BP (BP)

LETTER OF INDEPENDENT AUDITORS

The letter of the independent auditors for the Guarantor, to be delivered pursuant to Article IV, paragraph (f) of the document entitled Purchase Agreement Standard Provisions (2009 Edition) (the “Standard Provisions”) shall be to the effect that:

(i) such auditors are independent registered public accountants with respect to the Guarantor within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable published rules and regulations thereunder;

(ii) in the opinion of such auditors, the consolidated financial statements and schedules included in the Annual Report on Form 20-F of the Guarantor most recently filed with the Securities and Exchange Commission (the “Annual Report”) comply as to form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934 and the published rules and regulations thereunder;

(iii) nothing has come to the attention of such auditors, as a result of specified procedures not constituting an audit, that caused them to believe

(A) that the unaudited financial statements, if any, incorporated by reference into the Registration Statement, do not comply in all material respects with the applicable accounting requirements of the Exchange Act and the applicable published rules and regulations thereunder, or that such financial statements are not stated on a basis substantially consistent with that of the audited financial statements referred to above, or

(B) that, except as set forth in such letter or disclosed in the Registration Statement, there was any change in the Capital Shares account of the Guarantor or any net increase in the consolidated finance debt (excluding amounts subject to repayment within one year) in excess of (pound) 100 million (exclusive of foreign exchange adjustments) of the BP Group from the date of the latest balance sheet included or incorporated by reference in the registration statement to a date not more than forty-five days from the date of such letter.

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