EXHIBIT 4


             


            BP
            DEFERRED COMPENSATION PLAN II


            
            (Effective for elections to defer compensation with respect
            to


            
            services performed after December 31, 2004)


             


             


            
                	
                            
                            1.

                        	
                            
                            PURPOSE

                        


            


            
             


            
            The purpose of the BP Deferred Compensation Plan II (the
            “Plan”) is to provide eligible employees of BP Corporation North America
            Inc. (the “Company”) and certain of its Affiliates an opportunity to defer
            receipt of Compensation. The Company is a wholly owned, indirect subsidiary of BP
            p.l.c. (“BP”).


            
             


            
                	
                            
                            2.

                        	
                            
                            DEFINITIONS

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            “Administrator” means the person serving as
                            administrator of the Savings Plan, or if there is no person serving in
                            such capacity, the highest ranking officer of the Company. The
                            Administrator is a “Designated Officer” as such term is
                            defined in the Savings Plan and may delegate his duties
                            hereunder.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            “Affiliate” means any entity that directly
                            or indirectly through one or more intermediaries Controls, or is
                            Controlled by, or is under common Control with the Company (or with
                            another corporation in the BP Group as applicable); provided, however,
                            that the Administrator may designate an entity that would not otherwise
                            be considered an Affiliate as an Affiliate. A deemed Affiliate will not
                            be considered a Participating Employer unless expressly designated as a
                            Participating Employer by the Administrator.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            “Base Salary” means the base salary of an
                            eligible employee (as defined in Section 3), as adjusted from time to
                            time.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            “Beneficiary” means the beneficiary or
                            beneficiaries designated from time to time by the Participant to
                            receive his Participant Account in the event of his death prior to
                            distribution. A Participant may designate, or change the designation
                            of, a Beneficiary under the Plan by making the designation in the form
                            and manner and at the time determined by the Administrator. No such
                            designation will be effective until and unless it is timely received by
                            the Administrator. Unless otherwise designated on the
                            Participant’s beneficiary designation form, if the Participant
                            designated more than one Beneficiary and if a Beneficiary predeceases
                            the Participant, then all amounts which would have been

                        


            


             


             

            
            


            

            

            
            paid to such deceased Beneficiary on the Participant’s death will
            be paid in equal amounts to any remaining Beneficiaries in that class of Beneficiaries.
            If the Participant dies without having filed a valid Beneficiary designation, his
            Beneficiary will be his surviving spouse, or if none, his estate.


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            “Board of Directors” means the Board of
                            Directors of BP Corporation North America Inc.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            “BP” means BP p.l.c.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            “BP Group” means BP and its
                            Affiliates.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            “Class Year” means, with respect to the
                            Plan, the calendar year during which Incentive Compensation is awarded
                            or Base Salary is deferred.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            “Company” means BP Corporation North America
                            Inc. The Company is the plan sponsor.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (j)

                        	
                            
                            “Compensation” means:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            Base Salary and Incentive Compensation; and

                        


            


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            any other compensation approved by the
                            Administrator.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (k)

                        	
                            
                            “Control” means an entity’s direct or
                            indirect ownership of more than 50% of the equity of a corporation, or
                            more than 50% of the ownership interests in a non-corporate entity, or
                            the ability through share ownership or otherwise to elect a majority of
                            the board of directors of a corporation.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (l)

                        	
                            
                            “Incentive Compensation” of an eligible
                            employee (as defined in Section 3) means:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            an award granted under an eligible incentive
                            compensation

                        


            


            
            plan; or


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            a comparable arrangement, as determined by the
                            Administrator.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (m)

                        	
                            
                            “Investment Option” means the hypothetical
                            equivalent of each investment option under the Savings Plan to the
                            extent applicable, unless otherwise restricted by applicable law. To
                            the extent appropriate for the hypothetical Investment Options
                            available under this Plan (determined in the sole discretion of the
                            Administrator), the Administrator will apply the same values, rules,
                            and procedures used in the Savings Plan in determining hypothetical
                            gains and losses for Investment Options under this Plan. Transactions
                            and hypothetical

                        


            


             


            
            2


             

            
            


            

            

            
            investments under this Plan will be processed using the same time frames
            as apply in the Savings Plan. The Administrator will apply any transitional rules
            approved in the Savings Plan to this Plan where investment options are frozen, added or
            dropped, or where daily values are not available.


