Form S-8 - Securities to be offered to employees in employee benefit plans

Large Accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on June 10, 2024

Registration No. 333- 277842_____

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

BP p.l.c. Reinvent BP Plan

Archaea Employee Savings Plan

(Full title of plan)

With a copy to:

Julie Merten

Associate General Counsel, Legal, People & Culture

BP America Inc.

501 Westlake Park Boulevard

Houston, Texas 77079

(281) 366-2651

Mike Sosso

Executive Vice President, Legal

BP p.l.c.

1 St. James’s Square

London SW1Y 4PD, England

+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):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is being filed by BP p.l.c. (“BP” or the “Company”) for the purpose of registering Ordinary Shares of 25c each of BP (“Ordinary Shares”) in the following amounts: an additional 120,000,000 Ordinary Shares for issuance under the BP p.l.c. Share Value Plan; an additional 24,000,000 Ordinary Shares for issuance under the Reinvent BP Plan and 6,000,000 Ordinary Shares for issuance under the Archaea Employee Savings Plan.

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 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, 2023 (film number 24732242);

•

BP’s Report on Form 6-K (SEC file number 001-06262) dated May 7, 2024 (film number 24919717); and

•

the description of BP’s Ordinary Shares contained in Exhibit 2 to BP’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

In addition, all filings on Form 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 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 137 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 137 of BP’s Articles of Association currently provides:

“Subject to the provisions of and so far as may be consistent with the Companies Acts, every current or former director, 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

(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 -

(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 -

(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.”

“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)

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 8. Exhibits.

The following Exhibits are filed herewith unless otherwise indicated


Exhibit No.		Description

4.1		Memorandum and Articles of Association of BP p.l.c.

4.2		Form of Second Amended and Restated Deposit Agreement, among BP, JPMorgan Chase Bank N.A., as Depositary, and the holders from time to time of American depositary receipts issued thereunder (incorporated by reference to Exhibit (a) to the Post-Effective Amendment to BP’s Registration Statement on Form F-6 (File No. 333-144817) filed with the Securities and Exchange Commission on December 6, 2013).

4.3		Form of Amendment No. 1 to the Second Amended and Restated Deposit Agreement dated as of December 6, 2013 among BP, JPMorgan Chase Bank N.A., as Depositary, and the holders from time to time of American depositary receipts issued thereunder (incorporated by reference to Exhibit (a)(2) to the Post-Effective Amendment to BP’s Registration Statement on Form F-6 (File No. 333-144817) filed with the Commission on February 9, 2017).


4.4		BP p.l.c. Share Value Plan.

4.5		BP p.l.c. Reinvent BP Plan (incorporated by reference to Exhibit 4.1 to BP’s Registration Statement on Form S-8 (File No. 333-253287)).

4.6		Archaea Employee Savings Plan.

5.1		Opinion of Managing Counsel – Treasury of BP p.l.c.

23.1		Consent of Deloitte LLP, independent registered public accounting firm, London, England

23.2		Consent of Netherland, Sewell & Associates, Inc.

24.1		Powers of Attorney (included in the signature page of this registration statement)

107		Filing Fee Table

In accordance with the requirements of Item 8(a)(2) of Part II of Form S-8, BP will submit or has submitted the Archaea Employee Savings Plan, and any amendments thereto, to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Archaea Employee Savings Plan.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(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.

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 London, England, on June 10, 2024.


BP p.l.c.
(Registrant)

By:		/s/ Ben J.S. Matthews
Name:		Ben J.S. Mathews
Title:		Company Secretary

POWER OF ATTORNEY

Each director and officer of the Registrant whose signature appears below hereby constitutes and appoints Julie Merten, the agent for service named in the registration statement, and appoints each of Kate Thomson, Ben Mathews, and Mike Sosso, 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/ Helge Lund	Non-Executive Director	June 10, 2024
Helge Lund	(Chairman)

/s/ Murray Auchincloss	Executive Director	June 10, 2024
Murray Auchincloss	Group Chief Executive
	(Principal Executive Officer)


/s/ Kate Thomson	Executive Director	June 10, 2024
Kate Thomson	(Chief Financial Officer)

/s/ Karen Richardson	Non-Executive Director	June 10, 2024
Karen Richardson

/s/ Johannes Teyssen	Non-Executive Director	June 10, 2024
Johannes Teyssen

/s/ Pamela Daley	Non-Executive Director	June 10, 2024
Pamela Daley

/s/ Amanda Blanc	Non-Executive Director	June 10, 2024
Amanda Blanc

/s/ Melody Meyer	Non-Executive Director	June 10, 2024
Melody Meyer

/s/ Tushar Morzaria	Non-Executive Director	June 10, 2024
Tushar Morzaria

/s/ Satish Pai	Non-Executive Director	June 10, 2024
Satish Pai

/s/ Hina Nagarajan	Non-Executive Director	June 10, 2024
Hina Nagarajan

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:

BP America Inc.


By:		/s/ Julie Merten
Name:		Julie Merten
Title:		Associate General Counsel, Legal, People & Culture

June 10, 2024

Exhibit 4.1

BP p.l.c.

Company Number: 102498

Memorandum and Articles of Association of BP p.l.c.

A public company limited by shares

Incorporated in England & Wales on 14 April 1909

(Articles of Association adopted by Special

Resolution passed on 21 May 2018)

BP p.l.c.

Company Number: 102498

Memorandum of Association of BP p.l.c.

WE, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.


		Number of Preference Shares
Names, Addresses and Descriptions of Subscribers		taken by each Subscriber
Strathcona,
28 Grosvenor Square, London W.,		One thousand
G.C.M.G., G.C.V.O.		Preference
Charles William Wallace,
Director, The Burmah Oil Company, Limited,		One thousand
Winchester House, Old Broad Street,		Preference
London E.C.
Francis of Teck,
36 Welbeck Street, London W.		One thousand
K.C.V.O.		Preference
H.S. Barnes, K.C.S.I., K.C.V.O.
East India United Service Club,		One thousand
16 St. James’ Square, London S.W.		Preference
William Garson,
Writer to the “Signet”,		One thousand
5 Albyn Place, Edinburgh.		Preference
John T. Cargill
Chairman, The Burmah Oil Company, Limited,		One thousand
175 West George Street, Glasgow.		Preference
W.K. D’Arcy
Chairman, London Board,		One thousand
Mount Morgan Gold Co., Limited,		Preference
42 Grosvenor Square, London W.

BP p.l.c.

Company Number: 102498

Articles of Association of BP p.l.c.

(adopted by Special Resolution passed on 21 May 2018)

Table of Contents


Preliminary

1.	No application of statutory regulations	10

2.	Limited liability	10

Definitions and interpretation

3.	Definitions	10

4.	Interpretation	13

Share capital

5.	The Ordinary Shares	14

6.	The First and Second Preference Shares	14

Variation of rights attached to shares

7.	Variations of rights which may be made	16

8.	Procedure for variations of rights	17

Alteration of share capital

9.	Consolidation and division of shares	17

Issue of shares

10.	Power to issue shares	18

11.	Commissions	18

12.	Renunciation of allotments	19

No recognition of trusts

13.	No recognition of trusts	19

Form of shares

14.	Certificated or uncertificated shares	19

15.	Provisions of these Articles not applicable to uncertificated shares	20

BP p.l.c.

Company Number: 102498


Share certificates

16.	Right to share certificates	20

17.	Execution of share certificates	20

18.	Replacement share certificates	21

Transfer of shares

19.	Form of transfer of certificated shares	21

20.	Form of transfer of uncertificated shares	22

21.	Refusal to register transfers of shares	22

22.	No fee for registration of transfers	22

Transmission of shares

23.	Succession to shares	22

24.	Rights of successors to shares	23

25.	Registration of succession to shares	23

Indemnity for payments in respect of shares

26.	Indemnity for payments in respect of shares	23

Calls on unpaid shares

27.	Power to make calls on shares	24

28.	Payment of calls	24

29.	Interest on unpaid calls	25

30.	Failure to pay sums in respect of unpaid shares	25

31.	Powers of the directors in connection with unpaid shares	25

Forfeiture and lien for unpaid shares

32.	Notice to pay sums due on unpaid shares	25

33.	Contents of a notice to pay	26

34.	Forfeiture or surrender of shares for non-payment	26

35.	Powers of the directors on forfeiture or surrender for non-payment	26

36.	Continuing liabilities after forfeiture or surrender for non-payment	27

37.	Lien in relation to unpaid shares	27

38.	Exercise of lien in relation to unpaid shares	27

39.	Statutory declaration as to forfeiture, surrender or sale of unpaid share	28

BP p.l.c.

Company Number: 102498


Untraced shareholders

40.	Untraced shareholders	28

General meetings

41.	Convening general meetings	30

42.	Form of general meetings	30

43.	Satellite locations for meetings	32

Class meetings

44.	Class meetings	33

Notice of general meetings

45.	Giving notice of general meeting	33

46.	Omission or failure to give notice and non-receipt of notice	33

47.	Contents of notice of general meeting	34

Members’ resolutions

48.	Members’ resolutions	34

Powers and arrangements in connection with meetings

49.	Postponement of meetings	35

50.	Arrangements in connection with meetings	35

51.	Powers to promote security at meetings	36

52.	Chairman’s powers to promote order and dispatch of business	36

Proceedings at general meetings

53.	Chairman	36

54.	Quorum	37

55.	Consequences of a lack of quorum	37

56.	Adjournment of meeting	37

57.	Notice of adjourned meeting and business at meeting	37

58.	Passing a Substantive Resolution	38

Votes of members

59.	Manner of voting	38

60.	Polls	39

61.	Votes attaching to shares	39

BP p.l.c.

Company Number: 102498


62.	Votes by joint holders	40

63.	Votes of incapable member	40

64.	Restriction of voting rights where calls unpaid	40

65.	Objections to votes	40

66.	Voting in person or by proxy	41

Proxies and corporate representatives

67.	Appointment of proxies	41

68.	Means of appointing proxies by instrument in writing	41

69.	Means of appointing proxies by electronic communications	42

70.	Receipt of proxies	43

71.	Revocation or amendment of proxies	43

72.	Directors’ powers to establish procedures in connection with proxies	44

73.	Corporations acting by representatives	44

74.	Limitation of liabilities in connection with proxies and corporate representatives	45

Suspension of rights for non-disclosure of interests in shares

75.	Suspension of rights for non-disclosure of interests in shares	45

Appointment and retirement of directors

76.	Power to appoint directors	48

77.	Eligibility for appointment as director	48

78.	Annual retirement of directors	49

79.	Termination of a director’s appointment	49

80.	Removal of a director by special resolution	50

Directors and directors’ interests

81.	Number of directors	50

82.	No qualification shares	50

83.	Directors’ remuneration	50

84.	Directors’ expenses and pensions	50

85.	Directors’ interests in contracts and other positions	51

86.	Directors’ powers to authorise conflicts of interest	51

BP p.l.c.

Company Number: 102498


87.	Directors’ conflicts and disclosure of information	52

Meetings and proceedings of directors

88.	Directors’ meetings	53

89.	Calling directors’ meetings	53

90.	Quorum for directors’ meetings	53

91.	Chairman	53

92.	Votes at directors’ meetings	54

93.	Votes and directors’ interests	54

94.	Directors acting during vacancies	56

95.	Written resolutions of directors	56

96.	Validity of acts of directors	56

Executive office and delegation by directors

97.	Offices held by directors	57

98.	Delegation to executives	57

99.	Delegation to persons or committees	57

100.	Appointment of attorneys	58

Powers of directors

101.	General powers of the directors	58

102.	Borrowing powers	58

103.	Power to change the Company’s name	60

104.	Power to make provision for employees on cessation of business	60

105.	Location of head office	60

106.	Branch registers	60

Secretary

107.	Secretary	60

Reserves

108.	Reserves	61

Dividends

109.	Powers and rights in respect of dividends	62

110.	Payment of fixed dividends	62

BP p.l.c.

Company Number: 102498


111.	Supplementary rules relating to dividends	62

112.	Acquired profits	63

113.	No interest on dividends	63

114.	Retention of dividends for unpaid shares	63

115.	Waiver of dividends	64

116.	Non-cash dividends	64

117.	Payment mechanisms for dividends and other money payable	64

118.	Right to cease sending payment and unclaimed payments	66

119.	Payment of dividends to joint holder	67

120.	Dividend re-investment plan and scrip dividend programme	68

Capitalisation of profits and reserves

121.	Capitalisation of profits and reserves	72

Record date

122.	Record date	72

Authentication of documents

123.	Authentication of documents	73

Company seals

124.	General provisions about seals	73

Inspection and retention of records

125.	Inspection of records	74

126.	Retention of records	74

Method of serving notices

127.	Method of service of notices and documents	75

128.	Notices by advertisement	77

Time for receipt of notices and documents

129.	Time for receipt of notices and documents	77

Provisions relating to service of notices

130.	Notices to joint holders	78

131.	Notice of meeting when post not available	78

132.	Deemed receipt of notice of meeting	78

BP p.l.c.

Company Number: 102498


133.	Notices to successors of holders	79

134.	Loss of entitlement to notices	79

Winding-up

135.	Petitioning for winding-up	79

136.	Powers of liquidator	80

Indemnity for directors and officers

137.	Indemnity for directors and officers	80

Approved Depositaries

138.	Appointment of an Approved Depositary	80

139.	An Approved Depositary’s Nominee	81

140.	Manner of appointing an Approved Depositary	81

141.	Overall holding in relation to an Approved Depositary	81

142.	The Approved Depositary Register	81

143.	Restrictions on an Approved Depositary	82

144.	Rights of Appointed Persons	82

145.	Reserved rights of an Approved Depositary	83

146.	Service of notices and documents on Appointed Persons	83

147.	Payments to Appointed Persons	83

148.	Record dates in relation to Appointed Persons	83

149.	Adjustments to votes of an Approved Depositary	84

150.	Appointed Persons and no recognition of trusts	85

151.	Determination of questions relating to an Appointed Person’s rights	85

BP p.l.c.

Company Number: 102498

Preliminary

1.	No application of statutory regulations

1.1	The model articles for public companies in the Companies (Model Articles) Regulations 2008 and any similar regulations in statutes or subordinated legislation relating to companies do not apply to the Company.

2.	Limited liability

2.1	The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

Definitions and interpretation

3.	Definitions

3.1

In these Articles, any words or expressions defined in the Companies Acts and the Uncertificated Securities Regulations 2001 (as the case may be) shall bear the same meanings in these Articles, unless that meaning is inconsistent with the subject or context, or unless these Articles attribute another meaning to the particular words or expressions.

3.2	In these Articles, except where the subject or context otherwise requires, the following definitions apply:



address		in relation to electronic communications, includes any code, number or address used for the purposes of such communications

Appointed Number		has the meaning given in paragraph (i) of Article 142.4

Appointed Person		has the meaning given in Article 142.2

Approved Depositary		has the meaning given in Article 138.1

Approved Depositary Record Date		has the meaning given in Article 148.1

Approved Depositary Register		has the meaning given in Article 142.1

Approved Transfer		has the meaning given in Article 75.5

Articles		means these articles of association as amended from time to time

BP p.l.c.

Company Number: 102498



certificated share		means a share in the capital of the Company which is not an uncertificated share

Chairman		means the director holding the office of chairman of the Company

Companies Acts		has the meaning given in Section 2 of the Companies Act 2006, in so far as the relevant provisions apply to the Company

Company		means BP p.l.c. (company number 102498)

Default Shares		has the meaning given in Article 75.2

Designated Period		has the meaning given in Article 75.1

Direction Notice		has the meaning given in Article 75.2

Elected Ordinary Shares		has the meaning given in Article 120.5

electronic communication		means any communication made in electronic form or by electronic means

First Preference Shares		has the meaning given in Article 6.1

Hybrid Meeting		has the meaning given in Article 42.1

London Stock Exchange		means the London Stock Exchange plc

month		means calendar month

Office		means the registered office address of the Company

Ordinary Shares		means the ordinary shares in the Company, which at the time of the adoption of these Articles each have a nominal value of US$0.25

Overall Holding		has the meaning given in Article 141.1

paid		means paid or credited as paid

BP p.l.c.

Company Number: 102498



Physical Meeting		has the meaning given in Article 42.1

Principal Place		has the meaning given in Article 43.1

Procedural Resolution		means any resolution of a procedural nature (such as a resolution to amend a Substantive Resolution as permitted by Article 58.2, a resolution on adjournment of a meeting or a resolution on choice of a chairman of the meeting)

Recognised Investment Exchange		means a recognised investment exchange within the meaning of the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded

record date		has the meaning given in Article 122.1

Registrar’s Office		means the place where the Company’s register of members is kept available for inspection

Relevant Period		has the meaning given in Article 40.1

Sale Notice		has the meaning given in Article 40.1

Satellite Chairman		has the meaning given in Article 43.4

Satellite Location		has the meaning given in Article 43.1

Scrip Shares		has the meaning given in Article 120.3

Seal		means the common seal of the Company

Second Preference Shares		has the meaning given in Article 6.1

Secretary		means the secretary of the Company and where two or more persons are appointed to act as joint secretaries of the Company shall include any one or more of those persons

BP p.l.c.

Company Number: 102498



Securities Seal		means an official seal for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts

Specified Shares		has the meaning given in Article 142.1

sterling or £		means the lawful currency of the United Kingdom

Substantive Resolution		means any resolution other than a Procedural Resolution

Uncertificated Proxy Instruction		has the meaning given in Article 69.2

uncertificated share		means a share in the capital of the Company which is recorded in the register of members as being held in uncertificated form, and title to which may be transferred by means of, a relevant system pursuant to the Uncertificated Securities Regulations 2001

United Kingdom		means the United Kingdom of Great Britain and Northern Ireland

US dollars or US$		means the lawful currency of the United States of America

year		means calendar year

4.	Interpretation

4.1	In these Articles:

(i)

the expression “debenture” shall include “debenture stock”;

(ii)

all the provisions of these Articles which are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” shall be construed accordingly;

(iii)

the expressions “written” and “in writing” shall include any means of representing or copying words which enables them to be read and a copy

BP p.l.c.

Company Number: 102498

of them retained, including (save where expressly stated otherwise) in electronic form;

(iv)

words denoting persons shall include bodies corporate and unincorporate;

(v)

words denoting the masculine shall include the feminine and vice versa;

(vi)

words denoting the singular shall include the plural and vice versa;

(vii)

headings are included only for convenience and shall not affect the meaning of these Articles;

(viii)

references to any statute or statutory provision shall be construed as including a reference to any modification or re-enactment of it in force for the time being, and the same principle of construction shall be applied to a statutory instrument or a provision in a statutory instrument;

(ix)

the words and phrases “other”, “otherwise”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible;

(x)

any powers of delegation shall not be restrictively construed, but the widest interpretation shall be given to them, and, except where expressly provided by the terms of the delegation in question, delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power; and

(xi)

any power of the directors, or any of them, or of any person to whom such powers have been delegated in accordance with these Articles, to exercise a discretion, make a determination, take a decision or take any action shall be construed as conferring a right to exercise such power in such a way as he or they, in his or their absolute discretion, think fit.

Share capital

5.	The Ordinary Shares

5.1	The Ordinary Shares are issued subject to the Companies Acts and these Articles and rank pari passu in all respects save as provided by, or pursuant to, the Companies Acts or these Articles.

6.	The First and Second Preference Shares

6.1	The 8 per cent. Cumulative Preference Shares (“First Preference Shares”) and the 9 per cent. Cumulative Second Preference Shares (“Second Preference Shares”) had attached thereto respectively on 5th April 1973 the rights as regards

BP p.l.c.

Company Number: 102498

participation in the profits and assets of the Company set out below (and have attached thereto at the date of the adoption of these Articles such rights as modified or affected by the provisions of paragraph 18 of Schedule 23 to the Finance Act 1972 and Section 46 of the Finance Act 1976):

(i)

the First Preference Shares, together with any further shares hereafter issued ranking pari passu therewith pursuant to the provisions hereinafter contained, entitle the holders to a fixed cumulative preferential dividend on the amounts paid up thereon at the rate of 8 per cent. per annum, and on a return of assets of the Company on winding up to have the assets of the Company available for distribution amongst the members applied in the first place in paying to them (a) the amounts paid up on such First Preference Shares, (b) a sum equal to any arrears or deficiency of the fixed cumulative preferential dividend on such First Preference Shares, such arrears or deficiency to be calculated down to the date of the commencement of the winding up, and (c) a sum equal to 10 per cent. on the amounts paid up on the First Preference Shares, or to the average premium above par at which the First Preference Shares have during the six months before the commencement of the winding up been dealt in on the market (such average premium to be certified by the secretary of the London Stock Exchange), whichever sum is the greater, but the holders of the First Preference Shares shall not be entitled in respect thereof to any further or other participation in the profits or assets of the Company.

(ii)

the Second Preference Shares, together with any further shares hereafter issued ranking pari passu therewith pursuant to the provisions hereinafter contained, entitle the holders to a fixed cumulative preferential dividend on the amounts paid up thereon (payable next after the dividend on the First Preference Shares, but in priority to any dividend on the Ordinary Shares) at the rate of 9 per cent. per annum, and on a return of assets of the Company on winding up to have the assets of the Company available for distribution amongst the members and remaining after making to the holders of the First Preference Shares the payments to which they are entitled, applied in the next place in paying to the holders of the Second Preference Shares (a) the amounts paid up on such Second Preference Shares, (b) a sum equal to any arrears or deficiency of the fixed cumulative preferential dividend on such Second Preference Shares, such arrears or deficiency to be calculated down to the date of the commencement of the winding up, and (c) a sum equal to 10 per cent. on the amounts paid up on the Second Preference Shares, or to the average premium above par at which the Second Preference Shares have during the six months before the commencement of the winding up been dealt in on the market (such average premium to be certified by the secretary of the London Stock

BP p.l.c.

Company Number: 102498

Exchange), whichever sum is the greater, but the holders of the Second Preference Shares shall not be entitled in respect thereof to any further or other participation in the profits or assets of the Company.

6.2	At the time these Articles are adopted, each First Preference Share has a nominal value of £1 and each Second Preference Share has a nominal value of £1.

6.3

Unless otherwise expressly resolved by the Company in general meeting, further shares may be created and issued (without any further sanction or approval by the Company in general meeting or by any class of members thereof pursuant to Article 7) as First Preference Shares ranking pari passu with the First Preference Shares in the present capital, provided that the total nominal amount of such First Preference Shares at any one time in issue shall not exceed £10,000,000, or as Second Preference Shares ranking pari passu with the Second Preference Shares in the present capital, provided that the total nominal amount of such Second Preference Shares at any one time in issue shall not exceed £10,000,000.

6.4

Subject as aforesaid, no new shares entitled to rank pari passu with or to any preference over the existing First and Second Preference Shares shall be issued by the Company without the sanction of a special resolution of the holders of such Preference Shares passed at a meeting held under the conditions hereinafter contained.

Variation of rights attached to shares

7.	Variations of rights which may be made

7.1	The holders of any class of shares may at any time and from time to time, and whether before or during liquidation, by a special resolution passed at a meeting of such holders, consent on behalf of all the holders of shares of the class to:

(i)

the issue or creation of any shares ranking equally therewith, or having any priority thereto;

(ii)

the abandonment of any preference or priority or of any accrued dividend or the reduction for any time or permanently of the dividends payable thereon;

(iii)

the amalgamation into one class of the shares of any two or more classes;

(iv)

the sub-division of shares of one class into shares of different classes;

(v)

any alteration in these Articles varying or taking away any rights or privileges attached to shares of the class;

(vi)

any scheme for the reduction of the Company’s capital affecting the class of shares in a manner not otherwise authorised by these Articles;

(vii)

any scheme for the distribution (though not in accordance with legal rights) of assets in money or in kind in or before liquidation; or

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Company Number: 102498

(viii)

any contract for the sale of the whole or any part of the Company’s property or business determining the way in which as between the several classes of shareholders the purchase consideration shall be distributed,

and generally consent to any alteration, contract, compromise or arrangement which the persons voting thereon could if sui juris and holding all the shares of the class consent to or enter into, and such resolution shall be binding upon all the holders of shares of the class.

8.	Procedure for variations of rights

8.1	Any meeting for the purpose of Article 7.1 shall be convened and conducted in all respects as nearly as possible in the same way as a general meeting of the Company which is not an annual general meeting provided that:

(i)

no member, not being a director, shall be entitled to notice thereof or to attend thereat unless he is a holder of shares of the class intended to be affected by the resolution;

(ii)

no vote shall be given except in respect of a share of that class;

(iii)

the quorum at any such meeting shall (subject to the provisions as to an adjourned meeting hereinafter contained) be persons holding or representing by proxy one-tenth of the issued shares of that class (as regards the First Preference Shares and the Second Preference Shares) and one-third of the issued shares of that class (as regards all other classes of share); and

(iv)

at any such meeting a poll may be demanded in writing by not less than five members present in person or by proxy and entitled to vote.

Alteration of share capital

9.	Consolidation and division of shares

9.1

Whenever as a result of a consolidation and division or sub-division of shares any legal or practical issue arises, the directors may deal with such issue in any manner and, in particular, may sell shares representing fractions to which any member would become entitled to any person (including, subject to the provisions of the Companies Acts, the Company).

9.2	The directors may:

(i)

distribute all or any part of the proceeds of sale of any fractions arising pursuant to Article 9.1, in due proportion among those members who would have been entitled to fractional share and/or to such good cause(s) as the directors may decide; or

BP p.l.c.

Company Number: 102498

(ii)

retain all or any part of such proceeds of sale for the benefit of the Company.

9.3

For the purposes of this Article 9, the directors may authorise any person to execute any instrument, or give any instruction, or do any act or thing, for the purpose of transferring the shares to, or in accordance with the directions of, the purchaser. The title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating to the transfer.

9.4

The directors may treat certificated shares and uncertificated shares of a single holder (or of the same joint holders) as separate holdings in giving effect to sub-divisions and/or consolidations, and cause any shares arising on sub-division or consolidation and representing fractional entitlements to be entered in the register of members as certificated shares or as uncertificated shares where this is desirable to facilitate the sale of such shares.

Issue of shares

10.	Power to issue shares

10.1

Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be issued with such (if any) preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine or, in the absence of any such determination, as the directors may determine.

10.2	Subject to the provisions of the Companies Acts, the Company may issue any shares which are to be redeemed, or which are at the option of the Company or the holder liable to be redeemed. The directors may determine the terms, conditions and manner of the redemption of any redeemable shares.

10.3

Subject to the provisions of the Companies Acts and of any resolution of the Company in general meeting passed pursuant thereto, all shares to be issued in the Company and all (if any) shares in the Company lawfully held by or on behalf of it shall be at the disposal of the directors, and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think fit.

11.	Commissions

11.1	The Company may exercise all the powers which are conferred by the Companies Acts of paying commissions in relation to the allotment or issue of new shares and may make such payment in cash or shares or a combination of both.

BP p.l.c.

Company Number: 102498

12.	Renunciation of allotments

12.1

The directors may at any time after the allotment of any share but before any person has been entered in the register of members as the holder recognise a renunciation of such share by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the directors may decide to impose.

No recognition of trusts

13.	No recognition of trusts

13.1	Except only as required by law or as otherwise provided by these Articles:

(i)

no person shall be recognised by the Company as holding any share upon any trust; and

(ii)

the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or any other right in respect of any share except an absolute right to the entirety of such share in the registered holder.

Form of shares

14.	Certificated or uncertificated shares

14.1	In so far as permitted by law, and without having to consult any shareholder, the directors may:

(i)

cause shares issued by the Company to be issued as certificated shares or uncertificated shares;

(ii)

permit any shares in the Company to be held as certificated shares or uncertificated shares;

(iii)

permit the transfer of any uncertificated shares in the Company by means of a relevant system;

(iv)

make arrangements for shares in the Company to be held and transferred as uncertificated shares, and to be converted from certificated shares to uncertificated shares or vice versa; and

(v)

determine that any shares in the Company shall cease to be held and transferred as uncertificated shares.

14.2	Notwithstanding any other provision of these Articles, it shall be irrelevant, when determining whether or not shares form a class or classes of shares, that some of

BP p.l.c.

Company Number: 102498

the shares in question are held or permitted to be held as certificated shares and others as uncertificated shares.

15.	Provisions of these Articles not applicable to uncertificated shares

15.1	Subject to the directors’ power to determine that any shares in the Company shall cease to be held and transferred as uncertificated shares, the provisions of these Articles shall not apply to any shares held as uncertificated shares to the extent that such provisions are inconsistent with:

(i)

the holding of such shares as uncertificated shares;

(ii)

the transfer of title to such shares by means of a relevant system; or

(iii)

any provision of the Uncertificated Securities Regulations 2001.

Share certificates

16.	Right to share certificates

16.1

Subject to Article 16.2, and to the terms of issue of the shares, the Company shall issue without charge a certificate within the time limit prescribed by the Companies Acts to any person whose name is entered in the register of members in respect of any certificated shares of any one class upon the issue or transfer of such shares.

16.2	The right to receive a share certificate shall be subject to the following:

(i)

no certificate shall be issued representing shares of more than one class;

(ii)

in the case of a certificated share held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of one certificate to one of the joint holders shall be sufficient delivery to all; and

(iii)

no certificate is required to be issued by the Company if the Company is not required by law to issue it.

16.3	Each share certificate sent by the Company (or its agent) will be sent at the risk of the member or other person entitled to the certificate and neither the Company (nor its agent) will be responsible for any share certificate lost or destroyed in the course of delivery.

17.	Execution of share certificates

17.1	Every share certificate shall be executed by the Company under the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) or under such other form of authentication as the

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Company Number: 102498

directors may decide (which may include the manual, mechanical or electronic production or representation of the signatures of one or more directors or the Secretary or authentication without any such signature).

18.	Replacement share certificates

18.1	If a member has transferred some only of the shares represented by a share certificate, the old certificate shall be cancelled and (subject to Article 16) a new certificate for the balance of the shares shall be issued in lieu without charge.

18.2

Any two or more certificates representing shares of any one class held by any member may (subject to Article 16) at his request be cancelled and a single new certificate for such shares issued in lieu, subject to the payment of such administrative expenses of the Company in connection with the request as the directors may determine.

18.3

A member may surrender for cancellation a share certificate representing shares held by him and (subject to Article 16) request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify. The directors may, if they think fit, comply with such request, subject to the payment of such administrative expenses of the Company in connection with the request as the directors may determine.

18.4

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of such administrative expenses of the Company in connection with the request as the directors may determine.

18.5	In the case of shares held jointly by several persons any request under this Article 18 may be made by any one of the joint holders.

Transfer of shares

19.	Form of transfer of certificated shares

19.1

All transfers of shares, other than uncertificated shares, may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and may be executed or authenticated under hand or in any other manner acceptable to the directors and permitted by law. The instrument of transfer (if any) shall be executed or authenticated by or on behalf of the transferor and, if the share is not fully paid, by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of such shares.

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Company Number: 102498

19.2

The directors may decline to recognise any instrument of transfer relating to shares in certificated form unless the instrument of transfer is in respect of only one class of share and is lodged at the Registrar’s Office accompanied by the relevant share certificate(s) (if one was issued in respect of the share in question) and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed or authenticated by some other person on his behalf, the authority of that person to do so).

19.3	All instruments of transfer which are registered may be retained by the Company.

20.	Form of transfer of uncertificated shares

20.1

Where any class of shares is a participating security, title to shares of that class which are recorded on an Operator register of members as being held in uncertificated form may be transferred by means of the relevant system concerned. The transfer may not be in favour of more than four persons jointly.

21.	Refusal to register transfers of shares

21.1	The directors may refuse to register the transfer of a share which is not fully paid. The directors may also refuse to register a transfer of shares (whether fully paid or not) in favour of more than four persons jointly.

