Common use of Reverse of Security Clause in Contracts

Reverse of Security. This Security is one of a duly authorized issue of Securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be issued under an Indenture, dated as of December 18, 1996 (herein called the "Indenture"), between the Company and First Union National Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 188, 1996 2014, and the second supplemental indenture, dated as of September 1, 2016 (as supplemented, herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Guarantors party thereto and First Union Xxxxx Fargo Bank, National BankAssociation, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Securities of this Security is entitledseries are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior notice, at his optionas a whole or in part, at any time after prior to April 15, 2027, at the 60th day following election of the Company, at a Redemption Price (expressed as a percentage of the principal amount) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of original issuance of Securities pursuant redemption) discounted to the Indenture redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment all as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOn or after April 15, 2027, the Indenture provides that Notes may be redeemed in case of certain consolidations or mergers to which the Company is whole, but not in part, at a party or the sale or transfer of all or substantially all redemption price equal 100% of the assets principal amount of the CompanyNotes plus accrued interest thereon to, but not including, the Indenture shall be amended, without the consent date of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)redemption.

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December 18September 1, 1996 1991 (herein called the "“Indenture"”), between the Company and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A. (formerly, Texas Commerce Bank National Association)), as Trustee trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Securities of this Security is entitledseries are subject to redemption upon not less than 30 days’ notice by mail, at his option, in whole at any time after or in part from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares the series designated therein referred to in the within-mentioned Indenture. The Bank of Common Stock into which this Security might have been converted immediately prior to such consolidationNew York Mellon Trust Company, mergerN.A., sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).as Trustee By Name Authorized Signatory

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 1, 1996 2000 (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between the Company and First Union National BankThe Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A., as Trustee successor to X.X. Xxxxxx Trust Company, National Association, as successor to Chase Manhattan Bank and Trust Company, National Association), as trustee (herein called the "“Trustee", ,” which term includes any successor trustee Trustee under the Indenture), and reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof initially limited in aggregate principal amount to $1,250,000,000. The Company will have the right to redeem the Securities, in whole or in part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered Holders of the Securities to be redeemed. The Redemption Price will be equal to the greater of (1) 100% of the principal amount of the Securities to be redeemed and upon compliance (2) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the principal amount of the Securities to be redeemed and the remaining scheduled payments of interest thereon from the Redemption Date to the Maturity Date (the “Remaining Life”) (not including any portion of such payments of interest accrued as of the Redemption Date) discounted from the scheduled payment dates to the Redemption Date on a semi-annual basis at the treasury rate plus 20 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. If money sufficient to pay the Redemption Price of and accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and Trustee or Paying Agent on or before the close Redemption Date and the conditions set forth in Article 11 of business on December 15, 2001, or in case this Security or a portion hereof is called for redemptionthe Indenture are satisfied, then in respect of this Security on and after the Redemption Date, interest will cease to accrue on such Securities (or such portion hereof until thereof) called for redemption and includingsuch Securities will cease to be outstanding. If any Redemption Date is not a Business Day, but (unless the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. If fewer than all of the Securities of a series are to be redeemed, the Trustee will select the Securities of such series for redemption on a pro rata basis, by lot or by such other method as the Trustee deems appropriate and fair. No Securities of $1,000 or less will be redeemed in part. Unless the Company defaults in making the payment due upon redemption) not afterof the Redemption Price, the close of business no interest will accrue on the second business day preceding Securities called for redemption for the period from and after the Redemption Date, to convert . In the event of redemption of this Security (in part only, a new Security or any Securities of this series and of like tenor for the unredeemed portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided will be issued in the Indenture) by surrender name of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)cancellation hereof.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture)) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of March 10, 2009 the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to $750,000,000 in aggregate principal amount. This Security is not redeemable prior to the Stated Maturity, except that this Security may be redeemed pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is March 10, 2009. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon compliance with all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security is entitled, at his option, at shall not have the right to institute any time after the 60th day following the date of original issuance of Securities pursuant proceeding with respect to the Indenture and on or before for the close appointment of business on December 15a receiver or trustee or for any other remedy thereunder, 2001unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, or the Holders of not less than 25% in case principal amount of the Securities of this Security or a portion hereof is called for redemption, then series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of this Security or such portion hereof until Event of Default as Trustee and includingoffered the Trustee reasonable indemnity, but (unless and the Company defaults in making Trustee shall not have received from the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th Holders of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided majority in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities of this Security then being convertedseries at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. Subject The foregoing shall not apply to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of suit instituted by the Holder of this Security (for the enforcement of any payment of principal hereof or any Predecessor Security) interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of record this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at such Regular Record Date to receive an instalment of interest (with certain exceptions the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), no whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or adjustment (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company or the Guarantor deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities on the dates such payments are due in accordance with the terms of such Securities and Guarantees, and certain other conditions are satisfied. Except in the limited circumstances described in Section 305 of the Indenture, the Securities of this series shall be issued in the form of one or more Global Securities and The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP P.L.C. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or interest payment, the Guarantor hereby agrees to cause any such payment to be made upon conversion on account promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any interest accrued hereon amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (1) for or on account of any dividends such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (2) for or on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).account of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Fifteenth Supplemental Indenture, dated as of February 13, 2023 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $2,250,000,000 in aggregate principal amount. This Security is not redeemable prior to February 13, 2033 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Fifteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is February 9, 2023. Prior to November 13, 2032 (three months prior to their maturity date) (the “Par Call Date”), the Holder Company may redeem the Securities of this Security is entitledseries at its option, at his optionin whole or in part, at any time after the 60th day following the date and from time to time, at a redemption price (expressed as a percentage of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at and rounded to three decimal places) (the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share“Optional Redemption Price”) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Fourth Supplemental Indenture, dated as of March 17, 2015 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to March 17, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledMarch 12, at his option2015. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company Subsidiary Issuer designated as its 6 1/24.40% Convertible Subordinated Debentures Notes due 2001 May 30, 2021 (herein called the "“Securities"”), limited (except as otherwise provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option1,350,000,000, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to which may be issued under an Indenture, dated as of December 18, 1996 indenture (herein called the "“Indenture")”) dated as of June 1, between 2011 among the Company and First Union National BankCompany, the Subsidiary Issuer, Citibank, N.A., as Trustee indenture agent (herein called the "“Indenture Agent,” which term includes any successor Indenture Agent under the Indenture) and Wilmington Trust Company, as trustee (herein called the “Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Subsidiary Issuer, the Guarantor, the Trustee, the holders of Senior Indebtedness Indenture Agent and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is a global Security representing $[—] aggregate principal amount at maturity of the Securities. