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Service Agreement - BP plc and Edmund John Philip Browne

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THE BRITISH PETROLEUM COMPANY p.l.c.

and

EDMUND JOHN PHILIP BROWNE

SERVICE AGREEMENT

THIS AGREEMENT is made on November 11, 1993 and amended on February 7, 2003

BETWEEN

(1): THE BRITISH PETROLEUM COMPANY p.l.c. whose registered office is at Britannic House, 1 Finsbury Circus, London EC2M 7BA (the 'Company'); and
(2): EDMUND JOHN PHILIP BROWNE of 21 South Eaton Place London SW1 (the 'Executive')

WHEREBY IT IS AGREED as follows:-

INTERPRETATION

1.

In this Agreement (including the Schedule attached):

(A)

(i): 'associated company' means any company whose equity share capital (as defined in Section 744 of the Companies Act 1985) is owned as to twenty per cent (20%) or more but less than fifty per cent (50%) by the Company;
(ii): 'Board of Directors' means the Board of Directors of the Company as the same may be constituted from time to time or any committee of the Board of Directors duly appointed by it;
(iii): 'Group Company' means the Company or any company which is from time to time a holding company of the Company or a subsidiary or associated company of the Company or any such holding company and the expression 'Group Companies' shall be deemed to mean each and every Group Company;
(iv): 'holding company' has the meaning given in Section 736 of the Companies Act 1985;
(v): 'subsidiary' has the meaning given in Section 736 of the Companies Act 1985;

(B)

reference to an Act of Parliament shall be deemed to include any statutory modification or re-enactment whenever made.

THE EMPLOYMENT

2.: The Company HEREBY AGREES to employ the Executive and the Executive HEREBY AGREES to serve as a Managing Director pursuant to Article 80(A) of the Company's Articles of Association and subject to and in accordance with the terms of this Agreement.

DURATION OF EMPLOYMENT

3

(A): This Agreement shall be deemed to have commenced on November 1, 1993 (the 'Commencement Date') and shall continue, subject as hereinafter provided, until terminated at any time by either the Company giving to the Executive not less than twelve (12) months written notice or the Executive giving the Company not less than twelve (12)(or such lesser number as the Company and the Executive may agree) months written notice.
(B): This Agreement shall automatically terminate (if not already terminated) upon the day immediately before the Executive's sixtieth (60th) birthday or such other date as the Company and the Executive may agree in writing.
(C): This Agreement shall further be subject to termination pursuant to Clause 10 hereof.

DUTIES OF THE EXECUTIVE

4.

(A): Except as otherwise approved by the Board of Directors, the Executive will devote all his time and energies to the business of the Company and its subsidiaries and such of the associated companies as the Board of Directors may require.

(B)

The Executive shall not during the continuance of this Agreement (except as a representative of the Company or with the consent in writing of the Board of Directors) (i) become a director of any corporate body or (ii) be directly or indirectly engaged or concerned in the conduct of any business, trade, profession or other occupation (whether as an employee, consultant, agent, director or otherwise) provided that this restriction (ii) shall not prevent the Executive from holding or acquiring by way of bona fide investment, investments whether or not listed or quoted representing not more than five per cent (5%) of the investments of any class of any one company. If requested to do so, the Executive shall disclose promptly in writing to the Board of Directors all his interests in any business other than that of the Company or any other Group Company.

(C)

The Executive shall comply with all rules and regulations from time to time issued by the Company to its employees and shall obey all reasonable and lawful directions given to him by or under the authority of the Board of Directors. The Executive shall use his best endeavours to promote the interest and reputation of Group Companies.

(D)

As and when requested by the Chairman or the Deputy Chairman of the Company the Executive shall keep the Board of Directors promptly and fully informed (in writing if so requested) of his conduct of the business, finances or affairs of Group Companies.

(E)

The Company may reasonably require the Executive at any time during his engagement to move from one part or section of the Company to another and/or change the location of his employment. The Company may also from time to time ask the Executive to work for any subsidiary or associated company of the Company and in such cases the terms and conditions of this Agreement will remain unchanged except for any expatriate allowances and for any other changes which are otherwise agreed between the Executive and the company in question.