21.2

If the directors refuse to register a transfer, they shall send to the transferee notice of such refusal as soon as practicable and in any event within two months after the date on which (in the case of certificated shares) the transfer was lodged with the Company or (in the case of uncertificated shares) the Operator-instruction was received.

22.	No fee for registration of transfers

22.1	No fee will be charged by the Company for transferring shares or registering changes relating to the ownership of shares.

Transmission of shares

23.	Succession to shares

23.1

In the case of the death of a shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article 23.1 shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.

BP p.l.c.

Company Number: 102498

24.	Rights of successors to shares

24.1	Save as otherwise provided in these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law:

(i)

shall upon supplying to the Company such evidence as the directors may reasonably require to show his title to the share, be entitled to the same rights as those to which he would be entitled if he were the registered holder of the share;

(ii)

but shall not be entitled in respect thereof (except with the authority of the directors) to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of the share.

25.	Registration of succession to shares

25.1

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may request the Company by notice in writing of his desire to be registered as the holder of such share or to transfer such share to some other person. Following such request, and upon complying with such procedures and supplying to the Company such evidence as the directors may reasonably require to show title to the share, that person shall be registered as the holder of the share, or if he elects to have another person registered as the holder shall transfer title to the share to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as if the death or bankruptcy of the member or entitlement to the share by operation of law had not occurred and the notice or transfer were a transfer made by such member. A person entitled to a share who has elected for that share to be transferred to some other person pursuant to this Article 25.1 shall cease to be entitled to any rights in relation to such share upon that other person being registered as the holder of that share.

Indemnity for payments in respect of shares

26.	Indemnity for payments in respect of shares

26.1

Whenever any law of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares in the Company held (either jointly or solely) by any member or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may

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Company Number: 102498

become due or payable to such member by the Company on or in respect of any such shares or for or on account or in respect of any member, and whether in consequence of:

(i)

the death of such member;

(ii)

the non-payment of any income tax or other tax by such member;

(iii)

the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such member or by or out of his estate; or

(iv)

any other act or thing,

the Company, in every such case, shall be fully indemnified by such member or his executor or administrator from all liability and may recover as a debt due from such member or his executor or administrator wherever constituted or residing any monies paid by the Company under or in consequence of any such law together with interest on such monies at the rate of fifteen per cent. per annum from date of payment to date of repayment.

26.2

Nothing contained in Article 26.1 shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and (as between the Company and any such member, his executor, administrator and estate, wherever constituted or situated) any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

Calls on unpaid shares

27.	Power to make calls on shares

27.1

The directors may from time to time make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares, or when permitted, by way of premium) but subject always to the terms of issue of such shares. A call shall be deemed to have been made at the time when the decision of the directors authorising the call was passed and may be made payable by instalments.

28.	Payment of calls

28.1

Each member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the directors may determine.

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Company Number: 102498

29.	Interest on unpaid calls

29.1

If a sum called in respect of a share is not paid before or on the day appointed for payment of such sum, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment to the time of actual payment at such rate (not exceeding fifteen per cent. per annum) as the directors may determine but the directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.

30.	Failure to pay sums in respect of unpaid shares

30.1

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

31.	Powers of the directors in connection with unpaid shares

31.1	The directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

31.2

The directors may if they think fit receive from any member willing to advance the same all or any part of the monies (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish, to the extent of such payment, the liability upon the shares in respect of which it is made and upon the monies so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding twelve per cent. per annum) as the member paying such sum and the directors may agree.

Forfeiture and lien for unpaid shares

32.	Notice to pay sums due on unpaid shares

32.1

If a member fails to pay in full any call or instalment of a call on the due date for payment, the directors may at any time after such due date serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued on such call or instalment and any expenses incurred by the Company by reason of such non-payment.

BP p.l.c.

Company Number: 102498

33.	Contents of a notice to pay

33.1

The notice shall name a day (at least seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance with the notice, the shares on which the call has been made will be liable to be forfeited.

34.	Forfeiture or surrender of shares for non-payment

34.1

If the requirements of any notice served pursuant to Article 32.1 are not complied with, any share in respect of which such notice has been given may at any time after the day stated in the notice served pursuant to Article 33.1, and before payment of all calls and interest and expenses due in respect of such call or instalment has been made, be forfeited by a decision of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not paid before forfeiture. The directors may accept a surrender of any share liable to be forfeited pursuant to this Article 34.1.

35.	Powers of the directors on forfeiture or surrender for non-payment

35.1

A share forfeited or surrendered pursuant to Article 34.1 shall become the property of the Company and may be cancelled, or may be sold, re-allotted or otherwise disposed of (either to the person who was before such forfeiture or surrender the holder of or entitled to such share, or to any other person) upon such terms and in such manner as the directors may determine. Where for the purposes of its disposal a forfeited share is to be transferred to any person:

(i)

in the case of a share in certificated form, the directors may authorise any person or persons to execute an instrument of transfer and take such other steps (including giving directions to or on behalf of the holder, who shall be bound by them) as any such person thinks fit to effect the transfer; and

(ii)

in the case of a share in uncertificated form, the directors may, to enable the Company to deal with the share in accordance with the provisions of this Article 35.1, require the Operator of a relevant system to convert the share into certificated form, and after such conversion, authorise any person or persons to execute an instrument of transfer and take such other steps (including giving directions to or on behalf of the holder, who shall be bound by them) as any such person thinks fit to effect the transfer.

BP p.l.c.

Company Number: 102498

36.	Continuing liabilities after forfeiture or surrender for non-payment

36.1

A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest on such monies at fifteen per cent. per annum (or such lower rate as the directors may determine) from the date of forfeiture or surrender until payment and the directors may enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or waive payment in whole or in part.

37.	Lien in relation to unpaid shares

37.1

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such share and the Company shall also have a first and paramount lien on every share (not being a fully paid share) standing registered in the name of a single member for all the debts and liabilities of such member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member and whether the period for the payment or discharge of the same shall have actually arrived or not and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article 37.1.

38.	Exercise of lien in relation to unpaid shares

38.1

The Company may sell in such manner as the directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable and until the expiration of fourteen days after a notice stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder of the share or the person entitled to the share by reason of the holder’s death or bankruptcy or otherwise by operation of law. To give effect to any such sale:

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Company Number: 102498

(i)

(ii)

in the case of a share in uncertificated form, the directors may, to enable the Company to deal with the share in accordance with the provisions of this Article 38.1, require the Operator of a relevant system to convert the share into certificated form, and after such conversion, authorise any person or persons to execute an instrument of transfer and take such other steps (including giving directions to or on behalf of the holder, who shall be bound by them) as any such person thinks fit to effect the transfer.

38.2

The proceeds of sale of any share under Article 38.1 shall be applied in or towards payment or satisfaction of the debts or liabilities in respect of which the lien exists so far as the same are then payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale.

39.	Statutory declaration as to forfeiture, surrender or sale of unpaid share

39.1

A statutory declaration that the declarant is a director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Such declaration, and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with, in relation to a certificated share, the share certificate delivered to a purchaser or allottee thereof, shall (subject if necessary to the execution of an instrument of transfer or a transfer by a relevant system, as the case may be) constitute a good title to the share, and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Untraced shareholders

40.	Untraced shareholders

40.1	The Company shall have power to sell (at any time after becoming entitled to do so) the shares of a member, or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law, if and

BP p.l.c.

Company Number: 102498

provided that the provisions of this Article 40.1 which are set out below are met. For the purposes of this Article 40.1, the “Relevant Period” shall mean any period of 10 years ending on a date to be determined by the directors and stipulated in the Sale Notice referred to below.

Shares may be sold by the Company provided that:

(i)

during the Relevant Period at least three dividends have become payable on the shares but all dividends payable on the shares during the Relevant Period remain unclaimed and, prior to sending the Sale Notice referred to below, the Company has taken such steps as the directors decide are appropriate in the circumstances to trace the member or other person entitled (which may include engaging a professional asset reunification company or other tracing agent);

(ii)

the Company sends a notice to the registered or last known address of that member or other person entitled, stating that it intends to sell the shares (a “Sale Notice”); and

(iii)

during and after the Relevant Period up to the date which is three months after sending the Sale Notice, the Company has not received any communication from, or evidence of the whereabouts of, such member or person entitled.

40.2

If the criteria in Article 40.1 are satisfied in relation to a share, the Company shall also be entitled to sell any additional share issued at any time during or after the Relevant Period up to the date which is three months after sending the Sale Notice referred to in paragraph (iii) of Article 40.1 in right of such share (or in right of any share so issued).

40.3	A sale of any share by the Company pursuant to this Article 40 may be made at such time and on such terms as the directors may decide, and to give effect to any such sale:

(i)

in the case of a share in certificated form, the directors may authorise any person or persons to execute an instrument of transfer of the share and to take such other steps (including giving directions to or on behalf of the holder, who shall be bound by them) as any such person thinks fit to effect the transfer; and

(ii)

in the case of a share in uncertificated form, the directors may, to enable the Company to deal with the share in accordance with the provisions of this Article 40, require the Operator of a relevant system to convert the share into certificated form, and after such conversion, authorise any person or persons to execute an instrument of transfer of the share and take such other steps (including giving directions to or on behalf of the

BP p.l.c.

Company Number: 102498

holder, who shall be bound by them) as any such person thinks fit to effect the transfer,

and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings set out in this Article 40.

40.4

The proceeds of sale of any share under this Article 40 shall belong to the Company which shall, subject to the provisions of Article 40.5, be obliged to account to the former member or other person previously entitled for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. The former member or other person previously entitled to the share may give notice in writing to the Company to claim such proceeds of sale at any time during the period of twelve months from the date on which the relevant share was sold by the Company pursuant to this Article 40. No trust shall be created in respect of the debt and no interest shall be payable in respect of the same. The Company shall not be required to account for any money earned on the proceeds of sale, which may be employed in the business of the Company or invested in such investments as the directors may decide.

40.5

If no valid claim for the proceeds of sale has been received by the Company pursuant to Article 40.4 during the period of twelve months from the date on which the relevant share was sold by the Company under this Article 40, the proceeds of sale shall be forfeited and such former member or other person previously entitled shall no longer be a creditor for such amount and the Company will not be obliged to account to such person for, or be liable to such person in relation to, the proceeds of sale and the Company may retain the proceeds of sale for the benefit of the Company and/or may distribute them to such good cause(s) as the directors may decide. The provisions of Article 118.2 shall apply in relation to the forfeiture of unclaimed dividends payable on such share.

General meetings

41.	Convening general meetings

41.1	The directors may call general meetings.

41.2	If there are not sufficient directors to form a quorum in order to call a general meeting, then, in accordance with Article 94.1, any director may call a general meeting.

42.	Form of general meetings

42.1	In this Article 42:

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Company Number: 102498

(i)

a “Physical Meeting” means a general meeting held and conducted by physical attendance by members and/or proxies at a particular place (or, if the directors specify one or more Satellite Locations in accordance with Article 43, at particular places);

(ii)

a “Hybrid Meeting” means a general meeting held and conducted by both physical attendance by members and/or proxies at a particular place (or, if the directors specify one or more Satellite Locations in accordance with Article 43, at particular places) and by members and/or proxies also being able to attend and participate by electronic means without needing to be in physical attendance at that place (or places).

42.2

The directors may decide in relation to any general meeting (including a postponed or adjourned meeting) whether the general meeting is to be held as a Physical Meeting or as a Hybrid Meeting (and shall, for the avoidance of doubt, be under no obligation to convene a meeting as a Hybrid Meeting whatever the circumstances).

42.3

The directors may make such arrangements as they may (subject to the requirements of the Companies Acts) decide in connection with the facilities for participation by electronic means in a Hybrid Meeting, and the entitlement of any member or proxy to attend the general meeting, or to participate in it by electronic means, shall be subject to such arrangements. In the case of a Hybrid Meeting, the provisions of these Articles shall be treated as modified to permit any such arrangements and in particular:

(i)

references in these Articles to attending and being present at the meeting, including in relation to the quorum for the meeting and the right to vote at the meeting, shall be treated as including participating in the meeting by electronic means;

(ii)

a notice of a general meeting which is to be a Hybrid Meeting shall state details of the facilities for attendance and participation by electronic means at the meeting or shall state where such details will be made available by the Company prior to the meeting;

(iii)

the meeting shall be treated as having commenced if it has commenced at the physical place (or places) specified in the notice of the meeting;

(iv)

the meeting shall be duly constituted and its proceedings valid if the chairman of the meeting is satisfied that adequate facilities have been made available so that all persons (being entitled to do so) attending the Hybrid Meeting by electronic means, may participate in the business of the meeting, but under no circumstances shall the inability of one or more members or proxies to access, or continue to access, the facilities for participation in the meeting despite adequate facilities being made

BP p.l.c.

Company Number: 102498

available by the Company, affect the validity of the meeting or any business conducted at the meeting;

(v)

all resolutions put to members at a Hybrid Meeting, including Procedural Resolutions, shall be decided on a poll; and

(vi)

if it appears to the chairman of the meeting that the electronic facilities for a Hybrid Meeting have become inadequate for the purpose of holding the meeting then the chairman of the meeting may, with or without the consent of the meeting, adjourn the meeting (before or after it has started) and the provisions of Articles 56 and 57 shall apply to any such adjournment.

42.4

If, after the sending of notice of a Hybrid Meeting but before the meeting is held (or after the adjournment of a hybrid meeting but before the adjourned meeting is held), the directors consider that it is impracticable or unreasonable to hold the meeting at the time specified in the notice of meeting using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may, without sending a new notice of meeting, change the meeting to a Physical Meeting, or change the electronic facilities (and make details of the new facilities available in the manner stated in the notice of meeting) and/or postpone the time at which the meeting is to be held.

42.5	An adjourned general meeting or postponed general meeting may be held as a Physical Meeting or a Hybrid Meeting irrespective of the form of the general meeting which was adjourned or postponed.

43.	Satellite locations for meetings

43.1

The directors may decide that participation in a general meeting shall be possible at more than one physical location and, in that case, the directors shall direct that the meeting is held at a place specified in the notice (“Principal Place”) at which the chairman of the meeting shall preside, and shall also make provision either before or during the meeting for participation in the meeting by members and proxies at one or more other places, whether within the same premises or not (each a “Satellite Location”). In any such case, the directors shall attempt to ensure that adequate facilities are available so that all persons (being entitled to do so) attending the meeting may participate in the business of the meeting.

43.2

For the purposes of all other provisions of these Articles, any meeting which has a Principal Place and one or more Satellite Locations shall be treated as being held and taking place at the Principal Place and as attended by members and/or duly appointed proxies who are present at the Principal Place or at one of the Satellite Locations and the powers of the chairman of the meeting shall apply equally to the Satellite Locations, including his power to adjourn the meeting in Article 56.1.

BP p.l.c.

Company Number: 102498

43.3	Under no circumstance will a failure (for any reason) of communication equipment, or any other failure in the arrangements for participation in the meeting at more than one place, affect the validity of such meeting at the Principal Place, or any business conducted at such meeting.

43.4

A person (“Satellite Chairman”) shall preside at each one of the Satellite Locations (if any). Each Satellite Chairman shall be appointed by the directors, or by some person to whom they have delegated the task. Every Satellite Chairman shall have the powers vested in him by or under these Articles.

43.5

Every Satellite Chairman shall keep good order at the location where he is presiding, and he shall have all powers necessary or desirable for that purpose. Every Satellite Chairman shall also carry out all requests made of him by, or on behalf of, the chairman of the meeting in relation to the conduct of the meeting and he shall have all powers necessary or desirable for that purpose.

Class meetings

44.	Class meetings

44.1

Subject to the Companies Acts, the provisions of these Articles relating to general meetings shall apply, with necessary modifications, to any separate meeting of the holders of shares of a particular class which is convened otherwise than in connection with the variation or abrogation of the rights attached to shares of that class.

Notice of general meetings

45.	Giving notice of general meeting

45.1	A general meeting of the Company shall be called by not less than the minimum notice period specified by the Companies Acts. The Company may give such notice by any means or combination of means permitted by law.

45.2

Subject to the provisions of these Articles and to any rights or restrictions attached to any shares, notices shall be given to all members, to all persons entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law and to the directors and auditors of the Company.

46.	Omission or failure to give notice and non-receipt of notice

46.1	The accidental omission to give notice to, or the failure to give notice due to circumstances beyond the Company’s control to, or the non-receipt of notice by, any person entitled to such notice shall not invalidate the proceedings at any general meeting.

BP p.l.c.

Company Number: 102498

47.	Contents of notice of general meeting

47.1

A notice calling a general meeting shall specify the date, time and place of the meeting, which, if any Satellite Locations are provided for in accordance with Article 43, shall be the Principal Place of the meeting (and in that case the Company may, but shall not be required to, specify in the notice any one or more of the Satellite Locations).

47.2

There shall appear with reasonable prominence in every notice of general meeting a statement that a member entitled to attend and vote is entitled to appoint a proxy or (if he holds more than one share) proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company.

47.3	In the case of an annual general meeting, the notice shall also state that the meeting is an annual general meeting.

47.4	The notice of any general meeting shall set out the text of all Substantive Resolutions to be considered by the meeting and shall state in the case of each resolution whether it is to be proposed as an ordinary resolution or as a special resolution.

47.5

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, the Company may specify in the notice of the meeting a time, not more than forty-eight hours before the time fixed for the meeting, by which a person who holds shares must be entered on the register in order to have the right to attend or vote at the meeting or to appoint a proxy to do so. When calculating such forty-eight hour period the directors may decide to take no account of any part of a day that is not a working day.

Members’ resolutions

48.	Members’ resolutions

48.1

Members of the Company shall have the rights provided by the Companies Acts to require the Company to give notice of a resolution which may be properly moved, and is intended to be moved at an annual general meeting, to require the Company to give notice of any matter which may properly be included in the business of an annual general meeting and to circulate a statement in relation to the business at an annual general meeting of the Company.

48.2	The expenses of complying with the rights referred to in Article 48.1 shall be borne in accordance with the provisions of the Companies Acts, save as provided in Articles 48.3 and 48.4.

48.3	The Company shall bear the expenses of complying with the rights referred to in Article 48.1, even if not required to do so under the Companies Acts, if the

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Company Number: 102498

Company’s obligation to give notice of the resolution or matter or circulate the statement arises on or before 21 January next preceding the annual general meeting in question, or such other date as the directors may decide.

48.4	The directors shall have power to waive, whether prospectively or retrospectively, and on such terms and conditions (if any) as they think fit, any obligation to meet or pay the expenses of the Company in complying with the rights referred to in Article 48.1.

Powers and arrangements in connection with meetings

49.	Postponement of meetings

49.1

If the Chairman or the directors determine that it is impractical or unreasonable to hold a general meeting or an adjourned meeting on the date or at the time or place specified in the notice calling the general meeting or adjourned meeting, he or they may postpone the meeting to another time, date and/or place.

49.2

When a meeting is postponed in accordance with this Article 49, notice of the date, time and place of the postponed meeting may be given in such manner as the directors may decide. The directors shall take reasonable steps to ensure that notice of the date, time and place of any postponed meeting is provided to any member trying to attend the meeting at the original time and place. Notice of the business to be transacted at such postponed meeting shall not be required.

49.3

If a meeting is postponed in accordance with this Article 49, the appointment of a valid proxy (or amendment to a proxy instruction) already received as required by these Articles shall remain valid and a proxy (or amendment to a proxy instruction) shall be valid if it is delivered and received as required by these Articles not less than forty-eight hours (or such shorter time as the directors may decide) before the time appointed for holding the postponed meeting. When calculating such forty-eight hour period the directors may decide to take no account of any part of a day that is not a working day.

49.4	The directors may also postpone any meeting which has already been postponed under this Article 49.

50.	Arrangements in connection with meetings

50.1

The directors may make such arrangements as they may decide in connection with the organisation and administration of any general meeting. Such arrangements may govern admission to the meeting, or admission to a particular location or locations from which people may participate in the meeting. Any such arrangements in relation to admission shall only be made on a basis that they are intended to be fair and equitable as between all members and proxies otherwise

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Company Number: 102498

entitled to attend the meeting. The entitlement of any member or proxy to attend a general meeting, or to participate in it, shall be subject to such arrangements.

50.2	Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are members.

50.3	The chairman of the meeting may permit any person to attend and speak at a general meeting who is not otherwise entitled to do so.

51.	Powers to promote security at meetings

51.1

Any director, or the Secretary, may take any action before the commencement of or during any general meeting which he may think fit to ensure the security of the meeting, the safety of people attending the meeting, and the future orderly conduct of the meeting. Any decision made in good faith under this Article 51.1 shall be final, and rights to attend and participate in the meeting concerned shall be subject to such decision.

52.	Chairman’s powers to promote order and dispatch of business

52.1

The chairman of the meeting shall take such action as he thinks fit to promote the orderly conduct of the business of any general meeting as set out in the notice of the meeting and to promote the conduct of such business with reasonable dispatch. Any such action, and any decision of the chairman of the meeting made in good faith on matters of procedure or matters arising incidentally from the business of the meeting, shall be final as shall his determination, acting in good faith, as to whether any matter is of such a nature.

Proceedings at general meetings

53.

Chairman

53.1

The Chairman, or if he is absent or unwilling to act another director nominated by the directors prior to the general meeting, shall preside as chairman of a general meeting. If at any general meeting neither the Chairman nor any director so nominated is present and willing to act within five minutes after the time appointed for holding the general meeting the directors present shall choose one of their number to be chairman of the meeting and if there is only one director present he shall be chairman of the meeting.

53.2	If within 15 minutes after the time appointed for holding the general meeting no director is present, or if all of the directors present within that 15 minutes decline to take the chair, the members present and entitled to vote shall choose one of their number to be chairman of the meeting.

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Company Number: 102498

54.

Quorum

54.1	No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Five members present in person, or by proxy, and entitled to vote shall be a quorum for all purposes.

55.	Consequences of a lack of quorum

55.1	If within five minutes from the time appointed for a general meeting (or such longer period as the chairman of the meeting may think fit to allow) a quorum is not present then:

(i)

if the meeting was convened on the requisition of members it shall be dissolved; or

(ii)

in any other case, if the meeting has no chairman at that time, a chairman shall first be appointed in accordance with Article 53 and then the meeting shall stand adjourned to such other day and such time and place, being at least 10 days after the original meeting, as the chairman of the meeting may determine.

55.2	If a general meeting is adjourned in accordance with Article 55.1, then at the adjourned meeting any two members present in person or by proxy shall be a quorum.

56.	Adjournment of meeting

56.1

The chairman of any general meeting may, with or without the consent of the meeting (and shall if so directed by the meeting), adjourn the meeting (before or after it has started) from time to time (or indefinitely) and from place to place (provided that if there is no quorum present, the provisions of Article 55.1 shall apply in relation to the minimum time before the holding of the adjourned meeting). If so adjourned, the chairman of the meeting shall either specify the time and place to which it is adjourned or state that it is adjourned to such time and place as the directors may determine.

57.	Notice of adjourned meeting and business at meeting

57.1	Save as provided in Article 57.2, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

57.2	When a general meeting is adjourned for thirty days or more or indefinitely, not less than seven clear days’ notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given.

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Company Number: 102498

57.3	No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place and all business conducted at that general meeting up to the time of the adjournment shall be valid.

58.	Passing a Substantive Resolution

58.1	Subject to Article 58.2 and subject to the Companies Acts, no Substantive Resolution may be considered or passed at a general meeting unless the text of the resolution was set out in the notice by which the meeting was convened.

58.2

A Substantive Resolution may be amended (for example by correcting grammatical or clerical errors which can be corrected as a matter of construction of the resolution set out in the notice when read together with any circular which accompanied the notice, or by reducing the words to a more formal language) provided that there is no departure from the substance of the resolution which was set out in the notice by which the meeting was convened. A ruling by the chairman of the meeting in good faith in relation to any such amendment shall be final and conclusive and any error in such ruling shall not invalidate the proceedings on the resolution.

58.3	The chairman of the meeting shall have power to determine whether a resolution is a Procedural Resolution or a Substantive Resolution and his decision made in good faith shall be final and conclusive.

Votes of members

59.	Manner of voting

59.1

At any general meeting all Substantive Resolutions put to the vote of the meeting shall be decided on a poll and all Procedural Resolutions put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(i)

the chairman of the meeting;

(ii)

not less than five members present in person or by proxy and having the right to vote on the resolution;

(iii)

a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or

(iv)

a member or members present in person or by proxy and holding shares in the Company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth

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Company Number: 102498

of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares).

59.2

Unless a poll is required or demanded, a declaration by the chairman of the meeting that a Procedural Resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of such fact without proof of the number or proportion of the votes recorded for or against such resolution.

60.

Polls

60.1	A demand for a poll may be withdrawn only with the approval of the chairman of the meeting. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands on a Procedural Resolution declared before the demand was made.

60.2

If a poll is required or demanded, it shall be taken in such manner or manners (including the use of ballot or voting papers or tickets or electronic means) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the decision of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

60.3

A poll demanded on the choice of a chairman of the meeting or on a question of adjournment shall be taken immediately. A poll required or demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting) and place as the chairman of the meeting may direct. No notice need be given of a poll not taken immediately.

60.4	A demand for a poll shall not prevent the meeting continuing for the transaction of any business other than the question on which the poll has been demanded. The requirement for a poll shall not affect the continuance or conduct of the meeting.

61.	Votes attaching to shares

61.1	Subject to Articles 47.5, 64.1 and 75 and to any special rights or restrictions as to voting attached to any class of shares:

(i)

on a show of hands, every member who is present in person shall have one vote and every person present who has been duly appointed as a proxy shall have one vote, provided that the proxy shall have one vote for the resolution in question and one vote against it if (a) the proxy has been duly appointed by more than one member entitled to vote on the resolution and

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Company Number: 102498

(b) the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it or is instructed by one or more of those members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way); and

(ii)

on a poll, every member who is present in person or by proxy shall have two votes for every £5 in nominal amount of the First Preference Shares and Second Preference Shares and one vote for every US$0.25 in nominal amount of all other shares of which he is the holder or in respect of which his appointment as proxy has been made.

62.	Votes by joint holders

62.1

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the share.

63.	Votes of incapable member

63.1

If a person (by whatever name called) has been appointed by any court in any jurisdiction to exercise powers with respect to the property or affairs of any member on the ground (however formulated) that they are unable to manage their own affairs, the directors may, upon or subject to production of such evidence of the validity of the appointment as the directors may require, permit such person on behalf of such member to vote in person or by proxy at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company.

64.	Restriction of voting rights where calls unpaid

64.1

No member shall, unless the directors otherwise determine, be entitled in respect of shares held by him to vote at a general meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of such shares remains unpaid.

65.	Objections to votes

65.1

No person other than the Company or some person acting on its behalf may raise an objection to the admissibility of any vote except at the meeting or adjourned meeting or subsequent poll at which that vote may be, or is, given or tendered. Any such objection shall be referred to the chairman of the meeting when the

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Company Number: 102498

objection is raised. The chairman of the meeting, or some person appointed by him, shall rule on the objection and such ruling shall be final and conclusive. If a vote is ruled in order it shall then be valid for all purposes unless previously or subsequently disallowed by the Company.

66.	Voting in person or by proxy

66.1	On a poll votes may be given either personally or by proxy and a person entitled to more than one vote:

(i)

may vote in respect of some of his shares in person and in respect of others of them by proxy; and

(ii)

need not use all his votes or cast all the votes he uses (either in person or by proxy) in the same way.

Proxies and corporate representatives

67.	Appointment of proxies

67.1	A proxy shall only be appointed by one of the means specified in these Articles.

67.2	A proxy need not be a member of the Company. The appointment of a proxy shall not preclude a member from attending and voting at the meeting in respect of which such member has appointed the proxy or at any adjournment of it.

67.3	A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. References in these Articles to an appointment of a proxy include references to the appointment of more than one proxy.

67.4	Unless it states the contrary, the appointment of a proxy shall be valid for any adjournment of the meeting or meetings to which it relates, and for any poll arising from any such meeting or adjourned meeting.

67.5	A validly appointed proxy shall have the right to demand or join in demanding a poll and the right to speak at a meeting.

68.	Means of appointing proxies by instrument in writing

68.1	A proxy may be appointed by means of a hard copy instrument in any usual or common form, or in any other form which the directors may approve, and:

(i)

in the case of an appointor who is a natural person, shall be signed by the appointor or his agent lawfully authorised in writing; and

(ii)

in the case of an appointor which is a corporation, shall be either given under its common seal or signed on its behalf by an agent lawfully authorised in writing or by a duly authorised officer of the corporation.

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Company Number: 102498

68.2	The signature on such an instrument appointing a proxy need not be witnessed.

68.3	Where an instrument appointing a proxy is signed on behalf of the appointor by an agent lawfully authorised in writing:

(i)

the Company may treat the appointment as sufficient evidence of that person’s authority to execute the appointment of proxy on behalf of that member; and

(ii)

the authority under which the agent is appointed shall be such form as is authorised by the directors and the appointment or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, or delivered to the Company by such other method as may be authorised by the directors, by the latest time for receipt of the proxy failing which the instrument of proxy may be treated as invalid.

69.	Means of appointing proxies by electronic communications

69.1

A proxy may be appointed by electronic communication to such address as may be notified by or on behalf of the Company for that purpose, or by any other lawful means from time to time authorised by the directors. Any means of appointing a proxy which is authorised by or under this Article 69 shall be subject to any terms, limitations, conditions or restrictions that the directors may prescribe.

69.2	Without limiting the provisions of Article 69.1, in relation to any shares which are uncertificated shares the directors may:

(i)

permit appointments of a proxy to be made by means of an electronic communication which is an uncertificated shares proxy instruction (“Uncertificated Proxy Instruction”) (that is, a properly authenticated dematerialised instruction or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the directors may prescribe, in such form and subject to such terms and conditions as may be prescribed by the directors (subject always to the facilities and requirements of the relevant system concerned));

(ii)

permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means; and

(iii)

treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

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Company Number: 102498

70.	Receipt of proxies

70.1

In order to be valid, the appointment of a proxy must be received at such place (or one of such places) by such means and in such manner as may be specified for that purpose in the notice convening the meeting or in any material accompanying the notice convening the meeting (or, in the case of a hard copy proxy, if no place is so specified, at the Registrar’s Office) by the last time for receipt stated in Article 70.2.

70.2

The last time for receipt of the appointment of a proxy is forty-eight hours (or such shorter time as the directors may decide) before the time appointed for the commencement of the meeting or adjourned meeting (or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, twenty-four hours (or such shorter time as the directors may decide) before the time appointed for the taking of the poll) at which the proxy is to be used. When calculating such forty-eight hour or twenty-four hour period the directors may decide to take no account of any part of a day that is not a working day.

71.	Revocation or amendment of proxies

71.1	Notice of the revocation of the appointment of a proxy or amendments to proxy instructions may be given in any lawful manner which complies with all rules in force that the directors have made to govern how a proxy is validly revoked or proxy instructions amended.

71.2

A vote cast by proxy shall not be invalidated by the previous death or insanity of any appointor, or by the revocation or amendment to the appointment of or instructions to the proxy, or of the authority under which the appointment was made, unless notice in writing of such death, insanity, revocation or amendment shall have been received by the Company at such place (or one of such places) and in such manner as may be specified for that purpose in the notice convening the meeting or in any material accompanying the notice convening the meeting (or, in the case of a hard copy proxy, if no place is so specified, at the Registrar’s Office) by the last time for receipt stated in Article 71.3.

