RESTRICTED SHARE PLANS: SAMPLE PROSPECTUS

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1 RESTRICTED SHARE PLANS: SAMPLE PROSPECTUS ERR Midwinter Meeting San Diego, California March 25, 2010 Jeffrey S. Heller Associate General Counsel BP America Inc. 501 Westlake Park Blvd. Houston, TX

2 RESTRICTED SHARE PLANS Most large public corporations based in the U.S. as well as those based in large financial capitals around the globe with U.S. operations, use one or more restricted share plans as part of their compensation structure. Generally, if the corporation has U.S. stock-exchange listed shares included in the plans, there will be two operative documents: a governing plan document and a prospectus document. The latter is intended to satisfy unique U.S. legal requirements and will generally be made available to employee participants. Attached here is a sample of a U.S. plan prospectus that would be issued in conjunction with a restricted share plan. The prospectus reiterates many of the typical provisions of a restricted share plan. For employment lawyers, the questions they confront usually concern eligibility for awards under the plan. (It is assumed here that those interested in the legal intricacies of drafting the plan document to comply with ERISA, securities, and tax laws will find supporting materials in other venues outside ERR.) The attached sample prospectus illustrates some of the important eligibility provisions that confront the typical employment lawyer such as who is eligible, when are grants awarded, when are shares awarded or vested, what happens if someone dies, quits or is terminated, and finally what happens if an employer discovers misconduct prior to a final award of shares (often referred to as a clawback clause). Some plans will attempt to take clawback clauses even further and assert a right or claim against shares that have been awarded. This particular draft prospectus supports a restricted share plan draft that limits clawbacks to the period prior to share awards. What is not addressed in the prospectus attached here are two of the most critical issues facing executive rewards professionals, boards of directors, regulators and legislators: what amount of share-based compensation is reasonable for high level executives, and does the plan encourage directly or indirectly risky corporate behavior. Increasingly, corporations are including restricted share programs in their overall compensation systems, and to some extent restricted share plans can be an alternative to large cash bonuses or stock option plans that reward increases in stock price. However, just as cash bonuses or stock options can arguably in some instances support or relate to short-term or risky business behavior, restricted share grant plans can likewise directly or indirectly reward such behavior particular if the awards are based on short-term business measures or stock price gains. Most corporations prefer not to publicize the

3 measures used to establish restricted share grant awards and plans often do not include such language. Rather, the grant levels used in plans is reserved to the designated corporate officer under the plan, and may be reviewed with the Board of Director s compensation committee. Restricted share plans are therefore quite different from stock option plans, but the policy issues of concern to shareholders and regulators alike can remain. The attached is therefore a sample to illustrate the kinds of provisions common to these plans and their prospectuses.

4 PROSPECTUS XYZ Corp. Performance Share Plan January, 2010 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of Description of the XYZ Performance Share Plan in General XYZ Corp. ("XYZ" or the "the Company") maintains the XYZ Performance Share Plan, together with the U.S. Schedule (the "Plan"). The summary of selected matters regarding the Plan that follows is in all respects subject to the specific provisions contained in the Plan Rules and the U.S. Schedule which are attached to this prospectus as Appendix 1. [The sample here does not set forth the plan rules document.] The Plan provides for the granting to selected employees of restricted share units ("RSUs") which, upon the satisfaction of certain conditions, will entitle those employees to an equivalent amount of XYZ shares ("shares"). The number of RSUs to be granted will depend upon the employee's performance in the year prior to the RSU grant and other factors. "You" in this Prospectus means the employee who is eligible to receive grants of RSUs under the Plan or his or her estate or personal representative, as the context requires. This prospectus, the Plan Rules, and any other material provided to you by XYZ that states on its face that it is part of the prospectus, and all amendments or supplements to those documents, as well as the most recent XYZ Annual Review, together constitute the entire prospectus for the Plan. The Plan is designed to reward individual and XYZ performance as well as align participant interests with shareholder and XYZ perspectives. Summary of Grants and Awards under the Plan Eligibility XYZ employees in Levels A and B are generally eligible for participation in the Plan, but no employee is entitled to participate in the Plan. You will be informed by your line manager if you are eligible for an RSU grant under the Plan. Time Line The Performance Share Plan has five steps: Step 1 Step 2 Step 3 Step 4 Performance Grant Restricted Period Award Year (3 years) 1. Performance Year - This is the year for which your performance is assessed by your line manager. 2. Grant - In the first quarter of the year following the performance year, and after the assessment of your individual performance, you will receive a grant of Restricted Share Units (RSUs). Each RSU