            
             


            
                	
                            
                             

                        	
                            
                            (n)

                        	
                            
                            “Participant” means an eligible employee (as
                            provided in Section 3) who has elected, under the terms and conditions
                            of the Plan, to defer receipt of all or a portion of his Compensation.
                            An individual will cease being a Participant as of the date his entire
                            Participant Account has been distributed.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (o)

                        	
                            
                            “Participant Account” means an unfunded
                            account maintained on behalf of a Participant by the Administrator to
                            reflect all Compensation deferred by the Participant under this Plan
                            and any hypothetical gains or losses relating to such
                            deferrals.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (p)

                        	
                            
                            “Participating Employer” means the Company
                            and any of its Affiliates which have been determined in writing by the
                            Administrator to be a Participating Employer. In order to be a
                            Participating Employer, an Affiliate must use the same payroll system
                            as the Company, except to the extent otherwise provided by the
                            Administrator.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (q)

                        	
                            
                            “Savings Plan” means the BP Employee Savings
                            Plan, as amended, and any successor plan.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (r)

                        	
                            
                            “Service Period” means:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            for purposes of deferring an award under an eligible
                            incentive plan, the last business day of the calendar year in which the
                            award is earned; or

                        


            


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            other periods, as determined by the
                            Administrator.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (s)

                        	
                            
                            “Termination” means an employee’s
                            termination of employment from the BP Group for any reason other than
                            death.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (t)

                        	
                            
                            “Timely Election” means:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            for purposes of deferring an award under an eligible
                            incentive plan, an election made during the annual election period as
                            determined by the Administrator; provided, however, that the deferral
                            will not be considered as timely if the deferral election is made in
                            the same calendar year the award is earned or payable (unless otherwise
                            permitted for newly eligible employees under applicable
                            law);

                        


            


             


            
            3


             

            
            


            

            

            
            


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            for purposes of deferring Base Salary on initial
                            eligibility, an election made during the initial 30 day period
                            following the date of initial eligibility; provided, however, that this
                            enrollment period on initial eligibility will end when a newly eligible
                            employee makes a base salary deferral election within this 30 day
                            period and further provided that no such election will be considered
                            timely if made after the last business day in October, except to the
                            extent expressly authorized by the Administrator;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (3)

                        	
                            
                            for purposes of deferring Base Salary after initial
                            eligibility, an election made by the last business day of the calendar
                            year for salary deferral commencing during the following calendar year;
                            or

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (4)

                        	
                            
                            other elections, as determined by the
                            Administrator.

                        


            


            
             


            
            The Administrator reserves the right to shorten, accelerate, or
            otherwise modify the period for making a Timely Election if deemed necessary for legal
            or administrative reasons.


            
             


            
                	
                            
                            3.

                        	
                            
                            ELIGIBILITY

                        


            


            
             


            
            The following classes of employees are eligible to participate in the
            Plan:


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            An employee of a Participating Employer on a U.S.
                            payroll who participates in a U.S. qualified pension plan sponsored by
                            the Company who is in grade F or higher (or an equivalent grade if the
                            grade system is changed or different terminology is used);
                            or

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Any other employee of the BP Group as determined in
                            writing by the Administrator.

                        


            


            
             


            
            Notwithstanding the foregoing, eligibility will be determined at the
            time the election is solicited, at the sole discretion of the Administrator.


            
             


            
                	
                            
                            4.

                        	
                            
                            TERMS OF DEFERRAL ELECTIONS

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            An eligible employee must make a Timely Election if he
                            wishes to defer receipt of Compensation.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            An eligible employee may elect to defer:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            all or a portion of Incentive Compensation (in 1 percent
                            increments); and

                        


            


             


            
            4


             

            
            


            

            

            
            


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            up to 50 percent of Base Salary in increments of 1
                            percent as determined for each payroll period during the period of
                            deferral.

                        


            


            
             


            
            The Administrator reserves the right to unilaterally reduce a
            Participant’s deferral election in order to satisfy other required payroll
            deductions, or otherwise.