71.3

The last time for receipt of a notice under Article 71.2 is forty-eight hours (or such shorter time as the directors may decide) before the time appointed for the commencement of the meeting or adjourned meeting (or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, twenty-four hours (or such shorter time as the directors may decide) before the time appointed for the taking of the poll) at which the proxy is to be used. When calculating such forty-eight hour or twenty-four hour period the directors may decide to take no account of any part of a day that is not a working day.

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Company Number: 102498

72.	Directors’ powers to establish procedures in connection with proxies

72.1

The directors may (consistently with the Companies Acts and these Articles) make such rules as they decide are appropriate in relation to proxies, including in relation to verifying the appointment or revocation of a proxy. Any such rules may be general, or specific to a particular meeting. Without limitation, any such rules may include provisions that the directors (or some person or persons appointed by them) may conclusively determine any matter or dispute relating to:

(i)

the appointment or revocation, or purported appointment or revocation, of a proxy; or

(ii)

any instruction contained or allegedly contained in any such appointment,

and any such rules may also include rebuttable or conclusive presumptions of any fact concerning those matters. The directors may from time to time modify or revoke any such rules as they may decide, provided that no subsisting valid appointment or revocation of a proxy or any vote instruction shall thereby be rendered invalid.

72.2

Where two or more valid appointment of proxy are received in respect of the same share in relation to the same meeting, the appointment of proxy which is last received shall be treated as replacing or revoking the other or others. If the Company is unable to determine which is last received, the directors may determine that none of such appointments shall be treated as valid in respect of that share.

73.	Corporations acting by representatives

73.1

Subject to the provisions of the Companies Acts, any corporation (other than the Company itself) which is a member of the Company may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company, or at any separate meeting of the holders of any class of shares. The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person or persons so authorised is present at it, and all references to attendance and voting in person shall be construed accordingly. The Company may require such person or persons to produce a certified copy of the resolution before permitting him to exercise his powers.

73.2

A vote given or poll demanded by a corporate representative shall be valid notwithstanding that the corporate representative is no longer authorised to represent the member unless notice in writing of the revocation of appointment was delivered in writing to the Company at such place or address and by such

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Company Number: 102498

time as is specified in accordance with Article 71 for the revocation of the appointment of a proxy.

74.	Limitation of liabilities in connection with proxies and corporate representatives

74.1

To the extent permitted by law, each of the directors, the Secretary and each person employed or, directly or indirectly, retained or used by the Company in the processes of receiving and validating the appointment and revocation of proxies shall not be liable to any persons other than the Company in respect of any acts or omissions (including negligence) occurring in the execution or purported execution of his tasks relating to such processes, provided that he shall have no such immunity in respect of any act done or omitted to be done in bad faith.

74.2

The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a proxy or corporate representative does not vote in accordance with the instructions of the member he represents the vote or votes cast shall nevertheless be valid for all purposes.

Suspension of rights for non-disclosure of interests in shares

75.	Suspension of rights for non-disclosure of interests in shares

75.1

This Article 75 applies if any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under Section 793 of the Companies Act 2006 and is in default for a period of fourteen days or more from the service of the notice (the “Designated Period”) in supplying the Company (or its agent) with the information thereby required.

75.2

The directors may at any time after expiry of the Designated Period by notice to such member (a “Direction Notice”) direct that in respect of the shares in relation to which the default occurred (the “Default Shares”) the member shall not (for so long as the default continues) nor shall any transferee to whom any Default Shares are transferred (other than pursuant to an Approved Transfer) be entitled to vote either personally or by proxy at a general meeting of the Company or a meeting of the holders of any class of shares of the Company or to exercise any other right to attend or vote at general meetings of the Company or meetings of the holders of any class of shares of the Company.

75.3	The Company shall send to each other person appearing to be interested in the shares the subject of any Direction Notice a copy of such notice, but the failure or omission by the Company to do so shall not invalidate such Direction Notice.

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Company Number: 102498

75.4	Where the Default Shares represent at least 0.25 per cent. of the issued shares of that class, then the directors may include all or any of the following additional directions in the Direction Notice:

(i)

that any cash dividend or other such money, or shares issued in lieu of a dividend, which would otherwise be due in respect of each of the Default Shares shall (in whole or any part thereof) be retained (or, as the case may be, not issued) by the Company without any liability to pay interest when such dividend or other money or shares is finally paid or issued to the member; and/or

(ii)

that no transfer of any of the shares held by such member shall be registered except for an Approved Transfer permitted by Article 75.5.

75.5	For the purposes of this Article 75, a transfer is permitted (an “Approved Transfer”) if:

(i)

the member is not himself in default as regards supplying the information required and the transfer is of part only of the member’s holding and when presented for registration is accompanied by a certificate by the member in a form satisfactory to the directors to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer;

(ii)

it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer for a company (as defined in Section 974 of the Companies Act 2006);

(iii)

the directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a party unconnected with the member and with other persons appearing to be interested in such shares; or

(iv)

the transfer results from a sale made through a Recognised Investment Exchange.

75.6	In the case of shares held by the member in uncertificated form, the directors may, to enable the Company to deal with the shares in accordance with the provisions of this Article 75, require the Operator of a relevant system to convert the shares into certificated form.

75.7	Where any sanctions under this Article 75 apply in relation to any Default Shares, they shall continue to have effect until the end of the period of seven days (or such shorter period as the directors may decide) following the earlier of:

(i)

receipt by the Company of the information required by the notice under Section 793 of the Companies Act 2006; and

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Company Number: 102498

(ii)

receipt by the Company of notice that the Default Shares have been transferred by means of an Approved Transfer.

75.8	The directors may suspend or cancel any of the sanctions under this Article 75 at any time in relation to any shares and may at any time give notice cancelling a Direction Notice.

75.9

Any new shares in the Company issued in right of the Default Shares shall be subject to the same sanctions as apply to the Default Shares, and the directors may make any right to an allotment of the new shares subject to sanctions corresponding to those which will apply to those shares on issue, provided that:

(i)

any sanctions applying to, or to a right to, new shares by virtue of this Article 75 shall cease to have effect when the sanctions applying to the related Default Shares cease to have effect (and shall be suspended or cancelled if and to the extent that the sanctions applying to the related default shares are suspended or cancelled); and

(ii)

Articles 75.1 and 75.2 shall apply to the exclusion of this Article 75.9 if the Company gives a separate Direction Notice in relation to the new shares.

75.10

Where any person appearing to be interested in the Default Shares has been duly served with a Direction Notice and the Default Shares which are the subject of such Direction Notice are held by an Approved Depositary, the provisions of this Article 75 shall be treated as applying only to such Default Shares held by the Approved Depositary and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Approved Depositary.

75.11

Where the member on which a notice under Section 793 of the Companies Act 2006 is served is an Approved Depositary acting in its capacity as such, the obligations of the Approved Depositary as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the directors pursuant to which it was appointed as an Approved Depositary.

75.12

For the purpose of this Article 75:

(i)

a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a notification under Section 793 of the Companies Act 2006 which either (a) names such person as being so interested or (b) fails to establish the identities of those interested in the shares and (after taking into account the said notification and any other relevant Section 793 notification) the Company knows or has reasonable cause to believe or suspects on reasonable grounds that the person in question is or may be interested in the shares; and

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Company Number: 102498

(ii)

reference to a person being in default for the Designated Period in supplying to the Company the information required by a notification under Section 793 of the Companies Act 2006 includes:

(a)

reference to his having failed or refused to give all or any part of it;

(b)

reference to his having given any information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; and

(c)

reference to the Company knowing or having reasonable cause to believe that any of the information provided is false or materially incorrect or incomplete.

75.13

Nothing contained in this Article 75 shall limit the power of the directors under the Companies Acts.

Appointment and retirement of directors

76.	Power to appoint directors

76.1	The Company may by ordinary resolution appoint any person, who is willing to act as a director and permitted by law to act as a director, to be a director either as a replacement for another director or as an additional director.

76.2

Without prejudice to Article 76.1, the directors shall also have power at any time to appoint any person either as a replacement for another director or as an additional director, but so that the total number of directors shall not thereby exceed any maximum number fixed by or in accordance with these Articles. Any person so appointed by the directors shall hold office only until the next annual general meeting notice of which is first sent after his appointment and he shall then be eligible for re-election.

77.	Eligibility for appointment as director

77.1	No person shall be eligible for appointment as a director at any general meeting unless:

(i)

he is a director retiring at the meeting;

(ii)

he is a person recommended by the directors for election; or

(iii)

not less than seven nor more than forty-two days before the date appointed for the meeting there shall have been lodged at the Office notice in writing signed by a member (other than the person to be proposed), duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in

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Company Number: 102498

writing signed by the person to be proposed of his willingness to be elected.

78.	Annual retirement of directors

78.1	At the end of each annual general meeting all the directors holding office at the date that notice is sent of that annual general meeting shall retire from office unless elected or re-elected at the meeting.

78.2	The Company at the general meeting at which a director retires under any provision of these Articles may by ordinary resolution re-elect the retiring director or elect in his place some other person eligible for appointment.

78.3	A retiring director shall be deemed to have been re-elected except:

(i)

where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such director is put to the meeting and lost; or

(ii)

where such director has given notice in writing to the Company that he is unwilling to be re-elected.

78.4

The retirement of a director shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring director or a resolution for such director’s re-election is put to the meeting and lost and accordingly a retiring director who is, or is deemed to have been, re-elected will continue in office without a break.

79.	Termination of a director’s appointment

79.1	A person shall cease to be a director, and a member of any committee of the directors, on the occurrence of any of the following events:

(i)

he becomes prohibited by law from acting as a director or ceases to be a director by virtue of any provision of the Companies Acts or of these Articles;

(ii)

he resigns by notice in writing delivered to the Secretary or tendered at a meeting of the directors, or by notice in writing he offers to resign or retire and the directors resolve to accept such offer;

(iii)

he has a bankruptcy order made against him or makes an arrangement or composition with his creditors generally;

(iv)

in the case of any director who holds any executive office at the Company, his appointment to that executive office is terminated or expires and the directors resolve that he should cease to be a director;

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Company Number: 102498

(v)

a registered medical practitioner who has examined the director gives a written opinion to the Company stating that he has become physically or mentally incapable of acting as a director and may remain so for more than a further three months and the directors pass a resolution stating that the director should cease to be a director; or

(vi)

all of the other directors vote in favour of, or approve, a resolution stating that the director should cease to be a director.

80.	Removal of a director by special resolution

80.1

In addition to any power of removal under the Companies Acts, the Company may, by special resolution, remove a director before the expiration of his period of office and, subject to these Articles, may, by ordinary resolution, appoint another person who is willing to act as a director, and is permitted by law to do so, to be a director instead of him.

Directors and directors’ interests

81.	Number of directors

81.1	Subject to Article 94.1, the number of directors shall not be fewer than three nor more than twenty-two.

81.2	The Company may from time to time by ordinary resolution vary the minimum or maximum number of directors.

82.	No qualification shares

82.1	A director shall not be required to hold any shares in the Company by way of qualification.

83.	Directors’ remuneration

83.1

The aggregate maximum remuneration payable to the directors for their services in such capacity shall be determined from time to time by ordinary resolution of the Company. Such amount shall be divided among the directors as they may agree unless the resolution provides otherwise. The amount of remuneration so determined will include remuneration for serving as Chairman and serving on committees of directors but will not include remuneration of directors for performing an executive office of the Company.

84.	Directors’ expenses and pensions

84.1	The Company may pay on behalf of any director, or reimburse him in respect of, all such reasonable expenses incurred by him in connection with:

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Company Number: 102498

(i)

attendance at meetings of the directors or of committees of the directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company; and

(ii)

any activities undertaken in or about the business of the Company or in connection with the attendance of any spouse or partner of his on any occasion where such spouse or partner accompanies a director for the purpose of advancing the business or interests of the Company.

84.2

The directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any director or former director of the Company or to relations or dependants of or persons connected to such director or former director, and for the purpose of providing any such pensions or other benefits to contribute to any scheme or fund or to pay premiums.

85.	Directors’ interests in contracts and other positions

85.1

A director may be in any way, directly or indirectly, interested in any contract, arrangement or transaction with the Company and he may hold and be remunerated in respect of any office, employment or position (other than the office of auditor of the Company or any subsidiary undertaking of the Company) in relation to the Company or any firm or body corporate in which the Company is in any way interested and he (or any firm or body corporate with which he is associated) may act in a professional capacity for the Company or any such firm or body corporate and be remunerated for so acting. In any such case, save as otherwise agreed, such director may retain for his own absolute use and benefit all profits and advantages accruing to him.

85.2

The Company shall have no claim arising from, or in consequence of, a director’s interest in any contract, arrangement or transaction or from any office, employment or position within the scope of this Article 85, and no director shall breach any of his duties to the Company as a result of having that interest and no such contract, arrangement or transaction shall be liable to be avoided on the ground of any such interest or benefit.

86.	Directors’ powers to authorise conflicts of interest

86.1	The directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

(i)

any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company

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Company Number: 102498

and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and

(ii)

a director to accept or continue in any office, employment or position in addition to his office as a director of the Company and without prejudice to the generality of paragraph (i) above may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises,

provided that for this purpose the director in question and any other interested director are not counted in the quorum at any meeting of the directors at which such matter or such office, employment or position is approved and it is agreed to without their voting or would have been agreed to if their votes had not been counted.

86.2

A director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any matter, or from any office, employment or position, which has been approved by the directors pursuant to this Article 86 (subject in any such case to any limits or conditions to which such approval was subject).

86.3	This Article 86 is without prejudice to the operation of Article 85.

87.	Directors’ conflicts and disclosure of information

87.1

If a matter, or office, employment or position, has been authorised by the directors in accordance with Article 86 (subject to such terms and conditions, if any, as the directors may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) or if any matter, or office, employment or position set out in Article 85 applies in relation to a director then:

(i)

the director shall not be required to disclose any confidential information relating to such matter or such office, employment or position to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter or that office, employment or position;

(ii)

the director may absent himself from meetings of the directors at which anything relating to that matter or that office, employment or position will or may be discussed; and

(iii)

the director may make such arrangements as such director thinks fit for papers and information provided to the directors to be received and read by a professional adviser on behalf of that director.

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Company Number: 102498

Meetings and proceedings of directors

88.	Directors’ meetings

88.1	Subject to the provisions of these Articles the directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.

88.2

Subject to Article 88.1, all or any of the directors or members of any committee of directors may participate in a meeting of the directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. Any person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting is then present.

89.	Calling directors’ meetings

89.1	The directors may decide when and where to hold a meeting of the directors and how they will be conducted. A meeting of the directors may be called at any time by a director and the Secretary must arrange for a meeting of the directors to be called if asked to do so by a director.

89.2

Notice of a meeting of directors may be given personally, or by word of mouth or in writing to any address (including an electronic address) given by the director for that purpose. Any director may waive notice of any meeting prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or any of the business conducted at it.

90.	Quorum for directors’ meetings

90.1

The quorum necessary for the transaction of the business of the directors may be fixed from time to time by the directors and unless so fixed at any other number shall be two. A meeting of the directors at which a quorum is present shall be competent to exercise all powers and discretions exercisable by the directors.

91.

Chairman

91.1

The directors may elect the Chairman from their number and decide the period for which he is to hold office. If no Chairman has been appointed, or if at any meeting of the directors no Chairman is present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

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Company Number: 102498

92.	Votes at directors’ meetings

92.1

Matters to be decided at any meeting of the directors shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote (unless he is not entitled to vote on the matter in question, in which case if there is an equality of votes the matter shall be treated as not having been decided).

93.	Votes and directors’ interests

93.1

Save as permitted by Article 93.2, a director shall not vote in respect of any contract or arrangement or any other transaction or proposal whatsoever in which he has any material interest otherwise than by virtue of his interests in shares or debentures or other securities of the Company. A director shall not be counted in the quorum at a meeting in relation to any resolution or matter on which he is debarred from voting.

93.2

Subject to the provisions of the Companies Acts, and subject always to the provisions of Article 86.1, a director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters:

(i)

giving any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiary undertakings;

(ii)

giving any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by giving security;

(iii)

any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which he is or is to be interested as a participant in the underwriting or sub-underwriting of such offer;

(iv)

any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or member or otherwise, provided that he (together with persons connected with him within the meaning of Section 252 of the Companies Act 2006) is not the holder of or beneficially interested in one per cent. or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest of one per cent or more being deemed for the purposes of this Article 93 to be a material interest in all circumstances);

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Company Number: 102498

(v)

any proposal concerning the purchase and/or maintenance of any insurance policy under which he may benefit;

(vi)

any proposal concerning: (i) giving him any indemnity which is on substantially the same terms as indemnities given or to be given to all of the other directors; or (ii) the Company funding his expenditure on defending proceedings or the Company doing anything to enable him to avoid incurring such expenditure where all other directors have been given or are to be given substantially the same arrangements; and

(vii)

any proposal concerning an arrangement for the benefit of the employees and directors or former employees and former directors of the Company or any of its subsidiary undertakings, including but without being limited to a retirement benefits scheme and an employees’ share scheme, which does not accord to any director any privilege or advantage not generally accorded to the employees or former employees to whom the arrangement relates.

93.3

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, such proposals may be divided and considered in relation to each director separately and in such case each of the directors concerned (if not otherwise debarred from voting on such proposals under Article 86.1 or this Article 93) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

93.4

If any question shall arise at any time as to the materiality of a director’s interest or as to the entitlement of any director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting (or if the director concerned is the chairman, to the other directors at the meeting) and his ruling in relation to any other director (or the ruling of the majority of the other directors if the director concerned is the chairman) shall be final and conclusive except in a case where the nature or extent of the interests of such director has not been fairly disclosed by the director concerned to the directors.

93.5	The Company may by ordinary resolution suspend or relax the provisions of this Article 93 to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article 93.

93.6	For the purposes of this Article 93:

(i)

(i) subject to sub-paragraph (iii) below, an interest of a person who is connected with a Director (within the meaning of Section 252 of the Companies Act 2006) shall be treated as an interest of that Director;

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Company Number: 102498

(ii)

a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction or arrangement of the nature and extent so specified, but not otherwise; and

(iii)

an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

94.	Directors acting during vacancies

94.1

The continuing directors may act notwithstanding any vacancies, but if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with Article 81 the continuing directors or director may act for the purpose of filling such vacancies or summoning general meetings, but not for any other purpose. If there are no directors or director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

95.	Written resolutions of directors

95.1

A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the directors and who would be entitled to vote (and whose vote would have been counted) on the resolution at a meeting of the directors shall (if that number is sufficient to constitute a quorum) be as valid and effectual as if it had been passed at a meeting of the directors, duly convened and held. A resolution in writing is adopted when all such directors have signed one or more copies of it or have otherwise indicated their agreement to it in writing.

96.	Validity of acts of directors

96.1

All acts done by any meeting of directors, or of any committee of directors, or by any person acting as a director or as a member of any such committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any of the persons acting as a director or committee member, or that any such persons were disqualified or had ceased to be a director or member of the committee, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote.

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Company Number: 102498

Executive office and delegation by directors

97.	Offices held by directors

97.1

The directors may from time to time appoint one or more of their body to be the holder of any executive office on such terms (including such terms as to remuneration by way of salary, commission or otherwise) and for such period as they may (subject to the provisions of the Companies Acts) decide and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.

97.2

The appointment of any director to an executive office shall not automatically terminate if he ceases for any reason to be a director unless the contract under which he holds that executive office expressly states otherwise in which event such termination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

98.	Delegation to executives

98.1

The directors may entrust to and confer upon any director holding any executive office any of the powers exercisable by them as directors, upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and the directors may from time to time revoke, withdraw, alter or vary all or any of such powers.

99.	Delegation to persons or committees

99.1

The directors may delegate any of their powers or discretions which are conferred on them under these Articles to such person or committee by such means (including by power of attorney), to such an extent in relation to such matters or territories and on such terms and conditions, as they think fit. If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated. The directors may revoke any delegation in whole or part, or alter its terms and conditions. The power to delegate under this Article 99 includes power to delegate the determination of any fee, remuneration or other benefit which may be paid or provided to any director.

99.2

References to a committee of the directors are to a committee established in accordance with this Article 99, whether or not comprised wholly of directors. Any committee so formed under this Article 99 shall in the exercise of the powers so delegated conform to such of these Articles as regulate the proceedings of directors so far as they are capable of applying and so far as the same are not superseded by any rules made by the directors under Article 99.3.

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Company Number: 102498

99.3	The directors may make rules regulating the proceedings of any such committees, which shall prevail over any rules derived from these Articles pursuant to Article 99.2 if, and to the extent that, they are not consistent with them.

100.	Appointment of attorneys

100.1

The directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm, person or fluctuating body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

Powers of directors

101.	General powers of the directors

101.1

The business and affairs of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not required by these Articles or the Companies Acts to be exercised by the Company in general meeting, subject to any provisions of these Articles or of the Companies Acts and to such directions, not being inconsistent with the provisions of these Articles or the Companies Acts, as may be given by special resolution of the Company.

101.2

No alteration of these Articles, or direction made by the Company in accordance with Article 101.1, shall invalidate any prior act of the directors which would have been valid if such alteration had not been made or such direction had not been given.

101.3

The general powers given by this Article 101 shall not be limited or restricted by any special authority or power given to the directors by any other Article.

102.	Borrowing powers

102.1

Subject to the provisions of this Article 102 and to the provisions of the Companies Acts, the directors may exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

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Company Number: 102498

102.2

The directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings incorporated in the United Kingdom so as to secure that the aggregate amount remaining undischarged of all monies borrowed by the Company and/or any of its subsidiary undertakings incorporated in the United Kingdom (exclusive of monies borrowed by the Company from and owing to any such subsidiary undertaking, or borrowed by any such subsidiary undertaking from and owing to the Company or another such subsidiary undertaking) shall not, except with the consent of the Company in general meeting, at any one time exceed two times:

(i)

the amount paid up on the share capital of the Company for the time being issued, plus

(ii)

the aggregate of the sums standing to the credit of the capital and revenue reserves (including share premium account and undistributed profits but excluding amounts set aside for taxation) of the Company and its subsidiary undertakings incorporated in the United Kingdom as appearing in the latest audited accounts of those companies.

102.3

For the purposes of the limits in Article 102.2:

(i)

the issue of debentures shall be deemed to constitute borrowing notwithstanding that the debentures may be issued in whole or in part for a consideration other than cash;

(ii)

monies borrowed for the purpose of repaying or redeeming (with or without premium) in whole or in part any amounts previously borrowed and then outstanding and intended to be applied for such purpose within six months after the borrowing thereof shall not during such period, except to the extent so applied, themselves be taken into account;

(iii)

any amounts borrowed from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the price receivable under such contract which is guaranteed or insured by the Export Credits Guarantee Department or other like institution carrying on a similar business shall be deemed not to be borrowed monies; and

(iv)

borrowed monies expressed in or calculated by reference to a currency other than sterling shall be converted into sterling by reference to the rate of exchange used for the conversion of such currency in the latest audited balance sheet of the relevant company or, if no rate was so used, by reference to the rate of exchange or approximate rate of exchange ruling on such date and determined on such basis as the auditors of the Company may determine or approve.

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Company Number: 102498

102.4

No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the borrowing limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the borrowing limit had been or would thereby be exceeded.

103.	Power to change the Company’s name

103.1

The Company may change its name by resolution of the directors.

104.	Power to make provision for employees on cessation of business

104.1

The directors may sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings (other than a director or former director) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.

105.	Location of head office

105.1

The Directors shall ensure that the head office of the Company remains in England at all times.

106.	Branch registers

106.1

Subject to and to the extent permitted by the Companies Acts, the Company, or the directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

Secretary

107.

Secretary

107.1

The Secretary shall be appointed by the directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as joint secretaries. The directors may also appoint from time to time on such terms as they may think fit one or more deputy secretaries, assistant secretaries and deputy assistant secretaries and the Secretary may delegate any of the powers or discretions

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Company Number: 102498

which are conferred on the Secretary under these Articles to such person or persons by such means (including by power of attorney), to such an extent in relation to such matters or territories and on such terms and conditions, as he thinks fit. A signature or attestation or certification of or on any document by a deputy, assistant or deputy assistant secretary in that capacity shall in favour of any person dealing with the Company on the faith thereof be as effective as if it were the signature or attestation or certification of or on such document by the Secretary.

Reserves

108.

Reserves

108.1

After payment of the dividends upon any preference shares of the Company and of a dividend of 4.2 per cent. upon the Ordinary Shares, there shall be set aside a special reserve fund out of the balance of the profits of each year such sum as the directors may determine, and no part of the monies so set aside nor of the interest on such monies shall without the sanction of a special resolution of the holders of the preference shares be applied otherwise than for the purpose of making up any deficit of cumulative dividend on the preference shares, or in the event of a reduction of capital or a winding up, for the purpose of repaying to the holders of the preference shares the amounts paid up on such shares together with the 10 per cent. referred to in paragraphs (i) and (ii) of Article 6.1 but the same may be used by the directors as part of the working capital of the Company. All monies from time to time standing to the credit of the special reserve fund may be invested in or upon such securities or investments as the directors shall think fit, including the debentures of any company formed or promoted by the Company, or in which the Company holds shares.

108.2

The directors may from time to time set aside out of the profits of the Company and carry to a general reserve any such further sums as they think proper which shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or invested. The directors may divide the general reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the general reserve may have been divided. The directors may also without placing the same to reserve carry forward any profits.

108.3

In carrying sums to reserve and in applying the same the directors shall comply with the provisions of the Companies Acts.

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Company Number: 102498

Dividends

109.	Powers and rights in respect of dividends

109.1

The Company may by ordinary resolution declare dividends but no such dividend shall exceed the amount recommended by the directors.

109.2

The directors may also from time to time declare and pay dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

109.3

Dividends may be declared and paid in any currency or currencies that the directors shall determine, provided that:

(i)

the directors shall announce a sterling equivalent for any dividend declared in another currency and the date of the intended announcement of such sterling equivalent shall be notified by the directors when the dividend is declared;

(ii)

the sterling equivalent for any dividend declared in another currency shall be determined in accordance with Article 111.3; and

(iii)

holders of Ordinary Shares shall be entitled to be paid dividends in sterling.

109.4

When declaring a dividend, the Company or the directors may identify either generally or in relation to any particular group or groups of members the funds from which it is proposed that the dividend will be paid.

109.5

No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Companies Acts.

110.	Payment of fixed dividends

110.1

If and so far as in the opinion of the directors the profits of the Company justify such payments, the directors may declare and pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

111.	Supplementary rules relating to dividends

111.1

Unless and to the extent that the rights attached to any shares, the terms of issue thereof or these Articles otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the

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Company Number: 102498

dividend is paid. For the purposes of this Article 111, no amount paid on a share in advance of calls shall be treated as paid on the share.

111.2

The directors may make provisions to enable a member and/or an Approved Depositary and/or any Appointed Person to receive dividends duly payable in a currency or currencies other than sterling.

111.3

For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the relevant currency equivalent of any sum payable as a dividend shall be determined by the directors by reference to such market rate or rates or the mean of such market rates prevailing at such time or times or on such other date or dates, in each case falling before the time of the relevant announcement of the currency equivalent, as the directors may select.

112.	Acquired profits

112.1

Subject to the provisions of the Companies Acts, where any asset, business or property is bought by the Company as from a past date, the profits and losses thereof as from such date may at the discretion of the directors be carried in whole or in part to revenue account and treated for all purposes as profits or losses of the Company.

112.2

Subject to the provisions of the Companies Acts, if any shares or securities are purchased with the right to dividend or interest, such dividend or interest may at the discretion of the directors be treated as revenue, and it shall not be obligatory to capitalise all or any part of such dividend or interest.

113.	No interest on dividends

113.1

No interest shall be payable by the Company in respect of any dividend or other monies payable on or in respect of a share.

114.	Retention of dividends for unpaid shares

114.1

The directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

114.2

The directors may retain the dividends payable upon shares in respect of which any person is, under the provisions in these Articles as to the transmission of shares, entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

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Company Number: 102498

115.	Waiver of dividends

115.1

The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

116.	Non-cash dividends

116.1

The Company may upon the recommendation of the directors by ordinary resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the directors shall give effect to such resolution.

117.	Payment mechanisms for dividends and other money payable

117.1

Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to a share shall be payable to:

(i)

the member;

(ii)

if the share is held by more than one member, all joint holders;

(iii)

the person or persons becoming entitled to the share by reason of the death or bankruptcy of a holder or otherwise by operation of law; or

(iv)

an Approved Depositary,

and such person shall be referred to as the “recipient” for the purposes of this Article 117 and Article 118.

117.2

Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to a share shall be paid by such method as the directors, may decide and without limiting any other method of payment which the Company may adopt, the directors may decide that payment can be made wholly or partly:

(i)

by inter-bank transfer, in electronic form, by electronic means or by such other means approved by the directors to be paid directly to an account (of a type approved by the directors) nominated (in some manner authorised by the directors) by the recipient (or by any joint recipient in the case of joint holders) or in the case of an Approved Depositary, and subject to the approval of the directors, to be paid to such account or accounts as the Approved Depositary may direct);

(ii)

by cheque or warrant or any other similar financial instrument sent either:

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Company Number: 102498

(a)

to the registered address of the recipient;

(b)

in the case of joint recipients, to any one of such recipients;

(c)

or to such person and such postal address as the recipient (or any joint recipient in the case of joint holders) may in writing direct; or

(d)

in the case of an Approved Depositary, and subject to the approval of the directors, to such persons and postal addresses as the Approved Depositary may direct; and

(iii)

in respect of any share which is an uncertificated share in such manner as the directors may decide is sufficient, by means of the relevant system concerned (subject always to the facilities and requirements of that relevant system), including the sending by the Company or by any person on its behalf of an instruction to the Operator of the system to credit the account of the recipient (or any joint recipient in the case of joint holders) provided that every such payment to be made by means of that relevant system shall be made in such manner as may be consistent with the facilities and requirements of the system.

117.3

In respect of the payment of any dividend or other money payable in cash (whether in sterling or foreign currency) relating to a share, the directors may decide, and notify recipients, that:

(i)

one or more methods of payment will be used and a recipient (or any joint recipient in the case of joint holders) may elect to receive the payment by one of the means so notified in the manner prescribed by the directors;

(ii)

one or more methods of payment will be used unless a recipient (or any joint recipient in the case of joint holders) elects otherwise in the manner prescribed by the directors; or

(iii)

one or more methods of payment will be used and that recipients will not be able to elect otherwise.

117.4

The directors may for this purpose decide that different methods of payment may apply to different recipients or groups of recipients (such as an Approved Depositary or overseas members).

117.5

Payment made in any way whatsoever is made at the risk of recipient. The Company will not be responsible for a payment which is lost or delayed. The Company is treated as having made a payment, and such payment shall constitute a good discharge to the Company, if a payment using electronic means or other means approved by the directors is made in accordance with instructions given by the Company, or if the cheque or warrant or other similar financial instrument in question is paid by the banker or other person upon whom it is drawn.

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Company Number: 102498

117.6

If the directors decide that a payment or payments will be made by cheque or warrant or any other similar financial instrument pursuant to this Article 117, then every such cheque, warrant or instrument shall be made payable to, or to the order of, the recipient to whom it is sent, or to such person as the recipient may direct. If any such cheque, warrant or instrument has or shall be alleged to have been lost, stolen or destroyed, the directors may, on request of the recipient or person entitled to such cheque, warrant or instrument, issue a replacement subject to compliance with such conditions as to evidence and indemnity and the payment of such administrative expenses of the Company in connection with the request as the directors may think fit.

117.7

Where an Approved Depositary has elected or agreed pursuant to provision made under these Articles to receive dividends in a foreign currency, the directors may approve the entering into of arrangements with such Approved Depositary to enable payment of the dividend to be made to such Approved Depositary in such foreign currency for value on the date on which the relevant dividend is paid, or such later date as the directors may decide.