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Subsidiary Issuer (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer to an account maintained in the United States by the Person entitled to such payment as specified in the Security Register. Notwithstanding the foregoing, payments of principal, premium, if any, and interest on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon compliance with the provisions presentation and surrender of such Security to such office or agency referred to above. As provided for in the Indenture, the Subsidiary Issuer may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for the issue price, the payment of interest accruing prior to the issue date of the new Securities of this series and/or the first payment of interest following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding Securities of this series. The Company will pay to the Holder of this Security such Additional Amounts and other amounts as may be payable under Section 1005 of the Indenture. Whenever in this Security there is entitledmentioned, at his optionin any context, the payment of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Securities are subject to redemption upon not less than 30 nor more than 60 days’ notice, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15time, 2001, as a whole or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof)part, at the principal amount hereofelection of the Subsidiary Issuer, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock Redemption Make-whole Price (or at as defined below) payable on the current adjusted conversion price if an adjustment has been made as provided date specified in such notice (the Indenture“Optional Redemption Date”) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Sixteenth Supplemental Indenture, dated as of May 11, 2023 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,500,000,000 in aggregate principal amount. This Security is not redeemable prior to September 11, 2033 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Sixteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is May 9, 2023. Prior to June 11, 2033 (three months prior to their maturity date) (the “Par Call Date”), the Holder Company may redeem the Securities of this Security is entitledseries at its option, at his optionin whole or in part, at any time after the 60th day following the date and from time to time, at a redemption price (expressed as a percentage of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at and rounded to three decimal places) (the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share“Optional Redemption Price”) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $564,953,000 in aggregate principal amount. This Security is not redeemable prior to September 19, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. Prior to August 19, 2022 (the date that is one month prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 19, 2022 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 12.5 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after August 19, 2022 (the date that is one month prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture)) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of March 10, 2009 the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to the Stated Maturity, except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledMarch 10, at his option2009. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 30 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18August 22, 1996 2011 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and First Union Xxxxx Fargo Bank, National BankAssociation, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof. The Securities of this series are subject to redemption upon not less than 30 days’ notice, at any time, as a whole or in part, at the election of the Company, at the following Redemption Prices: If redeemed prior to March 1, 2041, at a Redemption Price equal to the greater of (i) 100% of the principal amount called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360 day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, and, if on or after such date, the Securities of this series are redeemable in whole, but not in part, at a Redemption Price equal to 100% of the principal amount, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. The provisions of the Indenture requiring the Company to make a repurchase offer, if a Change of Control Repurchase Event occurs, apply to this Security. The Indenture contains provisions granting the Company the right to redeem this Security at any time if certain adverse changes occur with respect to the tax treatment of this Security. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions requiring the Company to pay certain Additional Amounts in respect of this Security in the event it is required to withhold certain Taxes by certain governmental authorities. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security is entitled, at his option, at shall not have the right to institute any time after the 60th day following the date of original issuance of Securities pursuant proceeding with respect to the Indenture and on or before for the close appointment of business on December 15a receiver or trustee or for any other remedy thereunder, 2001unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, or the Holders of not less than 25% in case this Security or a portion hereof is called for redemption, then principal amount of the Securities with respect to which an Event of Default has occurred at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of this Security or such portion hereof until Event of Default as Trustee and includingoffered the Trustee indemnity satisfactory to it, but (unless and the Company defaults in making Trustee shall not have received from the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th Holders of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided majority in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being convertedSecurities with respect to which an Event of Default has occurred at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. Subject The foregoing shall not apply to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of suit instituted by the Holder of this Security (for the enforcement of any payment of principal hereof or any Predecessor Security) of record at such Regular Record Date to receive an instalment of premium or interest (with certain exceptions provided in hereon on or after the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversionrespective due dates expressed herein. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject reference herein to adjustment as provided in the Indenture. In addition, the Indenture provides that in case and no provision of certain consolidations this Security or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and any Additional Amounts with respect to, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium interest on and any Additional Amounts with respect to, this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall be amended, without have the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during meanings assigned to them in the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)Indenture.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,101,787,000 in aggregate principal amount. This Security is not redeemable prior to May 10, 2023 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledDecember 10, at his option2018. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18August 22, 1996 2011 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and First Union Xxxxx Fargo Bank, National BankAssociation, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof. The Securities of this series are subject to redemption upon not less than 30 days’ notice, at any time, as a whole or in part, at the election of the Company, at the following Redemption Prices: If redeemed prior to June 1, 2021, at a Redemption Price equal to the greater of (i) 100% of the principal amount called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360 day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, and, if on or after such date, the Securities of this series are redeemable in whole, but not in part, at a Redemption Price equal to 100% of the principal amount, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. The provisions of the Indenture requiring the Company to make a repurchase offer, if a Change of Control Repurchase Event occurs, apply to this Security. The Indenture contains provisions granting the Company the right to redeem this Security at any time if certain adverse changes occur with respect to the tax treatment of this Security. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions requiring the Company to pay certain Additional Amounts in respect of this Security in the event it is required to withhold certain Taxes by certain governmental authorities. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security is entitled, at his option, at shall not have the right to institute any time after the 60th day following the date of original issuance of Securities pursuant proceeding with respect to the Indenture and on or before for the close appointment of business on December 15a receiver or trustee or for any other remedy thereunder, 2001unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, or the Holders of not less than 25% in case this Security or a portion hereof is called for redemption, then principal amount of the Securities with respect to which an Event of Default has occurred at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of this Security or such portion hereof until Event of Default as Trustee and includingoffered the Trustee indemnity satisfactory to it, but (unless and the Company defaults in making Trustee shall not have received from the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th Holders of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided majority in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being convertedSecurities with respect to which an Event of Default has occurred at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. Subject The foregoing shall not apply to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of suit instituted by the Holder of this Security (for the enforcement of any payment of principal hereof or any Predecessor Security) of record at such Regular Record Date to receive an instalment of premium or interest (with certain exceptions provided in hereon on or after the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversionrespective due dates expressed herein. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject reference herein to adjustment as provided in the Indenture. In addition, the Indenture provides that in case and no provision of certain consolidations this Security or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and any Additional Amounts with respect to, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium interest on and any Additional Amounts with respect to, this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall be amended, without have the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during meanings assigned to them in the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)Indenture.