BP (BP)

This BP Direct Access Plan (the “Plan”), as initially adopted as of May 1, 2000 and amended and restated as of December 6, 2004 and July 3, 2006, is further amended and restated as of November 3, 2008.

R E C I T A L S

WHEREAS, the purpose of the Plan is to strengthen the customer base and community relations programs of BP Company North America Inc., a Delaware corporation (the “Company”), a company with major subsidiary operations in North America, by providing its United States and Canadian constituencies a convenient and direct means of purchasing and reinvesting in BP p.l.c. (“Parent”) Ordinary Shares in the form of American Depositary Shares;

WHEREAS, the Company amended and restated the Plan as of December 6, 2004;

WHEREAS, the Company further amended and restated the Plan as of July 3, 2006;

WHEREAS, the Company desires to amend and restate the Plan for a third time;

WHEREAS, the Effective Date of the Plan shall remain May 1, 2001.

NOW, THEREFORE:

This BP Direct Access Plan (the “Plan”), as initially adopted as of May 1, 2000 and amended and restated as of December 6, 2004 and July 3, 2006, is further amended and restated as of November 3, 2008.

R E C I T A L S

WHEREAS, the purpose of the Plan is to strengthen the customer base and community relations programs of BP Company North America Inc., a Delaware corporation (the “Company”), a company with major subsidiary operations in North America, by providing its United States and Canadian constituencies a convenient and direct means of purchasing and reinvesting in BP p.l.c. (“Parent”)
Ordinary Shares in the form of American Depositary Shares;

WHEREAS, the Company amended and restated the Plan as of December 6, 2004;

WHEREAS, the Company further amended and restated the Plan as of July 3, 2006;

WHEREAS, the Company desires to amend and restate the Plan for a third time;

WHEREAS, the Effective Date of the Plan shall remain May 1, 2001.

NOW, THEREFORE:

This BP Direct Access Plan (the “Plan”), as initially adopted as of May 1, 2000 and amended and restated as of December 6, 2004 and July 3, 2006, is further amended and restated as of November 3, 2008.

R E C I T A L S

WHEREAS, the purpose of the Plan is to strengthen the customer base and community relations programs of BP Company North America Inc., a Delaware corporation (the “Company”), a company with major subsidiary operations in North America, by providing its United States and Canadian constituencies a convenient and direct means of purchasing and reinvesting in BP p.l.c. (“Parent”) Ordinary Shares in the form of American Depositary Shares;

WHEREAS, the Company amended and restated the Plan as of December 6, 2004;

WHEREAS, the Company further amended and restated the Plan as of July 3, 2006;

WHEREAS, the Company desires to amend and restate the Plan for a third time;

WHEREAS, the Effective Date of the Plan shall remain May 1, 2001.

NOW, THEREFORE:

This BP Direct Access Plan (the “Plan”), as initially adopted as of May 1, 2000 and amended and restated as of December 6, 2004 and July 3, 2006, is further amended and restated as of November 3, 2008.

R E C I T A L S

WHEREAS, the purpose of the Plan is to strengthen the customer base and community relations programs of BP Company North America Inc., a Delaware corporation (the “Company”), a company with major subsidiary operations in North America, by providing its United States and Canadian constituencies a convenient and direct means of purchasing and reinvesting in BP p.l.c. (“Parent”)
Ordinary Shares in the form of American Depositary Shares;

WHEREAS, the Company amended and restated the Plan as of December 6, 2004;

WHEREAS, the Company further amended and restated the Plan as of July 3, 2006;

WHEREAS, the Company desires to amend and restate the Plan for a third time;

WHEREAS, the Effective Date of the Plan shall remain May 1, 2001.

NOW, THEREFORE: