithstanding the provisions of rule 8.6, the Plan shall be unfunded for the purposes of Section 409A of the Code.
 
Notwithstanding any provision of this Plan to the contrary, including but not limited to rules 7.1 and 7.5, the Directors may amend or terminate the grant, Vesting and/or release of Restricted Share Units under this Plan at any time and without prior notice if the Directors determine in their 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 a grant, Vesting or release of Restricted Share Units are amended or terminated, the Company is under no obligation to provide any consideration or remuneration in lieu of the grant, Vesting and/or release of Restricted Share Units.
 
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.
 
 
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the BP p.l.c. Share Value Plan of our reports dated 2 March 2011, with respect to the group financial statements of BP p.l.c., and the effectiveness of internal control over financial reporting of BP p.l.c., included in its Annual Report (Form 20-F) for the year ended 31 December 2010, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Ernst & Young LLP
London, England
 
7 February 2012