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Seventeenth Supplemental Indenture, dated as of January 10, 2024 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to April 10, 2034 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Seventeenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is January 4, 2024. Prior to January 10, 2034 (three months prior to their maturity date) (the “Par Call Date”), the Holder Company may redeem the Securities of this Security is entitledseries at its option, at his optionin whole or in part, at any time after the 60th day following the date and from time to time, at a redemption price (expressed as a percentage of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at and rounded to three decimal places) (the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share“Optional Redemption Price”) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,399,835,000 in aggregate principal amount. This Security is not redeemable prior to May 6, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledDecember 10, at his option2018. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Supplemental Indenture, dated as of September 16, 2016 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13, 2016. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Sixth Supplemental Indenture, dated as of February 24, 2020 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,250,000,000 in aggregate principal amount. This Security is not redeemable prior to February 24, 2050 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is February 19, 2020. Prior to August 24, 2049 (the date that is six months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 24, 2049 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after August 24, 2049 (the date that is six months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Seventeenth Supplemental Indenture, dated as of January 10, 2024 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,250,000,000 in aggregate principal amount. This Security is not redeemable prior to April 10, 2029 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Seventeenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is January 4, 2024. Prior to March 10, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Holder Company may redeem the Securities of this Security is entitledseries at its option, at his optionin whole or in part, at any time after the 60th day following the date and from time to time, at a redemption price (expressed as a percentage of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at and rounded to three decimal places) (the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share“Optional Redemption Price”) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, National Association, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after and from time to time prior to January 1, 2025, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a Redemption Price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment all as provided in the Indenture. The conversion price is subject Company may redeem some or all of the Securities of this series upon not less than 30 days’ notice by mail, at any time and from time to adjustment as time on or after January 1, 2025, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In additionThe Indenture permits, with certain exceptions as therein provided, the Indenture provides that in case amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified abovethe Indenture is supplemented by the Officers’ Certificate, only into dated March 17, 2015, establishing the kind form and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder terms of the number Securities of shares this series). This is one of Common Stock into which this Security might have been converted immediately prior the Securities of the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: , merger20 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).National Association, as Trustee By Name Authorized Signatory

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after the 60th day following the date of original issuance of Securities pursuant and from time to the Indenture and on or before the close of business on time prior to December 15, 20012022, at the election of the Company, at a redemption price equal to the greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment all as provided in the Indenture. The conversion Company may redeem some or all of the Securities of this series upon not less than 30 days’ notice by mail, at any time and from time to time on or after December 15, 2022, at the election of the Company, at a redemption price is subject equal to adjustment as 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In additionThe Indenture permits, with certain exceptions as therein provided, the Indenture provides that in case amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share in the kind and amount received per share by a plurality of nonwithin-electing shares)mentioned Indenture.

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National BankWells Farxx Xxnk, NA, as Trustee trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Securities of this Security is entitledseries are subject to redemption upon not less than 30 days’ notice by mail, at his option, in whole at any time after or in part from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 37.5 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: May ___, merger2009 Wells Farxx Xxnk, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 25, 1996 1998 (herein called the "“Indenture"”), between the Company and First Union J. X. Xxxxxx Trust Company, National BankAssociation, the successor-in-interest to Chase Manhattan Trust Company, National Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to This Security is one of the series designated on the face hereof. The Company may, without the consent of the Holders of Securities of this series, increase the initial principal amount of the Securities in the future (by “reopening” the series and upon compliance issuing more Securities) on the same terms and conditions and with the provisions of same CUSIP numbers as the Indenture, the Holder Securities. The Securities of this Security is entitled, at his optionseries are subject to redemption upon not more than 60 or less than 30 days’ notice by mail, at any time after or from time to time, in whole or in part, at the 60th day following option of the Company on any date of original issuance of Securities pursuant (a “Redemption Date”), at a redemption price equal to the Indenture greater of (i) 100% of the principal amount of the Securities to be redeemed, or (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such Redemption Date; provided that installments of interest on Securities which are due and payable on an Interest Payment Date falling on or before prior to the close relevant Redemption Date shall be payable to the holders of business on December 15such Securities, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or registered as such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, at the close of business on the second business day preceding the Redemption relevant Regular Record Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion according to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at terms and the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 provisions of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after and from time to time prior to their maturity, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: November 23, merger2010 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof. This Security is not subject to redemption prior to its maturity. If an Event of Default with respect to Securities of this series shall occur and upon compliance be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as effect provided in the Indenture. The conversion price is subject to adjustment Indenture permits, with certain exceptions as provided in the Indenture. In additiontherein provided, the Indenture provides that in case amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible as specified above, only into affected by notice to the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)contrary.

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after and from time to time prior to March 1, 2020, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment all as provided in the Indenture. The conversion Company may redeem some or all of the Securities of this series upon not less than 30 days’ notice by mail, at any time and from time to time on or after March 1, 2020 at the election of the Company, at a redemption price is subject equal to adjustment as 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In additionThe Indenture permits, with certain exceptions as therein provided, the Indenture provides that in case amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: , merger20 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, National Association, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after and from time to time prior to October 1, 2034, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a Redemption Price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment all as provided in the Indenture. The conversion price is subject Company may redeem some or all of the Securities of this series upon not less than 30 days’ notice by mail, at any time and from time to adjustment as time on or after October 1, 2034, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In additionThe Indenture permits, with certain exceptions as therein provided, the Indenture provides that in case amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified abovethe Indenture is supplemented by the Officers’ Certificate, only into dated March 17, 2015, establishing the kind form and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder terms of the number Securities of shares this series). This is one of Common Stock into which this Security might have been converted immediately prior the Securities of the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: , merger20 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).National Association, as Trustee By Name Authorized Signatory