(F)

The Executive shall at any time if requested to do so by the Board of Directors undergo a medical examination by a medical practitioner of the Company's choice and at its expense. The Executive hereby authorizes (such authorization to be deemed to include the consent of the Executive for the purposes of Section 3 of the Access to Medical Reports Act 1988) such medical practitioner to disclose the results of such examination (whether in a medical report or otherwise) to the Company's medical representative who may then give advice, based upon the results of such examination, to the Company provided that professional confidence is maintained.

CONFIDENTIALITY

5.

Without prejudice to any other confidentiality duties owed to the Company or any other Group Company, the Executive will, during the period of his appointment hereunder and thereafter without limit in point of time (howsoever the expiry or termination of this Agreement be occasioned), treat as confidential all information relating to:

(i): the trade secrets and the commercial, technical and financial affairs of the Company, or any other Group Company, and any matter connected therewith; and
(ii): any person whether or not such person is employed by the Company or any other Group Company where such information is of a confidential personal or business nature.

to which the Executive may have access or of which he may become aware as a consequence of his appointment, which information shall, for the period of his appointment and thereafter as aforesaid, without limit in point of time, not be used by him or disclosed by him to any third party save (A) as is necessary for the proper performance of the duties of his appointment or (B) with the prior written consent of, or pursuant to guidelines provided by, the Board of Directors or (C) as required by law, provided that such restrictions on use or disclosure shall cease to apply to information within the public domain otherwise than through unauthorized disclosure by the Executive.

If the Executive has any doubts about whether he might be in breach of this Clause 5 he should consult the Chairman or Deputy Chairman of the Company.

REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES

6.

(A)

(i): The Company shall pay to the Executive during the period of his appointment hereunder a salary at the rate of three hundred and three thousand pounds ((pound)3O3,OOO) per annum. The salary shall be payable by equal monthly payments in arrears. Salary shall be reviewed during the continuance of this Agreement at the Board of Directors discretion.
(ii): All fees (if any) payable to the Executive for services on the Board of Directors of the Company or the board of directors of other companies on which he may be permitted to serve (whether subsidiaries or associated companies of the Company or not) shall be returned to the Company except that the Executive shall be permitted to retain fees payable in respect of services rendered as a director of one or more overseas subsidiaries or associated companies of the Company outside the UK and Ireland not exceeding ten per cent (10%) of the Executive's gross UK salary. To the extent that the Executive does retain such fees, his UK salary will be pro tanto reduced.

(B)

The Company intends to establish incentive bonus arrangements for the Executive in respect of each calendar year during the subsistence of this Agreement but the Executive shall have no right to participate in any such arrangements (notwithstanding any other verbal or written communication from the Company to the Executive) unless and until the Executive has received written notice from the Board of Directors to the effect that the Executive will participate in the arrangements that are referred to in the notice and that notice refers to this Clause 6(B). For the avoidance of doubt any reference in such a notice to incentive bonus arrangements shall mean the incentive bonus arrangements for the calendar year in question and receipt of such a notice shall not entitle the Executive to participate in incentive bonus arrangements for any other calendar year.

(C)

The Executive is and may remain a member of the BP Pension Scheme subject to and in accordance with the normal terms and conditions of the Scheme (for the time being and from time to time in force) save for the following. The yearly accrual rate of pension shall from the date of his appointment as, and whilst the Executive is, a Managing Director of the Company be one thirtieth (1/30th) (and not one sixtieth (1/60th) or one forty fifth (1/45th) as would otherwise be appropriate) together with a proportionate amount for any additional part year (subject always to Inland Revenue limits and to a maximum pension from the BP Pension Scheme of two thirds (2/3rds) of Final Salary). For the purpose of this sub-Clause 6(C), `Final Salary' is as defined in the Rules of the BP Pension Scheme.

(D)

The Company shall provide a motor car for the use of the Executive in the United Kingdom. The Company shall bear the cost of maintaining, repairing, insuring, testing and taxing the same. The Company shall reimburse all reasonable running expenses properly incurred by the Executive in relation to the use of the car in the performance of his duties under this Agreement provided that the Company shall not reimburse petrol costs related to private motoring. The Executive shall comply with all statements of policy, rules and regulations which the Company may from time to time issue applying to the provision and use of the motor car.

(E)

There shall be refunded to the Executive all reasonable out of pocket expenses properly incurred and defrayed by him in the performance of his duties under this Agreement including expenses of entertainment, subsistence and travelling. The Executive shall produce to the Company all supporting vouchers and documents in respect of such expenses.