5 represents one XYZ share. We use RSUs (rather than actual XYZ shares) to facilitate the efficient running of the Plan. The size of the grant is based on your Level and your individual performance for the performance year. 3. Restricted Period - RSUs must be held through January 1 of the third calendar year following the year of grant (the three year restricted period), during which time they are restricted. This means that you cannot sell or transfer them. Your RSUs accrue notional dividends which are reinvested into additional RSUs. Under normal circumstances you will forfeit your grant if you terminate employment from XYZ during the restricted period. 4. Award - During the first quarter of the year following the end of the three year restricted period, your RSUs (including any notional dividends) plus any additional RSUs awarded for XYZ performance, will be converted to XYZ shares. Following the required deductions for income and employment taxes, a net award of shares will be transferred to your brokerage account at the Plan record keeper. You will then be free to keep or to sell your shares. Note - RSU grants made prior to 2010 will continue to be eligible for an increase if XYZ s "Total Shareholder Return" (TSR) in the year of determination ranks at least third in the peer group of xxxxxx companies. Please refer to the 2009 Plan documents for a more detailed explanation of the TSR comparison. Commencing with RSU grants made in 2010, the TSR comparison will no longer be applicable. Link to individual performance for RSU grants At the end of the performance year, your line manager determines your performance using four ratings: "below expectations," "meets expectations," "exceeds expectations," and "exceptional." These ratings will determine the relative size of RSU grants to eligible employees as follows: "below expectations" employees will receive no grant or 50% of the regular grant, as determined by the line manager. "meets expectations" employees will receive grants of 100% of the regular grant. "exceeds expectations" employees will receive grants of 125% of the regular grant. "exceptional" performers will receive grants of 200% of the regular grant. Details of the Plan Below are questions and answers regarding selected provisions of the Plan. Please refer to the summary of the terms and conditions of the grant which may be reviewed at our website and to the Plan Rules including the U.S. Schedule, which are attached to this prospectus as Appendix 1, for additional information. In order to access Plan documents, after you have logged into your Plan account at our website please take the following steps: Click on the performance share plan balance Click on Plan information and documents Click on Plan prospectus to access the documents What are significant changes made to the Plan rules? Total Shareholder Return (TSR) the Plan will no longer include a measurement of the XYZ s performance against our principal strategic competitors and consequently there will be no increase in the number of RSUs based on that measurement of performance. This change will be effective for grants of RSUs awarded in 2010, however, grants made prior to 2010 will continue to be eligible for an increase based on the TSR comparison.