118.	Right to cease sending payment and unclaimed payments

118.1

If:

(i)

on three consecutive occasions a cheque or warrant or any other similar financial instrument, or other method of payment, in payment of dividends or other monies payable on or in respect of any share have been sent in accordance with the provisions of Article 117 but have been returned undelivered or left uncashed, or the other method of payment has failed; or

(ii)

a recipient does not specify an address, or does not specify an account of a type prescribed by the directors, or other details necessary in order to make a payment of a dividend or other monies payable on or in respect of any share by the means by which the directors have decided in accordance with Article 117 that a payment is to be made, or by which the recipient has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election,

the Company need not thereafter despatch further cheques or warrants or instruments, or use any other method of payment, in payment of dividends or other monies payable on or in respect of the share in question until the recipient or other person entitled shall have communicated with the Company and supplied in writing to the Registrar’s Office a postal address or account details to enable the relevant method of payment (prescribed by the directors in accordance with Article 117) to be used.

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Company Number: 102498

118.2

If a payment made or attempted pursuant to Article 117 is unsuccessful or if the relevant method of payment (prescribed by the directors in accordance with Article 117) cannot be used, due to any of the circumstances referred to in paragraph (ii) of Article 118.1, the Company may transfer the amount then due from it into an account of the Company. Any amount so transferred is to be treated as having been duly paid to its originally intended recipient or recipients at the time it is credited to the account in question of the Company. The Company shall then hold such amount in that account until the first to occur of the following:

(i)

the amount in question is claimed by the person or persons duly entitled to it, upon which the Company shall pay the amount to that person or persons;

(ii)

valid account details to enable the relevant method of payment (prescribed by the directors in accordance with Article 117) to be used are duly nominated for receipt of the amount in question, upon which nomination the Company shall pay that amount into the nominated account;

(iii)

ten years have passed since the Company paid the amount into its own account as permitted by this Article 118.2, at which time the amount in question shall be forfeited, the Company shall be freed from any obligation to pay the amount and the Company shall not be obliged to account to, or be liable in any respect to, the recipient or person who would have been entitled to the amount; and

(iv)

pursuant to the authority in Article 40, the Company sells the share to which the amount in question relates and twelve months have passed following the sale of the share without any valid claim being made for the proceeds of sale, at which time the amount in question held prior to that sale (that is any dividends and moneys payable on or in respect of the share which have arisen prior to such sale and are being held pursuant to this Article 118.2) shall be forfeited, the Company shall be freed from any obligation to pay the amount and the Company shall not be obliged to account to, or be liable in any respect to, the recipient or person who would have been entitled to the amount.

118.3

The Company shall not be a trustee of any monies held by it pursuant to Article 118.2, and no interest shall accrue on any such monies.

119.	Payment of dividends to joint holder

119.1

If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.

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Company Number: 102498

120.	Dividend re-investment plan and scrip dividend programme

120.1

The directors may, with the prior sanction of an ordinary resolution of the Company and in accordance with the terms and conditions of such resolution but otherwise as the directors may decide from time to time, offer, implement and maintain one or more share dividend or distribution reinvestment plan or scrip dividend programme for the benefit of the holders of Ordinary Shares of the Company whereby such holders may be given one or more of the following options:

(i)

instead of taking the net cash amount due to them in respect of any dividend (or any part of such dividend) declared or payable on all or any Ordinary Shares held by them either to invest such cash in subscribing for Ordinary Shares in the capital of the Company payable in full or by instalments or in paying up in full or by instalments any unpaid or partly paid Ordinary Shares held by them on the terms of any such plan or programme;

(ii)

instead of taking the net cash amount due to them in respect of any dividend (or any part of such dividend) declared or payable on all or any Ordinary Shares held by them to elect to receive new Ordinary Shares in the capital of the Company credited as fully paid on the terms and conditions of any such plan or programme;

(iii)

to forego their entitlement to any dividend (or any part of such dividend) declared or payable on all or any Ordinary Shares held by them and to take instead fully paid bonus Ordinary Shares on the terms and conditions of any such plan or programme; or

(iv)

any other option in respect of any dividend (or any part of such dividend) on all or any Ordinary Shares held by them as the directors shall decide.

120.2

Where, in the case of any such plan or programme, holders of Ordinary Shares are not entitled to payment of a cash dividend (otherwise than in respect of fractional entitlements), the plan or programme may provide for them to receive allotments of Ordinary Shares credited as fully paid having a value of more than the net cash amount which would otherwise be due to them in respect of the relevant dividend but not exceeding a value equivalent to the sum of the net cash amount of the dividend together with any associated tax credit.

120.3

In the case of any such a plan or program which is a scrip dividend programme, the directors may offer any holders of Ordinary Shares the right to elect to receive an allotment of new Ordinary Shares (“Scrip Shares”) credited as fully paid in lieu of the whole (or some part to be decided by the directors) of a dividend. The entitlement of each holder of Ordinary Shares to Scrip Shares shall be determined by the directors and shall be such whole number of Ordinary Shares as have equal value to, or as near as possible to (but not greater than), the cash amount

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Company Number: 102498

(disregarding any associated tax credit) of the dividend that such holder would have received by way of dividend in the currency in which such dividend was declared. In determining the number of Scrip Shares, the value of an Ordinary Share shall be calculated either: (i) by reference to the average of the US dollar equivalent of the closing mid-price quotations of an Ordinary Share on each of the first five dealing days on which the Ordinary Shares are quoted as being “ex” the relevant dividend, as such price is derived from the Daily Official List of the London Stock Exchange; or (ii) in such manner as the directors may determine on such basis as they consider to be fair and reasonable. The cash amount of the relevant dividend in a particular currency shall be converted into the equivalent amount in another currency if and in such manner as the directors shall so determine. A certificate or report by the auditor of the Company as to the calculation of the relevant value in respect of any dividend shall be conclusive evidence of that amount.

120.4

An ordinary resolution to give the directors authority under this Article 120 may give authority in relation to particular dividends or may extend to all dividends declared or paid in the period specified in the resolution, which may not be longer than the period to (and including) the date of the annual general meeting of the Company held in the third year that commences after the date of the resolution, provided that the directors shall be entitled to make offers or agreements for the allotment of Ordinary Shares before the expiry of the authority granted by the resolution which would or might require Ordinary Shares to be allotted after such expiry and the directors shall be entitled to allot Ordinary Shares pursuant to any such offer or agreement as if such authority had not expired.

120.5

If a holder of Ordinary Shares has elected to receive Scrip Shares in place of a dividend, that dividend (or that part of the dividend in respect of which a right of election has been given) shall not be payable on Ordinary Shares in respect of which the share election has been duly exercised and has not been revoked (the “Elected Ordinary Shares”). In place of such dividend, the following provisions shall apply:

(i)

such number of Scrip Shares as are calculated in accordance with Article 120.3 shall be allotted to the holders of the Elected Ordinary Shares;

(ii)

unless the CREST Regulations require otherwise, if the Elected Ordinary Shares are in uncertificated form on the record date then the Scrip Shares shall be issued as uncertificated shares;

(iii)

if the Elected Ordinary Shares are in certificated form on the record date then the Scrip Shares shall be issued as certificated shares; and

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Company Number: 102498

(iv)

the Scrip Shares allotted shall rank equally in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend.

120.6

The directors may at any time suspend or terminate or modify any such plan or programme which is in operation (including after making an offer or agreement for the allotment of Ordinary Shares pursuant to the plan or programme).

120.7

For the purposes of any such plan or programme the directors may capitalise out of such of the sums standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or any other undistributable reserve) or any of the profits available for distribution under the provisions of the Companies Acts and which could otherwise have been applied in paying dividends in cash as the directors may determine, a sum equal to the aggregate nominal amount of any Ordinary Shares to be allotted under any such plan or programme and shall apply the same in paying up in full the appropriate number of Ordinary Shares for allotment and distribution credited as fully paid up to and amongst the holders of Ordinary Shares entitled to the same. A decision of the directors to capitalise any part of such reserve account or profits shall have the same effect as if such capitalisation had been declared by ordinary resolution of the Company in accordance with Article 121.1 and the directors may, in relation to any such capitalisation, exercise all of the powers conferred on them by Article 121.1 without an ordinary resolution under Article 121.1. The directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation and may authorise any person on behalf of all the holders of Ordinary Shares entitled to the same to enter into an agreement with the Company providing for any such capitalisation and incidental matters and any agreement made under such authority shall be effective and binding on all concerned.

120.8

No fraction of any share shall be allotted in relation to any such plan or programme. The directors may make such provisions as they think fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit of such fractional entitlements accrues to the Company (which may retain the proceeds and/or distribute them to such good cause(s) as the directors may decide) and/or under which fractional entitlements are accrued and/or retained on behalf of any member.

120.9

The directors may decide the terms and conditions of any such plan or programme and shall notify or make available to the holders of Ordinary Shares those terms and shall provide or make available to them forms of election so that they may exercise the rights granted.

120.10

Without prejudice to Article 120.9, the directors may determine in relation to any such plan or programme:

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Company Number: 102498

(i)

how any costs relating to that plan or programme will be met, including by deducting a relevant proportion of such costs from the entitlement of each electing member;

(ii)

to set a minimum number of Ordinary Shares that must be held by a member in order to participate in the plan or programme;

(iii)

that the plan or programme shall not be made available to members resident within or beyond specified territories or jurisdictions, or in respect of Ordinary Shares held by an Approved Depositary, or in respect of Ordinary Shares the dividends on which are payable or liable to be payable in a currency other than US dollars or sterling pursuant to provision made under these Articles; and

(iv)

to make any other arrangements which they decide are necessary or convenient to deal with any of legal or practical problems relating to the laws of any territory or the requirements of any recognised regulatory body or stock exchange in any territory or where special formalities would otherwise apply in connection with the plan or programme.

120.11

The power conferred under this Article 120 and by any authority given by ordinary resolution of the Company shall not be exercised unless:

(i)

the Company and the directors shall have all (if any) other necessary powers and authorities to issue sufficient Ordinary Shares; and

(ii)

if any shares are to be allotted other than for cash, the Company shall then have sufficient profits available for distribution or reserves standing to the credit of an appropriate account to give effect to the terms of any such plan.

120.12

In relation to any particular proposed dividend, the directors may decide, and shall so decide if the Company has insufficient reserves or otherwise does not have the necessary authorities or approvals to issue new Ordinary Shares:

(i)

that holders of Ordinary Shares shall not be entitled to make any election to receive shares in place of a cash dividend and that any election previously made shall not extend to such dividend; or

(ii)

at any time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu of that dividend, that all elections to take shares shall be treated as not applying to that dividend,

and if so, the dividend shall be paid in cash as if no elections had been made in respect of it.

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Company Number: 102498

Capitalisation of profits and reserves

121.	Capitalisation of profits and reserves

121.1

The directors may, with the sanction of an ordinary resolution of the Company, capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account that is not required for the payment of preferential dividend by appropriating such sum to the members who would have been entitled to it if it were distributed by way of dividend on the Ordinary Shares and in the same proportions and applying such sum on their behalf in paying up in full Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the same proportions. The directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the directors to make such provisions as they think fit for any fractional entitlements which would arise (including provisions as to the date or dates by reference to which the entitlement of such members is to be determined and provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and incidental matters and any agreement made under such authority shall be effective and binding on all concerned.

Record date

122.	Record date

122.1

Notwithstanding any other provision of these Articles, but subject always to the Companies Acts and the Uncertificated Securities Regulations 2001, the Company or the directors may specify any date ("record date") as the date at the close of business (or such other time as the directors may decide) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid or made or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities.

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Company Number: 102498

122.2

Subject to the provisions of these Articles, every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been given to the person from whom he derives his title.

Authentication of documents

123.	Authentication of documents

123.1

Any director or the Secretary or any person appointed by the directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies of or extracts from them as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager or other officer of the Company having the custody of them shall be deemed to be a person appointed by the directors for such authentication purposes (except as otherwise determined by the directors). A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the directors or any committee which is certified as set out in this Article 123.1 shall be conclusive evidence in favour of all persons dealing with the Company upon the faith of such resolution or extract that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

Company seals

124.	General provisions about seals

124.1

The directors shall provide for the safe custody of the Seal and any Securities Seal, and neither shall be used without the authority of the directors or of a committee authorised by the directors in that behalf.

124.2

Affixing any seal of the Company (including the Seal, any Securities Seal and any other seal) to an instrument shall include:

(i)

impressing that seal by mechanical means, or printing that seal or a facsimile of it, on the instrument; and

(ii)

applying that seal or a facsimile of it by any other means to the instrument.

124.3

Every instrument to which the Seal is affixed shall be signed autographically by one authorised person and a witness, by one director and the Secretary or by two directors, save that as regards any certificates for shares, debentures or other securities of the Company, the directors may determine that such signatures, or

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Company Number: 102498

either of them, shall be dispensed with or affixed by some method or system of mechanical or electronic signature. For the purpose of this Article 124.3 an authorised person is any director, the Secretary, or any person authorised by the directors for the purpose of signing instruments to which the Seal is affixed.

124.4

The Securities Seal shall only be used for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Securities Seal shall not require to be signed.

124.5

Where the Companies Acts so permit, any instrument:

(i)

signed by one director in the presence of a witness who attests the director’s signature, by one director and the Secretary or by two directors; and

(ii)

expressed to be executed by the Company,

shall have the same effect as if executed under the Seal.

Inspection and retention of records

125.	Inspection of records

125.1

A member (other than a director) shall not have any right to inspect any of the Company’s accounting records or books or documents except to the extent such right is conferred on that member by law, ordered by a court of competent jurisdiction or authorised by the directors or by ordinary resolution of the Company.

126.	Retention of records

126.1

The Company shall be entitled to destroy:

(i)

all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the register, including any notification of change of address, at any time after the expiration of six years from the date of registration or entry;

(ii)

all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address at any time after the expiration of two years from the date of recording the matters in such document;

(iii)

all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation;

(iv)

all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment; and

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Company Number: 102498

(v)

all proxy appointments at any time after the expiration of one year from the end of the meeting to which the appointment relates (or, if later, one year from the closing of the poll at which they were used).

126.2

Any document referred to in Article 126.1 may be destroyed earlier than the relevant date authorised by Article 126.1, provided that a copy of the document in any form (including electronic form) has been made which is not destroyed before that date.

126.3

It shall conclusively be presumed in favour of the Company that:

(i)

every entry in the register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with this Article 126 was duly and properly made;

(ii)

every instrument of transfer destroyed in accordance with this Article 126 was a valid and effective instrument duly and properly registered;

(iii)

every share certificate destroyed in accordance with this Article 126 was a valid and effective certificate duly and properly cancelled; and

(iv)

every other document destroyed in accordance with this Article 126 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company,

but:

(i)

the provisions of this Article 126 apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties) to which the document might be relevant; and

(ii)

nothing in this Article 126 shall be construed as imposing on the Company any liability in respect of the destruction of any document earlier than the time specified in Article 126.1 (subject always to Article 126.2) or in any other circumstances which would not attach to the Company in the absence of this Article 126.

126.4

Any reference in this Article 126 to any document includes a reference to any information held in electronic form and any reference to the destruction of any document includes a reference to its disposal or deletion in any manner.

Method of serving notices

127.	Method of service of notices and documents

127.1

Any notice or document (including a share certificate) may be served on or delivered in hard copy to any member by the Company either:

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Company Number: 102498

(i)

by delivering it or sending it through the post in a prepaid cover (in such form as any director or the Secretary may decide) addressed to such member at his registered address, or (if he has no registered address within the United Kingdom) to the postal address, if any, within the United Kingdom supplied by him to the Company as his address for the service of notices (in the case of a member registered on a branch register any such notice or document may be posted either in the United Kingdom or in the territory in which such branch register is maintained); or

(ii)

by hand, that is by any person (including a courier or process server) handing it to the member or leaving it at the member’s registered address or postal address referred to in paragraph (i) above.

127.2

The Company is generally and unconditionally authorised to use electronic communications with its members and in particular to send or supply documents or information to its members by making them available on a website (and references in this Article 127.2 to documents includes a reference to information). Accordingly, the Company may, subject to the provisions of the Companies Acts, give or send to any members any notice or other document (excluding a share certificate) by electronic communication where:

(i)

the Company and that member have agreed to the use of electronic communication for sending copies of documents to the member and:

(a)

the documents are documents to which the agreement applies; and

(b)

copies of the documents are sent using electronic communication to such address (or to one of such addresses if more than one) as may be notified by the member to the Company for that purpose; or

(ii)

the Company and that member have agreed to that member having access to documents on a website (instead of the documents being sent to him) and:

(a)

the documents are documents to which the agreement applies;

(b)

the text and images in the documents can be (as appropriate) read or seen using the naked eye; and

(c)

the member is notified in a manner agreed for the purpose between the member and the Company of:

(1)

the presence of the documents on a website;

(2)

the address of that website; and

(3)

the place on that website where the documents may be accessed and how they may be accessed; and

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Company Number: 102498

(iii)

the documents are published on that website throughout the period specified in any applicable provision of the Companies Acts or, if there is no such period specified, for a period of not less than twenty-eight days from the date of notification, provided that, if the documents are published on that website for a part but not all of such period, the documents will be treated as published throughout that period if the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

127.3

A member of the Company which is itself a company shall be deemed to have agreed that the Company may send a notice or other document or information in accordance with Article 127.2 if that member is deemed by a provision in the Companies Acts to have agreed that the notice or document or information may be so sent.

128.	Notices by advertisement

128.1

Any notice or document, not being a notice of a general meeting or a notice or document required to be sent or supplied in a particular way under the Companies Acts, shall be sufficiently given, sent or supplied to a member by the Company if it is advertised by such means as the directors may determine, which may, without limitation, include by public announcement by the Company or by advertisement in at least one national newspaper published in the United Kingdom.

Time for receipt of notices and documents

129.	Time for receipt of notices and documents

129.1

Any notice or document sent or supplied to any member by the Company:

(i)

if sent by post, shall be deemed to have been received at the expiration of twenty-four hours (or if first class post was not used at the expiration of forty-eight hours) after the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted;

(ii)

if sent by hand, shall be deemed to have been received on the day it was handed to the member or left at the member’s registered address or postal address; and

(iii)

if sent by electronic communications, shall be deemed to have been received at the expiration of two hours from the time it was sent to an address supplied by the member or of notification to the member of its publication on a website;

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Company Number: 102498

(iv)

if advertised in accordance with Article 128.1 shall be deemed to have been received on the day on which it is so advertised.

Provisions relating to service of notices

130.	Notices to joint holders

130.1

Any notice given to that one of the joint holders of a share whose name stands first in the register of members in respect of the share shall be sufficient notice to all the joint holders in their capacity as such. For such purpose a joint holder having no registered address in the United Kingdom and not having supplied a postal address within the United Kingdom for the service of notices shall be disregarded.

130.2

Save where prohibited by law, in any case where (but for this Article 130.2) the agreement or consent of all the joint holders of a share is required for notice to be served, or documents or information to be sent, in a particular manner, then the agreement or consent of that one of the joint holders of the share whose name stands first in the register of members in respect of the share shall be sufficient agreement or consent for the purpose in question.

131.	Notice of meeting when post not available

131.1

Where, by reason of any suspension or curtailment of postal services, the Company is unable effectively to give notice of a general meeting, or meeting of the holders of any class of shares, the directors may decide that the only persons to whom notice of the affected general meeting must be sent are the directors, the Company’s auditors, those members to whom notice to convene the general meeting can validly be sent by electronic means and those members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also:

(i)

advertise the general meeting in at least two national newspapers published in the United Kingdom; and

(ii)

if at least seven clear days before the meeting the posting of notices again becomes practicable, send or supply a confirmatory copy of the notice by post or by hand to members who were not sent the notice but would (but for this Article 131.1) have been entitled to be sent it.

132.	Deemed receipt of notice of meeting

132.1

A member present either in person or by proxy at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and of the purposes for which it was called.

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Company Number: 102498

133.	Notices to successors of holders

133.1

A person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall, upon supplying to the Company such evidence as the directors may reasonably require to show his title to the share and a postal address within the United Kingdom for the service and delivery of notices and documents, or an address for service by electronic communications, be entitled to have served upon or delivered to him at any address given by him any notice or document to which the member would but for his death or bankruptcy (or otherwise by operation of law) have been entitled. Any such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested in the share.

133.2

Subject to Article 133.1, any notice or document delivered or sent to a member in accordance with these Articles shall, notwithstanding that such member is then dead or bankrupt or in liquidation (or otherwise not entitled to the share by operation of law), and whether or not the Company has notice of his death or bankruptcy or liquidation (or other entitlement to the share by operation of law), be deemed to have been duly served or delivered.

134.	Loss of entitlement to notices

134.1

A member who has no registered address within the United Kingdom and has not supplied to the Company a postal address within the United Kingdom for the service of notices, or an address for the service of notices by electronic communication, shall not be entitled to receive notices from the Company.

134.2

If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not be entitled to receive notices from the Company until he has communicated with the Company and supplied in writing to the Registrar’s Office a new registered address or a postal address within the United Kingdom for the service of notices, or has informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communication. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communication shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which it was sent.

Winding-up

135.	Petitioning for winding-up

135.1

The directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.

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Company Number: 102498

136.	Powers of liquidator

136.1

If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the Court) the liquidator may, with the authority of a special resolution:

(i)

divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may decide how such division shall be carried out as between the members or different classes of members; and

(ii)

vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator shall think fit,

and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

Indemnity for directors and officers

137.	Indemnity for directors and officers

137.1

Subject to the provisions of and so far as may be consistent with the Companies Acts, every current or former director, 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.

Approved Depositaries

138.	Appointment of an Approved Depositary

138.1

The directors may appoint as an approved depositary (“Approved Depositary”) any person:

(i)

who is a member holding Ordinary Shares; or

(ii)

on whose behalf Ordinary Shares are held by a nominee,

and the appointment of an Approved Depositary already effected prior to the adoption of these Articles shall remain in force on the terms and conditions as approved by the directors.

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Company Number: 102498

139.	An Approved Depositary’s Nominee

139.1

An Approved Depositary’s “Nominee” shall mean any member who holds Ordinary Shares as the Approved Depositary’s nominee.

140.	Manner of appointing an Approved Depositary

140.1

The appointment of an Approved Depositary shall be in writing and may be in relation to all or any specified number of such person’s Overall Holding and be on such terms and conditions as the directors may approve.

141.	Overall holding in relation to an Approved Depositary

141.1

The expression “Overall Holding” in relation to an Approved Depositary means the aggregate of the Ordinary Shares which shall for the time being be registered in the name of the Approved Depositary or its Nominee.

142.	The Approved Depositary Register

142.1

An Approved Depositary shall maintain a register or system(s) (“Approved Depositary Register”) in which shall be recorded the number of Ordinary Shares in relation to which the Approved Depositary has been appointed (“Specified Shares”).

142.2

An Approved Depositary or its Nominee may appoint such person as it thinks fit as its proxy (including appointment by electronic communication) in relation to Specified Shares by entering the name of each such person (“Appointed Person”) in the Approved Depositary Register together with such details as the directors shall require.

142.3

Upon the entry of an Appointed Person’s name in the Approved Depositary Register the Approved Depositary or its Nominee shall be deemed to have appointed such person as its proxy and otherwise conferred on him the rights set out under Article 144.

142.4

The Approved Depositary Register shall:

(i)

in the case of each Appointed Person specify the number (the “Appointed Number”) of Specified Shares in respect of which the appointment of the Appointed Person as a proxy has been made; and

(ii)

be open to inspection by any person authorised by the Company or the Approved Depositary during usual business hours.

142.5

The Approved Depositary shall furnish to the Company or its agents upon demand all such information contained in the Approved Depositary Register, or any part of it as may be requested.

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Company Number: 102498

143.	Restrictions on an Approved Depositary

143.1

In relation to an Approved Depositary:

(i)

the aggregate of Appointed Numbers of Appointed Persons recorded in the Approved Depositary Register shall not exceed the aggregate number of Specified Shares so recorded; and

(ii)

the aggregate number of Specified Shares recorded in the Approved Depositary Register shall not exceed the Approved Depositary’s Overall Holding.

144.	Rights of Appointed Persons

144.1

Subject to the Companies Acts and subject to the provisions of these Articles an Appointed Person:

(i)

shall upon production to the Company at any general meeting of written evidence of his status as an Appointed Person (which shall be in such form as the Company and the Approved Depositary shall determine from time to time) be entitled in relation to that meeting to the same rights, and subject to the same restrictions, in relation to his Appointed Number of Specified Shares as though he had been validly appointed as a proxy in relation to such Specified Shares by his Approved Depositary or his Approved Depositary’s Nominee in accordance with Articles 67 – 72 (inclusive); and

(ii)

shall himself be entitled to appoint any other person as proxy in relation to his Appointed Number of Specified Shares (or some lesser number of them) using any of the means by which a proxy may be appointed under or pursuant to Articles 67 – 72 (inclusive) and so that the provisions of these Articles relating to the appointment by a member of a person to act as proxy, and to the revocation of such an appointment, and relating to the rights and duties of the person so appointed, shall apply equally in relation to the appointment of a person as the proxy of an Appointed Person in relation to his Appointed Number of Specified Shares, as though the Appointed Person was the registered holder of Ordinary Shares of the Appointed Number and he had appointed his proxy under or pursuant to the provisions of Articles 67 – 72 (inclusive).

144.2

Subject to such terms and conditions as may have been agreed between the Company and the Approved Depositary and to such terms and conditions as govern the relationship between the Approved Depositary and its Appointed Persons, the Approved Depositary or its Nominee shall, on the request of an Appointed Person, exercise in relation to the Appointed Person’s Appointed Number of Specified Shares such other rights in relation to general meetings of

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Company Number: 102498

the Company as may be conferred upon a member of the Company by the Companies Acts and these Articles.

145.	Reserved rights of an Approved Depositary

145.1

For the avoidance of doubt and subject to Article 149.1 an Approved Depositary or its Nominee shall as between the Approved Depositary or its Nominee on the one hand and the Company on the other be entitled in relation to any general meeting to exercise all the voting rights in relation to all or any of the shares comprised in that Approved Depositary’s Overall Holding, and in particular may exercise the right to vote in person (or by corporate representative) notwithstanding the appointment by that Approved Depositary or its Nominee of any Appointed Person(s), the rights conferred by such appointment, or the exercise of such rights.

146.	Service of notices and documents on Appointed Persons

146.1

The Company may, if requested by any Approved Depositary, send to each Appointed Person entered in the Approved Depositary Register all notices and other documents which are sent to the holders of Ordinary Shares. Any such notices and documents shall be sent to the postal address of the Appointed Person in question as it appears in the Approved Depositary Register, save that if he shall have an address for electronic communication recorded in the Approved Depositary Register, they may be sent by electronic communication to that address.

147.	Payments to Appointed Persons

147.1

The Company may if requested by an Approved Depositary pay to an Appointed Person at his postal address as shown in the Approved Depositary Register or by electronic funds transmission to an account notified by the Approved Person all dividends payable on the Ordinary Shares in respect of which he has been appointed as an Appointed Person, and payment of any such dividend shall be a good discharge to the Company of its obligation to make payment of the dividend in question in respect of the Ordinary Shares concerned.

148.	Record dates in relation to Appointed Persons

148.1

For the purposes of determining which persons are entitled as Appointed Persons:

(i)

to exercise the rights conferred by Article 144;

(ii)

to receive documents sent pursuant to Article 146.1; and

(iii)

to be paid dividends paid pursuant to Article 147.1,

BP p.l.c.

Company Number: 102498

and each such person’s Appointed Number of Specified Shares the Approved Depositary may determine that the Appointed Persons so entitled shall be the persons entered as such in the Approved Depositary Register at the close of business on any date specified for the particular purpose and determined by agreement between the Approved Depositary and the Company (the “Approved Depositary Record Date”).

148.2

When the Approved Depositary Record Date is determined for a particular purpose then, subject to Article 149.1:

(i)

each Appointed Person’s Appointed Number of Specified Shares shall be the number appearing against his name in the Approved Depositary Register as at the close of business on the Approved Depositary Record Date; and

(ii)

changes to entries in the Approved Depositary Register after the close of business on the Approved Depositary Record Date shall be disregarded in determining the entitlement of any person for the particular purpose specified in setting the Approved Depositary Record Date.

149.	Adjustments to votes of an Approved Depositary

149.1

If it appears:

(i)

in relation to a particular resolution at a particular meeting; and

(ii)

in relation to a particular Approved Depositary,

that the aggregate number of votes cast by or on behalf of the Approved Depositary would without an adjustment exceed that Approved Depositary’s Overall Holding at the time specified under Article 47.5 for establishing the entitlement of members of the Company to attend or vote at the meeting then such adjustments shall be made to the aggregate number of votes cast for or against the resolution so that the total number of votes cast by or on behalf of the Approved Depositary does not exceed that Approved Depositary’s Overall Holding and the following provisions for making that adjustment shall apply:

(a)

such adjustments (which may be adjustments to nil) may be adjustments of all votes which would otherwise be cast by or on behalf of the Approved Depositary or of some of them only and then in the latter event such adjustments may vary as between some votes and others;

(b)

if it is willing and able to do so within such time as the chairman of the meeting may prescribe, such adjustments shall be made by the Approved Depositary;

(c)

in any other case such adjustments shall be made by the chairman of the meeting on a pro rata basis or in such other manner as may have been

BP p.l.c.

Company Number: 102498

prescribed by rules or procedures made or established by the directors for the purposes of Article 72 or this paragraph (c); and

(d)

any adjustments made in good faith in accordance with this Article 149.1 shall be final and conclusive and binding on all persons interested,

and for the avoidance of doubt votes cast by or on behalf of the Approved Depositary shall include votes cast by its Nominee, or by any Appointed Person appointed by that Depositary or its Nominee, or by any proxy of such an Appointed Person.

150.	Appointed Persons and no recognition of trusts

150.1

Except as required by law, no Appointed Person shall be recognised by the Company as holding any interest in shares upon any trust and, subject to the recognition of the rights conferred in relation to general meetings by appointments made by Appointed Persons pursuant to paragraph (ii) of Article 144.1, the Company shall be entitled to treat any person entered in the Approved Depositary Register as an Appointed Person as the only person (other than the Approved Depositary or its Nominee) who has any interest in the Specified Shares in respect of which the Appointed Person has been appointed.

151.	Determination of questions relating to an Appointed Person’s rights

151.1

Subject and without prejudice to the provisions of Article 149.1, if in any circumstances other than those provided for in Article 149.1 any question shall arise as to whether an Appointed Person or a proxy for an Appointed Person has been validly appointed to vote (or exercise any other right) in respect of any Specified Shares or as to the Appointed Number of Specified Shares in respect of which he is entitled to do so, then:

(i)

if such question arises at or in relation to a general meeting it shall be determined by the chairman of the meeting or in such other manner as may have been prescribed by rules or procedures made or established by the directors under Article 72; and

(ii)

if it arises in any other circumstances it shall be determined by the directors,

and any such determination if made in good faith shall be final and conclusive and binding on all persons interested.

Exhibit 4.4

BP plc

RULES OF THE BP P.L.C. SHARE VALUE PLAN



Directors’ Adoption:		24^1h February 2012

Shareholder approval of Share Award Plan:		16 April 2015

Expiry:		15 April 2025

Table of Contents


Contents		Page

1	Granting Restricted Share Units		1

2	Before Transfer		4

3	Vesting of Restricted Share Units		5

4	What happens when Restricted Share Units Vest		5

5	Cessation of employment/ personal events		7

6	Vesting in other circumstances—corporate events		8

7	Malus and Clawback		10

8	Changing the Plan and termination		11

9	General		12

10	Definitions		15

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.

