BP (BP)

Issuer: BP Capital Markets p.l.c.

Title: 3.125% Guaranteed Notes due 2012.

Total principal amount being issued: $1,500,000,000.

Issuance date: March 10, 2009.

Maturity date: March 10, 2012.

Day count: 30/360

Day count convention: Following

Interest rate: 3.125% per annum.

Date interest starts accruing: March 10, 2009.

Interest payment dates: Each March 10 and September 10.

First interest due date: September 10, 2009.

•

Regular record dates for interest: The 15^th calendar day preceding each interest payment date, whether or not such day is a business day.

Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2012 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2012 notes issued hereby. These additional 2012 notes will be deemed part of the same series as the 2012 notes issued hereby and will provide the holders of these additional 2012 notes the right to vote together with holders of the 2012 notes issued hereby.

Net proceeds: The net proceeds, before expenses, will be $1,498,035,000.