6 Eligibility for the Plan after January 1 of a performance year if you become eligible for participation in the Plan at any time after January 1 of a performance year, any grant you may receive will no longer be subject to being pro-rated for the shortened performance year but rather you will receive the full number of RSUs to be granted for that performance year. Change of Control the definition of Change of Control is being updated with respect to US participants to comply with applicable law. General 1. When are RSUs granted? RSUs are generally granted in the first quarter of the year following a performance year. Specifically, RSUs may only be granted within 42 days starting on the dates described in Section 3.2 of the Plan Rules. 2. Will there be performance conditions on the RSUs? XYZ may place performance conditions on the RSUs and those performance conditions may be different for different employees. You will be separately informed if performance conditions are attached to your RSUs. 3. How will I be notified that RSUs have been granted? Shortly after RSUs have been granted, you will receive a notification from your Plan record keeper that the grants have been posted to your account. At least once per year, generally in the first quarter, you will receive an annual statement with respect to all of your RSU grants. You may also review your Plan account, including all RSU grants and reinvested notional dividends at our website. 4. Do I have to pay anything for my RSU grants or XYZ share awards under the Plan? No. 5. May I disclaim my RSUs? You may disclaim your RSUs within 80 days after the grant date by notice in writing to XYZ, and the RSUs will be deemed never to have been granted to you. You do not need to pay for the disclaimer. A disclaimer form may be found at our website. 6. Do I have any shareholder rights because I have an RSU grant? No. As an RSU recipient you have no rights as a XYZ shareholder. You may not vote your RSUs or receive actual dividends on your RSUs. Notional dividends will accrue on your RSUs. (See question 7 below.) 7. What are notional dividends and how do they affect my RSUs? Notional dividends are the amount of cash dividends that would have been paid on the equivalent number of XYZ shares as your RSUs. Following a cash dividend payment on XYZ shares, your Plan account will be credited with additional RSUs in an amount equal to the number of shares that could have been purchased with the net amount of notional dividends on your RSUs had they been shares. These additional RSUs will be subject to the same terms and conditions as the original RSUs granted to you, including the remaining restricted period. If at any time there is a special dividend or a non-cash dividend, you will be informed of how XYZ plans to handle that dividend under the Plan. 8. How soon after the restricted period will I receive the award XYZ shares?

7 You will receive shares as soon as practicable following the end of the restricted period and determination of satisfaction of performance conditions, if any, have been made. You will be entitled to all rights attached to your shares as soon as the shares are transferred to your brokerage account at the Plan record keeper. It is expected that shares will be transferred no later than March 15th following the end of the restricted period. 9. Can I receive cash instead of XYZ shares? In limited circumstances, XYZ in its sole discretion may decide to grant "Restricted Cash Units," instead of RSUs. In addition, in only limited circumstances, XYZ in its sole discretion may decide to transfer cash to you (or your estate on your death) at award instead ofshares, less all required withholding amounts (See also question 16.) If cash is transferred it will be equal to the "Market Value" of the XYZ shares on the date of award or on such other date as is reasonably determined by XYZ. "Market Value" is the closing price of a XYZ shares as derived from the New York Stock Exchange on the immediately preceding business day. Leaving XYZ 10. What if I terminate employment with XYZ during a restricted period? The general rule is that if you terminate employment with XYZ during the restricted period you will forfeit all RSUs. If you leave for any of the following reasons before the end of the restricted period then your RSUs do not lapse and you may be awarded shares following the end of the restricted period: Disability (see question 17) Retirement with the consent of your employer (see question 13) Involuntary termination of employment other than due to your conduct or performance (see question 11) But see question What is "involuntary termination?" The following circumstances will be considered an involuntary termination of employment: termination of your employment by your XYZ employer or termination of your employment considered by the "designated corporate officer" (see question 30) as having been initiated by your employer, but in either case not based upon your conduct or performance; your employer ceasing to be under the control of XYZ; or a sale of assets or other transaction resulting in the termination of your employment with XYZ. 12. What if I resign? If you resign, your RSUs will lapse and you will not be entitled to any shares. However, for this purpose, if you retire with the "consent of your employer" (see question 13), you will not be considered to have resigned. 13. How do I retire with the consent of my employer? If you are eligible for coverage under the XYZ retiree medical plan on termination of employment by virtue of having reached age 50 with at least 10 years of vesting service for purposes of the XYZ pension plan

8 and you terminate employment with your XYZ employer you are deemed to retire with your employer's consent. 14. Leaving after the end of the restricted period but before the making of an award of shares If you cease to be an employee after the end of the restricted period but before the making of an Award, your RSUs do not lapse and you may be awarded XYZ shares. (But see question 15.) 15. How else can my RSUs be forfeited? Notwithstanding anything else described in the prospectus or in the Plan Rules, if XYZ determines that you engaged in conduct (including, but not limited to, a violation of the XYZ Employee Code or other applicable rules and regulations for your employment) which it considers was contrary to its legitimate expectations for an employee in your position, then it may reduce the number of shares to be awarded (including to zero in which case an award will not be made) or if an award has already been made but XYZ shares have not yet been transferred to you, transfer you a reduced number of shares or no shares at all. 16. Death If you die, your RSUs will not lapse. They will be increased by 25% and, no later than 90 days after your death, an award of shares or the cash equivalent, at XYZ's option, will be made to your estate or personal representative(s). 17. What does "Disabled" mean? You will be considered "Disabled" if you are receiving benefits under the XYZ long term disability plan after your termination of employment or if you have received a determination of disability for Social Security purposes. 18. What if I become eligible for the Plan after January 1st of a performance year? If you initially become eligible for participation in the Plan at any time after January 1 St of a performance year, any grant you may receive will not be a pro-rated grant of RSUs the following year with respect to that shortened performance year and instead will be for the number of RSUs you would have received if you had been eligible on January 1 of the performance year. 19. What if I leave XYZ during a performance year? You will not be eligible for a grant of RSUs with respect to that performance year. You must be on the payroll on December 31 of the performance year to be eligible to receive a grant of RSUs the following year. Tax and Withholding Matters 20. What are the tax consequences to me of receiving an RSU grant? XYZ believes that, based on present law, the following are the U.S. federal income tax consequences arising with respect to grants of RSUs and to XYZ shares awarded under the Plan. The grant of RSUs under the Plan should not generally result in federal taxable income for a U.S. taxpayer. At the time of a vested award of shares, if you are a U.S. taxpayer, you will generally have taxable compensation income equal to the fair market value of the XYZ shares (and any other property awarded). Such taxable compensation will be subject to reporting and withholding for federal (and any applicable state/or local) income tax, and social security/medicare ("FICA") tax withholding normally will be due at the same time based on the same reportable amount included for income tax purposes. However, if you terminate from XYZ before the end of the restricted period for a reason permitted under

9 question 10, the value of your RSUs at termination will be reportable and subject to FICA tax withholding at that time (and that amount will not again be subject to FICA taxation at the award date). (See also question 24 if you have satisfied the requirements to retire with employer consent even if you do not leave XYZ during the restricted period.) It is intended that the Plan will either be exempt from, or will comply with any applicable requirements of, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), which governs nonqualified deferred compensation arrangements as they relate to participants who are subject to U.S. taxation. Failure by the Plan to comply with any applicable conditions of Section 409A, including inadvertent administrative errors, may result in (1) immediate taxation of your benefits under this Plan and other similar XYZ-sponsored nonqualified deferred compensation arrangements, and (2) significant additional penalty tax and interest penalties. All taxes, penalties, or interest imposed on you due to any failure to comply with Section 409A or other tax rule shall, under the Plan's terms, be your responsibility, and no member of the XYZ shall have any obligation to keep you whole. (You may want to consider this in connection with any decision regarding disclaimer of grants. See question 5.) The Plan is not qualified under Section 401(a) of the Code. Application, if any, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") to the Plan is limited to governmental reporting and participant disclosures that are generally satisfied by participant communications prepared for the Plan. 21. What are the tax consequences of the Plan to XYZ? Your employer will be generally entitled to a corresponding federal income tax deduction for the amount includible in your income. 22. Who is responsible for tax or other withholding? XYZ or the "plan administrator" (see question 30) may withhold amounts and make necessary arrangements for income tax, employment, social security/medicare, employment tax, or other withholding in respect of RSU grants or XYZ shares. These arrangements may include sale of shares or a net reduction in the number of shares transferred. 23. What "other" withholding could occur? At its sole discretion, XYZ may deduct or set off against awards of shares or cash awards any debt, obligation, liability or other amount owned by you to any XYZ company, including but not limited to amounts owed under an expatriate tax policy. 24. When am I subject to employment taxes (FICA) on my grant of RSUs or award of XYZ shares? In general, your grant will be subject to social security/medicare employment taxes (FICA) following the end of the restricted period. FICA will, however, be due at an earlier date if you are considered to be substantially vested in a right to an award. This means if you terminate employment before the end of the restricted period due to: Disability (see question 17); Involuntary termination other than due to conduct or performance (see question 11); or Retirement with the consent of your employer (see question 13). In addition, this last category also includes participants who have not yet retired but who would be immediately eligible for coverage under the XYZ retiree medical plan on termination of employment by virtue of having reached age 50 with at least 10 years of vesting service for purposes of the XYZ pension plan (see question 13). This means that if you are age 50 with at least 10 years of service with XYZ when you receive a grant of RSUs under the Plan or if you satisfy these age and service requirements during the restricted period, you will then be subject to early FICA taxation on the value of your RSUs.