The Plan has been designated a Sub-Plan of the Share Award Plan in relation to all Awards, whether granted before or after the Plan became a Sub-Plan.

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

1.3.1

the day after the announcement of the Company’s results for any period;

1.3.2

the date of the Company’s annual general meeting;

1.3.3

any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Restricted Share Units;

1.3.4

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

1.3.5

if the granting of Restricted Share Units during any period specified above is prevented by any Dealing Restrictions, the date on which it is no longer prevented.

No Restricted Share Units may be granted after 15 April 2025 or such earlier date as the Directors may specify.

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

subject to rules 1.10 and 1.11, 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.

1.5

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 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 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

Individual limit

Restricted Share Units must not be granted to a person if it would, at the proposed Grant Date, cause the market value (as at the relevant date of grant) of Shares subject to Restricted Share Units and awards or options granted under any other Sub-Plans that they have been granted in respect of that financial year to exceed 550% of their basic salary.

The following will be excluded from this limit:

1.10.1

Shares which may be acquired under any Dividend Equivalent or comparable facility under another Sub-Plan;

1.10.2

Restricted Share Units or options or awards granted under another Sub-Plan to a Participant which the Designated Corporate Officer (for the purposes of the Share Award Plan) considers were granted to the Participant:

(i)

in lieu of any bonus which the Participant might otherwise have been paid in cash; or

(ii)

to compensate for awards forfeited by the Participant on recruitment.

1.10.3

For the purposes of this rule 1.10, a person’s ‘basic salary’ is their annual rate of gross salary from all Members of the Group, not including bonus or other variable remuneration and ‘market value’ will be as determined by the Designated Corporate Officer for the purposes of the Share Award Plan.

1.10.4

If the Grantor tries to grant Restricted Share Units which are inconsistent with this rule 1.10, they will be limited and will take effect from the Grant Date on a basis consistent with this rule.

1.11

Limits on issue of new Shares

1.11.1

Restricted Share Units must not be granted on any day if the number of Shares committed to be issued under them exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Restricted Share Units, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years.

1.11.2

Restricted Share Units must not be granted on any day if the number of Shares committed to be issued under them exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Restricted Share Units, or options or awards under any other discretionary employee share plan adopted by the Company, granted in the previous 10 years.

1.11.3

When calculating the limits in this rule 1.11, Shares will be ignored:

(i)

where the right to acquire them is released or lapses;

(ii)

which are committed to be issued under any Dividend Equivalent.

1.11.4

As long as so required by The Investment Association, shares transferred from treasury to satisfy Restricted Share Units are counted, for the purposes of this rule 1.11 as part of the ordinary share capital of the Company, and as shares issued by the Company.

1.12

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 Transfer

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 issued or 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

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 4.6, 5,6 and 7, Restricted Share Units will 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

Issue or transfer of Shares

Within 30 days of Restricted Share Units Vesting, the Grantor will arrange (subject to rules 4.4, 5.4, 7 and 9.8) for the issue or 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 issue or transfer.

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 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 such notional 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 and any applicable withholding.

Where a dividend is payable between Vesting and the date on which the Shares in respect of Restricted Share Units are transferred under Rule 4.1 then, unless the Designated Corporate Officer decides otherwise, such dividend will be included as a Dividend Equivalent as if it had been paid before Vesting.

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 avoidance of doubt, for the purpose of this rule, dividends will include 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 dale of Vesting) of the Shares which would but for the application of this rule have been issued or 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.

4.5

Forfeiture

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 issued or 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 I personal events

5.1

General rule on leaving employment

Unless rules 5.2 or 5.4 applies, Restricted Share Units will lapse on the date the Participant ceases to be an Employee before the end of the Performance Period.

5.2

“Good leavers”

5.2.1

If a Participant ceases to be an Employee for any of the reasons set out below before the end of the Performance Period, 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;

(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

If a Participant ceases to be an Employee before the end of the Performance Period and rule 5.2.1 does not apply, the Directors may decide, within 80 days after cessation of the relevant Participant’s employment that some or all of his Restricted Share Units will Vest as described in rule 5.3. To the extent that they do not, his Restricted Share Units will lapse.

5.3

Vesting

Where rule 5.2 applies, the Restricted Share Units do not lapse, and the extent to which they will Vest (subject to rule 7):

5.3.1

will be measured in accordance with rule 3.1 at the end of the Performance Period; and

5.3.2

will be reduced either pro rata to reflect the portion of the Performance Period which has not elapsed when the Participant ceases to be an Employee (or if there is no Performance Condition the period from the Grant Date to the date of Vesting set under rule 1.4.4) or on any other basis as determined by the Directors.

5.3.3

Rule 5.3.2 will not apply (and so there will be no pro rata reduction):

(i)

to Restricted Share Units granted before 1 January 2018; or

(ii)

where the Participant has ceased to be an employee as a result of ill-health, injury or disability; or

(iii)

lo the extent that the Directors so decide.

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 issued or 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 recipient 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 after such initial cessation.

6	Vesting in other circumstances - corporate events

6.1

Time of Vesting

6.1.1

In the event of a Change of Control the Restricted Share Units Vest subject to rules 6.1.2, 6.3 and 7 and 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;

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	Malus and Clawback

7.1

Malus

7.1.1

Notwithstanding any other rules of the Plan the Directors may decide that malus will apply if the Directors have determined that one or more of the following circumstances below have arisen:

(i)

The 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 (or the position occupied by the Participant before he left the Group).

(ii)

Results announced for any period have been restated or subsequently appeared materially financially inaccurate or misleading as determined by the Directors.

(iii)

A business unit or profit centre in which the Participant worked has made a material financial loss as a result of circumstances that could reasonably have been risk-managed and which leads to or is likely to create reputational damage to the Group.

(iv)

Any team, business area, member of the Group or profit centre in which the Participant works has been the subject of any regulatory investigation or has been in breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it.

(v)

The Directors determine that material reputational damage has been caused to the Group or any Member of the Group for which the Participant is responsible or accountable and which could have been reasonably avoided or mitigated.

(vi)

Any other event as a result of which the Directors consider that the application of this rule is appropriate.

7.1.2

Where the Directors decide that malus will apply to a Participant:

(i)

the Restricted Share Units will lapse, wholly or in part as they may determine; and/or

(ii)

the date on which they will Vest will be delayed for so long as they may determine; and/or

(iii)

if the Restricted Share Units have already Vested but Shares have not yet been issued or transferred (because of, for example, any Dealing Restrictions), a reduced number of Shares as determined by the Directors will be issued or transferred to the Participant.

7.2

Clawback

Notwithstanding any other rules of the Plan the Directors may decide that clawback will apply if they have determined that one or more of the following circumstances has arisen:

7.2.1

7.2.2

7.2.3

Where the Directors decide that clawback will apply to a Participant then the Participant must transfer to or to the order of the Company, for no consideration, such number of the Shares which they have acquired pursuant to any Award as the Directors may determine. If the Participant has sold any such Shares, they must pay to or to the order of the Company an amount equal to the Market Value of that number of Shares as at the date of such sale and provide such evidence of the sale as the Directors may require.

7.3

General

7.3.1

For the avoidance of doubt, circumstances described in rule 7.1.1 can arise even if the Participant was not responsible for the event in question or if it happened before or after the Vesting or grant of the Restricted Share Units.

7.3.2

Malus and clawback may be applied differently for different Participants or for different Restricted Share Units held by the same Participant in relation to the same event.

7.3.3

The Directors will notify the Participant of any application of malus.

7.3.4

The Participant will not be entitled to any compensation in respect of any application of malus or clawback.

8	Changing the Plan and termination

8.1

Powers of amendment

Subject to rules 8.2 and 8.3, 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.

8.2

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.

8.3

Shareholder approval

8.3.1

Except as described in rule 8.3.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates lo:

(i)

eligibility;

(ii)

the limits on the number of Shares which may be issued under the Plan;

(iii)

the individual limit for each Participant under the Plan;

(iv)

the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

(v)

the terms of this rule 8.3.1.

8.3.2

The Directors can change the Plan and need not obtain the approval of the Company in general meeting for any changes to a Performance Condition or other condition in accordance with rule 1.5 or 1.6 or for minor changes:

(i)

to benefit the administration of the Plan;

(ii)

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

(iii)

to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

8.4

Notice

The Directors are not required to give Participants notice of any changes.

8.5

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.

9	General

9.1

Terms of employment

9.1.1

This rule 9.1 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

9.1.2

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.

9.1.3

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.

9.1.4

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

9.1.5

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.

9.1.6

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.

9.2

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.

9.3

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.

9.4

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.

9.5

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.

9.6

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.

9.7

Data protection

By participating in the Plan the Participant acknowledges 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:

9.7.1

administering and maintaining Participant records;

9.7.2

providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

9.7.3

providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;

9.7.4

transferring information about the Participant to a country or territory that may not provide the same protection for the information as the Participant’s home country.

9.7.5

providing information to enable the Company to survey the Participant in respect of his participation in the Plan.

9.8

Consents

All issues or 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.

9.9

Share rights

Shares issued to satisfy Restricted Stock Units will rank equally in all respects with the Shares in issue on the date of allotment. The Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the date of issue or transfer. The Participant will not be entitled to rights before that date.

9.10

Notices

9.10.1

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.

9.10.2

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.

9.10.3

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.

9.11

Governing law and jurisdiction

English law governs the Plan. The English courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Restricted Share Units unless the Directors determine otherwise, in which case proceedings may be taken in any other court of competent jurisdiction.

10	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;

“Dividend Equivalent” means an additional number of Shares 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 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 pie;

“Member of the Group” means:

(iv)

the Company;

(v)

its Subsidiaries from time to time; or

(vi)

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;

“Share Award Plan” means the BP Share Award Plan 2015 as amended from time to time;

“Shares” means fully paid ordinary shares in the capital of the Company or where the context requires ADSs (see rule 1.12);

“Sub-Plan” means a Sub-Plan of the Share Award Plan as contemplated by rule 13 of the rules of that plan;

“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 issued or transferred to him subject to the Plan.

Schedule 1

Restricted Shares

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 issued or 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

(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.

Schedule 2

Restricted Cash Units

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 issued or 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.

Schedule 3

US Schedule

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 issue or 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, 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;

(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;

(3) If a US Participant’s termination of employment occurs by mutual agreement between the Participant and the Company to an agreed and planned exit date , the Designated Corporate Officer may in his sole discretion permit the Award to continue to Vest according to its original terms.

Rule 5.2.2 will not apply.

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.

As well the terms “ill health, injury and disability” shall be replaced by “Disability” as defined in Rule 5.2(1) of the US Schedule above.

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 issue or 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.

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.

Exhibit 4.6

ARCHAEA

EMPLOYEE SAVINGS PLAN

(Effective as of July 1, 2024)

ARCHAEA EMPLOYEE SAVINGS PLAN

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

The Plan is hereby established effective July 1, 2024.

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1
1.1	“Accounting Period”		1
1.2	“Accounts”		1
1.3	“Accrued Benefit”		2
1.4	“Active Participant”		2
1.5	“Alternate Payee”		2
1.6	“American Depositary Share”		2
1.7	“Appeals Administrator”		2
1.8	“Appendix”		2
1.9	“Appointing Officer”		3
1.10	“Authorized Absence”		3
1.11	“Beneficiary”		3
1.12	“Board of Directors”		3
1.13	“Break in Service”		3
1.14	“Business Day”		3
1.15	“Claim”		3
1.16	“Claims Administrator”		3
1.17	“Code”		3
1.18	“Commonly Administered Plan”		4
1.19	“Commonly Controlled Entity”		4
1.20	“Company”		4
1.21	“Company Stock”		4
1.22	“Company Stock Fund”		4
1.23	“Compensation”		4
1.24	“Contractor Firm”		7
1.25	“Contribution”		7
1.26	“Contribution Dollar Limit”		8
1.27	“Contribution Election” or “Election”		8
1.28	“Contribution Percentage”		8
1.29	“Covered Employee”		8
1.30	“Designated Officer”		8
1.31	“Direct Rollover”		9
1.32	“Disability” or “Disabled”		9
1.33	“Distributee”		9
1.34	“Effective Date”		9
1.35	“Eligible Automatic Contribution Arrangement” or “EACA”		9
1.36	“Eligible Employee”		9
1.37	“Eligible Retirement Plan”		10
1.38	“Eligible Rollover Distribution”		10
1.39	“Employee”		11
1.40	“Employer”		11
1.41	“Employment Date”		11


1.42	“ERISA”	11
1.43	“Exchange Election”	11
1.44	“Highly Compensated Eligible Employee” or “HCE”	12
1.45	“Hour of Service”	12
1.46	“Inactive Participant”	12
1.47	“Investment Committee”	12
1.48	“Investment Election”	13
1.49	“Investment Option”	13
1.50	“Member”	13
1.51	“Named Fiduciary”	13
1.52	“Non-Highly Compensated Employee” or “NHCE”	13
1.53	“Normal Retirement Date”	13
1.54	“Participant”	13
1.55	“Payment Date”	13
1.56	“Plan”	13
1.57	“Plan Administrator”	14
1.58	“Plan Sponsor”	14
1.59	“Plan Year”	14
1.60	“Predecessor Company”	14
1.61	“QDRO”	14
1.62	“Reemployment Date”	14
1.63	“Service”	14
1.64	“Settlement Date”	14
1.65	“Sever from Service”	15
1.66	“Severance from Service”	15
1.67	“Spousal Consent”	15
1.68	“Spouse”	15
1.69	“Supplement”	15
1.70	“Sweep Time”	15
1.71	“Target Date Fund”	15
1.72	“Trade Date”	16
1.73	“Trust”	16
1.74	“Trust Agreement”	16
1.75	“Trust Fund”	16
1.76	“Trustee”	16
1.77	“Unit Value”	16
1.78	“Valuation Time”	16
1.79	“Year of Participation”	16

ARTICLE II PARTICIPATION AND SERVICE		17
2.1	Eligibility	17
2.2	Impact of Change of Employment Status on Eligibility	17
2.3	Enrollment	17
2.4	Duration	17
2.5	Service	17
2.6	Other Service-Crediting Provisions	17


2.7	Authorized Absences	18
2.8	Non-duplication	19
2.9	Transfer of Accounts Upon Change of Employment Status	19
2.10	Transfer of Accounts Upon Outsourcing	19

ARTICLE III CONTRIBUTIONS		20
3.1	Before-Tax Contributions	20
3.2	Before-Tax Contributions under an Eligible Automatic Contribution Arrangement	20
3.3	Roth 401(k) Contributions	22
3.4	After-Tax Contributions	22
3.5	Match Contributions	23
3.6	Nonelective Employer Contributions	23
3.7	Rollover Contributions	23
3.8	Qualified Nonelective Contributions and Qualified Matching Contributions	24
3.9	Roth In-Plan Rollover Contributions	26
3.10	Election Procedures	28
3.11	Employer Contribution on Return from Qualified Military Leave	28
3.12	Employer Contribution Upon Death or Disability During Qualified Military Service	29

ARTICLE IV LIMITATION ON CONTRIBUTIONS		30
4.1	Limit on Before-Tax and Roth 401(k) Contributions	30
4.2	Actual Deferral Percentage Test	30
4.3	Actual Contribution Percentage Test	31
4.4	Maximum Contributions	32
4.5	Imposition of Limitations	33
4.6	Return of Excess Annual Additions, Deferrals, and Contributions	33
4.7	Incorporation by Reference	37
4.8	Catch-Up Contributions	38
4.9	Definition of Compensation	38

ARTICLE V ACCOUNTING FOR PARTICIPANTS’ ACCOUNTS AND FOR INVESTMENT OPTIONS		39
5.1	Individual Participant Accounting	39
5.2	Accounting for Investment Options	40
5.3	Accounts for Beneficiaries and Alternate Payees	40
5.4	Transition Rules	41

ARTICLE VI INVESTMENT OPTIONS AND ELECTIONS		42
6.1	Investment of Contributions	42
6.2	Investment of Accounts	42
6.3	Investment Options	43
6.4	Transition Rules	43
6.5	Restricted Investment Options	44
6.6	Risk of Loss	44

iii


6.7	Interests in the Investment Options	44
6.8	Sole Source of Benefits	44
6.9	Alternate Payees and Beneficiaries	44
6.10	Diversification	45

ARTICLE VII VESTING AND FORFEITURES		46
7.1	Vesting in Nonelective Employer Contribution and Match Accounts	46
7.2	Vesting in Before-Tax, Roth 401(k), After-Tax, Rollover, and Roth In-Plan Rollover Accounts	46
7.3	Forfeitures	46
7.4	Application of Former Vesting Schedule	47
7.5	Qualified Military Service	47

ARTICLE VIII PARTICIPANT LOANS		48
8.1	Participant Loans Permitted	48
8.2	Loan Funding Limits	48
8.3	Maximum Number of Loans	48
8.4	Source of Loan Funding	48
8.5	Interest Rate	49
8.6	Repayment	49
8.7	Reinvestment of Repayments	49
8.8	Loan Application, Note, and Security	49
8.9	Default	49
8.10	Foreclosure	50
8.11	Spousal Consent	50
8.12	Special Rules Concerning Loan Repayments While on Qualified Military Leave	51
8.13	Hurricane Disaster Relief	51

ARTICLE IX WITHDRAWALS		52
9.1	Withdrawals from After-Tax Account	52
9.2	Withdrawals from Rollover Account and Roth In-Plan Rollover Account	52
9.3	Withdrawals from Match Account	52
9.4	Withdrawals from Before-Tax and Roth 401(k) Accounts for Hardship	52
9.5	Withdrawals from Before-Tax Account and Roth 401(k) Account for Other Reasons	54
9.6	Partial Withdrawals	54
9.7	Withdrawal Processing Rules	54
9.8	Alternate Payees and Beneficiaries	56
9.9	Hurricane Disaster Relief	56

ARTICLE X ADDITIONAL OPTIONAL FORMS OF BENEFIT FOR AN INACTIVE PARTICIPANT		57
10.1	Request for Withdrawal of Benefits	57
10.2	Deadline for Withdrawal	57
10.3	Payment Form and Medium	58


10.4	Small Amounts Paid Immediately	59
10.5	Payment Within Life Expectancy	59
10.6	Incidental Benefit Rule	59
10.7	Continued Payment of Amounts in Payment Status on Effective Date	59
10.8	Direct Rollover	59
10.9	Delay	59
10.10	Alternate Payees and Beneficiaries	60
10.11	Participants Performing Service in the Uniformed Services	60

ARTICLE XI REEMPLOYMENT		61
11.1	Break in Service Rules	61
11.2	Restoration of Forfeited Amounts	61

ARTICLE XII DISTRIBUTION OF ACCRUED BENEFITS ON DEATH		62
12.1	Payment to Beneficiary	62
12.2	Small Amounts Paid Immediately	62
12.3	Beneficiary Designation	62
12.4	Direct Rollover	63
12.5	Alternate Payees and Beneficiaries	63
12.6	Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”)	63

ARTICLE XIII TRUST ARRANGEMENT		64
13.1	Trust Agreement	64
13.2	Separate Entity	64
13.3	Plan Asset Valuation	64
13.4	Right of Employers to Plan Assets	64

ARTICLE XIV ADMINISTRATION		66
14.1	Plan Governance	66
14.2	Claims Procedure	71
14.3	Actions by the Company	76

ARTICLE XV ADOPTION AND WITHDRAWAL FROM PLAN		77
15.1	Adoption by Other Employers	77
15.2	Withdrawal from the Plan	77
15.3	Employee Transfers Within Participating Group	78
15.4	Designation of Agent	78

ARTICLE XVI AMENDMENT, TERMINATION, AND MERGER		79
16.1	Amendments	79
16.2	Plan Termination	80
16.3	Plan Merger and Spinoff	80
16.4	Design Decisions	81


ARTICLE XVII SPECIAL TOP-HEAVY RULES		82
17.1	Application of Article XVII	82
17.2	Definitions Concerning Top-Heavy Status	82
17.3	Calculation of Top-Heavy Ratio	83
17.4	Effect of Top-Heavy Status	83
17.5	Effect of Discontinuance of Top-Heavy Status	84
17.6	Intent of Article XVII	84

ARTICLE XVIII MISCELLANEOUS PROVISIONS		85
18.1	Assignment and Alienation	85
18.2	Protected Benefits	85
18.3	Plan Does Not Affect Employment Rights	85
18.4	Deduction of Taxes from Amounts Payable	85
18.5	Facility of Payment	85
18.6	Source of Benefits	86
18.7	Reduction for Overpayment	86
18.8	Company Merger	86
18.9	Employees’ Trust	86
18.10	Construction	86
18.11	Invalidity of Certain Provisions	87
18.12	Headings	87
18.13	Governing Law	87
18.14	Notice and Information Requirements	87
18.15	Reliance on Information Provided to Plan	87
18.16	Recognition of Power of Attorney	87


APPENDIX A		LIST OF ADOPTING COMMONLY CONTROLLED ENTITIES
APPENDIX B		SUPPLEMENTS

ARTICLE I

DEFINITIONS

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

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

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

(a)

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

(b)

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

(c)

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

(d)

“Nonelective Employer Contribution Account” which is composed of Nonelective Employer Contributions allocated to the Participant under the Plan, plus all income and gains credited to, minus all losses, expenses, and withdrawals charge to, such Account.

(e)

“QMAC Account” which is composed of Qualified Matching Contributions allocated to the Participant under the Plan, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account.

(f)

“QNEC Account” which is composed of Qualified Nonelective Contributions allocated to the Participant under the Plan, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account.

(g)

“Rollover Account” which is composed of Rollover Contributions made by or allocated to the Participant under the Plan, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account. There are three types of Rollover Accounts to which Rollover Contributions are allocated: an After-Tax Rollover Account for Rollover Contributions of amounts which are not includible in gross income, as described in Section 402(c)(2)(A) of the Code, a Roth 401(k) Rollover Account for Rollover Contributions of amounts described in Section 402A of the Code, and a Before-Tax Rollover Account for all other Rollover Contributions.

(h)

“Roth 401(k) Account” which is composed of Roth 401(k) Contributions allocated to the Participant under the Plan, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account.

(i)

“Roth In-Plan Rollover Account” which is composed of Roth In-Plan Rollover Contributions allocated to the Participant, the Beneficiary who is the Participant’s Spouse, or the Alternate Payee who is the Participant’s Spouse under the Plan, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account.

In the event of any mergers of or transfers of liabilities and assets from other plans into this Plan, the manner in which accounts held under such other plans are allocated and posted to these Accounts may be set forth in Appendix B.

With respect to an Alternate Payee or Beneficiary, references to Accounts will be deemed to be references to all or that portion of a Participant’s After-Tax Account, Before-Tax Account, Roth 401(k) Account, Match Account, Rollover Account, Roth In-Plan Rollover Account, and Nonelective Employer Contribution Account which, under the terms of the Plan, has been allocated to an Account maintained for such Alternate Payee or Beneficiary, plus all income and gains credited to, and minus all losses, expenses, and withdrawals charged to, such Account. References herein to Accounts will also be deemed to include each of a Participant’s Accounts and references herein to an Account will be deemed to include any or each of the Participant’s Accounts.

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

1.4	“Active Participant” means a Participant who is an Employee.

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

1.6	“American Depositary Share” means a security issued to allow easier holding and trading of interests in foreign corporations in

the United States.

1.7	“Appeals Administrator” means, for purposes of the appeal of all Claims, the Plan Administrator, unless the Plan Administrator designates another individual for this purpose, in which case such other person will be the Appeals Administrator for this purpose.

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

1.9

“Appointing Officer” means the Company officer who has the authority to: (i) appoint and remove a Named Fiduciary with respect to the Plan or Trust, including the Plan Administrator and members of the Investment Committee, and (ii) designate a role or entity as a Named Fiduciary. The President, BP Corporation North America Inc. serves as Appointing Officer. If no individual is serving in such role, or no such role exists, the most senior ranking officer of the Company will serve as Appointing Officer.

1.10

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

1.11

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

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

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

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

1.15

“Claim” means a written request submitted by a Claimant (as defined in Section 14.2(a)(3)) under the Plan’s formal claims and appeal procedures (as described in Section 14.2) for a benefit under the Plan, for eligibility to participate in the Plan, to enforce rights under the terms of the Plan, to clarify rights to current or future benefits under the Plan, or with respect to other issues impacting benefits under the Plan. An inquiry or request for further research submitted to the Plan’s record keeper or a Company employee, outside of the Plan’s formal claims and appeals procedures, does not constitute a Claim.

1.16	“Claims Administrator” means the individual designated by the Plan Administrator for purposes of the initial review of any Claim.

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

1.18	“Commonly Administered Plan” means a qualified plan described in Section 401(a) of the Code which: (i) is sponsored or maintained by a Commonly Controlled Entity; (ii) has the same recordkeeper as this Plan; and (iii) is a defined contribution plan.

1.19

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

1.20

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

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

1.22

“Company Stock Fund” means the BP Stock Fund Investment Option. The Company Stock Fund is an Investment Option that the Plan Sponsor, in its settlor capacity, expressly intends to be an ongoing, fundamental feature of the Plan’s design that provides Participants with the opportunity to invest in Company Stock.

1.23	“Compensation” means, for purposes of Article III:

(a)

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

(1)

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

(2)

fall in one of the following categories:

(A)

basic salary or wages, including forms of base pay delivered in alternative forms such as piecework, overtime, and shift and rate differentials;

(B)

pay in lieu of vacation;

(C)

commissions;

(D)

bonus payments made under an annual incentive plan at the sub-entity or stream level (other than bonus payments made prior to the time that payments are made to similarly situated active Employees of the sub-entity or stream in connection with the Employee’s termination of employment);

(E)

lump-sum performance awards awarded in connection with annual salary administration;

(F)

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

(G)

performance-based bonus payments made monthly, quarterly, or annually under retail operations incentive programs; and

(3)

do not fall in any of the following categories:

(A)

sign-on, retention, or ratification payments;

(B)

severance or separation payments;

(C)

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

(D)

remuneration received attributable to moving or educational expenses;

(E)

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

(F)

tax reimbursements;

(G)

payments made pursuant to an employment contract, compensation program, or bonus plan under which such payments are not intended to be Compensation hereunder;

(H)

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

(I)

stock awards;

(J)

long-term incentive payments;

(K)

share appreciation right or stock-option grant or exercise;

(L)

deferred compensation;

(M)

bonus payments under an annual incentive plan or under a retail operations incentive program that are paid to the individual at the time the individual is not an Eligible Employee; and

(N)

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

(b)

For purposes of the definition of “Compensation” hereunder:

(1)

except with respect to items of “Compensation” referred to in subsection (b)(3) hereof, no amount will be considered “Compensation” hereunder if it is actually paid later than 60 days following an individual’s Severance from Service even if such amount would have been considered “Compensation” if it were paid while the individual was an Eligible Employee;

(2)

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

(3)

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

(4)

if the Employer makes any differential wage payment (as defined in Code Section 3401(h)(2)) to an Employee, such differential wage payment shall be treated as Compensation;

(5)

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

(6)

“Compensation” shall exclude (i) amounts paid under any Integrated Supply & Trading (“IST”), or its successor organization, trader and originator bonus plan(s) or bonus plans in other sub-entities which have employees in similar roles, including charterers and freight traders, as identified by the Plan Administrator in his sole discretion, in excess of $50,000 for any given Plan Year; and (ii) amounts paid under any IST non-trader/non-originator bonus plan(s), as identified by the Plan Administrator in his sole discretion, in excess of $150,000 for any given Plan Year.

(c)

In addition to other applicable limitations that may be set forth in the Plan, and notwithstanding any other contrary provision of the Plan, annual Compensation taken into account under the Plan for the purpose of calculating the Contributions to the Plan by or in respect of a Participant for any Plan Year will not exceed $200,000 (the applicable compensation limit under Section 401(a)(17) of the Code), as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.

(d)

Notwithstanding anything to the contrary, with respect to amounts paid after the Employee’s severance from employment with the Company, cash or deferred elections can only be made with respect to amounts that are compensation within the meaning of Section 415(c)(3) of the Code and Treasury Regulation Section 1.415(c)-2.

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

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

(a)

“After-Tax” which means an amount contributed by the Employee on an after-tax basis in conjunction with a Contribution Election, as described in Section 3.4.

(b)

“Before-Tax” which means an amount contributed by the Employer on a before-tax basis under Section 402(g) or 414(v) of the Code in conjunction with either (i) a Contribution Election, as described in Sections 3.1 and 4.8 or (ii) an Eligible Automatic Contribution Arrangement, as described in Section 3.2.

(c)

“Match” which means an amount contributed by the Employer based upon the amount contributed by the Participant, as described in Section 3.5.

(d)

“Nonelective Employer Contribution” which means an amount contributed by the Employer as described in Section 3.6.

(e)

“Qualified Nonelective Contribution” or “QNEC” which means an amount contributed by the Employer as described in Section 3.8.

(f)

“Rollover” which means an amount contributed by or on behalf of a Participant that constitutes all or part of an “eligible rollover distribution” (within the meaning of Section 402(f)(2)(A) of the Code), as described in Section 3.7, and which satisfies the requirements of Section 402(c)(2) and/or Section 402A(c)(3) of the Code, to the extent applicable.

(g)

“Roth 401(k)” which means an amount contributed by the Employer as a Roth contribution under Section 402A of the Code in conjunction with a Contribution Election, as described in Sections 3.3 and 4.8.

(h)

“Roth In-Plan Rollover” which means an amount contributed by or on behalf of a Participant as described in Section 3.9, and which satisfies the requirements of Section 402A(c)(4) of the Code.

(i)

“Qualified Matching Contribution” or “QMAC” which means an amount contributed by the Employer as described in Section 3.8.

1.26

“Contribution Dollar Limit” means the annual limit imposed on each Participant pursuant to Section 402(g) of the Code (as indexed pursuant to Section 402(g)(4) of the Code, provided that no such adjustment will be taken into account hereunder before the Plan Year in which it becomes effective), determined without regard to catch-up contributions under Section 414(v) of the Code.

1.27

“Contribution Election” or “Election” means the election made by an Active Participant who is an Eligible Employee to reduce the Compensation to be paid to him by an amount equal to the product of his Contribution Percentage and such Compensation subject to the Contribution Election. Subject to Section 3.1(b), such Contribution Election will specify the portion of the Contribution that is a Before-Tax Contribution, the portion that is a Roth 401(k) Contribution, and the portion that is an After-Tax Contribution.

1.28	“Contribution Percentage” means the percentage of an Eligible Employee’s Compensation which is to be contributed to the Plan by his Employer as a Contribution, or where the context requires, as a Before-Tax Contribution, a Roth 401(k) Contribution, or an After-Tax Contribution.

1.29

“Covered Employee” is an Eligible Employee whose Employment Date in the United States or Reemployment Date in the United States is on or after July 1, 2024 and who does not have an affirmative Contribution Election in effect but who is not described in Section 2.9; provided, however, the Plan Administrator may specify that certain classifications or groups of Eligible Employees are not Covered Employees. In addition, any Eligible Employee who does not have an affirmative Contribution Election greater than zero percent (0%) in effect as of July 1, 2024, regardless of the Eligible Employee’s Employment Date or Reemployment Date, shall be treated as a Covered Employee effective July 1, 2024.

1.30	“Designated Officer” means any officer of the Company to whom (but only to the extent specifically provided) authority to act on behalf of the Company in respect of the Plan and Trust has specifically been granted by the Board of Directors.