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            A Timely Election to defer Compensation will be
                            considered to be received if it is made in accordance with procedures
                            established by the Administrator. Notwithstanding anything contained
                            herein to the contrary, an election to defer base salary made in
                            accordance with Section 2(t)(2) by a newly eligible employee will be
                            irrevocable once made. Otherwise, elections to defer become irrevocable
                            at the end of the applicable election period for Timely
                            Elections.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Notwithstanding the foregoing, no election to defer
                            Incentive Compensation will be effective unless the eligible employee
                            remains employed by the BP Group through the last business day of the
                            Service Period during which the Incentive Compensation was
                            earned.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Deferrals of Base Salary are effective through December
                            31 annually. An election to defer Base Salary will end on the earlier
                            of the Participant’s Termination or transfer to an Affiliate that
                            is not a Participating Employer.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            Deferred Compensation will be adjusted for hypothetical
                            earnings, gains or losses based on hypothetical investment in
                            accordance with the Participant’s Investment Option elections on
                            file with the Administrator. In the event that either no Investment
                            Option has been elected as an investment election, or that an elected
                            Investment Option is no longer available, the default Investment Option
                            will be the Investment Option equivalent to the default investment
                            option in the Savings Plan for employee contributions at that
                            time.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            At the time of the deferral election, the eligible
                            employee must elect to have deferral distributions commence either: (1)
                            in a specific year -- even if the Participant is then employed by the
                            BP Group (“In-Service Deferral”), or (2) a specified number
                            of months (up to 180) after Termination (“Post-Service
                            Deferral”).

                        


            


             


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            An eligible employee must elect to treat Incentive
                            Compensation deferred for a Class Year as either an In-Service Deferral
                            or a Post-Service Deferral. The eligible employee will have a separate
                            election to treat Base Salary deferred for the same Class Year as
                            either an In-Service Deferral or a Post-Service Deferral. The eligible
                            employee

                        


            


             


            
            5


             

            
            


            

            

            
            may, however, make a different In-Service Deferral or may make a
            Post-Service Deferral election with respect to Base Salary deferred for the same Class
            Year. Incentive Compensation or Base Salary deferred for a particular Class Year may
            not be allocated between In-Service Deferrals and Post-Service Deferrals.


            
             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            An election to make an In-Service Deferral, including
                            the distribution schedule elected, becomes irrevocable at the end of
                            the election period for Timely Elections, notwithstanding Termination
                            before commencement of scheduled distributions.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (j)

                        	
                            
                            An election to make a Post-Service Deferral, including
                            the distribution schedule elected, becomes irrevocable at the end of
                            the election period for Timely Elections.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (k)

                        	
                            
                            Payout of deferred Compensation may be as
                            follows:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            In an In-Service Deferral:
                             (A) in a lump sum, or (B) in up to 5 consecutive annual
                            installments. Notwithstanding the foregoing, if 180 months following
                            the earlier of the Participant’s Termination or death, the
                            Participant’s In-Service Deferral has not been fully paid out,
                            any remaining balance will be paid out in a lump sum.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            In a Post-Service
                            Deferral:  (A) in a lump sum, or (B) in
                            up to 15 annual, 60 quarterly, or 180 monthly installments, provided
                            that all payments must be completed 180 months following Termination.
                            Notwithstanding the foregoing, a distribution scheduled to commence
                            with respect to a Participant whose rights to receive the distribution
                            are restricted under applicable law will be delayed until such
                            distribution is permissible under applicable law.

                        


            


            
             


            
            No deferral may be elected without the timely election of a permissible
            distribution schedule. If an eligible employee attempts to elect a deferral without
            making an election of a permissible distribution schedule, the deferral election will
            be invalid; however, if the eligible employee has previously elected a Post-Service
            Deferral, the distribution election on file with respect to the most recent
            Post-Service Deferral election will be deemed to apply absent an affirmative election
            of a permissible distribution schedule during the election period.