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. Some or all of the Securities of this Security is entitled, at his optionseries are subject to redemption upon not less than 30 days’ notice by mail, at any time after and from time to time prior to their maturity, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: May 20, merger2010 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture)) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of March 10, 2009 the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to $1,500,000,000 in aggregate principal amount. This Security is not redeemable prior to the Stated Maturity, except that this Security may be redeemed pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is March 10, 2009. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon compliance with all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security is entitled, at his option, at shall not have the right to institute any time after the 60th day following the date of original issuance of Securities pursuant proceeding with respect to the Indenture and on or before for the close appointment of business on December 15a receiver or trustee or for any other remedy thereunder, 2001unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, or the Holders of not less than 25% in case principal amount of the Securities of this Security or a portion hereof is called for redemption, then series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of this Security or such portion hereof until Event of Default as Trustee and includingoffered the Trustee reasonable indemnity, but (unless and the Company defaults in making Trustee shall not have received from the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th Holders of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided majority in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities of this Security then being convertedseries at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. Subject The foregoing shall not apply to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of suit instituted by the Holder of this Security (for the enforcement of any payment of principal hereof or any Predecessor Security) interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of record this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at such Regular Record Date to receive an instalment of interest (with certain exceptions the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), no whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or adjustment (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company or the Guarantor deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities on the dates such payments are due in accordance with the terms of such Securities and Guarantees, and certain other conditions are satisfied. Except in the limited circumstances described in Section 305 of the Indenture, the Securities of this series shall be issued in the form of one or more Global Securities and The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP P.L.C. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or interest payment, the Guarantor hereby agrees to cause any such payment to be made upon conversion on account promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any interest accrued hereon amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (1) for or on account of any dividends such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (2) for or on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).account of:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Eleventh Supplemental Indenture, dated as of February 8, 2021 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $1,250,000,000 in aggregate principal amount. This Security is not redeemable prior to February 8, 2061 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Eleventh Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is February 3, 2021. Prior to August 8, 2060 (the date that is six months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 8, 2060 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 25 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after August 8, 2060 (the date that is six months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. The Company may redeem some or all of the Securities of this Security is entitled, at his optionseries upon not less than 30 days’ notice by mail, at any time after and from time to time prior to their maturity, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: November 23, merger2010 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of December 18[______] __, 1996 1998 (herein called the "Indenture"), between the Company and First Union National BankWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $_________. All terms used in this Security that are defined in the Indenture and upon compliance with in the provisions Amended and Restated Trust Agreement, dated as of _________________, 1998, as amended (the "Trust Agreement"), for AMERICAN COIN MERCHANDISING TRUST I among the Company, as depositor, the Trustees named therein and the holders, from time to time, of undivided beneficial interests in the assets of AMERICAN COIN MERCHANDISING TRUST I, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may at any time, at its option, on or after _______________, 2003, and subject to the terms and conditions of Article XI of the Indenture, the Holder of redeem this Security is entitledin whole at any time or in part from time to time, without premium or penalty, at his a redemption price equal to the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount thereof. Upon the occurrence and during the continuation of a Tax Event or Investment Company Event in respect of AMERICAN COIN MERCHANDISING TRUST I, the Company may, at its option, at any time after within 90 days of the 60th day following the date occurrence of original issuance of Securities pursuant such Tax Event or Investment Company Event, redeem this Security, in whole but not in part, subject to the Indenture provisions of Section 11.7 and on or before the close other provisions of business on December 15Article XI of the Indenture, 2001, or in case this Security or at a portion hereof is called for redemption, then in respect of this Security or such portion hereof until redemption price equal to the accrued and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business unpaid interest on the second business day preceding Security so redeemed to the Redemption Date, to convert this Security (or any portion plus 100% of the principal amount thereof. In the event of redemption of this Security in part only, a new Security or Securities of this series for the portion hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided not redeemed will be issued in the Indenture) by surrender name of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than upon the cancellation hereof. The Indenture contains provisions for satisfaction and discharge of the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount indebtedness of this Security then being converted. Subject to upon compliance by the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (Company with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided conditions set forth in the Indenture. The conversion price is subject to adjustment Indenture permits, with certain exceptions as provided in the Indenture. In additiontherein provided, the Indenture provides that Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in case any manner the rights and obligations of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all and of the assets Holders of the CompanySecurities, the Indenture shall be amended, without with the consent of any the Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and not less than a majority in principal amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).the

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18August 22, 1996 2011 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and First Union Xxxxx Fargo Bank, National BankAssociation, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof. The Securities of this series are subject to redemption upon not less than 30 days’ notice, at any time, as a whole or in part, at the election of the Company, at a Redemption Price equal to the greater of (i) 100% of the principal amount called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360 day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. The provisions of the Indenture requiring the Company to make a repurchase offer, if a Change of Control Repurchase Event occurs, apply to this Security. The Indenture contains provisions granting the Company the right to redeem this Security at any time if certain adverse changes occur with respect to the tax treatment of this Security. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions requiring the Company to pay certain Additional Amounts in respect of this Security in the event it is required to withhold certain Taxes by certain governmental authorities. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security is entitled, at his option, at shall not have the right to institute any time after the 60th day following the date of original issuance of Securities pursuant proceeding with respect to the Indenture and on or before for the close appointment of business on December 15a receiver or trustee or for any other remedy thereunder, 2001unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, or the Holders of not less than 25% in case this Security or a portion hereof is called for redemption, then principal amount of the Securities with respect to which an Event of Default has occurred at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of this Security or such portion hereof until Event of Default as Trustee and includingoffered the Trustee indemnity satisfactory to it, but (unless and the Company defaults in making Trustee shall not have received from the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th Holders of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided majority in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being convertedSecurities with respect to which an Event of Default has occurred at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. Subject The foregoing shall not apply to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of suit instituted by the Holder of this Security (for the enforcement of any payment of principal hereof or any Predecessor Security) of record at such Regular Record Date to receive an instalment of premium or interest (with certain exceptions provided in hereon on or after the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversionrespective due dates expressed herein. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject reference herein to adjustment as provided in the Indenture. In addition, the Indenture provides that in case and no provision of certain consolidations this Security or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and any Additional Amounts with respect to, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium interest on and any Additional Amounts with respect to, this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall be amended, without have the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during meanings assigned to them in the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)Indenture.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Third Supplemental Indenture, dated as of February 13, 2015 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $850,000,000 in aggregate principal amount. This Security is not redeemable prior to February 13, 2018 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledFebruary 10, at his option2015. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 10 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of April 6, 2020 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $500,000,000 in aggregate principal amount. This Security is not redeemable prior to April 6, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is April 2, 2020. Prior to February 6, 2027 (the date that is two months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on February 6, 2027 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 45 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after February 6, 2027 (the date that is two months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $998,543,000 in aggregate principal amount. This Security is not redeemable prior to May 4, 2026 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. Prior to February 4, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on February 4, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after February 4, 2026 (the date that is three months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 Issuer (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 23, 1996 2020 (herein called the "“Indenture"”), between among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company and First Union National BankAmericas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the TrusteeGuarantors, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and upon compliance issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities; provided that if such additional Securities are not fungible with the Securities for U.S. federal income tax purposes, such additional Securities will have a different CUSIP number from the Securities. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. The Securities of this series are subject to redemption at the option of the Issuer on any date prior to April 23, 2027 (any such date, a “Make-Whole Redemption Date”), in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities being redeemed and (2) the Make-Whole Amount for the Securities being redeemed, plus, in either case, accrued and unpaid interest to such Make-Whole Redemption Date, all as provided in the Indenture. Notwithstanding the foregoing, installments of interest on Securities that are due and payable on Interest Payment Dates falling on or prior to a Make-Whole Redemption Date will be payable on the Interest Payment Date in accordance with their terms and in accordance with the provisions of the Indenture, . For the Holder of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender purposes of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an a Indenture, dated as of December 18June 14, 1996 2022 (herein called the "“Base Indenture"”), as supplemented by that First Supplemental Indenture, dated as of June 14, 2022 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and First Union Wilmington Trust, National BankAssociation, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Securities Securities, and to which Indenture reference is hereby made for a statement of the terms upon which the Securities of this series designated on the face hereof are, and are to be, authenticated and delivered. Subject By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and upon compliance with in any other respect provided in the Indenture. The indebtedness evidenced by this Security is subordinate and junior in right of payment to all Senior Debt to the extent provided in the Indenture, and each Holder of this Security, by such Hxxxxx’s acceptance of this Security, covenants and agrees to the subordination provided in the Indenture and shall be bound by the provisions of the Indenture. Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification, or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt. Each Holder hereof, by his, her or its acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such Holder upon said provisions. The Indenture contains provisions for defeasance of this Security upon compliance with certain conditions set forth in the Indenture. If certain Events of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Any Event of Default with respect to this Security may be waived by the Holder hereof, as and if provided in the Indenture. The Company may, at its option, redeem the Securities of this series, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, on any Interest Payment Date on or after June 15, 2027. The Company may also, at its option, redeem the Securities of this series before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. Any such redemption will be at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date fixed by the Company. Notwithstanding any of the foregoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve, this Security may not be repaid prior to the Stated Maturity Date without the prior written consent of the Federal Reserve. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The provisions of Article XI of the Base Indenture and Article VII of the First Supplemental Indenture shall apply to the redemption of any Securities of this series by the Company. In the event that any payment on the Securities of this series is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium (if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is entitledregistrable in the Security Register, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect upon surrender of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close for registration of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), transfer at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency of the Company maintained for that purpose pursuant to under Section 1002 of the IndentureBase Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the Company in the form provided contrary. All terms used in this Security (or such other notice as is acceptable which are defined in the Indenture shall have the meanings assigned to them in the Company) that the Holder hereof elects to convert Indenture. Nothing in this Security, express or if less implied, shall give to any person, other than the entire principal amount hereof is to be convertedHolders of the Securities of this series, the portion hereof to be convertedparties hereto and their permitted successors hereunder, andany benefit of any legal or equitable right, in case such surrender remedy or claim hereunder. All notices under this Security shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment writing and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment DateCompany, addressed to the right Company at 1000 00xx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000, Attention: Chief Financial Officer, or, in the case of the Trustee, addressed to the Trustee at Rxxxxx Square North, 1000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: West Bancorporation, Inc. Administrator or to such other address of the Trustee as the Trustee may notify the Holders of the Securities of this series. All notices to the Holder of this Security (or any Predecessor Security) of record will be given to the Holder at such Regular Record Date to receive an instalment of interest (with certain exceptions provided its address as it appears in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversionSecurity Register. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share All covenants and agreements by the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, this Security and the Indenture provides that in case shall bind the Company’s successors and assigns, including successors by operation of certain consolidations law resulting from a merger or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets consolidation of the Company, or successors resulting from the Indenture transfer of the Company’s assets and liabilities substantially or entirely, to another entity (“Successors”). Any Successor shall be amendedexpressly assume in writing all the Company’s obligations hereunder prior to becoming a Successor, without and upon becoming a Successor, shall perform all the consent of Company’s obligations hereunder and make all payments due hereunder. In case any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period provision in this Security shall be convertible as specified aboveinvalid, only into illegal or unenforceable, the kind validity, legality and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder enforceability of the number remaining provisions shall not in any way be affected or impaired thereby. EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. This Security shall be governed by and construed in accordance with the laws of shares the State of Common Stock into which New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto), without regard to the conflicts of law provisions thereof. [FORM OF TRANSFER NOTICE] To assign this Security might have been converted immediately prior to such consolidationSecurity, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share fill in the kind and amount received per share by a plurality of non-electing shares).form below:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18June 4, 1996 2003 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Tenth Supplemental Indenture, dated as of December 4, 2020, and the Eleventh Supplemental Indenture, dated as of February 8, 2021 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, limited to and upon compliance $2,250,000,000 in aggregate principal amount. This Security is not redeemable prior to June 4, 2051 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Tenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is December 1, 2020. Prior to December 4, 2050 (the date that is six months prior to the scheduled maturity date for the Securities), the Holder Securities of this Security is entitledseries are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at his optionas a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on December 4, 2050 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement Redemption Date. On or after December 4, 2050 (the date that is six months prior to the scheduled maturity date for payment andthe Securities), the Securities of this series are subject to redemption, in the case of whole or in part, at any time and from time to time at a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, redemption price equal to the right 100% of the Holder principal amount of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Securities to be made upon conversion on account of any interest redeemed, plus accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversionand unpaid interest, if any, thereon to, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionexcluding, the Indenture provides that in case date of certain consolidations or mergers to which redemption. For purposes of determining the Company is a party or the sale or transfer of all or substantially all of the assets of the CompanyOptional Redemption Price, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security Note is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an the Subordinated Debt Securities Indenture, dated as of December 18May 21, 1996 2007 (herein called the "“Base Indenture"”), as supplemented by the First Supplemental Indenture, dated as of May 29, 2007 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and First Union U.S. Bank National BankAssociation, as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company and the holders of Senior Indebtedness and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions The terms of the IndentureSecurities include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from time to time (the Holder “TIA”). The Securities are subject to all such terms, and holders of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant are referred to the Indenture and the TIA for a statement of such terms. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount of $300,000,000; provided, however, that the aggregate principal amount of the Securities may be increased in the future without the consent of the holders of the Securities on the same terms and conditions as the Securities, except for issue date, issue price and, if applicable, the initial Interest Payment Date. Additional Securities issued in this manner will be consolidated with, and will form a single series with, the previously outstanding Securities unless such additional Securities will not be treated a fungible with the previously issued and outstanding Securities for U.S. federal income tax purposes. The Company may, on one or before more occasions, so long as no Event of Default with respect to the close Securities has occurred and is continuing, elect to defer one or more interest payments thereon at any time and from time to time for up to five consecutive years (which may include a combination of business on December 15, 2001, or semi-annual and quarterly Interest Periods) without being subject to the Alternative Payment Mechanism described in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but the Indenture (unless the Company defaults in making the payment due upon redemption) not afterelects to pay deferred interest). Further, the close of business Company may defer interest payments on the second business day preceding Securities for a total of up to ten consecutive years due to one or more Market Disruption Events, as described in the Redemption DateIndenture, without giving rise to convert this Security (or any portion an Event of Default and acceleration under the Indenture. Upon payment of all accrued and unpaid deferred interest on the Securities, the Company may again elect to defer interest as provided in Section 2.02(e) of the principal amount hereof First Supplemental Indenture, but in no event may any Optional Deferral Period extend beyond the Maturity Date. The Company is subject to certain restrictions during any Optional Deferral Period, as set forth in Section 2.03 of the First Supplemental Indenture. On the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interest, the Company is $1,000 or an integral multiple thereof)obligated to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities and/or, at the principal Company’s option, its Qualifying Warrants until it has raised an amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion Eligible Proceeds at least equal to the nearest 1/100th aggregate amount of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at accrued and unpaid deferred interest on the current adjusted conversion price if an adjustment has been made Securities that shall be accrued and unpaid as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security other than interest accruing during the final interest period of the Securities, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid in full. The Company’s obligation to use Commercially Reasonable Efforts to issue Qualifying Securities and/or, at its option, Qualifying Warrants to satisfy its obligation to pay accrued and unpaid deferred interest is subject to Market Disruption Events and the instructions or rulings of any Applicable Regulatory Authority, and does not apply on the Final Maturity Date, or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to Acceleration Date of the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, Securities or in the case of a conversion after Business Combination. In complying with its obligations in respect of the Regular Record Date next preceding any Interest Alternative Payment Date and on Mechanism, in no event shall the Company: (i) be required to issue Common Stock or before such Interest Payment Date, Qualifying Warrants prior to the right fifth anniversary of the Holder commencement of this Security (or any Predecessor Security) of record at such Regular Record Date an Optional Deferral Period to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides extent that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of such shares of Common Stock into which this Security might and the shares underlying such Qualifying Warrants, as of the date of their issuance, would exceed 2% of the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements; (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the Securities pursuant to the Alternative Payment Mechanism, would exceed 25% of the aggregate principal amount of the Securities initially issued under the Indenture; or (iii) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Securities; however, the Company may, at the Company’s option, issue Qualifying Warrants and use the proceeds from such issuance to pay deferred interest on the Securities, subject to clause (i) above. The Company shall have been converted immediately the right to redeem the Securities before their maturity on any Interest Payment Date: (i) in whole or in part, on one or more occasions at any time on or after June 1, 2017, at a cash redemption price equal to the Par Redemption Amount; (ii) in whole or in part, on one or more occasions at any time prior to such consolidationJune 1, merger2017, sale in cases not involving a “Tax Event” or transfer “Rating Agency Event,” (assuming such holder each as defined hereinafter) at a cash redemption price equal to the greater of Common Stock failed (A) the Par Redemption Amount and (B) the Make-whole Redemption Amount (as defined hereinafter); (iii) in whole, but not in part, at any time prior to exercise June 1, 2017 and within 180 days after the occurrence of a “Tax Event,” at a cash redemption price equal to the Par Redemption Amount; or (iv) in whole, but not in part, at any rights time prior to June 1, 2017 and within 180 days after the occurrence of election and received per share a “Rating Agency Event” at a cash redemption price equal to the kind and amount received per share by a plurality greater of nonthe Par Redemption Amount or the Special Event Make-electing shareswhole Redemption Amount (each as defined hereinafter).. As used herein:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be issued in one or more series under an Indenture, dated as of December 18August 15, 1996 1994, as supplemented by the First Supplemental Indenture dated as of September 30, 1994, among the Company, XTRA Corporation, as Guarantor (herein called a "Guarantor," which term includes any successor Guarantor to XTRA Corporation under the Indenture), and The First National Bank of Boston ("Bank of Boston"), as Trustee and, as to the First Supplemental Indenture, XTRA Missouri, Inc. as Guarantor, as further supplemented by the Second Supplemental Indenture dated as of May __, 1997 among the Company, XTRA Corporation, as Guarantor, and State Street Bank and Trust Company (as successor in interest to Bank of Boston), as Trustee (as so supplemented, the "Indenture"), between the Company and First Union National Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indentureseries designated on the face hereof. If an Initial Redemption Date is specified on the face hereof, the Holder of this Security is entitled, at his optionsubject to redemption upon notice by first-class mail given not less than 30 nor more than 60 days prior to the date fixed for redemption, at any time as a whole or in part, on or after the 60th day following Initial Redemption Date, if any, specified on the date face hereof, at the election of original issuance the Company, at the Redemption Prices, if any, specified on the face hereof, (expressed in percentages of Securities pursuant the principal amount), and thereafter at a redemption price equal to 100% of the principal amount of this Security, plus accrued interest to the Indenture and Redemption Date; provided, that interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001, such Securities (or in case this Security one or a portion hereof is called for redemption, then in respect more Predecessor Securities) of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Date referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made all as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be ”) issued under an the Junior Subordinated Indenture, dated as of December 18September 29, 1996 2005 (herein called the "“Indenture"”), between the Company and First Union JPMorgan Chase Bank, National BankAssociation, as Trustee (herein called in such capacity, the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of September 29, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Deerfield Triarc Capital Trust I (the “Trust”) among the Company, as Depositor and the Trustees named therein shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The company may, at its option, redeem the Securities on or after October 30, 2010 subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to 100% of the principal amount hereof, together in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon compliance the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date; provided, however, that the Security may be redeemed in connection with a Special Event as set forth above on or after October 30, 2010 at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture, Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or before currency, herein prescribed. As provided in the close Indenture and subject to certain limitations therein set forth, the transfer of business on December 15this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, 2001as amended), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in case form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Xxxxxx’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a portion hereof is called for redemptionbeneficial interest herein, then in respect of the Holder of, and any Person that acquires a beneficial interest in, this Security or such portion hereof until agree that, for United States federal, state and includinglocal tax purposes, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert it is intended that this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being convertedconstitute indebtedness. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this This Security shall be convertible as specified above, only into construed and enforced in accordance with and governed by the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder laws of the number State of shares New York, without reference to its conflict of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer laws provisions (assuming such holder other than Section 5-1401 of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing sharesGeneral Obligations Law).