10 Note that an early FICA tax obligation generally does not result in additional FICA taxes but rather only accelerated payments. An early FICA obligation might actually operate to reduce your ultimate FICA tax payments because: FICA is assessed based on the value of your RSUs on the valuation date. If the RSUs subsequently increase in value over the restricted period, you would be advantaged by an earlier valuation. (Of course, if the value of RSUs decreases you would be disadvantaged by the earlier valuation.) Once your RSUs are subject to FICA, you are not subject to FICA on additional RSUs credited for notional dividends. Based on a tax rule that allows XYZ to use a valuation date later in the same calendar year your RSUs are considered substantially vested, you will likely pay FICA on the value of your RSUs at a lower rate than if FICA were determined at the award date. Although early FICA tax obligation might inure to your benefit, it is also possible that it could disadvantage you if your grant is ultimately forfeited or reduced after the FICA obligation has come due. This would be the case, for example, if your RSU grant is ultimately forfeited or reduced based on your conduct if, for example, you violated the XYZ Employee code(see question 15). 25. How will the FICA tax be paid? In the normal situation, where FICA withholding is not required before the end of the restricted period, the FICA obligation will be satisfied by reducing the number of shares delivered to you at award. In other situations described in question 24, XYZ, in its sole discretion, will satisfy your FICA withholding obligation by (1) reducing your pay, (2) requesting you to remit a check in order to pay the FICA taxes due, (3) paying the withholding on your behalf and collecting those taxes from your award at the time of award and distribution or from you in another manner at the time of termination of employment, or (4) another arrangement which XYZ determines satisfies the withholding requirements. If XYZ advances your share of FICA owed on your RSUs during the restricted period, you will be deemed to consent to XYZ s recovering the amount so advanced by offsetting your award at the time of share delivery or cash payment or to otherwise offsetting any other monies owed to you by XYZ. If you are not employed by XYZ at the time of the award of shares and XYZ had previously advanced your share of FICA, you will be requested to send a check for the amount of FICA advanced. 26. How will I be taxed if I am on an expatriate assignment when taxes are due? Awards under the Plan will be "tax equalized" for expatriates. XYZ will deduct hypothetical tax and social security/medicare tax at the time of award based on home country income and social security/medicare rates. XYZ will be responsible for actual tax arising. XYZ Matters 27. What if the share capital of XYX Corp. changes after XYZ shares are awarded to me, but before they are actually transferred to me? Will the number of XYZ shares transferred to me be adjusted? XYZ will adjust the number of shares comprising your award for the types of changes in share capital of XYZ Corp. described in Section xxof the Plan. 28. What if XYZ Corp. is subject to a "takeover" during a restricted period? If a person (or group of persons acting in concert) obtains "Control" (as defined in the Plan Rules) as a result of making an offer for XYZ Corp. shares, an award of XYZ shares will be made to you on the date that person or persons obtains Control, except under the circumstances described in the Plan Rules.

