BP (BP)

Non-Executive Directors' Annual Fee Structure

        The fees paid to non-executive directors are set by the board within the limit set by shareholders in accordance with the Articles. Shareholders approved an increase to this limit at the 2004 AGM. All fees are fixed and paid in pounds sterling. Fees payable to non-executive directors were adjusted as from January 1, 2005.

(a)

The chairman is not eligible for committee chairmanship fees or transatlantic attendance allowance but has the use of a fully maintained office for company business and a chauffeured car.

(b)

The deputy chairman receives a £20,000 (2005: £25,000) increment on top of the standard board fee. In addition, he is eligible for committee chairmanship fees and the transatlantic attendance allowance. The deputy chairman is currently chairman of the audit committee.

(c)

This allowance is payable to non-executive directors undertaking transatlantic travel for the purpose of attending a board meeting or board committee meeting.

(a)

Sterling payments converted at the average 2004 exchange rate of £1 = $1.83.

(b)

Sterling payments converted at the average 2003 exchange rate of £1 = $1.63.

(c)

Appointed on February 5, 2004.

(d)

Appointed on July 1, 2004.

(e)

Also received £600 in 2003 for serving as a director of BP Pension Trustees Limited. These fees are no longer payable to BP non-executive directors.

(f)

Also received £20,000 each year for serving as the board's representative on the BP technology advisory council.

(g)

Retired at AGM on April 15, 2004.

*

Retired at AGM on April 14, 2005.

136

Non-Executive Directors' Annual Fee Structure

        The fees paid to non-executive directors are set by the board within the limit set by shareholders in accordance with the Articles. Shareholders approved an increase to this limit at the 2004 AGM. All fees are fixed and paid in pounds sterling. Fees payable to non-executive directors were adjusted as from January 1, 2005.

(a)

The chairman is not eligible for committee chairmanship fees or transatlantic attendance allowance but has the use of a fully maintained office for company business and a chauffeured car.

(b)

The deputy chairman receives a £20,000 (2005: £25,000) increment on top of the standard board fee. In addition, he is eligible for committee chairmanship fees and the transatlantic attendance allowance. The deputy chairman is currently chairman of the audit committee.

(c)

This allowance is payable to non-executive directors undertaking transatlantic travel for the purpose of attending a board meeting or board committee meeting.

(a)

Sterling payments converted at the average 2004 exchange rate of £1 = $1.83.

(b)

Sterling payments converted at the average 2003 exchange rate of £1 = $1.63.

(c)

Appointed on February 5, 2004.

(d)

Appointed on July 1, 2004.

(e)

Also received £600 in 2003 for serving as a director of BP Pension Trustees Limited. These fees are no longer payable to BP non-executive directors.

(f)

Also received £20,000 each year for serving as the board's representative on the BP technology advisory council.

(g)

Retired at AGM on April 15, 2004.

*

Retired at AGM on April 14, 2005.

130