(F)

The Executive shall conform to such hours of work as may from time to time reasonably be required of him to carry out his duties to the satisfaction of the Board of Directors and shall not be entitled to receive any additional remuneration for work outside normal business hours.

ANNUAL LEAVE AND PUBLIC HOLIDAYS

7.

(A): The Executive's leave entitlement in any full calendar year will be twenty eight (28) working days on full salary, of which entitlement the Company will be able to nominate up to three (3) specified days to be taken as leave. If the Executive serves part only of a calendar year, his entitlement will be in direct proportion to his service in that year, rounding up any fractions to the nearest day.
(B): The Executive will also be entitled to eight (8) days additional leave per annum which will be either Government declared Public Holidays or days taken in lieu.

ABSENCE FROM WORK THROUGH SICKNESS

8.: During any period of absence from work due to sickness or injury and subject to the deductions in respect of Statutory Sick Pay or State Sickness Benefit, the Executive's salary will be paid in full for a period of six (6) months, followed if necessary by a period of six (6) months of half-payment. These periods of payment may be extended at the discretion of the Chairman, in consultation with the Company's General Medical Services Unit, taking into account the Executive's expected date of return to work.

INVENTIONS

9.: Any invention made by the Executive in the course of his employment as part of his duties belongs to the Company or as the case may be other Group Company. It is the policy of the Company to encourage employees (including the Executive) to make inventions which are or could be of benefit to the Company and, if the Executive makes an invention directly or indirectly relating to the business of the Company or any other Group Company, he shall submit particulars to Patents and Agreements Division.

TERMINATION AND SUSPENSION

10.

(A)

Notwithstanding any other provision of this Agreement, the Company shall (without prejudice to the other rights and remedies of the Company or other Group Company) be entitled to terminate this Agreement forthwith by written notice to the Executive if the Executive:

(i)

is found to have committed a serious act or omission such as:

(a): serious infringement of safety regulations and requirements;
(b): serious default or misconduct;
(c): serious damage to Company or other Group Company property;
(d): the unauthorised disclosure of confidential information relating to the commercial, technical or financial affairs of the Company or any other Group Company or any person whether or not such a person is employed by the Company or any other Group Company, where this is damaging to the interests of the Company or other Group Company;
(e): a criminal offence which makes him unsuitable for his type of work;
(f): conduct prejudicial to the Company or other Group Company or tending to bring the Company or other Group Company or himself into disrepute;
(g): wilful disregard of Company or other Group Company regulations;
(h): falsification of information or references in the context of the work environment;
(i): assault on another person at work;
(j): accepting bribes; or

- (ii)
  
  becomes of unsound mind, bankrupt or has a receiving order made against him or makes any general composition with his creditors; or
  
  (iii)
  
  becomes prohibited by law from being a director of a company; or
  
  (iv)
  
  resigns as a director of the Company without the consent of the Board of Directors; or
  
  (v)
  
  neglects, refuses, fails or for any reason becomes unable to perform in any material respect any of this duties or obligations under or pursuant to this Agreement

- whereupon the Executive shall have no claim against the Company for pay in lieu of notice or damages or otherwise by reason of such termination. Any termination of this Agreement will be without prejudice to the continuing obligations of the Executive under this Agreement.
(B)

Without prejudice to the Executive's rights to remuneration and other benefits hereunder, the Company shall have the right at any time (whether or not a notice of termination of this Agreement shall then have been given) to require the Executive not to attend at any place of work or otherwise to suspend the Executive from the performance of any duties under this Agreement provided that no such action shall be taken without the express prior authorization of the Board of Directors. During the period of such suspension the Company may assign the Executive's titles, powers or duties to another.

EVENTS UPON TERMINATION

11.

Upon the termination of the Agreement howsoever occasioned the Executive shall unless otherwise agreed by the Company:

(i): return all property, documents and correspondence relating to the affairs of the Company or other Group Company, including books of instruction and reference and identity passes;
(ii): at any time or from time to time thereafter upon the request of the Company, resign from office as a director of the Company and all other offices held by him in any other Group Company and should he fail to do so the Company is hereby irrevocably authorized to appoint some person in his name and on his behalf to sign and do any documents or things necessary or desirable to give effect thereto; and
(iii): the Company shall be entitled to deduct from any monies due to the Executive any sums due from the Executive to the Company or any other Group Company.

RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

12.

(A)

The Executive hereby agrees with the Company that in addition to the other terms of and restrictions contained in this Agreement and without prejudice to other restrictions imposed upon him by law, he will not without the prior written consent of the Company for a period of twelve (12) months commencing with the date of termination of this Agreement, howsoever the termination shall be occasioned, either on his own behalf or for any other person, firm or organization:-

(i): be directly or indirectly engaged in or concerned with any business which shall be in competition with, in countries in which operations are carried on or interests held by, any of the upstream, downstream or chemicals businesses of the Company or any other Group Company at the date of termination of this Agreement provided that this provision shall not restrict the Executive from holding or acquiring by way of bona fide investment only, investments whether or not listed or quoted representing not more than five percent (5%) of the issued investments of any class of any one company;
(ii): directly or indirectly solicit or endeavour to entice away from the Company or any Group Company any person who is to his knowledge an employee, director or officer of such Company at the date of termination of this Agreement.

(B)

While the restrictions contained in this Clause 12 and elsewhere in this Agreement are considered by the parties to be reasonable in all the circumstances, it is agreed that if such restrictions taken together shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company but would be adjudged reasonable if part or parts of the wording thereof were deleted then the said restrictions shall apply with such words deleted.

DIRECTORSHIPS

13.

(A): Without prejudice to any other rights and obligations of the Executive under this Agreement, the Executive's appointment as a Managing Director will be determined if he for any reason ceases to be a director of the Company and the Executive undertakes in the event of his appointment as a Managing Director being terminated to tender his resignation from the Board of Directors.
(B): Notwithstanding any other provisions in this Agreement the Executive's appointment as a director of the Company or any other Group Company shall be subject to the Articles of Association from time to time of the relevant company.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

14.: The Company shall maintain insurance in respect of directors' and officers' liabilities in such manner, for such a period, and on such terms, as may from time to time be determined by the Board of Directors.

REORGANISATION

15.: If the Company shall undergo any process of reconstruction or amalgamation (including an administrative reorganization) whether or not involving the liquidation of the Company and the Executive shall be offered employment by the successor or proposed successor to the Company or any other Group Company on terms no less favourable overall to those under this Agreement but the Executive shall have failed to accept such offer within one (1) month, then the Company may terminate this Agreement forthwith. In such event, the Executive shall have no claim for compensation against the Company in respect of such termination save as provided under the provisions of the Employment Protection (Consolidation) Act 1978.

STATUTORY PARTICULARS

16.: The written particulars of employment required to be given to the Executive under the provisions of Part I of the Employment Protection (Consolidation) Act 1978 are, unless otherwise previously set out above, stated in the Schedule attached (which shall be deemed to form part of this Agreement).

MISCELLANEOUS

17.

(A): This Agreement shall not be assignable by the Executive and may only be modified by the written agreement of the parties hereto.
(B): The Company reserves the right to pay compensation in lieu of any notice of termination of appointment which it is required to give under this Agreement.
(C): This Agreement shall be governed by and interpreted in accordance with the laws of England.

IN WITNESS whereof this document has been executed as a Deed the day and year first above written.

The Common Seal of		)
THE BRITISH PETROLEUM COMPANY p.l.c.		)
was hereunto affixed		)
in accordance with its		)
Articles of Association		)
in the presence of:		)
Director
Assistant
Secretary

SIGNED AS A DEED
by the said EDMUND JOHN PHILIP BROWNE in the presence of:-

Name

Address

Occupation

November 26, 1993

SCHEDULE

CONTINUOUS EMPLOYMENT

1.: The Executive's period of continuous employment with the Company is deemed to have begun on 1st September, 1966.

PENSIONS

2.: There is in force a Contracting-out certificate in relation to the Executive's employment.

DISCIPLINARY RULES AND PROCEDURES

3.: The Executive will be notified as to the Company's disciplinary rules and procedures from time to time applicable to the Executive.

GRIEVANCE PROCEDURE

4.: If the Executive has any grievance relating to his employment he should raise it with the Chairman of the Board of Directors.

OTHER TERMS

5.: Except as otherwise stated in the Agreement (including this Schedule) there are no other terms or conditions of employment relating to remuneration, hours of work, normal working hours, entitlement to holidays (including public holidays and holiday pay), incapacity for work due to sickness or injury or to pensions or pension schemes.