Reverse of Security. This Security security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), ”) issued and to be issued in one or more series under an Indenture, dated as of December May 18, 1996 2009 (herein called the "“Indenture"”), between the Company and First Union National Xxxxx Fargo Bank, NA, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indenture, series designated on the Holder face hereof. Some or all of the Securities of this Security is entitled, at his optionseries are subject to redemption upon not less than 30 days’ notice by mail, at any time after and from time to time prior to their maturity, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price equal to the Indenture greater of a) 100% of the principal amount of the Securities then outstanding to be redeemed; or b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date, but interest installments whose Stated Maturity is on or before prior to such Redemption Date will be payable to the close Holders of business on December 15, 2001such Securities, or in case this Security one or a portion hereof is called for redemptionmore Predecessor Securities, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, record at the close of business on the second business day preceding relevant Record Dates referred to on the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount face hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment all as provided in the Indenture. In additionthe event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that in case permits, with certain exceptions as therein provided, the amendment thereof and the modification of certain consolidations or mergers to which the rights and obligations of the Company is a party or and the sale or transfer rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all or substantially all Securities of such series, to waive compliance by the Company with certain provisions of the assets Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the Companyentire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture shall be amendedand no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any Holders premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of Securitiesthe Indenture (which limits interest to the maximum amount permissible by law), so that the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this SecuritySecurity is registerable in the Security Register, if then outstandingupon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be convertible thereafterissued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, during Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the period Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be convertible affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture (including as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer may be supplemented by a holder an Officers’ Certificate). This is one of the number Securities of shares of Common Stock into which this Security might have been converted immediately prior the series designated therein referred to such consolidationin the within-mentioned Indenture. Dated: May 20, merger2010 Xxxxx Fargo Bank, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).NA, as Trustee By Name Authorized Signatory

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company Subsidiary Issuer designated as its 6 1/25.70% Convertible Subordinated Debentures Notes due 2001 May 30, 2041 (herein called the "“Securities"”), limited (except as otherwise provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option850,000,000, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to which may be issued under an Indenture, dated as of December 18, 1996 indenture (herein called the "“Indenture")”) dated as of June 1, between 2011 among the Company and First Union National BankCompany, the Subsidiary Issuer, Citibank, N.A., as Trustee indenture agent (herein called the "“Indenture Agent,” which term includes any successor Indenture Agent under the Indenture) and Wilmington Trust Company, as trustee (herein called the “Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Subsidiary Issuer, the Guarantor, the Trustee, the holders of Senior Indebtedness Indenture Agent and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is a global Security representing $[—] aggregate principal amount at maturity of the Securities. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Subsidiary Issuer (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer to an account maintained in the United States by the Person entitled to such payment as specified in the Security Register. Notwithstanding the foregoing, payments of principal, premium, if any, and interest on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon compliance with the provisions presentation and surrender of such Security to such office or agency referred to above. As provided for in the Indenture, the Subsidiary Issuer may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for the issue price, the payment of interest accruing prior to the issue date of the new Securities of this series and/or the first payment of interest following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding Securities of this series. The Company will pay to the Holder of this Security such Additional Amounts and other amounts as may be payable under Section 1005 of the Indenture. Whenever in this Security there is entitledmentioned, at his optionin any context, the payment of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Securities are subject to redemption upon not less than 30 nor more than 60 days’ notice, at any time after the 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15time, 2001, as a whole or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof)part, at the principal amount hereofelection of the Subsidiary Issuer, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock Redemption Make-whole Price (or at as defined below) payable on the current adjusted conversion price if an adjustment has been made as provided date specified in such notice (the Indenture“Optional Redemption Date”) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).greater of:

Reverse of Security. This Security Note is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an the Subordinated Debt Securities Indenture, dated as of December 18May 21, 1996 2007 (herein called the "“Base Indenture"”), as supplemented by the First Supplemental Indenture, dated as of May 29, 2007 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and First Union U.S. Bank National BankAssociation, as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company and the holders of Senior Indebtedness and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions The terms of the IndentureSecurities include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from time to time (the Holder “TIA”). The Securities are subject to all such terms, and holders of this Security is entitled, at his option, at any time after the 60th day following the date of original issuance of Securities pursuant are referred to the Indenture and the TIA for a statement of such terms. This Note is one of the series of Securities designated on the face hereof, limited in initial aggregate principal amount of $300,000,000; provided, however, that the aggregate principal amount of the Securities may be increased in the future without the consent of the holders of the Securities on the same terms and conditions as the Securities, except for issue date, issue price and, if applicable, the initial Interest Payment Date. Additional Securities issued in this manner will be consolidated with, and will form a single series with, the previously outstanding Securities unless such additional Securities will not be treated a fungible with the previously issued and outstanding Securities for U.S. federal income tax purposes. The Company may, on one or before more occasions, so long as no Event of Default with respect to the close Securities has occurred and is continuing, elect to defer one or more interest payments thereon at any time and from time to time for up to five consecutive years (which may include a combination of business on December 15, 2001, or semi-annual and quarterly Interest Periods) without being subject to the Alternative Payment Mechanism described in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but the Indenture (unless the Company defaults in making the payment due upon redemption) not afterelects to pay deferred interest). Further, the close of business Company may defer interest payments on the second business day preceding Securities for a total of up to ten consecutive years due to one or more Market Disruption Events, as described in the Redemption DateIndenture, without giving rise to convert this Security (or any portion an Event of Default and acceleration under the Indenture. Upon payment of all accrued and unpaid deferred interest on the Securities, the Company may again elect to defer interest as provided in Section 2.02(e) of the principal amount hereof First Supplemental Indenture, but in no event may any Optional Deferral Period extend beyond the Maturity Date. The Company is subject to certain restrictions during any Optional Deferral Period, as set forth in Section 2.03 of the First Supplemental Indenture. On the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interest, the Company is $1,000 or an integral multiple thereof)obligated to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities and/or, at the principal Company’s option, its Qualifying Warrants until it has raised an amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion Eligible Proceeds at least equal to the nearest 1/100th aggregate amount of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at accrued and unpaid deferred interest on the current adjusted conversion price if an adjustment has been made Securities that shall be accrued and unpaid as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security other than interest accruing during the final interest period of the Securities, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid in full. The Company’s obligation to use Commercially Reasonable Efforts to issue Qualifying Securities and/or, at its option, Qualifying Warrants to satisfy its obligation to pay accrued and unpaid deferred interest is subject to Market Disruption Events and the instructions or rulings of any Applicable Regulatory Authority, and does not apply on the Final Maturity Date, or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to Acceleration Date of the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, Securities or in the case of a conversion after Business Combination. In complying with its obligations in respect of the Regular Record Date next preceding any Interest Alternative Payment Date and on Mechanism, in no event shall the Company: (i) be required to issue Common Stock or before such Interest Payment Date, Qualifying Warrants prior to the right fifth anniversary of the Holder commencement of this Security (or any