11 29. Are there any other situations in which my RSUs might be adjusted? Yes. Please refer to Sections a, b and c of the Plan Rules. XYZ will inform you if any of those provisions will be invoked and how your RSU grants and XYZ share awards may be affected. Plan Administration 30. Who makes decisions under the Plan? XYZ has appointed the Chief Executive as the "Designated Corporate Officer" under the Plan, and he makes the decisions under the Plan which are deemed final and conclusive. The Designated Corporate Officer may delegate responsibilities under the Plan. The Designated Corporate Officer may make or vary the Plan regulations and operation of the Plan, all consistent with the terms of the Plan. The "Plan Administrator" administers the Plan. He is appointed by the Designated Corporate Officer. 31. Who is the Plan record keeper: XXXXX is the current record keeper for the Plan. The Plan record keeper's website address is. 32. Will my personal data be used by the Plan? By participating in the Plan you consent to the holding and processing of the personal data you provide to XYZ for all purposes related to the operation of the Plan. XYZ respects the confidentiality of its employees and will keep employee data secure and confidential and will use the data only for Plan purposes. 33. How are notices given to me under the Plan? Notices under the Plan will be sent to you by U.S. mail at the home address you provide to XYZ, or sent by or fax to any address or fax number which is, according to XYZ s records, used by you. 34. How do I provide notices under the Plan? You may provide notice or send a document to the Plan Administrator or other duly appointed agent under the Plan by sending it by U.S. mail to its registered office or by or fax to the address or fax number provided. Contact the Plan record keeper for the most current notification address, address and fax number. Notices sent by mail will be deemed given on the second day after the date of mailing, except notices sent by or to a participant working overseas will be deemed given on the seventh day after the date of mailing. Notices sent by or fax will be deemed received on the day after sending. 35. How can the Plan be terminated? If it s terminated what happens to my RSU grants? XYZ may terminate the Plan at any time. RSUs granted before a termination of the Plan will continue to be valid and XYZ share awards may be made in respect of those RSUs after the restricted period. (But, see also question 37.) 36. How may the Plan be amended? The Designated Corporate Officer may amend the Plan at any time. 37. How may RSU grants be amended or terminated? Notwithstanding anything else described in this prospectus or in the Plan Rules, XYZ may (a) cancel any grant of RSUs granted to you in error, or (b) amend or terminate RSU grants at any time and without prior notice if it determines, in its sole discretion, that such action is necessary or advisable to avoid or mitigate potential non-compliance with applicable law or if compliance would create unreasonable administrative

12 burdens. If a RSU grant is amended or terminated, XYZ is under no obligation to provide any consideration or remuneration in lieu of the grant. Miscellaneous 38. What law governs the Plan? The law of XXXX governs the Plan, all RSU grants and XYZ share awards. The XXXX courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan, RSUs grants or XYZ share awards under the Plan unless the Designated Corporate Officer determines otherwise. 39. May I defer receipt of XYZ shares awarded under the Plan? No. 40. May I designate a beneficiary for my RSUs? No. 41. How do I know if I am a "U.S. Participant" under the Plan and what's the significance? The following people are "US Participants:" U.S. citizens; U.S. permanent residents (as may be evidenced by a so-called "green card" and/or participation in a U.S. tax-qualified pension plan sponsored by a member of the XYZ group of companies); non-u.s. citizens who are posted to the United States as of a vesting date and who are (or are expected to become) subject to U.S. taxation as a resident alien; or non-u.s. citizens to the extent that they are or become subject to Section 409A of the Code with regard to a grant or an award, including a non-resident alien taxpayer, with respect to some portion of a grant or award of XYZ shares that is deemed to be income from a U.S. source. There is a "U.S. Schedule" attached to the Plan Rules that applies to U.S. Participants. The details of the Plan described in this Prospectus include applicable descriptions of the U.S. Schedule. If you are not a "U.S. Participant", as defined above, certain tax-related provisions of the U.S. Schedule may still apply to you if you otherwise become subject to U.S. income tax with regard to your benefits under the Plan. 42. From what source will the XYZ shares for awards be obtained? It is currently planned that XYZ shares for awards under the Plan will be obtained from open market purchases. 43. May I assign, pledge, sell or transfer my RSUs to anyone else? No. You are not permitted to assign, pledge, sell or transfer your RSUs to any person or entity at any time. 44. May anyone put a lien on my RSUs? No. The Plan provides that no right or interest of a participant or in a participant's RSUs shall be liable for or subject to any obligation of the participant. 45. Do I pay for any Plan costs?

13 You do not pay for any costs of the Plan; XYZ pays all the costs. Should you decide to sell XYZ shares, you will be responsible for all fees, costs and taxes associated with the sale. 46. Can I sell my XYZ shares right away? Yes. You may sell full and fractional shares once they are credited to your Plan record keeper brokerage account (But see "Restrictions on Dealing in XYZ Shares and Securities" below.) 47. What is the stock symbol for XYZ shares and where can I check the current stock price? The symbol for XYZ shares is XYZ and you can check the price in a variety of different ways including: 48. Who should an executor or personal representative contact concerning shares held at the Plan record keeper? The executor or personal representative must contact Inheritor Services at xxxxx and request information to open an estate account. 49. What else should I know about the Plan? You should be aware of the following disclaimers: Only XYZ employees are eligible for participation in the Plan. The Designated Corporate Officer will determine which employees may receive grants under the Plan. Participation in the Plan forms no part of a contract of employment. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship. The grant of RSUs on a particular basis in any year does not create any right to or expectation of the grant of RSUs on the same basis, or at all, in any future year. All grants of RSUs and awards of XYZ shares will be subject to necessary consents under applicable law. You will be responsible for complying with any requirements you need to fulfill in order to obtain or be exempt from any such consents. Grants of RSUs and awards of XYZ shares under the Plan shall not be considered "benefits bearing" compensation for benefit plan purposes. No employee is entitled to participate in the Plan, or be considered for participation in it, at a particular Level or at all. Participation in one grant of RSUs under the Plan does not imply any right to a subsequent grant of RSUs. No employee is entitled to compensation for any loss in relation to the Plan, including: Any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including termination of employment). Any exercise of discretion or a decision taken in relation to RSUs or to the Plan, or any failure to exercise discretion or make a decision. The operation, suspension, termination or amendment of the Plan. Nothing in the Plan confers any benefit, right or expectation on a person who is not an employee. Participation in the Plan is permitted only on the basis that a participant accepts all the provisions of the Plan Rules. Restrictions on Dealing in XYZ Shares and Securities You may be restricted in your ability to sell XYZ shares. Further information on restrictions on dealing in shares and securities can be found at: xxx Where You Can Find More Information

14 The reports listed below have been filed with or furnished to the Securities and Exchange Commission by XYZ and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished: XYZ Annual Report on Form 20-F for the year ended December 31, 2008 XYZ s Report on Form 6-K dated April, 2009, Form 6-K dated July, 2009 and Form 6-K dated October, XYZ's Report on Form 6-K (SEC file number ) dated August 6, 2001, which contains a description of the ordinary shares of XYZ Corp. In addition, all future annual reports on Form 20-F filed and any Reports on Form 6-K furnished by XYZ after the date of this Prospectus and prior to the termination of the distribution contemplated hereby, that indicate on their cover pages that they are incorporated by reference, are incorporated by reference from the date of filing or furnishing of such documents or reports. The reports and other information XYZ is required to periodically file and information XYZ furnishes with the Securities and Exchange Commission are available for inspection and copies may be obtained (at a prescribed charge) at any of the following offices of the Securities and Exchange Commission: Securities and Exchange Commission 100 F Street, NE Washington, D.C This material may also be accessed electronically by means of the Securities and Exchange Commission's home page on the Internet at XYZ shares are listed on the New York Stock Exchange, where reports and other information concerning XYZ can also be inspected. Contact Person Copies of the documents pertaining to the Plan incorporated by reference above are available without charge upon oral or written request to: xxx in XYZ Corporation. Reports and other communications distributed generally to holders of XYZ shares are also available upon oral or written request from XYZ Corp. Secretary's Office, any town USA.. If you have questions or would like additional information about the Plan or its administration, or if you would like copies of the Plan Rules, please contact XYY HR Rewards. Also, a copy of the Plan Rules and this prospectus for the Plan are available at XYZ website link. The current XYZ Annual Report is available at website link. Plan Rules This Prospectus provides only a summary description of the operation of certain provisions of the Plan as set out in the Plan Rules and other Plan grant documentation. In the event of a conflict with this Prospectus, the Plan Rules and grant documentation will prevail. The Plan is operated on a discretionary basis and may be amended, modified or changed at any time. Plan grants and awards may be subject to adjustment should XYZ Corporation performance necessitate such a change.