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

1.32

“Disability” or “Disabled” means the Participant is disabled for purposes of the Employer’s long-term disability plan or, if the Participant is not eligible for the Employer’s long-term disability plan, the Plan Administrator, in its sole discretion, shall determine whether such Participant is disabled. In making such determination, the Plan Administrator shall use the definitions and criteria established and set forth in the Employer’s long-term disability plan and, if consistent with such criteria, may require such medical proof as it deems necessary, including the certificate of one or more licensed physicians selected by the Plan Administrator; the decision of the Plan Administrator as to disability shall be binding.

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

1.34	“Effective Date” Means July 1, 2024, the date upon which the provisions of this plan document take effect.

1.35

“Eligible Automatic Contribution Arrangement” or “EACA” is an automatic contribution arrangement that satisfies the uniformity requirement in Section 3.2(c) and the requirements of Code Section 414(w)(3). For this purpose, an “automatic contribution arrangement” is an arrangement under which, in the absence of an affirmative Contribution Election by a Covered Employee, a specified percentage of Compensation will be withheld from the Covered Employee’s Compensation and contributed to the Plan as a Before-Tax Contribution.

1.36	“Eligible Employee” Means an Employee of an Employer who is employed in the T&S Archaea Energy sub-entity and whose Compensation is paid in U.S. currency, except that an Eligible Employee does not include:

(a)

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

(b)

an Employee who is a “nonresident alien” (within the meaning of Section 7701(b)(1)(B) of the Code) and who receives no “earned income” (within the meaning of Section 911(d)(2) of the Code) from the Employer that constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code);

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

an Employee covered by a classification which is scheduled in Appendix B to the extent provided therein.

1.37

“Eligible Retirement Plan” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(e)(1)(A) of the Code (but only if such employer agrees to separately account for amounts transferred into such plan from the Plan), an annuity contract described in Section 403(b) of the Code, or a qualified trust described in Section 401(a) of the Code which accepts a Distributee’s Eligible Rollover Distribution. This definition of “Eligible Retirement Plan” will also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a QDRO. Notwithstanding the foregoing, an “Eligible Retirement Plan” with respect to a non-spouse Beneficiary is (i) an individual retirement account described in Section 408(a) of the Code or (ii) an individual retirement annuity described in Section 408(b) of the Code.

1.38

“Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of a Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of 10 years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or any “hardship withdrawal,” whether described in Section 401(k)(2)(B) of the Code and the regulations

promulgated thereunder or otherwise, including hardship withdrawals described in Section 9.4. The portion of a distribution which consists of after-tax contributions which are not includible in gross income may be transferred only in a trustee-to-trustee transfer and may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified plan described in Section 401(a) or 403(a) of the Code or to an annuity contract described in Section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. A direct rollover of a distribution from a Roth 401(k) Account under the Plan will only be made to another Roth 401(k) account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

1.39

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

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

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

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

1.43

“Exchange Election” means an election by a Participant to change the investment of all or some specified portion of such Participant’s Accounts, as described in Section 6.2. Rules applicable to Exchange Elections may be established by the Plan Administrator. Such rules may, among other things, limit the Investment Options that may be elected by the Participant and establish the time and manner in which such an election may be made.

1.44

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

1.45

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

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

1.47

“Investment Committee” means the BP Corporation North America Inc. Investment Committee, the members of which are designated by the Appointing Officer, to serve as the Named Fiduciary with respect to Plan investment-related responsibilities (1) delegated to the Investment Committee by the Board of Directors, as reflected in the Investment Committee’s By-Laws; (2) set out under the Plan and Trust; or (3) specified by the Appointing Officer, as applicable. These responsibilities include, but are not limited to:

(a)

the authority to control and manage the operation and administration of the Trust with respect to investment-related matters;

(b)

the exercise of discretionary authority or discretionary control with respect to Plan or Trust investment-related matters, or the exercise of any authority or control respecting management or disposition of any assets of the Trust, within the meaning of Section 3(21)(A)(i) of ERISA;

(c)

the authority to allocate fiduciary responsibilities among its members or other Named Fiduciaries;

(d)

the authority to designate persons other than Named Fiduciaries to carry out fiduciary responsibilities under the Plan;

(e)

the discretion to designate and remove one or more Investment Managers, as described in Section 402(c)(3) of ERISA, including an Investment Manager for the Company Stock Fund; or

(f)

the discretion to appoint or remove a trustee under the Trust.

(g)

Notwithstanding the foregoing, the Company Stock Fund is an Investment Option that the Plan Sponsor, in its settlor capacity, expressly intends to be an ongoing, fundamental feature of the Plan’s design that provides Participants with the opportunity to invest in Company Stock; and the Investment Committee may remove the Company Stock Fund as an Investment Option only to the extent it determines that continuing to offer the Company Stock Fund would breach the Investment Committee’s fiduciary duties under ERISA.

In the event that more than one individual or entity is appointed as the Investment Committee, then each such individual or entity shall have the respective duties designated to such individual or entity by the Board of Directors, under the Plan or Trust or by the Appointing Officer. The Investment Committee is a “named fiduciary,” within the meaning of ERISA, including, without limitation, Sections 402, 403 or 405 thereof. In the event that there is no functioning Investment Committee, the Appointing Officer will serve as the Investment Committee.

1.48

“Investment Election” means an election by which a Participant directs the investment of his Contributions or amounts allocated to his Account, as described in Section 6.1. Rules applicable to Investment Elections may be established by the Plan Administrator. Such rules may, among other things, limit the Investment Options that may be elected by the Participant and establish the time and manner in which such an election may be made.

1.49

“Investment Option” means each of the Investment Options available under the Plan, as determined by the Investment Committee; provided, however, that the Company Stock Fund is an Investment Option that the Plan Sponsor, in its settlor capacity, expressly intends to be an ongoing, fundamental feature of the Plan’s design that provides Participants with the opportunity to invest in Company Stock.

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

1.51	“Named Fiduciary” means the Plan Administrator or the Investment Committee, as the context requires.

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

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

1.54

“Participant” means an individual who is participating in the Plan after completing the Plan’s requirements for participation, but only for so long as such individual is considered a Participant in accordance with Section 2.4. For purposes of a Roth In-Plan Rollover Account or Contribution, “Participant” shall also mean a Beneficiary who is a Participant’s Spouse or an Alternate Payee who is a Participant’s Spouse but shall not mean a non-spouse Beneficiary or a non-spouse Alternate Payee.

1.55

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

1.56	“Plan” means the Archaea Employee Savings Plan, as set forth herein and as hereafter may be amended.

1.57	“Plan Administrator” means the individual appointed by the Appointing Officer to serve as Named Fiduciary with respect to Plan administrative responsibilities delegated to such individual under the Plan or Trust or by the Appointing Officer, as applicable, including, but not limited to:

(a)

the authority to control and manage the operation and administration of the Plan or Trust, within the meaning of Section 402(a)(1) of ERISA;

(b)

the discretionary authority or discretionary responsibility in the administration of the Plan or Trust, within the meaning of Section 3(21)(A)(ii) of ERISA;

(c)

the exercise of discretionary authority or discretionary control respecting management of the Plan or Trust or the exercise of any authority or control respecting management or disposition of any assets of the Plan or Trust, within the meaning of Section 3(21)(A)(i) of ERISA; or

(d)

the authority and discretion to designate and remove participant-level service providers, including a managed account provider, solely in which capacity the Plan Administrator will have the authority to control and manage the assets of the plans and the authority to appoint one or more Investment Managers, as described in Section 402(c)(3) of ERISA.

In the event that more than one individual or entity is appointed as Plan Administrator, then each such individual or entity shall have the respective duties designated under the Plan and Trust or by the Appointing Officer. A Plan Administrator is a “named fiduciary” within the meaning of ERISA, including, without limitation, Sections 402, 403, or 405 thereof. In the event that there is no functioning Plan Administrator, the Appointing Officer will serve as the Plan Administrator.

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

1.59	“Plan Year” means each calendar year.

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

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

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

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

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

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

1.66

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

1.67

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

1.68

“Spouse” means a person who, as of the relevant time, is married to the Participant under state law as evidenced by a valid marriage certificate or other proof acceptable to the Plan Administrator. For Federal tax purposes, the term “Spouse” or “spouse” includes an individual married to a person of the same sex if the couple is lawfully married under state law, and the term “marriage” includes such a marriage between individuals of the same sex. The Plan Administrator shall administer the Plan in accordance with United States v. Windsor, 133 S. Ct. 2675 (2013), IRS Rev. Rul. 2013-17, and IRS Notice 2014-19, as applicable.

1.69

“Supplement” means the separate supplements of this Plan containing special provisions applicable to certain groups of Employees. To the extent there exists any inconsistency between any provision of any such Supplement and any other provision of the Plan, the applicable provision of such Supplement shall in all events control.

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

1.71	“Target Date Fund” means the diversified asset allocation Investment Options designated by the Investment Committee as target date funds.

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

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

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

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

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

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

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

1.79

“Year of Participation” means each year of Service to the extent earned during the period beginning on the date a Participant begins making Before-Tax, Roth 401(k), or After-Tax Contributions to the Plan (or any plan the assets of which are merged into the Plan) or begins receiving Nonelective Employer Contributions and continuing for so long as the person remains a Participant.

ARTICLE II

PARTICIPATION AND SERVICE

2.1	Eligibility. A person who becomes an Employee will be eligible to become a Participant on his Employment Date or Reemployment Date, or if later, the date such person becomes an Eligible Employee, except as otherwise provided in Appendix B.

2.2

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

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

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

2.5

Service.

(a)

Except as otherwise provided in this Article II and in Article XI, an Employee’s Service will be the Employee’s years and fractions of a year (expressed in days) as an Employee from his Employment Date or Reemployment Date until he Severs from Service following such Employment Date or Reemployment Date.

(b)

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

2.6	Other Service-Crediting Provisions.

(a)

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

(b)

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

(c)

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

(d)

To the extent determined by resolution of a Designated Officer, a Participant’s Service will include his service as an employee of a Related Company, as defined herein, if the Participant was an employee of the Related Company immediately prior to becoming a Participant. A “Related Company” is a company in which a Commonly Controlled Entity has an ownership interest or a company that has provided services to a Commonly Controlled Entity prior to the employee’s transfer.

2.7	Authorized Absences.

(a)

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

(b)

If an Employee is absent from employment on account of a paid or unpaid medical, sick, or disability leave of absence approved by his Employer, he will receive Service for the period of his absence from employment not to exceed a period of 24 months.

(c)

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

(d)

If an Employee is absent from employment for military service with the armed forces of the United States and either (i) returns to employment within the period required by the Uniformed Services Employment and Reemployment Rights Act of 1994, or any successor statute, or (ii) becomes Disabled on or after July 1, 2024 while absent due to qualified military service, he will receive Service for the period of his absence from employment through the earlier of his date of re-employment or the date on which he became Disabled. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. The Plan Administrator may reasonably request that a Participant demonstrate that he has engaged in qualified military service within the meaning of Section 414(u) of the Code.

(e)

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

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

2.9	Transfer of Accounts Upon Change of Employment Status.

(a)

If, upon a change of employment status, an Employee who is a participant in a Commonly Administered Plan becomes an Eligible Employee:

(1)

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

(2)

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

(3)

he can elect to have his accounts under such Commonly Administered Plan transferred to the corresponding Accounts to be established on his behalf under this Plan, to the extent such Account type already exists under this Plan.

(b)

Notwithstanding the foregoing election, the prior investment election of such Participant will not continue in effect in this Plan if Investment Options in this Plan and the Commonly Administered Plan are different. In that case, the Investment Election will be deemed to be (until changed) a Target Date Fund based on the Participant’s age and expected retirement date (assumed to be such Participant’s Normal Retirement Date), rounded to the nearest Target Date Fund offered under the Plan, and all amounts transferred to this Plan will be invested initially in such Target Date Fund and then reinvested pursuant to an Exchange Election made by the Participant, or as otherwise directed by the Plan Administrator.

(c)

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

2.10

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

ARTICLE III

CONTRIBUTIONS

3.1	Before-Tax Contributions.

(a)

Any Participant who is an Eligible Employee may elect to have Before-Tax Contributions made to the Plan by his Employer in an integral percentage of his Compensation of not less than 1 percent nor more than 80 percent; provided, however, that in no event may the percentage of the Roth 401(k) and After-Tax Contributions of a Participant, when added to the percentage of Before-Tax Contributions, if any, made on his behalf equal less than 1 percent or more than 80 percent of his Compensation. The Compensation of such Participant will be reduced by the percentage elected under the Contribution Election in effect for such Participant; provided, however, that no Before-Tax Contributions made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV. With respect to each applicable payroll period, the Employer will contribute as soon as reasonably possible, an amount to the Trust equal to the Participant’s Before-Tax Contributions for such payroll period and the Plan Administrator will cause such amount to be allocated and posted to the Participant’s Before-Tax Account.

(b)

Subject to the right of any Participant who attains age 50 before the close of the taxable year to make additional Before-Tax Contributions and/or Roth 401(k) Contributions as catch-up contributions pursuant to Section 4.8, if the Contribution Dollar Limit prevents the Employer from making Before-Tax Contributions and/or Roth 401(k) Contributions on behalf of a Participant, the Participant will be deemed to have elected to make an After-Tax Contribution pursuant to Section 3.4 with respect to Before-Tax Contributions and/or Roth 401(k) Contributions the Employer was prevented from making; provided, however, that no such After-Tax Contributions made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV.

3.2	Before-Tax Contributions under an Eligible Automatic Contribution Arrangement.

(a)

Automatic Contribution. Before-Tax Contributions will be made on behalf of a Covered Employee. The amount of Before-Tax Contributions made for a Covered Employee each payroll period is equal to 4% of the Covered Employee’s Compensation for that payroll period, beginning as soon as administratively practicable following the first payment of Compensation made on or after the 30^th day following the Covered Employee’s Employment Date or Reemployment Date.

(b)

Affirmative Election. A Covered Employee will have a reasonable opportunity after receipt of the EACA notice described in Code Section 414(w)(4), which gives notice of the Covered Employee’s rights and obligations as described in Treasury Regulation Section 1.414(w)-1(b)(3), to make an affirmative Contribution Election (either to make no Contributions or to make a different amount of Contributions) before Before-Tax Contributions are made on the Covered Employee’s behalf pursuant to subsection (a) hereof. Before-Tax Contributions being made under an EACA on behalf of a Covered Employee will cease as soon as administratively feasible after the Covered Employee makes an affirmative Contribution Election.

(c)

Uniformity Requirement. The same percentage of Compensation will be withheld as Before-Tax Contributions pursuant to this Section from all Covered Employees subject to this Section. Notwithstanding the foregoing, Before-Tax Contributions made pursuant to this Section will be reduced or stopped to meet the limitations under Code Sections 401(a)(17), 402(g), and 415.

(d)

Withdrawal of Before-Tax Contributions under the EACA.

(1)

No later than 90 days after the date of the Covered Employee’s first elective contributions pursuant to this Section, the Covered Employee may request a distribution of such Before-Tax Contributions; provided, however, that the Covered Employee has not made any changes to his or her Contribution Election or Investment Election. No spousal consent is required for a withdrawal under this subsection (d).

(2)

The amount to be distributed from the Plan upon the Covered Employee’s request under this subsection (d) is equal to the amount of Before-Tax Contributions made through the earlier of (i) the pay date for the second payroll period that begins after the Covered Employee’s withdrawal request and (ii) the first pay date that occurs after 30 days after the Covered Employee’s request, plus attributable gains or losses through the date of distribution. Any fee charged to the Covered Employee for the withdrawal may not be greater than any other fee charged for a cash distribution.

(3)

Unless the Covered Employee affirmatively elects otherwise, any withdrawal request will be treated as an affirmative election to stop Before-Tax Contributions from being made on the Covered Employee’s behalf as of the date specified in subsection (d)(2) hereof.

(4)

Before-Tax Contributions distributed pursuant to this subsection (d) are not counted towards the dollar limitation on elective deferrals contained in Code Section 402(g) nor for the actual deferral percentage test. Match Contributions that might otherwise be allocated to a Covered Employee’s Account on behalf of Before-Tax Contributions made under this Section will not be allocated to the extent the Covered Employee withdraws such Before-Tax Contributions pursuant to this subsection (d), and any Match Contributions already made on account of Before-Tax Contributions made pursuant to this Section will be forfeited.

3.3	Roth 401(k) Contributions.

(a)

Any Participant who is an Eligible Employee may elect to have Roth 401(k) Contributions made to the Plan by his Employer in an integral percentage of his Compensation of not less than 1 percent nor more than 80 percent; provided, however, that in no event may the percentage of the Before-Tax and After-Tax Contributions of a Participant, when added to the percentage of Roth 401(k) Contributions, if any, made on his behalf equal less than 1 percent or more than 80 percent of his Compensation. The Compensation of such Participant will be reduced by the percentage elected under the Contribution Election in effect for such Participant; provided, however, that no Roth 401(k) Contributions made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV. With respect to each applicable payroll period, the Employer will contribute as soon as reasonably possible an amount to the Trust equal to the Participant’s Roth 401(k) Contributions for such payroll period and the Plan Administrator will cause such amount to be allocated and posted to the Participant’s Roth 401(k) Account. Unless specifically stated otherwise, Roth 401(k) Contributions will be treated as elective deferrals for all purposes under the Plan.

(b)

A Roth 401(k) contribution is an elective deferral that is:

(1)

Designated irrevocably by the Participant at the time of the cash or deferred election as a Roth 401(k) Contribution that is being made in lieu of all or a portion of the Before-Tax Contributions the Participant is otherwise eligible to make under the Plan; and

(2)

Treated by the Employer as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.

3.4

After-Tax Contributions. Any Participant who is an Eligible Employee may elect to make After-Tax Contributions to the Plan by payroll deduction in an integral percentage of his Compensation of not less than 1 percent nor more than 80 percent; provided, however, that in no event may the percentage of the After-Tax Contributions of a Participant, when added to the percentage of Before-Tax and Roth 401(k) Contributions, if any, made on his behalf equal less than 1 percent or more than 80 percent of his Compensation. Any payroll deduction with respect to After-Tax Contributions will be made from the Compensation of a Participant by his Employer in accordance with the terms of the Contribution Election in effect for such Participant; provided, however, that no After-Tax Contributions made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV. With respect to each applicable payroll period, the Employer will contribute as soon as reasonably possible, an amount to the Trust equal to the Participant’s After-Tax Contributions for such payroll period and the Plan Administrator will cause such amount to be allocated and posted to the Participant’s After-Tax Account.

3.5

Match Contributions. With respect to each applicable payroll period, the Employer will contribute as soon as reasonably possible to the Trust as a Match Contribution for investment in accordance with Section 6.1 of the Plan an amount that is equal to 100 percent of the sum of the Before-Tax, Roth 401(k), and After-Tax Contributions, not in excess of 4 percent of Compensation, made on behalf of, or by, each Participant during such payroll period; provided, however, that no Match Contributions made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV. Company Match Contributions will be made by the Company in the form of cash.

3.6

Nonelective Employer Contributions. With respect to each applicable payroll period, the Employer will contribute as soon as reasonably possible to the Trust as a Nonelective Employer Contribution for investment in accordance with Section 6.1 of the Plan and allocate to the Account of each Participant who is an Active Participant during such payroll period an amount that is equal to 3 percent of such Participant’s Compensation during such payroll period; provided, however, that no Nonelective Employer Contribution made with respect to a year on behalf of a Participant may exceed the limitations set forth in Article IV.

3.7	Rollover Contributions.

(a)

Any Participant may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Plan the assets in cash which constitute such Rollover Contribution, provided that such Rollover Contribution meets such conditions as the Plan Administrator may establish. The Trustee will allocate and post to the Rollover Account of such Participant the amount of such Rollover Contribution. No Rollover Contribution by a Participant pursuant to this Section will be deemed to be a contribution of such Participant for purposes of Article IV.

(b)

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

(c)

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

(d)

The Plan will accept a rollover contribution to the Roth 401(k) Rollover Account of a Participant only if it is a direct rollover from a designated Roth account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code. The Plan Administrator may establish rules and procedures for a rollover to the Roth 401(k) Rollover Accounts of Participants. A Participant’s Roth 401(k) Rollover Account, Roth 401(k) Account, and Roth In-Plan Rollover Account shall be treated as a single contract for purposes of applying Code Section 72 to distribution from any such Account.

3.8	Qualified Nonelective Contributions and Qualified Matching Contributions.

(a)

General Application. To the extent and in such amounts as the Plan Administrator, in its sole discretion, deems desirable to help satisfy the actual deferral percentage test and/or the actual contribution percentage test for any Plan Year or for other purposes permitted under applicable laws, regulations, or government agency guidance, the Employer shall make a Qualified Nonelective Contribution and/or a Qualified Matching Contribution for a Plan Year, allocable as described herein or as required by the relevant laws, regulations, or government agency guidance.

(b)

QNEC Vesting and Distribution Rules. “Qualified Nonelective Contribution” or “QNEC” shall mean an Employer contribution, other than an After-Tax, Before-Tax, Match, or Roth 401(k) Contribution, that, except as provided otherwise in Treasury Regulation Section 1.401(k)-1(c) and (d), satisfies the requirements of Treasury Regulation Section 1.401(k)-1(c) and (d) as though the QNEC was an elective contribution, without regard to whether the QNEC is actually taken into account under the actual deferral percentage test or the actual contribution percentage test. Thus,

(1)

A Participant is always 100% vested in any QNECs contributed to his Account under the Plan.

(2)

QNECs shall be subject to the same withdrawal and distribution limitations that apply to Before-Tax Contributions made under the Plan; provided, however, that QNECs may not be distributed on account of hardship.

(c)

QMAC Vesting and Distribution Rules. “Qualified Matching Contribution” or “QMAC” shall mean a matching contribution that, except as provided otherwise in Treasury Regulation Section 1.401(k)-1(c) and (d), satisfies the requirements of Treasury Regulation Section 1.401(k)-1(c) and (d) as though the contribution was an elective contribution, without regard to whether the contribution is actually taken into account under the actual deferral percentage test or the actual contribution percentage test. Thus,

(1)

A Participant is always 100% vested in any QMACs contributed to his Account under the Plan, except as provided in Treasury Regulation Section 1.401(k)-2(b)(4)(iii).

(2)

QMACs shall be subject to the same withdrawal and distribution limitations that apply to Before-Tax Contributions made under the Plan; provided, however, that QMACs may not be distributed on account of hardship.

(d)

Investment. QNECs and QMACs shall be subject to the same Investment Elections that apply to a Participant’s Account.

(e)

Loans. Participants may borrow any amount attributable to QNECs or QMACs under the Plan’s loan provisions.

(f)

Contribution Limits. QNECs and QMACs shall be treated as nonelective contributions made by the Employer for purposes of applying any contribution limitations under the Plan or the Internal Revenue Code.

(g)

QNEC Allocation. The Plan Administrator may cause QNECs to be contributed on behalf of, and allocable to, the Participants described in this subsection, with respect to a Plan Year, in the minimum amount necessary to satisfy the actual deferral percentage test and/or the actual contribution percentage test. As of the last day of each Plan Year for which the Employer makes (or is deemed to have made) QNECs, each Participant who is eligible to receive an allocation of QNECs for such Plan Year shall have allocated and credited to his Account a portion of the QNECs made for such Plan Year by the Employer. For purposes hereof, “eligible non-highly compensated employee” shall mean an Employee who is a Non-Highly Compensated Employee and who is taken into account in performing the actual deferral percentage or actual contribution percentage test which the QNEC is intended to help correct.

QNECs shall be allocated to the Account of some or all individuals, (i) who at any time during the Plan Year are or were active Participants, (ii) who were taken into account in performing the actual deferral percentage or actual contribution percentage tests which the QNEC is intended to help correct, and (iii) who are Non-Highly Compensated Employees, beginning with the eligible non-highly compensated employee with the lowest Compensation, up to the greater of 5% or 2 times the Plan’s representative contribution rate (as defined in Treasury Regulation Section 1.401(k)-2(a)(6)(iv)), and continuing with successive individuals or groups of such Participants in the same manner until the QNEC is fully allocated.

(h)

QMAC Allocation. The Plan Administrator may cause QMACs to be contributed on behalf of, and allocable to, the Participants described in this subsection, with respect to a Plan Year, in the minimum amount necessary to satisfy the actual deferral percentage test and/or the actual contribution percentage test. As of the last day of each Plan Year for which the Employer makes (or is deemed to have made) QMACs, each Participant who is eligible to receive an allocation of QMACs

for such Plan Year shall have allocated and credited to his Account a portion of the QMACs made for such Plan Year by the Employer. For purposes hereof, “eligible non-highly compensated employee” shall mean an Employee who is a Non-Highly Compensated Employee and who is taken into account in performing the actual deferral percentage or actual contribution percentage test which the QMAC is intended to help correct.

QMACs shall be allocated to the Account of each eligible non-highly compensated employee, in the same proportion that (i) such eligible non-highly compensated employee’s Plan Year Before-Tax, Roth 401(k), and After-Tax Contributions that do not exceed the maximum amount of Before-Tax, Roth 401(k), and After-Tax Contributions taken into account in determining Match Contributions for such Plan Year bears to (ii) the total of all such eligible non-highly compensated employees’ Plan Year Before-Tax, Roth 401(k), and After-Tax Contributions (calculated by taking into account for such eligible non-highly compensated employees only the maximum amount of Before-Tax, Roth 401(k), and After-Tax Contributions taken into account in determining Match Contributions for such Plan Year).

3.9	Roth In-Plan Rollover Contributions.

(a)

General Application. The Plan will permit Roth In-Plan Rollover Contributions as described in Section 402A(c)(4) of the Code.

(b)

Contribution Election. A Participant may make an irrevocable election to contribute a vested amount (i) that is distributable from the Plan (other than from a Roth 401(k) Account, a Roth 401(k) Rollover Account, or a distributable loan) or (ii) that is part of an After-Tax Account, a Before-Tax Account, an After-Tax Rollover Account, a Before-Tax Rollover Account, or a Nonelective Employer Contribution Account, even if such amount is not currently distributable from the Plan, as an Eligible Rollover Distribution to a Roth In-Plan Rollover Account in accordance with rules and procedures established by the Plan Administrator. Such election shall not apply to any amount that has been distributed from the Plan. Such contribution shall be made in-kind.

(c)

Separate Accounting. Contributions and withdrawals of Roth In-Plan Rollover Contributions will be credited and debited to the Roth In-Plan Rollover Account maintained for each Participant. Notwithstanding the foregoing, a Participant’s Roth In-Plan Rollover Account, Roth 401(k) Account, and Roth 401(k) Rollover Account shall be treated as a single contract for purposes of applying Code Section 72 to distributions from any such Account.

(d)

Tax Consequences. The amount of a Roth In-Plan Rollover Contribution that would be includible in a Participant’s gross income if the amount were rolled over to a Roth IRA must be included in the Participant’s gross income. Code Section 72(t) shall not apply to a Roth In-Plan Rollover Contribution; provided, however, if a Roth In-Plan Rollover Contribution Account is distributed within the five-taxable-year period beginning with the first day of the Participant’s taxable year in which the Roth In-Plan Rollover Contribution was made, the amount distributed is treated as includible in gross income for the purpose of applying Code Section 72(t) to the distribution.

(e)

Direct Rollovers.

(1)

Notwithstanding Section 10.8 of the Plan, a direct rollover of a distribution from a Roth In-Plan Rollover Account under the Plan will only be made to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

(2)

Eligible Rollover Distributions from a Participant’s Roth In-Plan Rollover Account are taken into account in determining whether the total amount of the Participant’s Account balance under the Plan exceeds $7,000 for purposes of mandatory distributions from the Plan.

(f)

Additional Rules.

(1)

No Roth In-Plan Rollover Contribution made by a Participant pursuant to this Section will be deemed to be a contribution of such Participant for purposes of Article IV.

(2)

A distributable amount that is contributed pursuant to an Roth In-Plan Rollover Contribution is not treated as a distribution for purposes of Code Sections 72(p), 401(a)(11), 411(a)(11), or 411(d)(6)(B)(ii).

(3)

Roth In-Plan Rollover Accounts are available for loans pursuant to the provisions of Article VIII.

(4)

An individual who is a resident of Puerto Rico and who is subject to the income tax laws of Puerto Rico may not make a Roth In-Plan Rollover Contribution.

(5)

Notwithstanding anything to the contrary herein, any Roth In-Plan Rollover Contribution made from an amount that is not currently distributable and any applicable earnings thereon shall remain subject to the distribution restrictions that were applicable to that amount before the Roth In-Plan Rollover Contribution.

3.10	Election Procedures.

(a)

A Participant’s election to make Before-Tax Contributions, Roth 401(k) Contributions, and After-Tax Contributions will continue in effect (with automatic adjustment for any change in his Compensation) until changed or terminated pursuant to procedures established by the Plan Administrator, suspended under the terms of this Plan, or until the Participant ceases to be paid as an Eligible Employee. A Participant’s Before-Tax Contributions, Roth 401(k) Contributions, and After-Tax Contributions will cease for a Plan Year after the Participant’s Plan Year-to-date Compensation reaches the applicable compensation limit under Section 401(a)(17) of the Code, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.

(b)

In the event of a mistake by either the Employer or the Plan Administrator regarding the amount of a Participant’s Before-Tax Contributions, Roth 401(k) Contributions, or After-Tax Contributions during a Plan Year, the Employer may permit, in its sole discretion, contributions in excess of the 80 percent limit set forth in Sections 3.1, 3.3, and 3.4 to be made for 1 or more payroll periods during such Plan Year, but only to the extent required for such contributions for the Plan Year to equal what they would have been in the absence of the mistake.

(c)

A Participant’s election to make Before-Tax Contributions, Roth 401(k) Contributions, and After-Tax Contributions may be limited pursuant to procedures established by the Plan Administrator for purposes of complying with any tax, deferral, or other withholding obligations or elections with respect to such Participant’s Compensation.

3.11

Employer Contribution on Return from Qualified Military Leave. If an Employee: (i) was absent from employment for qualified military service with the armed forces of the United States on or after July 1, 2024, (ii) returns to employment with the Employer within the period required by the Uniformed Services Employment and Reemployment Act of 1994, or any successor statute, and (iii) was eligible to participate in the Plan at the commencement of the qualified military leave, then following his return to employment with the Employer, the Employer will contribute to the Trust, as soon as administratively practicable following the Employee’s return from qualified military leave, (i) an amount determined under this Section 3.12 as a contribution to the Participant’s Match Account and invested in accordance with Section 6.1 of the Plan, and (ii) an amount determined under this Section 3.12 as a contribution to the Participant’s Nonelective Employer Contribution Account and invested in accordance with Section 6.1 of the Plan. The amount of the contribution to the Participant’s Match Account will equal the maximum Match Contribution the Employee would have been entitled to under the Plan had the Employee not been on qualified military leave and been contributing to the Plan during the leave period at a rate which would have entitled the Employee to the highest possible Match Contribution, reduced by the Match Contribution actually made on behalf of the Employee during the leave period. The amount of the contribution to the Participant’s Nonelective Employer Contribution Account will equal the Nonelective Employer Contribution the Employee would have been entitled to under the Plan had the Employee not been on qualified military leave, reduced by the Nonelective Employer Contribution actually made on behalf of the Employee during the leave period. However, no contribution under this Section 3.12 made with respect to a year on behalf of a Participant may exceed the

limitations under Section 415 of the Code applicable to the year to which the missed Match Contribution and/or Nonelective Employer Contribution relates. The missed compensation to be considered for purposes of calculating the contribution under this Section 3.12 will be the Employee’s compensation as that term is defined under Section 414(u)(7) of the Code, reduced by Compensation actually paid to the Employee during the leave period. The contribution under this Section will be in satisfaction of any amount otherwise required to be contributed by the Employer pursuant to Section 414(u) of the Code or Section 2.7 of the Plan.