Predecessor Security) of record at such Regular Record Date an Optional Deferral Period to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides extent that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of such shares of Common Stock into which this Security might and the shares underlying such Qualifying Warrants, as of the date of their issuance, would exceed 2% of the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements; (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the Securities pursuant to the Alternative Payment Mechanism, would exceed 25% of the aggregate principal amount of the Securities initially issued under the Indenture; or (iii) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Securities; however, the Company may, at the Company’s option, issue Qualifying Warrants and use the proceeds from such issuance to pay deferred interest on the Securities, subject to clause (i) above. The Company shall have been converted immediately the right to redeem the Securities before their maturity on any Interest Payment Date: (i) in whole or in part, on one or more occasions at any time on or after June 1, 2017, at a cash redemption price equal to the Par Redemption Amount; (ii) in whole or in part, on one or more occasions at any time prior to such consolidationJune 1, merger2017, sale in cases not involving a “Tax Event” or transfer “Rating Agency Event,” (assuming such holder each as defined hereinafter) at a cash redemption price equal to the greater of Common Stock failed (A) the Par Redemption Amount and (B) the Make-whole Redemption Amount (as defined hereinafter); (iii) in whole, but not in part, at any time prior to exercise June 1, 2017 and within 180 days after the occurrence of a “Tax Event,” at a cash redemption price equal to the Par Redemption Amount; or (iv) in whole, but not in part, at any rights time prior to June 1, 2017 and within 180 days after the occurrence of election and received per share a “Rating Agency Event” at a cash redemption price equal to the kind and amount received per share by a plurality greater of nonthe Par Redemption Amount or the Special Event Make-electing shareswhole Redemption Amount (each as defined hereinafter).. As used herein:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be issued outside France in one or more series under an Indenture, dated as of December 18February 17, 1996 2012, as supplemented by the supplemental indenture, dated February 19, 2019 (herein called the "Indenture"), between among the Company Company, as issuer, TOTAL S.A., as Guarantor (herein called the "Guarantor"), and First Union National BankThe Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indentureseries designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as follows: (A) prior to November 19, 2028 (three months prior to the Stated Maturity), the Holder of this Security is entitled, at his optionNotes shall be redeemable in whole or in part, at any time after and from time to time, at a redemption price (the 60th day following the date of original issuance of Securities pursuant "Optional Make-Whole Redemption Price") equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of payments of interest accrued to the relevant redemption date (any such date, the "Redemption Date")) discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest to (but excluding) the relevant Redemption Date and (B) on or an integral multiple thereofafter November 19, 2028 (three months prior to Stated Maturity), the Notes shall be redeemable in whole or in part, at the principal amount hereofany time and from time to time, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion redemption price equal to $25.95 principal amount for each share 100% of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Notes to be made upon conversion on account redeemed, plus accrued and unpaid interest to (but excluding) the Redemption Date. For purposes of any interest accrued hereon or on account of any dividends on determining the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)following definitions are applicable.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued in one or more series under an Indenture, dated as of December 18March 8, 1996 2002 (herein called the "“Base Indenture"”), between among the Company Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and First Union National The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Second Supplemental Indenture, dated as of November 4, 2014 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject This Security is one of the series designated on the face hereof, initially limited to and upon compliance $750,000,000 in aggregate principal amount. This Security is not redeemable prior to November 4, 2024 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the provisions terms specified below and pursuant to Section 1108 of the Indenture, ; the Holder date specified for the Securities of this Security series, for purposes of said Section 1108, is entitledOctober 30, at his option2014. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time after and from time to time, at the 60th day following election of the date of original issuance of Securities pursuant Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 or an integral multiple thereofof the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”), ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the principal amount hereofTreasury Rate plus 20 basis points, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, andtogether with, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption)each case, also accompanied by payment in funds acceptable to the Company of an amount equal to the accrued and unpaid interest payable on such Interest Payment Date on the principal amount of the Securities of this Security then being converted. Subject series to be redeemed to the aforesaid requirement for payment and, in Redemption Date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture following terms shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).apply:

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued outside France in one or more series under an Indenture, dated as of December 18February 17, 1996 2012, as supplemented by the first supplemental indenture, dated February 19, 2019 and the fourth supplemental indenture dated June 29, 2020 (herein called the "“Indenture"”), between among the Company Company, as issuer, TOTAL S.A., as Guarantor (herein called the “Guarantor”), and First Union National BankThe Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indentureseries designated on the face hereof, initially limited in aggregate principal amount to U.S.$800,000,000. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as follows: (A) prior to December 29, 2059 (six months prior to the Stated Maturity), the Holder of this Security is entitled, at his optionCompany has the right to redeem the 2060 notes in whole or in part, at any time after and from time to time, at a redemption price (the 60th day following the date of original issuance of Securities pursuant “Optional Make-Whole Redemption Price”) equal to the Indenture and on or before the close greater of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptioni) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such 2060 Notes matured on December 29, 2059 (six months prior to the Stated Maturity) (not including any portion of payments of interest accrued to the relevant redemption date (any such date, the “Redemption Date”)) discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest to (but excluding) the relevant Redemption Date and (B) on or an integral multiple thereofafter December 29, 2059 (six months prior to Stated Maturity), the Notes shall be redeemable in whole or in part, at the principal amount hereofany time and from time to time, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion redemption price equal to $25.95 principal amount for each share 100% of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is Notes to be made upon conversion on account redeemed, plus accrued and unpaid interest to (but excluding) the Redemption Date. For purposes of any interest accrued hereon or on account of any dividends on determining the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)following definitions are applicable.

Reverse of Security. This Security is one of a duly authorized issue of Securities securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the "“Securities"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers”), issued and to be issued outside France in one or more series under an Indenture, dated as of December 18October 2, 1996 2009, as supplemented by the first supplemental indenture, dated October 11, 2018, the second supplemental indenture, dated July 22, 2020, the third supplemental indenture, dated June 17, 2021, and the fourth supplemental indenture dated April 5, 2024 (herein called the "“Indenture"”), between among the Company Company, as issuer, TotalEnergies SE, as Guarantor (herein called the “Guarantor”), and First Union National BankThe Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the holders of Senior Indebtedness Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions This Security is one of the Indentureseries designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as follows: (A) prior to January 5, 2034 (three months prior to the Stated Maturity), the Holder of this Security is entitledCompany may redeem the Securities at its option, at his optionin whole or in part, at any time after and from time to time, at a redemption price(expressed as a percentage of principal amount and rounded to three decimal places) (the 60th “Optional Make-Whole Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the relevant redemption date (assuming the notes matured on January 5, 2034) on a semi-annual basis (assuming a 360-day following year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemptionii) not after, the close of business on the second business day preceding the Redemption Date, to convert this Security (or any portion 100% of the principal amount hereof which is $1,000 of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date and (B) on or an integral multiple thereofafter January 5, 2034 (three months prior to Stated Maturity), the Company may redeem the Securities, in whole or in part, at the principal amount hereofany time and from time to time, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion redemption price equal to $25.95 principal amount for each share 100% of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then the notes being converted. Subject redeemed plus accrued and unpaid interest thereon to the aforesaid requirement for payment and, in redemption date. For purposes of determining the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In additionOptional Make-Whole Redemption Price, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale or transfer of all or substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares)following definitions are applicable.