            
             


            
                	
                            
                             

                        	
                            
                            (l)

                        	
                            
                            Notwithstanding Subsection (k) above:

                        


            


            
             


             


            
            6


             

            
            


            

            

            
            


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            In the event of a Participant’s death:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (A)

                        	
                            
                            The Participant’s Beneficiary will be deemed to be
                            the Participant for purposes of determining when the Participant
                            Account will be distributed.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (B)

                        	
                            
                            With regard to a Participant who dies during employment
                            with the BP Group:

                        


            


            
             


            
            (i) the Participant’s death will be deemed to be his Termination
            for purposes of triggering any Post-Service Deferral election on file; and


            
             


            
            (ii) any In-Service Deferral election on file will continue to apply to
            determine the distribution schedule of any non-estate beneficiary.


            
             


            
                	
                            
                             

                        	
                            
                            (C)

                        	
                            
                            Notwithstanding anything contained herein to the
                            contrary, any distribution payable to the Participant’s estate as
                            Beneficiary will be made in a lump sum as soon as practicable following
                            the Participant’s death.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (D)

                        	
                            
                            To the extent that a Beneficiary has a right to maintain
                            the Participant Account, the Beneficiary will be deemed to be the
                            Participant for purposes of making exchanges among Investment Options.
                            If a Beneficiary dies while maintaining the Participant Account, the
                            account balance owed to the Beneficiary will be paid in a lump sum as
                            soon as practicable to the Beneficiary’s estate.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (E)

                        	
                            
                            No benefits may be disclaimed under the Plan for
                            purposes of having any payment directed to another person or entity as
                            a beneficiary or otherwise.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            To the extent permitted by law, if the balance in a
                            particular Participant Account does not exceed the “applicable
                            involuntary cashout threshold” after the earlier of the
                            Participant’s Termination or death, and installment payments have
                            not commenced, the balance will be mandatorily cashed out in a lump sum
                            as soon as practicable, notwithstanding any distribution schedule
                            elected by the Participant. For purposes of this

                        


            


             


            
            7


             

            
            


            

            

            
            


            
            paragraph, the “applicable involuntary cashout threshold” is
            the maximum dollar threshold that a Plan may apply under law (including Treasury
            Regulations and guidance that may change from time to time) to cash out Participants
            and Beneficiaries irrespective of their elected distribution schedules. If the law
            permits an involuntary cash out of Accounts but does not provide a stated maximum
            involuntary cashout threshold, the Plan threshold will be $25,000.


            
             


            
                	
                            
                             

                        	
                            
                            (3)

                        	
                            
                            To the extent permitted by law, a Participant or
                            Beneficiary may request acceleration of payout of all or a portion of
                            the Participant Account to a date or dates sooner than elected in the
                            case of unanticipated severe financial hardship beyond the control of
                            the Participant or Beneficiary. Such payment will be made at the sole
                            discretion of the Administrator. Any such accelerated payout will be
                            limited to the amount deemed necessary by the Administrator to
                            alleviate or remedy the Participant’s or Beneficiary’s
                            financial hardship.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (m)

                        	
                            
                            A Participant may only change an In-Service or
                            Post-Service distribution election form of payment or schedule if
                            permitted under applicable law and under the Plan. Other than as may be
                            permitted under Section 4(l)(2) of the Plan, a Participant may not
                            accelerate receipt of a distribution.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (n)

                        	
                            
                            Payouts of Participant Accounts will be made only in
                            cash by check (or by other method approved by the Administrator) and
                            will not be made by payment in BP p.l.c. American Depositary Shares
                            (“ADSs”) or other securities.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (o)

                        	
                            
                            Notwithstanding anything contained herein to the
                            contrary, the Administrator may, in his sole discretion, determine that
                            an election to defer Compensation hereunder is invalid and without
                            effect for all purposes if such deferral election will not, as of the
                            award date with respect to the deferral of Incentive Compensation or
                            pay date with respect to the deferral of Base Pay, result in the
                            recognition of the deferral under U.S. income tax laws or the income
                            tax laws of any non-U.S. jurisdiction where such eligible employee is
                            taxable on account of an expatriate assignment with the BP
                            Group.

                        


            


             


            
            8


             

            
            


            

            

            


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            PARTICIPANT ACCOUNTS

                        


            


            
             


            
            The Administrator will maintain records which reflect each
            Participant’s deferrals, hypothetical gains and losses applying to such deferrals
            based on the applicable Investment Options and distributions made from the Account. The
            Administrator will maintain separate subaccounts under a Participant Account as he
            determines appropriate for proper administration, including, but not limited to
            In-Service Deferrals, Post-Service Deferrals, Investment Options, and elements of
            Compensation deferred with respect to a particular Class Year.