3.12

Employer Contribution Upon Death or Disability During Qualified Military Service. If a Participant dies or becomes Disabled on or after July 1, 2024 while performing qualified military service (as defined in Code Section 414(u)), such Participant shall be treated as if he has resumed employment with the Employer in accordance with the Uniformed Services Employment and Reemployment Act of 1994, or any successor statute, on the day preceding his death or Disability (as the case may be) and terminated employment on the actual date of death or Disability. As such, the Employer will contribute to the Trust, as soon as administratively practicable following the Participant’s death or Disability, (i) an amount determined under this Section as a contribution to the Participant’s Match Account and invested in accordance with Section 6.1 of the Plan, and (ii) an amount determined under this Section as a contribution to the Participant’s Nonelective Employer Contribution Account and invested in accordance with Section 6.1 of the Plan. The amount of the contribution to the Participant’s Match Account will be determined on the basis of the Participant’s average actual employee contributions or elective deferrals for the lesser of (i) the 12-month period of service with the Employer immediately prior to the qualified military service, or (ii) if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer. The amount of the contribution to the Participant’s Nonelective Employer Contribution Account will be determined on the basis of the Participant’s compensation, as that term is defined under Section 414(u)(7) of the Code, for the lesser of (i) 12 months, or (ii) the actual length of continuous service with the Employer.

ARTICLE IV

LIMITATION ON CONTRIBUTIONS

4.1	Limit on Before-Tax and Roth 401(k) Contributions. The aggregate elective deferrals (as defined in Section 402(g)(3) of the Code) made on behalf of each Participant under the Plan for any Plan Year will not exceed:

(a)

the Contribution Dollar Limit, reduced by:

(b)

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

(1)

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

(2)

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

(3)

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

(4)

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

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

4.2	Actual Deferral Percentage Test.

(a)

The Plan will satisfy the actual deferral percentage test set forth in Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-1(b), the provisions of which (and any subsequent Internal Revenue Service guidance issued thereunder) are incorporated herein by reference (including, at the election of the Employer, the making of qualified nonelective contributions, as defined in Section 401(m)(4)(C) of the Code and subject to the requirements of Treasury Regulation Section 1.401(k)-2 and any subsequent regulatory guidance, and any qualified matching contributions, as defined in Treasury Regulation Section 1.401(k)-6 and

subject to the requirements of Treasury Regulation Section 1.401(k)-2 and any subsequent regulatory guidance, to be treated as Before-Tax Contributions hereunder), each as modified by subsection (b), below. In accordance with Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-1(b), as modified by subsection (b), below, the actual deferral percentage for HCEs for any Plan Year will not exceed the greater of:

(1)

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

(2)

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

(b)

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

(1)

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

(2)

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

(3)

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

(4)

Additional Before-Tax or Roth 401(k) Contributions made pursuant to Section 414(u) of the Code by reason of a Participant’s qualified military service are not taken into account under this Section for the Plan Year for which the contributions are made, or for any other Plan Year.

4.3	Actual Contribution Percentage Test.

(a)

The Plan will satisfy the actual contribution percentage test set forth in Section 401(m)(2) of the Code and Treasury Regulation Section 1.401(m)-1(b), the provisions of which (and any subsequent Internal Revenue Service guidance issued thereunder) are incorporated herein by reference (including, at the election of the Employer, the making of qualified nonelective contributions, as defined in Section 401(m)(4)(C) of the Code and subject to the requirements of Treasury Regulation Section 1.401(m)-2 and any subsequent regulatory guidance, and any qualified matching contributions, as defined in Treasury Regulation Section 1.401(k)-6 and subject to the requirements of Treasury Regulation Section 1.401(m)-2 and any subsequent regulatory guidance, to be treated as Before-Tax Contributions hereunder), each as modified by subsection (b), below. In accordance with Section 401(m)(2) of the Code and Treasury Regulation Section 1.401(m)-1(b), as modified by subsection (b), below, the actual contribution percentage for HCEs for any Plan Year will not exceed the greater of:

(1)

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

(2)

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

(b)

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

(1)

The limit imposed by the actual contribution percentage test will apply only to HCEs and NHCEs who are not covered by an agreement that the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and an Employer.

(2)

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

(3)

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

4.4	Maximum Contributions.

(a)

In addition to any other limitation set forth in the Plan and notwithstanding any other provision of the Plan, in no event will the annual additions allocated to a Participant’s Account under the Plan, together with the aggregate annual additions allocated to the Participant’s accounts under all other defined contribution plans required to be aggregated with the Plan under the provisions of Section 415 of the Code, exceed the lesser of (i) $40,000 (as adjusted by Code Section 415(d) and related Treasury regulations) or (ii) 100 percent of the Participant’s compensation, which is the maximum amount permitted under Section 415 of the Code, the provisions of which are incorporated herein by reference.

(b)

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

(1)

All other defined contribution plans in which the Participant participated and with which the Plan is aggregated for purposes of Section 415 of the Code, in an order based on the reverse chronology of the annual additions to the plans, beginning with the last annual addition and ending with the first annual addition; and

(2)

The Plan.

4.5

Imposition of Limitations. Notwithstanding anything contained in the Plan to the contrary, the Plan Administrator may, in his sole discretion, limit the amount of a Participant’s Before-Tax Contributions, Roth 401(k) Contributions, and After-Tax Contributions during a Plan Year to the extent that he determines that the imposition of such a limit is necessary or appropriate to ensure that the Plan will satisfy the requirements of this Article. Any such limitation may be imposed on a Participant at any time and without advance notice to the Participant, and regardless of whether the Participant is covered by a collective bargaining agreement between employee representatives and an Employer. The Plan Administrator can impose limitations beyond those that are absolutely necessary to satisfy the requirements of this Article and may, in his sole discretion, impose more restrictive limitations that are designed to enable the Plan to satisfy those requirements by a reasonable margin. Notwithstanding anything contained in the Plan to the contrary, in the event that the Contributions to be allocated to a Participant for a particular payroll period would cause the limitations of Section 4.4 to be exceeded with respect to a Participant, the Match or Nonelective Employer Contributions which otherwise would be made with respect to such Participant for such period will be first reduced or eliminated so that the limitations of Section 4.4 are not exceeded.

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

(a)

If a Participant’s Before-Tax Contributions, Roth 401(k) Contributions, or After-Tax Contributions cause the annual additions allocated to a Participant’s Account to exceed the limit imposed by Section 4.4, such excess contributions (plus or minus any gains or losses thereon) will be returned to the Participant in the following order: (i) After-Tax Contributions for which no Match Contributions were made; (ii) Before-Tax Contributions for which no Match Contributions were made; (iii) Roth 401(k) Contributions for which no Match Contributions were made; (iv) After-Tax Contributions for which Match Contributions were made; (v) Before-Tax Contributions for which Match Contributions were made; and (vi) Roth 401(k) Contributions for which Match Contributions were made. Contributions returned pursuant to this subsection (a) will be disregarded in applying the limits imposed by Sections 4.1 through 4.3.

(b)

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

(1)

Not later than the first January 31 following the close of the Plan Year, the Participant may allocate to the Plan all or any portion of the Participant’s excess deferrals for the Plan Year (provided that the amount of the excess deferrals allocated to the Plan will not exceed the amount of the Participant’s Before-Tax and Roth 401(k) Contributions to the Plan for the Plan Year that have not been withdrawn or distributed) and will notify the Plan Administrator of any amount allocated to the Plan.

(2)

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

(3)

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

(c)

After any excess annual additions (plus or minus any gains or losses thereon) with respect to a Plan Year have been distributed as provided in subsection (a) above, after any excess deferrals (plus or minus any gains or losses thereon) with respect to a Plan Year have been distributed as provided in subsection (b) above, and after any action pursuant to Section 4.5 with respect to the Plan Year has been taken, if the actual deferral percentage for the Plan Year of HCEs exceeds the limit imposed by Section 4.2, the following rules apply:

(1)

(A)

The amount of the excess contributions (determined in accordance with Section 401(k)(8)(B) of the Code and subparagraph (3), below), plus or minus any gains or losses thereon through the end of the Plan Year in which such excess contributions were made, will be distributed to HCEs, beginning with the HCE with the highest dollar amount of Before-Tax and Roth 401(k) Contributions for the Plan Year in an amount required to cause that HCE’s Before-Tax and Roth 401(k) Contributions to equal the dollar amount of the Before-Tax and Roth 401(k) Contributions of the HCE with the next highest dollar amount of Before-Tax and Roth 401(k) Contributions (or in such lesser amount that is equal to the total amount of excess contributions). The process described in the preceding sentence will continue until the reduction equals the total excess contributions made to the Plan.

(B)

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

(C)

The gains or losses on excess contributions will be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Participant’s Before-Tax or Roth 401(k) Account by the following fraction:

(i)

The numerator of the fraction will be the amount of the excess contributions.

(ii)

The denominator of the fraction will be the value of the Participant’s Before-Tax or Roth 401(k) Account as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Participant’s Before-Tax or Roth 401(k) Account for the Plan Year.

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

(2)

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

(3)

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

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

(d)

If a Participant’s Before-Tax Contributions, Roth 401(k) Contributions, or After-Tax Contributions (plus or minus any gains or losses thereon) are returned to him pursuant to the provisions of this Section, any Match Contributions (plus or minus any gains or losses thereon) with respect to such returned Before-Tax Contributions, Roth 401(k) Contributions, or After-Tax Contributions will be immediately forfeited. Any such forfeitures will be applied to reduce the Company’s obligation to make Match Contributions pursuant to Article III.

(e)

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

(1)

(A)

The amount of the excess aggregate contributions for the Plan Year (determined in accordance with Section 401(m)(6)(B) of the Code and subparagraph (3), below), plus or minus any gains or losses thereon through the end of such Plan Year, will be distributed (or, if forfeitable, will be forfeited) as soon as practicable and in any event before the close of the Plan Year following the close of the Plan Year with respect to which the excess aggregate contributions were made.

(B)

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

(i)

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

(ii)

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

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

(2)

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

(3)

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

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

4.7

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

4.8

Catch-Up Contributions. Notwithstanding anything in this Plan to the contrary, all Eligible Employees who attain age 50 before the close of the taxable year will be eligible to make additional Before-Tax Contributions and/or Roth 401(k) Contributions as catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code, the provisions of which are hereby incorporated herein by reference. Such catch-up contributions will not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code, and will not be subject to the requirements of Section 4.6. The Plan will not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 410(b), or 416 of the Code by reason of the making of such catch-up contributions.

4.9

Definition of Compensation. For purposes of applying the limitations described in this Article IV, “compensation” shall mean Code Section 3401(a) wages as defined in Treasury Regulation Section 1.415(c)-2(d)(3). Compensation shall include payments made by the later of 2 1/2 months after the Participant’s severance from employment or the end of the limitation year that includes the date of such severance if, absent a severance from employment, such payments would have been paid to the Participant while the Participant continued in employment with the Company and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime and shift differential), commissions, incentive compensation, or other similar compensation. For purposes of applying the limitations described in this Article IV, compensation paid or made available during such Plan Year or limitation year will include any differential wage payments (as defined in Code Section 3401(h)(2)) made to an Employee by the Employer to the extent required by Code Section 414(u)(12). This provision will also apply for purposes of Section 1.44 (“Highly Compensated Eligible Employee”) and Article XVII (“Special Top-Heavy Rules”) of the Plan.

ARTICLE V

ACCOUNTING FOR PARTICIPANTS’

ACCOUNTS AND FOR INVESTMENT OPTIONS

5.1	Individual Participant Accounting.

(a)

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

(1)

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

(2)

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

(3)

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

(b)

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

(c)

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

(d)

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

(e)

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

5.2	Accounting for Investment Options.

(a)

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

(b)

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

5.3

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

(a)

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

(b)

Withdrawals and Forms of Payment. Payment to a Beneficiary may be made as provided herein. An Alternate Payee will receive payment of the amount specified in the QDRO as soon as administratively possible, regardless of whether the Participant is an Employee, unless the QDRO specifically provides that payment be delayed, including at the election of the Alternate Payee. Payment may be made in the same forms as are available to the Participant with respect to whom the QDRO has been obtained, to the extent provided in the QDRO. If an Alternate Payee is entitled to $1,000 or less at any time, including after payments hereunder have commenced, the Alternate Payee’s benefit under a QDRO will be paid as a single sum, pursuant to such procedures as may be established by the Plan Administrator.

(c)

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

(d)

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

5.4

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

ARTICLE VI

INVESTMENT OPTIONS AND ELECTIONS

6.1	Investment of Contributions.

(a)

Investment Elections. Each Participant may direct the Plan Administrator, by submission to the Plan Administrator of an Investment Election, to invest Contributions (and loan repayments) posted to his Accounts and other amounts allocated and posted to the Participant’s Accounts in one or more Investment Options; provided, however, that Investment Elections may only be accepted for Rollover Contributions to the extent allowed by the Plan Administrator. In the absence of an Investment Election, and subject to such rules as the Plan Administrator may make, Contributions (and loan repayments) will be invested in a Target Date Fund based on the Participant’s age and expected retirement date (assumed to be such Participant’s Normal Retirement Date), rounded to the nearest Target Date Fund offered under the Plan. Such Target Date Fund is intended to be a “qualified default investment alternative” as described in Department of Labor Regulation Section 2550.404c-5(e). This provision shall have no effect on existing fund balances.

(b)

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

6.2	Investment of Accounts.

(a)

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

(b)

Effective Date of Exchange Election. An Exchange Election to change a Participant’s investment of his Accounts in one Investment Option to another Investment Option will be effective with respect to such Investment Options on the Trade Date(s) which relates to the Sweep Time on which or prior to which the Exchange Election is received and not revoked pursuant to procedures specified by the Plan Administrator. Notwithstanding the foregoing, and except as provided in

Section 12.1 below, an Exchange Election made with respect to the Account balance of a Participant who dies on or after the effective date will not be valid if it is made after such time that is established by the Plan Administrator following the date the Plan Administrator is notified of such Participant’s death.

(c)

Delayed Effective Date. Notwithstanding any provision of this Section to the contrary, if the sell portion of an Exchange Election cannot be processed due to a problem in the market, a liquidity shortage in an Investment Option or disruption of other sell or buy orders in another Investment Option, the buy portion of the Exchange Election will not be processed on a Trade Date until the sell transaction can be processed.

6.3	Investment Options. The Investment Committee may:

(a)

select, add, monitor, and remove or take similar actions with respect to Investment Options offered under the Plan;

(b)

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

(c)

add funding vehicles under an Investment Option; or

(d)

direct Trustees, Investment Managers, or other third-parties to liquidate, consolidate, or otherwise reorganize an existing Investment Option.

Notwithstanding anything to the contrary herein, the Company Stock Fund is an Investment Option that the Plan Sponsor, in its settlor capacity, expressly intends to be an ongoing, fundamental feature of the Plan’s design that provides Participants with the opportunity to invest in Company Stock. The Investment Committee may remove the Company Stock Fund as an Investment Option only to the extent it determines that continuing to offer the Company Stock Fund would breach the Investment Committee’s fiduciary duties under ERISA.

6.4

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

6.5

Restricted Investment Options. Notwithstanding anything contained herein to the contrary: (i) purchases and sales in the Company Stock Fund will be restricted for Participants subject to applicable statutory, stock exchange, or Company trading restrictions; and (ii) amounts invested hereunder will be subject to such restrictions as may be imposed by (I) the issuer of securities to an Investment Option, or (II) the investment manager or advisor of such Investment Option.

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

6.6

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

6.7

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

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

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

6.10

Diversification. The Plan is intended to comply with the requirements of Code Section 401(a)(35). If any portion of the Member’s Account is invested in the Company Stock Fund, then the Member may direct the Plan Administrator to divest such Company Stock Fund investment from his or her Account and reinvest an equivalent amount in other Investment Options.

ARTICLE VII

VESTING AND FORFEITURES

7.1	Vesting in Nonelective Employer Contribution and Match Accounts. Except as provided in Section 7.2, an Active Participant will be 100 percent vested in his Nonelective Employer Contribution and Match Accounts if:

(a)

he is credited with at least 3 years of Service;

(b)

he attains age 65 (even if he becomes an Employee after attaining age 65);

(c)

he is involuntarily terminated while Disabled;

(d)

he dies;

(e)

his employment with each Commonly Controlled Entity is terminated and:

(1)

such termination is involuntary and results from the sale or other disposition of all or part of an Employer to a person or entity which is not a Commonly Controlled Entity; or as a result of the closing of, or the cessation of operations at, a facility;

(2)

under the terms of a written voluntary or involuntary severance plan of general application duly adopted by the Company, regardless of whether a release, as required under such plan, is executed by the Participant; or

(3)

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

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

(f)

as described in Section 11.1(a), he was ever 100% vested in his Nonelective Employer Contribution Account and his Match Account.

7.2	Vesting in Before-Tax, Roth 401(k), After-Tax, Rollover, and Roth In-Plan Rollover Accounts. A Participant is always 100 percent vested in his Before-Tax, Roth 401(k), After-Tax, Rollover, and Roth In-Plan Rollover Accounts.

7.3	Forfeitures.

(a)

If any portion of an Inactive Participant’s Nonelective Employer Contribution Account or Match Account is not vested, such portion will be forfeited as follows:

(1)

If the Inactive Participant receives a withdrawal of his entire vested interest in his Account, the non-vested portion of such Account will be forfeited upon the complete withdrawal of such vested interest, subject to the possibility of reinstatement as provided in Section 11.2. For purposes of this subsection (a), if the value of the Inactive Participant’s vested interest in such Account balance is zero, the Inactive Participant will be deemed to have received a withdrawal of his vested interest immediately following his Severance from Service. Provided however, that if the value of an Inactive Participant’s vested interest in his Nonelective Employer Contribution and Match Account balances is zero, a Participant will not be deemed to have received a withdrawal of his vested interest in such Account following Severance from Service unless his Before-Tax and Roth 401(k) Accounts are distributed.

(2)

The non-vested portion of an Inactive Participant’s Nonelective Employer Contribution Account or Match Account will be forfeited after the Participant has incurred a Break in Service of 7 consecutive 12-month periods. The remaining vested portion of the Participant’s Nonelective Employer Contribution Account or Match Account will be nonforfeitable and segregated from the Participant’s Nonelective Employer Contribution Account or Match Account for so long as the Nonelective Employer Contribution Account or Match Account is not fully vested and such aggregated, vested portion of the Nonelective Employer Contribution Account or Match Account will no longer be subject to this Article if the Inactive Participant subsequently becomes an Active Participant.

(b)

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

(c)

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

7.4

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

7.5	Qualified Military Service. If a Participant dies on or after July 1, 2024 while performing qualified military service (as defined in Code Section 414(u)), the Participant will be 100 percent vested in his Nonelective Employer Contribution Account and his Match Account.

ARTICLE VIII

PARTICIPANT LOANS

8.1

Participant Loans Permitted. An Active Participant will be eligible for a loan with respect to all of his Accounts except for his Nonelective Employer Contribution Account pursuant to this Article VIII only to the extent: (i) the Participant will not be in default on the loan under Section 8.9 immediately after the loan is made; and (ii) in the case of a Participant who has previously defaulted on a loan (other than a Participant whose outstanding loan balance was repaid in full in accordance with Section 8.10(c) or who received the defaulted loan in an actual (not deemed) distribution), the defaulted loan (plus interest accrued from the date of the default) has been repaid in full. All loan limits are determined as of the Trade Date as of which the loan is funded. The funds will be disbursed to the Participant as soon as is administratively possible after the next following Settlement Date.

8.2	Loan Funding Limits. The loan amount must be within the following limits:

(a)

Plan Maximum Limit. Subject to the legal limit described in (b) below, the maximum a Participant may borrow, including the outstanding balance of existing Plan loans, is 50 percent of the vested portion of his Account, disregarding your Nonelective Employer Contribution Account and any amount subject to a QDRO.

(b)

Legal Maximum Limit. The maximum a Participant may borrow, including the outstanding balance of existing loans, is based upon the value of his vested interest, excluding his Nonelective Employer Contribution Account, in this Plan and all other qualified plans maintained by any Commonly Controlled Entity (the “Vested Interest”). The maximum amount is equal to 50 percent of his Vested Interest, not to exceed $50,000. However, the $50,000 amount is reduced by the Participant’s highest outstanding balance of all loans from any Commonly Controlled Entity’s qualified plans during the 12-month period ending on the day before the Trade Date on which the loan is made.

(c)

Loan Minimum Limit. The minimum amount a Participant can borrow with respect to each loan at any time is $1,000.

8.3	Maximum Number of Loans. A Participant may have only 2 loans outstanding from the Plan and all other Commonly Administered Plans at any time.

8.4

Source of Loan Funding. A loan to a Participant will be made solely from the assets of his own Accounts. The available assets will be determined first by Contribution Account. The hierarchy for loan funding by type of Contribution Account will be determined in accordance with procedures established by the Plan Administrator. Within each Account used for funding, amounts will be taken by Investment Option in direct proportion to the market value of the Participant’s interest in each Investment Option as of the Trade Date on which the loan is made, unless the Participant elects otherwise.

8.5

Interest Rate. A Participant loan shall bear interest at a rate established and communicated by the Plan Administrator to provide the Plan with a rate of return commensurate with prevailing interest rates charged on similar commercial loans by persons in the business of lending money; provided, however, that the interest rate to be charged to a Participant who is on a qualified military leave of absence as described in Section 8.12 will not exceed 6%.

8.6

Repayment. Substantially level amortization will be required of each loan with payments made at least monthly. Loans may be prepaid in full or in part at any time. The loan repayment period will be as mutually agreed upon by the Participant and the Plan Administrator, not to exceed 5 years or 15 years if the loan is used by the Participant to acquire the Participant’s principal residence.

8.7

Reinvestment of Repayments. Loan payments will be invested in Investment Options based upon the Participant’s current Investment Election for that Account except that the current Investment Election in effect for Before-Tax, Roth 401(k), and After-Tax Contributions will also be applied for amounts posted to the Participant’s Match, Roth In-Plan Rollover, QNEC, QMAC, and Rollover Accounts.

8.8

Loan Application, Note, and Security. A Participant must apply for any loan in accordance with the procedures established by the Plan Administrator. The Plan Administrator will administer Participant loans and will specify the time frame for approving loan applications. All loans will be evidenced by a promissory note and security agreement and secured only by up to 50 percent of a Participant’s vested Account balance determined immediately after the origination of the loan. The Plan will have a lien on such portion of a Participant’s Account to the extent of any outstanding loan balance. Each such note will constitute an asset of each of the Accounts from which the source of the loan originated. Likewise, each security agreement will represent a liability of each of the Accounts, but only to the extent that the note constitutes an asset of such Account.

8.9

Default.

(a)

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

(1)

the Participant’s death;

(2)

the Participant’s failure to make the equivalent of 1 month’s payment of principal and interest on the loan;

(3)

the Participant misses less than 1 month’s repayment but the loan’s term cannot be extended to recover these repayments without extending its term beyond 5 years;

(4)

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

(5)

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

(6)

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

(7)

the termination of the Plan.

8.10	Foreclosure.

(a)

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

(b)

If full repayment does not happen under Section 8.10(a), the Participant’s nonforfeitable interest in his Account securing the loan will be applied immediately, to the extent lawful, when and to the extent the Participant’s Account is then available for withdrawal in accordance with the applicable provisions of the Plan, to pay the entire outstanding balance of the loan (together with accrued and unpaid interest).

(c)

Notwithstanding the foregoing, no portion of the Participant’s Before-Tax or Roth 401(k) Account, or other Accounts which are not available to be withdrawn, will be withdrawn or applied to pay an outstanding loan before the date on which it is otherwise withdrawable under the Plan. In the event of a default and failure to repay under Section 8.10(a), the Plan Administrator will direct the Trustee to report the unpaid balance of the loan (less amounts withdrawn under Section 8.10(b)) as a taxable distribution. To the extent that the Participant’s nonforfeitable interest in his Account securing the loan has not been applied under Section 8.10(b) to pay the entire outstanding balance of the loan (together with accrued and unpaid interest), (i) the loan may be repaid, (ii) the loan will be considered outstanding for purposes of Section 8.3, and (iii) any repayment will be allocated and posted to the Participant’s After-Tax Account and treated as an After-Tax Contribution (other than for purposes of Article IV).

(d)

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

8.11	Spousal Consent. Spousal Consent will not be required for any loan.

8.12

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

8.13	Hurricane Disaster Relief. Special loan provisions may apply to a Participant whose principal residence is in a federally-declared disaster area pursuant to procedures adopted by the Plan Administrator.

ARTICLE IX

WITHDRAWALS

9.1

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

9.2

Withdrawals from Rollover Account and Roth In-Plan Rollover Account. By applying to the Plan Administrator in the form and manner prescribed by the Plan Administrator, an Active Participant may elect to withdraw any portion, up to the entire value of his Rollover Account and/or Roth In-Plan Rollover Account. Any withdrawal from an After-Tax Rollover Account will be taken pursuant to the rules set forth in Section 9.1. Any withdrawal from a Roth In-Plan Rollover Account will be subject to Section 3.9(d). The funds used to finance a withdrawal described in this Section will be derived from the Participant’s Accounts in accordance with procedures established by the Plan Administrator.

9.3

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

9.4	Withdrawals from Before-Tax and Roth 401(k) Accounts for Hardship.

(a)

Subject to the provisions of this Section, an Active Participant may apply to the Plan Administrator in the form and manner prescribed by the Plan Administrator, for a withdrawal from his Before-Tax and/or Roth 401(k) Account excluding any earnings posted to his Before-Tax and/or Roth 401(k) Account; provided that he has first withdrawn the total value of his After-Tax Account, the total value of his Rollover Account, and, to the extent the Participant is vested, the total value of his Match Account pursuant to Sections 9.1, 9.2, and 9.3.

(b)

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

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

(1)

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

(2)

the payment of expenses for medical care described in Section 213(d) of the Code previously incurred by the Participant, the Participant’s Spouse, or any dependents of the Participant (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B) of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);

(3)

payment of tuition and related educational fees and room and board expenses for the next 12 months of post-secondary education for the Participant, his Spouse, children, or dependents (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B) of the Code);

(4)

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

(5)

the payment of funeral or burial expenses for the Participant’s Spouse or any dependents of the Participant (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B) of the Code);

(6)

the expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income); or

(7)

the expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster.

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

(1)

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

(2)

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

(3)

the Contribution Dollar Limit for the taxable year immediately following the taxable year in which the financial hardship withdrawal is received will be reduced by the Before-Tax and Roth 401(k) Contributions for the taxable year in which the financial hardship withdrawal is received.

9.5

Withdrawals from Before-Tax Account and Roth 401(k) Account for Other Reasons. By applying to the Plan Administrator in the form and manner prescribed by the Plan Administrator, an Active Participant who has attained age 59 ¹⁄₂ may elect to withdraw any portion, up to the entire value of his Before-Tax Account and Roth 401(k) Account. By applying to the Plan Administrator in the form and manner prescribed by the Plan Administrator, a Participant may elect to withdraw any portion, up to the entire value of his Before-Tax or Roth 401(k) Account, as a “qualified reservist distribution” (as defined in Section 72(t)(2)(G)(iii) of the Code).

9.6

Partial Withdrawals. By applying to the Plan Administrator in the form and manner prescribed by the Plan Administrator, an Inactive Participant may make a withdrawal from all Accounts of any amount up to the entire vested portion of the value of those Accounts. The funds used to finance a partial withdrawal will be derived from the Participant’s Accounts (exclusive of the Participant’s loans) in accordance with procedures established by the Plan Administrator.

9.7	Withdrawal Processing Rules.

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

Rollover to Roth IRA. Any individual receiving a distribution under this Plan may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of such distribution paid directly to a Roth IRA described in Section 408A(b) of the Code. The rules set forth in Section 408A(d)(3)(A) shall apply to any distribution from this Plan that is paid directly to a Roth IRA.

(j)

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

(k)

Spousal Consent. Spousal Consent will not be required for any withdrawal.

(l)

Required Withdrawals. Notwithstanding any provision of the Plan to the contrary, the Payment Date of the Accrued Benefit of a Participant who is a 5-percent owner (as defined in Section 416 of the Code), will not be later than April 1 following the calendar year in which the Participant attains age 73 (with required withdrawals to be made by each December 31 thereafter) and will comply with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations promulgated thereunder. If a Participant dies before his required beginning date under Section 401(a)(9) of the Code, distribution of the Participant’s vested Accounts will be made in accordance with procedures established by the Plan Administrator, and subject to an applicable election, by December 31 of the year in which the fifth anniversary of the Participant’s death occurs.

(m)

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

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

9.9	Hurricane Disaster Relief. Special withdrawal provisions may apply to a Participant whose principal residence is in a federally-declared disaster area pursuant to procedures adopted by the Plan Administrator.

ARTICLE X

ADDITIONAL OPTIONAL FORMS OF BENEFIT

FOR AN INACTIVE PARTICIPANT

10.1	Request for Withdrawal of Benefits.

(a)

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

(b)

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

10.2	Deadline for Withdrawal.

(a)

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

(b)

Minimum Required Distributions. In any case, the Payment Date of the Accrued Benefit of a Participant (i) who is not an Employee, or (ii) who is an Employee and who is a 5-percent owner (as defined in Section 416 of the Code), will not be later than April 1 following the calendar year in which the Participant attains age 73

(with required distributions to be made by each December 31 thereafter) and will comply with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations promulgated thereunder. If a Participant dies before the Participant’s required beginning date under Section 401(a)(9) of the Code, distribution of the Participant’s vested Accounts will be made in accordance with procedures established by the Plan Administrator, and subject to an applicable election, by December 31 of the year in which the fifth anniversary of the Participant’s death occurs, as provided in Section 401(a)(9)(B)(ii) of the Code, regardless of whether the Participant has designated a Beneficiary.

10.3	Payment Form and Medium.

(a)

An Inactive Participant’s vested Accrued Benefit may be paid:

(1)

in the form of a single sum, or

(2)

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

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

(b)

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

(c)

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

(1)

The funds used to finance the withdrawal will be derived from the Inactive Participant’s Account (exclusive of the Participant’s loans) in accordance with procedures established by the Plan Administrator.

(2)

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

(d)

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

10.4

Small Amounts Paid Immediately. If an Inactive Participant’s vested Accrued Benefit is $7,000 or less (or such larger amount as may be specified in Section 411(a)(11) of the Code) at any time, including after withdrawals (except installment payments) have commenced, the Inactive Participant’s Accrued Benefit will be paid as a single sum as soon as administratively possible, pursuant to such procedures as may be established by the Plan Administrator. In the event of a mandatory distribution greater than $1,000 in accordance with the provisions of this Section, determined considering Roth 401(k) Accounts and all other Accounts separately, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in accordance with this Section, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

10.5

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

10.6

Incidental Benefit Rule. The Participant’s payment election must be consistent with the requirement that, if the Participant’s Spouse is not his sole primary Beneficiary, the minimum annual distribution for each calendar year, beginning with the year in which he attains age 73, will not be less than the quotient obtained by dividing (i) the Inactive Participant’s vested Accrued Benefit as of the last Trade Date of the preceding year by (ii) the applicable divisor as determined under the incidental benefit requirements of Section 401(a)(9) of the Code.

10.7

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

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

10.9

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

10.10

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

10.11

Participants Performing Service in the Uniformed Services. For purposes of this Article X, a Participant shall be treated as having a Severance from Service during any period the Participant is performing service in the uniformed services described in Code Section 3401(h)(2)(A). If a Participant elects to receive a distribution by reason of the preceding sentence, the Participant may not make Before-Tax, Roth 401(k), or After-Tax Contributions during the 6-month period beginning on the date of distribution. If a Participant receives a distribution that meets the requirements of a qualified reservist distribution under Section 9.5, the distribution will be treated as a qualified reservist distribution under Section 9.5, even if the distribution would also have been permitted as a result of a deemed Severance from Service under this Section.

