BP (BP)

Issuer: BP Capital Markets p.l.c.

Title: 3.875% Guaranteed Notes due 2015.

Total principal amount being issued: $1,250,000,000. The 2015 notes offered under this prospectus supplement will have the same terms (other than inter alia the public offering price and issuance date), form part of the series and trade freely with the 2015 notes issued on March 10, 2009.

Issuance date: August 11, 2009.

Maturity date: March 10, 2015.

Day count: 30/360.

Day count convention: Following.

Interest rate: 3.875% 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 2015 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 2015 notes issued hereby. These additional 2015 notes will be deemed part of the same series as the 2015 notes issued hereby and will provide the holders of these additional 2015 notes the right to vote together with holders of the 2015 notes issued hereby, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a “qualified reopening” for U.S. federal income tax purposes.

Net proceeds: The net proceeds, before expenses, will be $1,274,925,000, plus accrued interest for the period from and including March 10, 2009 up to and excluding the date of delivery which is expected to be August 11, 2009.