             


            
                	
                            
                            6.

                        	
                            
                            PAYMENT OF DEFERRED COMPENSATION

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Except as provided in Section 12, each Participant is
                            entitled to receive the value of his Participant Account at the date of
                            distribution (less taxes, if any, required to be withheld by the
                            federal or any state or local government and paid over to such
                            government for the Participant) in accordance with such
                            Participant’s election(s).

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            If installments are elected, the amount of the payment
                            will be a fraction of the balance in the Participant Account as of the
                            day preceding each payment, the numerator of which is one and the
                            denominator of which is the total number of installments elected minus
                            the number of installments previously paid.

                        


            


            
             


            
                	
                            
                            7.

                        	
                            
                            UNFUNDED OBLIGATION OF BP

                        


            


            
             


            
            Obligations to make payments to Participants under this Plan are
            unsecured, general obligations of BP. Notwithstanding the foregoing, payments under
            this Plan may be made from the general funds of Participating Employers, BP, or any
            affiliate of BP. No special or separate fund will be established and no other
            segregation of assets will be made to assure the payment of any deferrals or earnings
            thereon. Nothing contained in this Plan and no action taken pursuant to its provisions,
            creates or should be construed to create a trust or escrow of any kind or a fiduciary
            relationship between BP or any of its Affiliates and any other person. To the extent a
            Participant or any other person has a right to receive payments under this Plan such
            right ranks parri passu with other unsecured and unsubordinated indebtedness of
            BP.


            
             


            
                	
                            
                            8.

                        	
                            
                            NON-ASSIGNABILITY

                        


            


            
             


            
            The right of a Participant to receive any unpaid portion of the
            Participant Account may not be voluntarily or involuntarily assigned, transferred,
            pledged or encumbered or be subject in any manner to alienation or anticipation, except
            as provided in Section 12.


             


            
            9


             

            
            


            

            

            
            


            
                	
                            
                            9.

                        	
                            
                            ADMINISTRATION

                        


            


            
             


            
            The Administrator has the sole discretionary authority to adopt rules,
            regulations and procedures for carrying out this Plan, to interpret and implement its
            provisions and to grant or deny any and all claims hereunder. The Administrator may
            correct any defect or supply any omission or reconcile any inconsistency in the Plan in
            the manner and to the extent he deems expedient to carry it into effect. The
            Administrator’s determinations are final and binding on all persons. The
            Administrator may delegate to other persons the responsibility of performing
            operational and ministerial acts in furtherance of the Plan’s purposes, but only
            the Administrator may act on any aspect of the Plan affecting (a) any officer or
            director of the Company who is an employee of the Company or (b) any employee to whom
            the Administrator delegates authority with respect to the Plan. However, any action
            that would otherwise result in self-approval on the part of the Administrator with
            regard to participation in the Plan requires approval by the Board of Directors.
            Subject to Section 10, the determinations of the Administrator with regard to all Plan
            matters are final and conclusive.


            
             


            
                	
                            
                            10.

                        	
                            
                            AMENDMENT AND TERMINATION

                        


            


            
             


            
            This Plan may at any time be amended by the Administrator or any officer
            of the Company or BP Group designated by the Board of Directors as having such
            authority, subject to such restrictions and conditions on such rights as the Board of
            Directors may impose. The Plan may at any time be amended or terminated by the Board of
            Directors or BP. Except as may be required by applicable law, no amendment or
            termination will, without the consent of a Participant, adversely affect such
            Participant’s balance credited to his Participant Account on the effective date
            of such amendment or termination.


            
             


            
                	
                            
                            11.

                        	
                            
                            NO EMPLOYMENT RIGHTS CONFERRED

                        


            


            
             


            
            Nothing contained in the Plan (a) confers upon any employee any right
            with respect to continuation of employment with any Participating Employer or the BP
            Group, (b) interferes in any way with the right of any Participating Employer or the BP
            Group to terminate any employee’s employment at any time, or (c) confers upon any
            employee or other person any claim or right to any distribution under the Plan except
            in accordance with its terms.


            
             


            
                	
                            
                            12.