ARTICLE XI

REEMPLOYMENT

11.1	Break in Service Rules.

(a)

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

(b)

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

(c)

If an Inactive Participant who is not at least partially vested in his Account returns to employment as an Employee at a time after he has incurred a Break in Service of at least 1 12-month period, but less than 7 consecutive 12-month periods, the period of such Break in Service will be excluded in determining such Employee’s Service.

(d)

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

11.2

Restoration of Forfeited Amounts. If a Participant forfeits any portion of his Account under Section 7.3(a) because of the withdrawal of his complete vested interest in his Accounts, but again becomes an Employee before the date he incurs a Break in Service of at least 7 consecutive 12-month periods, then the amount so forfeited, without any adjustment for the earnings, expenses, losses, or gains of the assets credited to his Accounts since the date forfeited, will be recredited to his Accounts. The amount to be recredited pursuant to this paragraph will be accounted for by charging it against the forfeiture account or, to the extent the forfeiture account is insufficient, by a contribution from the Employer of the affected Participant.

ARTICLE XII

DISTRIBUTION OF ACCRUED BENEFITS ON DEATH

12.1

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

12.2	Small Amounts Paid Immediately. If a Beneficiary’s vested Accrued Benefit is $1,000 or less at any time, including after payments hereunder have commenced, the Beneficiary’s Accrued Benefit will be paid as a single sum, pursuant to such procedures as may be established by the Plan Administrator.

12.3	Beneficiary Designation.

(a)

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

(b)

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

(c)

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

(d)

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

(1)

change in the marital status of the Participant and such Spouse,

(2)

agreement between the Participant and such Spouse.

(e)

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

(f)

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

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

12.5

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

12.6

Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”) . In the case of a Participant who dies on or after July 1, 2024 while performing qualified military service (as defined in Code Section 414(u)), the Beneficiaries of the Participant are entitled to any additional benefit (other than benefit accruals relating to the period of qualified military service, unless otherwise specifically provided for in the Plan) provided under the Plan had the Participant resumed and then terminated employment on account of death, including any accelerated vesting.

ARTICLE XIII

TRUST ARRANGEMENT

13.1

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

(a)

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

(b)

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

(c)

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

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

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

13.4

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

(a)

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

(b)

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

(c)

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

(d)

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

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

ARTICLE XIV

ADMINISTRATION

14.1	Plan Governance.

(a)

Authority. BP Corporation North America Inc., through the authority vested in its Board of Directors, has amended the Plan, thereby:

(1)

enabling the Appointing Officer to have the authority or discretion to act, to the extent provided in the Plan or Trust, on behalf of the Plan or Trust, but not on behalf of the Company; and

(2)

establishing the Plan Administrator and enabling the Plan Administrator to have the authority or discretion to act, to the extent provided in the Plan or Trust, on behalf of the Plan or Trust, but not on behalf of the Company.

(b)

Designated Officer Acting on Behalf of the Company. A Designated Officer acting on behalf of the Company has all powers necessary or incidental to act as an Employer and all powers necessary or incidental to carrying out the duties and rights assigned by the Plan to the Designated Officer acting on behalf of the Company or as may be granted to him, from time to time, by the Board of Directors of BP Corporation North America Inc. By way of illustration and not limitation, these powers will include the power to:

(1)

amend the Plan in any manner;

(2)

determine what expenses, if any, relating to the operation and administration of the Plan and the investment of Plan assets, will be paid from Employer assets, subject to applicable law;

(3)

establish such policies and make such delegations or designations as may be necessary or incidental to the Designated Officer’s authority and control over the Plan acting on behalf of the Company;

(4)

retain, monitor, and terminate such service providers and advisors as are considered appropriate to perform Employer activities with respect to the Plan and to delegate any of his duties, as appropriate, to such service providers and advisors; to determine appropriate fees for such service providers and advisors; and to ensure that appropriate contracts (under terms acceptable to the Designated Officer acting on behalf of the Company) are signed and in place with such service providers and advisors;

(5)

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

(6)

add a corporation or business entity as an Employer and remove such corporation or entity as an Employer, on such terms and in such manner as the Designated Officer acting on behalf of the Company in his discretion may determine; and

(7)

take any other actions he deems necessary, incidental, or desirable to the performance of his duties as Designated Officer acting on behalf of the Company, including the power to delegate that power to any person.

(c)

Plan Administrator Authority. The Plan Administrator’s authority and responsibilities include, but are not limited to, the absolute discretionary authority to:

(1)

construe, interpret, and apply the provisions of the Plan or Trust, including a determination of who is eligible to be a Participant or is otherwise eligible for coverage under the Plan, subject only to the terms and conditions of the Plan and including the authority to remedy, resolve, and clarify any omissions, ambiguities, or inconsistencies in the provisions of the Plan or between the Plan and other related documents;

(2)

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

(3)

appoint and compensate an independent outside accountant to conduct such audits of the financial statements of the Plan or Trust as the Plan Administrator considers necessary, appropriate, or desirable;

(4)

execute on behalf of the Plan or Trust benefit agreements or other contracts which are legally enforceable and binding on the Plan, subject to ERISA;

(5)

establish, formulate, adopt, issue, apply, and interpret procedures and rules and change, alter, or amend such procedures and rules in accordance with law and as may be consistent with the terms of the Plan or Trust;

(6)

be a final appeals fiduciary under ERISA Section 503, to make a final determination, based upon the information known to the Plan Administrator within the scope of his authority or discretion as the Plan Administrator, based upon determinations made and such other information made available from an Employer;

(7)

settle or compromise any litigation against the Plan or Trust or a fiduciary with respect to which the Plan has a claim filed against it or an indemnity obligation to a third party;

(8)

delegate authority or discretion to a fiduciary pursuant to the procedures herein;

(9)

take actions related to ERISA’s notice, consent, and disclosure provisions, including all communications with Participants and Beneficiaries regarding Plan administration, Investment Options, and all other Plan or Trust related topics;

(10)

take actions to correct any Plan-related operational or document errors;

(11)

determine whether and how any forfeitures shall be used, in accordance with the terms of the Plan and applicable law;

(12)

handle contributions, enrollments, and calculations under the Plan;

(13)

determine whether benefits should be paid; and

(14)

take any other actions necessary, incidental, or desirable to the performance of the authority or discretion of the Plan Administrator.

(d)

Procedures for Identification of a Named Fiduciary.

(1)

Procedure for Identification. Subject to subsection (d)(2), the Appointing Officer acting on behalf of the Company may from time to time identify a person to be a Named Fiduciary by (i) amending the Plan or Trust to specify in the Plan or Trust document (I) the name or position of the person identified and (II) the authority or discretion with respect to which the person will be a Named Fiduciary; or (ii) referencing a benefit agreement as a means for specifying the authority or discretion with respect to which such person will be a Named Fiduciary, in which case the Appointing Officer acting on behalf of the Company may make such identification under this clause (ii) by use of an Exhibit to the Plan or Trust or such other method of taking action as such Appointing Officer acting on behalf of the Company may select.

No person who is identified as a Named Fiduciary hereunder must consent to such designation or identification nor is it necessary for the Appointing Officer acting on behalf of the Company to seek such person’s or entity’s acquiescence. The authority or discretion which a Named Fiduciary identified hereunder may have, is several and not joint with the Plan Administrator or Investment Committee or any other Named Fiduciary and the identification of such Named Fiduciary will result in the Plan Administrator or Investment Committee or other Named Fiduciary no longer being a Named Fiduciary with respect to, nor having any longer, such authority or discretion. On and after the identification of a person as a Named Fiduciary, neither the Plan Administrator or Investment Committee nor any other Named Fiduciary with respect to the Plan or Trust, will have any liability for the acts (or failure to act) of any such identified Named Fiduciary except to the extent of its co-fiduciary duty under ERISA.

(2)

No Identification of Employer. Notwithstanding the procedure set forth in (1), the Appointing Officer may not identify an Employer (or its board of directors, officers, or employees) as a Named Fiduciary, except by making any of them a Plan Administrator or a member of the Investment Committee.

(e)

Compensation. The Plan Administrator and the Investment Committee, acting as a Named Fiduciary, serve without compensation for their services as such.

(f)

Allocations and Delegations of Fiduciary Responsibility.

(1)

Delegations. Subject to subsection (f)(4), each Named Fiduciary may (i) delegate fiduciary responsibilities, other than trustee responsibilities as described in Section 405(c)(3) of ERISA unless the delegation is to an investment manager as defined in Section 3(38) of ERISA, to persons it designates, and (ii) make a change of delegated responsibilities. Each such delegation will either (i) if it relates to an individual employed by an Employer, specify the delegated person by name or by office and describe the authority or discretion delegated to such individual, or (ii) use a benefit agreement with such person as a means for specifying the authority or discretion delegated to such person. The Plan Administrator or Investment Committee acting as a Named Fiduciary may make such delegations by use of an Exhibit to the Plan or such other method of taking such action which the Plan Administrator or Investment Committee acting as a Named Fiduciary may select. No person, other than an investment manager (as defined in Section 3(38) of ERISA), to whom fiduciary responsibility has been properly delegated must consent to being a fiduciary nor will it be necessary for the delegating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, he or she must be given notification of the services to be performed. The authority or discretion any person who is properly delegated fiduciary responsibilities hereunder may have is several and not joint with each other fiduciary, including the delegating Named Fiduciary. A permissible delegation of fiduciary responsibility which is not implemented in the manner set forth herein is not void; however, whether the delegating Named Fiduciary has joint liability for acts of such person will be determined by applicable law.

(2)

Allocations. Subject to subsection (f)(4), the Appointing Officer acting on behalf of the Company may allocate fiduciary responsibilities to a Named Fiduciary when it identifies such Named Fiduciary in the manner described in section (d). The Appointing Officer may allocate or reallocate fiduciary responsibilities, other than trustee responsibilities described in

Section 405(c)(3) of ERISA, among Named Fiduciaries. Each such allocation must either (i) if it relates to an individual employed by an Employer, specify the allocated person by name or by office and describe the authority or discretion allocated to such individual, or (ii) use an Appointing Officer as a means for specifying the authority or discretion allocated to such person. The Appointing Officer may make such allocations by use of an Exhibit to the Plan or such other method of taking such action which the Appointing Officer may select. No person to whom fiduciary responsibility has been properly allocated must consent to being a fiduciary nor is it necessary for the allocating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, he must be given notification of the services to be performed. The authority or discretion any person who is properly allocated fiduciary responsibilities hereunder may have is several and not joint with each other fiduciary, including the allocating Named Fiduciary. A permissible allocation of fiduciary responsibility which is not implemented in the manner set forth herein is not void; however, whether the allocating Named Fiduciary has joint liability for acts of such person will be determined by applicable law.

(3)

Limit on Liability. The allocation and delegation of fiduciary duties and responsibilities pursuant to the terms of this Plan are intended to limit the liability of the Plan Administrator or Investment Committee acting as a Named Fiduciary in accordance with the provisions of Section 405(c) of ERISA.

(4)

No Delegation or Allocation to Employer. Notwithstanding the procedures set forth in (1) or (2) above, a Named Fiduciary may not delegate or allocate authority or discretion to the Company, any Employer, or their respective boards of directors, officers, or employees, except a delegation from, or an allocation among, the Plan Administrator or the members of the Investment Committee.

(g)

Misrepresentations. The Plan Administrator acting as a Named Fiduciary may, but is not required to, rely upon any certificate, statement, or other representation made to it by an Employee, Participant, other Named Fiduciary, or other individual or personal representative thereof with respect to any fact. Any such certificate, statement, or other representation will be conclusively binding upon such Employee, Participant, other Named Fiduciary, or other individual, personal representative, heir, or assignee thereof (but not upon the Plan Administrator), and any such person will thereafter be estopped from disputing the truth of any such certificate, statement, or other representation.

(h)

Records. The regularly kept records of any Named Fiduciary or Employer may be relied upon conclusively by the Plan Administrator acting as a Named Fiduciary.

(i)

Plan Expenses. All expenses of the Plan which have been approved by the Plan Administrator may be paid by the Trust except to the extent paid by the Employer. If paid by the Employer, such Employer may, if authorized by the Designated Officer, seek reimbursement of such expenses from the Trust; provided, however, that if the Employer is seeking reimbursement 60 days or more after the payment was made, the payment will be made pursuant to a written agreement in accordance with Department of Labor Prohibited Transaction Exemption 80-26, as amended.

(j)

Fiduciary Capacity. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

(k)

Company’s Agent. The Designated Officer may act as agent for each Employer.

(l)

Plan Administrator. The Plan Administrator shall serve as the “plan administrator” described in Section 3(16)(A) of ERISA, unless the Appointing Officer assigns such function to another person.

(m)

Named Fiduciary Decisions Final. The decision of a Named Fiduciary in matters within its jurisdiction is final, binding, and conclusive upon each Employer and each Employee, Participant, and every other person or party interested or concerned.

(n)

No Agency. Each fiduciary or Named Fiduciary performs (or fails to perform) its authority or discretion with respect to the Plan as an independent contractor and not as an agent of the Plan, any Employer, or the Plan Administrator or Investment Committee. No agency is intended to be created nor is the Plan Administrator or Investment Committee empowered to create an agency relationship with a fiduciary or Named Fiduciary.

(o)

Establishment and Operation of Investment Committee. The Investment Committee created by the Board is hereby established as the Investment Committee for the Trust. The Investment Committee will act in accordance with its by-laws, as may be amended from time to time.

14.2	Claims Procedure.

(a)

Definitions. For purposes of this Section, the following words or phrases in quotes when capitalized will have the meaning set forth below:

(1)

“Adverse Benefit Determination” means a denial, reduction or the termination of, or a failure to provide or make payment (in whole or in part) with respect to a Claim, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a Claimant’s eligibility to participate in the Plan. With respect to an Appeal, “Adverse Benefit Determination” means a denial of the Appeal.

(2)

“Appeal” means a request for review of an Adverse Benefit Determination of a Claim.

(3)

“Claimant” means a Participant; a Beneficiary; a surviving spouse; an alternate payee under a qualified domestic relations order; or an individual claiming to be a Participant, Beneficiary, surviving spouse, or alternate payee.

(4)

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

(5)

“Relevant Documents” include documents, records, or other information with respect to a Claim or Appeal that:

(A)

were relied upon by the Claims Administrator or Appeals Administrator, respectively, in making the benefit determination;

(B)

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

(C)

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

(D)

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

(b)

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

(1)

Any Claim submitted by a Claimant must be in writing and delivered, along with any supporting comments, documents, records, and other information, to the Claims Administrator by first class mail to the address for the Claims Administrator provided in the summary plan description.

(2)

Claims and Appeals may be pursued by a Claimant or an authorized representative of the Claimant. However, the Claims Administrator may establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a Claimant.

(c)

Initial Claim Review. The initial Claim review will be conducted by the Claims Administrator, who will consider the applicable terms and provisions of the Plan and any amendments to the Plan, information and evidence that is presented by the Claimant, and any other information he deems relevant.

(d)

Initial Benefit Determination.

(1)

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

(2)

The Claims Administrator may extend the period for making the benefit determination by up to 90 calendar days if he determines that special circumstances require such an extension and if he notifies the Claimant, prior to the expiration of the initial 90-day period, of circumstances requiring the extension of time and the date by which the Claims Administrator expects to render a decision.

(3)

The Claims Administrator may require the Claimant or Company to submit, within a reasonable period of time after receipt of written notice as determined by the Claims Administrator in his sole discretion (the “tolling expiration date”), additional facts, documents, or other evidence as the Claims Administrator, in his sole discretion, deems necessary or advisable for making the benefit determination. The period in which the Claims Administrator is required to make the initial claim determination will be tolled from the date on which the notification is sent until the date on which the Claimant or Company, as applicable, responds to the request for additional information or, if earlier, until the tolling expiration date. If the Claimant or Company, as applicable, does not respond to such a request on or before the tolling expiration date, the Claims Administrator will make the benefit determination based on the information on file.

(e)

Manner and Content of Notification of Adverse Benefit Determination.

(1)

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

(2)

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

(A)

The specific reason(s) for the Adverse Benefit Determination;

(B)

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

(C)

A description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary;

(D)

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

(f)

Procedure for Filing an Appeal of an Adverse Benefit Determination.

(1)

Any Appeal of an Adverse Benefit Determination by a Claimant must be in writing and must be delivered to the Appeals Administrator by first class mail to the address for the Appeals Administrator provided in the summary plan description within 60 calendar days after receipt of the Notice of the Adverse Benefit Determination. Failure to appeal within such 60-day period will be deemed to be a failure to exhaust all administrative remedies under the Plan.

(2)

A Claimant will have the opportunity to submit written comments, documents, records, and other information relating to the Appeal.

(g)

Appeal Procedures for Adverse Benefit Determinations.

(1)

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

(2)

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

(3)

The Appeals Administrator may require the Claimant or Company to submit, within a reasonable period of time after receipt of written notice as determined by the Appeals Administrator in his sole discretion (the “tolling expiration date”), additional facts, documents, or other evidence as the Appeals Administrator, in his sole discretion, deems necessary or advisable for making the Appeal determination. The period in which the Appeals Administrator is required to make a decision will be tolled from the date on which the notification is sent until the date on which the Claimant or Company, as applicable, responds to the request for additional information or, if earlier, until the tolling expiration date. If the Claimant or Company, as applicable, does not respond to such a request on or before the tolling expiration date, the Appeals Administrator will make the review determination based on the information in the administrative record as of such date.

(h)

Timing and Notification of Benefit Determination on Appeal. The Appeals Administrator will notify the Claimant within a reasonable period of time, but in any event within 60 calendar days after the Claimant’s request for an Appeal is received, unless the Appeals Administrator determines that special circumstances require an extension of time for processing the Appeal. If the Appeals Administrator determines that an extension is required, written Notice will be furnished to the Claimant prior to the end of the initial 60-day period indicating the special circumstances requiring an extension of time and the date by which the Appeals Administrator expects to render the Appeal determination, which in any event will be within 60 calendar days from the end of the initial 60-day period.

(i)

Manner and Content of Notification of Benefit Determination on Appeal.

(1)

The Appeals Administrator will provide a written or electronic Notice of his benefit determination on the Appeal, in accordance with applicable Department of Labor regulations.

(2)

The Notification will set forth:

(A)

The specific reason(s) for the Adverse Benefit Determination;

(B)

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

(C)

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

(D)

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

(3)

If the Appeals Administrator does not provide a written or electronic Notice of his benefit determination on the Appeal within 120 calendar days after the Claimant’s request for an Appeal is received, it is deemed that the Appeals Administrator has made an Adverse Benefit Determination on the Appeal.

(j)

Statute of Limitations. No cause of action may be brought by a Claimant related to benefits or any other matter concerning the Plan later than 2 years following the earliest of the following: (i) in the case of any lump-sum payment, the date on which the payment was made, (ii) in the case of a periodic payment, the date of the first in the series of payments, or (iii) for all other claims, the date on which the action complained of occurred. This statute of limitations shall be extended by the length of any tolling period that occurs under Section 14.2(d)(3) or Section 14.2(g)(3). Any cause of action brought by a Claimant must also satisfy any other statute of limitations applicable pursuant to ERISA.

(k)

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

(l)

Notices to Claims Administrator or Appeals Administrator. Any written direction, notice, or other communication from Claimants or any other person entitled to or claiming benefits under the Plan to the Claims Administrator or to the Appeals Administrator will be deemed to have been received when delivered by first class mail with postage prepaid and addressed to the Claims Administrator or Appeals Administrator, as applicable, to such location as will be specified in the summary plan description for the giving of such direction, notice, or other communication.

14.3	Actions by the Company. Whenever the Company or an Employer has the authority to take action under this Plan, the Company’s Board of Directors and each Designated Officer have the authority to act on behalf of the Company or Employer.

ARTICLE XV

ADOPTION AND WITHDRAWAL FROM PLAN

15.1	Adoption by Other Employers.

(a)

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

(b)

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

15.2

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

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

15.4

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

ARTICLE XVI

AMENDMENT, TERMINATION, AND MERGER

16.1	Amendments.

(a)

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

(1)

increase the duties or liabilities of the Trustee or the Plan Administrator without its written consent;

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(b)

Restriction on Amendment. No amendment to the Plan will deprive a Participant of his nonforfeitable rights to benefits accrued to the date of the amendment. In addition to the foregoing, the Plan will not be amended so as to eliminate an optional form of payment of an Accrued Benefit attributable to employment prior to the date of the amendment, except to the extent permissible under ERISA and the Code. The foregoing limitations do not apply to benefit accruals occurring after the date of the amendment.

16.2

Plan Termination. It is the expectation of the Company that it will continue the Plan and the payment of Contributions hereunder indefinitely, but the continuation of the Plan and the payment of Contributions hereunder is not assumed as a contractual obligation of the Company or any other Employer. The Company reserves the right, at any time, to terminate the Plan, or to reduce, suspend, or discontinue its or any other Employer’s Contributions hereunder, provided, however, that the Contributions for any Plan Year accrued or determined prior to the end of such year will not after the end of such year be retroactively reduced, suspended, or discontinued except as may be permitted by law. Upon termination of the Plan or complete discontinuance of Contributions hereunder (other than for the reason that the Employer has had no net profits or accumulated net profits), each Participant’s Accrued Benefit will be fully vested. Upon termination of the Plan or a complete discontinuance of Contributions, unclaimed amounts will be applied as forfeitures and any unallocated amounts will be allocated to Participants who are Eligible Employees as of the date of such termination or discontinuance on the basis of Compensation for the Plan Year (or short Plan Year). Upon a partial termination of the Plan, to the extent required by law or in the sole discretion of the Plan Administrator, the Accrued Benefit of each affected Participant will be fully vested. In the event of termination of the Plan, the Plan Administrator will direct the Trustee to distribute to each Participant the entire amount of his Accrued Benefit as soon as administratively possible, but not earlier than would be permitted in order to retain the Plan’s qualified status under Sections 401(a), (k), and (m) of the Code, as if all Participants who are Employees had incurred a Severance from Service on the Plan’s termination date. Should a Participant or a Beneficiary not elect immediate payment of a nonforfeitable Accrued Benefit in excess of $7,000, the Plan Administrator will direct the Trustee to continue the Plan and Trust Agreement for the sole purpose of paying to such Participant his nonforfeitable Accrued Benefit or death benefit, respectively, unless in the opinion of the Plan Administrator, to make immediate single sum payments to such Participant or Beneficiary would not adversely affect the tax qualified status of the Plan upon termination and would not impose additional liability upon any Employer or the Trustee.

16.3	Plan Merger and Spinoff.

(a)

General. The Plan will not merge or consolidate with, or transfer any assets or liabilities to any other plan, unless each person entitled to benefits would receive a benefit immediately after the merger, consolidation, or transfer (if the Plan were then terminated) which is equal to or greater than the benefit he would have been entitled to immediately before the merger, consolidation, or transfer (if the Plan were then terminated). The Designated Officer will amend or take such other action as is necessary to amend the Plan in order to satisfy the requirements applicable to any merger, consolidation, or transfer of assets and liabilities.

(b)

Appendix. Appendix B of the Plan may set forth such special provisions as may apply to any merger, consolidation, or transfer of assets and liabilities.

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

ARTICLE XVII

SPECIAL TOP-HEAVY RULES

17.1

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

Top-Heavy Year - a Plan Year for which the Plan is Top-Heavy.

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

(a)

Determination of Accrued Benefits: The accrued benefit of any current Participant will be calculated, as of the most recent valuation date that is within a 12-month period ending on the Top-Heavy Determination Date, as if the Participant had voluntarily terminated employment as of such valuation date. Such valuation date will be the same valuation date used for computing plan costs for purposes of the minimum funding provisions of Section 412 of the Code. Unless, as of the valuation date, the Plan provides for a nonproportional subsidy, the actuarial present value of the accrued benefit will reflect a retirement income commencing at age 65 (or attained age, if later). If, as of the valuation date, the Plan provides for a nonproportional subsidy, the benefit will be assumed to commence at the age at which the benefit is most valuable. The present values of accrued benefits and the amounts of account balances of an employee as of the Top-Heavy Determination Date will be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the Top-Heavy Determination Date. The preceding sentence will also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision will be applied by substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date will not be taken into account.

(b)

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

17.4	Effect of Top-Heavy Status.

(a)

Minimum Contribution. Notwithstanding Article III, as of the last day of each Top-Heavy Year, the Employer will make, for each Participant, (i) the contributions it otherwise would have made under the Plan for such Top-Heavy Year, or if greater, (ii) contributions for such Top-Heavy Year that, when added to the contributions made by the Employer for such Participant (and any forfeitures allocated to his Accounts) for such Top-Heavy Year under all other defined contribution plans of any Commonly Controlled Entity, aggregate 3 percent of his Annual Compensation; provided that the Plan will meet the requirements of this subsection (a) without taking into account Before-Tax or Roth 401(k) Contributions or other employer contributions attributable to a salary reduction or similar arrangement.

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

(b)

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

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

17.6

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

ARTICLE XVIII

MISCELLANEOUS PROVISIONS

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

(a)

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

(b)

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

(c)

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

18.2

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

18.3

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

18.4

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

18.5

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

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

18.7

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

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

18.9

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

18.10

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

18.11

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

18.12

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

18.13

Governing Law. The Plan will be construed, administered, and regulated in accordance with the provisions of ERISA and, to the extent not preempted thereby, in accordance with the laws of the State of Texas, determined without regard to its choice of law rules. Any case or controversy arising under or in connection with this Plan must be brought in the United States District Court for the Southern District of Texas, Houston Division.

18.14

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

18.15

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

18.16

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

18.17

Minimum Distribution Requirements.

(a)

General Rules.

(1)

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

(2)

Requirements of Treasury Regulations Incorporated. All distributions required under this Section will be determined and made in accordance with Treasury Regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9 and any other Treasury regulations promulgated under Section 401(a)(9) of the Code, including the incidental death benefits requirements of Code Section 401(a)(9)(G).

(b)

Time and Manner of Distribution.

(1)

Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

(2)

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

(A)

If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 73, if later.

(B)

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

(C)

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

(D)

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

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

(3)

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with subsections (c) and (d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(c)

Required Minimum Distributions During Participant’s Lifetime.

(1)

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

(A)

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

(B)

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

(2)

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

(d)

Required Minimum Distributions After Participant’s Death.

(1)

Death On or After Date Distributions Begin.

(A)

Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(i)

The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii)

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

(iii)

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

(B)

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

(2)

Death Before Date Distributions Begin.

(A)

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

(B)

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

(C)

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

(e)

Definitions.

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Required beginning date. The date specified in Section 10.2.

*****

Executed this 19^th day of April, 2024.


*BP CORPORATION NORTH AMERICA INC.*

By:		/s/ Carolyn Adema
Title:		Reward Delivery Manager, US Retirement Plans

APPENDIX A

ARCHAEA EMPLOYEE SAVINGS PLAN

LIST OF ADOPTING COMMONLY CONTROLLED ENTITIES

1. BP Corporation North America Inc.

2. Archaea Energy Services LLC

Appendix A

Page 1

APPENDIX B

ARCHAEA EMPLOYEE SAVINGS PLAN

SUPPLEMENTS

[Reserved]

Appendix B

Page 1

EXHIBIT 5.1

June 10, 2024

The Directors

BP p.l.c.

1 St. James’s Square

London SW1Y 4PD, England.

Dear Sir/Madam:

RE:

Registration Statement on Form S-8 (the “Registration Statement”)

1. This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”), of 150,000,000 Ordinary Shares of nominal value US $0.25 each (“Ordinary Shares”) of BP p.l.c., an English public limited company (the “Company”), to be issued in connection with the BP p.l.c. Reinvent BP Plan, the BP p.l.c. Share Value Plan and the Archaea Employee Savings Plan (all together, the “Plan”).

2. This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and be construed in accordance with English law.

3. I have examined and relied on copies of such corporate records and other documents, including the Registration Statement, and reviewed such matters of law as I have deemed necessary or appropriate for the purpose of this opinion.

4. On the basis of, and subject to, the foregoing and having regard to such consideration of English law in force at the date of this letter as I consider relevant, I am of the opinion that (i) the Company has been duly incorporated and is validly existing as a company under the laws of England and Wales, and (ii) the Ordinary Shares to be awarded by the Company pursuant to and in accordance with the Plan will, when so awarded, have been legally and validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 relating to such Ordinary Shares. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ Jo Norman

Jo Norman

Managing Counsel – Treasury

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated 8 March 2024 relating to the financial statements of BP p.l.c. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Company for the year ended 31 December 2023.

/s/ Deloitte LLP

London, United Kingdom

10 June 2024

Exhibit 23.2

LOGO

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of (i) the reference to Netherland, Sewell & Associates, Inc. contained in the section entitled “Oil and gas disclosures for the group” of the Annual Report and Form 20-F for the year ended December 31, 2023, of BP p.l.c. (the Form 20-F), as set forth under the heading “Compliance” on page 346 and (ii) our third-party letter report dated January 10, 2024, concerning our estimates of the proved reserves and future revenue, as of December 31, 2023, to the BP America Production Company interest in certain oil and gas properties located in the United States (the Third-Party Report), which is included as Exhibit 15.2 to the Form 20-F.


NETHERLAND, SEWELL & ASSOCIATES, INC.

By:		/s/ Richard B. Talley, Jr., P.E.
		Richard B. Talley, Jr., P.E.
		Chief Executive Officer

Houston, Texas

June 10, 2024

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

BP p.l.c.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered ^{(1) (2)(3)}

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Equity

Ordinary shares of 25c each (“Ordinary Shares”) (granted pursuant to the BP p.l.c. Share Value
Plan)⁽¹⁾

Rule 457(h)

120,000,000

$5.92⁽⁴⁾

$710,400,000

$147.60 per $1,000,000

$ 104,855.04

Equity

Ordinary Shares (granted pursuant to the BP p.l.c. Reinvent BP Plan)⁽²⁾

Rule 457(h)

24,000,000

$5.92⁽⁴⁾

$142,080,000

$147.60 per $1,000,000

$ 20,971.01

Equity

Ordinary Shares (granted pursuant to the Archaea Employee Savings Plan)⁽³⁾

Rule 457(h)

6,000,000

$5.92⁽⁴⁾

$ 35,520,000

$147.60 per $1,000,000

$ 5,242.75

Total Offering Amounts

$888,000,000

$131,068.80

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$131,068.80

(1)

Represents Ordinary Shares which may be granted under the BP p.l.c. Share Value Plan (the “Share Value Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of Ordinary Shares being registered also includes such indeterminate number of additional shares as may be issuable under the Share Value Plan in connection with variations in share capital, demergers, special dividends or similar transactions.

(2)

Represents Ordinary Shares which may be granted under the BP p.l.c. Reinvent BP Plan (the “Reinvent BP Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of Ordinary Shares being registered also includes such indeterminate number of additional shares as may be issuable under the Reinvent BP Plan in connection with variations in share capital, demergers, special dividends or similar transactions.

(3)

Represents Ordinary Shares which may be granted under the Archaea Employee Savings Plan (the “Archaea Employee Savings Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of Ordinary Shares being registered also includes such indeterminate number of additional shares as may be issuable under the Archaea Employee Savings Plan in connection with variations in share capital, demergers, special dividends or similar transactions.

(4)

Estimated solely for the purposes of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(e) and 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 June 5, 2024 and the buying rate for pounds sterling of £1.00=$1.2787, as published by The Wall Street Journal for that date.

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