                        	
                            
                            WITHHOLDING/RIGHT OF OFFSET

                        


            


            
             


            
            All accounts, payments or distributions under the Plan are subject to
            all such income and employment taxes as are required, in the judgment of the
            Administrator, to be withheld, deducted, or collected by such Participating Employer
            under applicable federal, state, local or other laws then in effect.Such taxes may also
            include hypothetical taxes and related amounts under the BP Group’s tax policies
            (as amended from time to time) for expatriates and secondees. The Participating
            Employer may collect any debt, obligation, tax or liability owed by the Participant to
            the Participating Employer, as determined in the sole discretion of such Participating
            Employer, by any of the following means:


             


            
            10


             

            
            


            

            

            
            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            withholding from payroll;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            collecting payment by check;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            deducting from the person’s Participant Account;
                            or

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            deducting from the net proceeds payable to a
                            Participant, his

                        


            


            
            Beneficiary, or other personal representative.


            
             


            
                	
                            
                            13.

                        	
                            
                            OTHER DEFERRED COMPENSATION PLANS

                        


            


            
             


            
            Other deferred compensation plans of the Company will continue in effect
            until such time as they may be terminated by the Board of Directors; provided, that (a)
            no further amount may be deferred pursuant to any such plan after so determined in
            writing by the Board of Directors, (b) the Board of Directors may provide that any
            amounts deferred under any such plan may be credited to Participant Accounts under the
            Plan subject to the provisions of such other plan, and (c) the Board of Directors may
            determine such other conditions as it may deem appropriate to effect the transition
            from such plans to the Plan.


            
             


            
                	
                            
                            14.

                        	
                            
                            CONSTRUCTION

                        


            


            
             


            
            Unless the contrary is plainly required by the context, wherever any
            words are used herein in the masculine gender, they are to be construed as though they
            were also used in the feminine gender, and vice versa; wherever any words are used
            herein in the singular form, they are to be construed as though they were in the plural
            form, and vice versa.


            
             


            	 
        Executed this 14th day of October, 2004.




            
             


             


            
                	
       
      
	
       
      
	
      
        BP Corporation North America Inc.

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
      
        By:     /s/
        Simon Drysdale                                              

	
       
      
	
       
      
	
      
        Senior Vice President - Human Resources



            


             


             


            
            11


             

            
            


            

            

            
            FIRST AMENDMENT


            
            OF


            
            BP DEFERRED COMPENSATION PLAN II


            
            (Effective for elections to defer compensation with respect
            to


            
            services performed after December 31, 2004)


             


            
            WHEREAS, BP Corporation North America Inc. (the
            “Corporation”) sponsors the BP Deferred Compensation Plan II (the
            “Plan”);


            
             


            
            WHEREAS, amendment of the Plan is now considered desirable;
            and


            
             


            
            WHEREAS, pursuant to the power delegated to the Administrator under
            Section 10 of the Plan, the President of the Corporation, as Administrator, has the
            authority to amend the Plan;


            
             


            
            NOW, THEREFORE, the President of the Corporation, hereby amends the Plan
            with respect to amounts accrued and/or vested after December 31, 2004, by incorporating
            the attached participant communication entitled “BP Deferred Compensation Plan II
            Overview & 2006 Plan Year – Enrollment Guide” into the Plan as a part
            thereof.


             


            * * *
            * *


             


            
            I, Ross J. Pillari, President of the Corporation, hereby approve and
            adopt the foregoing amendment to the Plan.


             


            
                	
       
      
	
       
      
	
      
                          Dated
        this 14th day of March, 2006.

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
                        /s/
        Ross J. Pillari                                       

      
	
       
      
	
       
      
	
      
                       President

                       BP
        Corporation North America Inc.



            


             


             

            
            


            

            

            
            AUTHORIZATION and amendment
             


             


            
            WHEREAS, BP Corporation North America Inc. (the
            “Corporation”) sponsors the BP Deferred Compensation Plan-II
            (“Plan”);


            
             


            
            WHEREAS, in accordance with resolutions of the Corporation’s Board
            of Directors effective September 20, 2004, I, Patricia Miller, as Vice President, Human
            Resources of the Corporation, am authorized to act as the plan administrator of the BP
            Employee Savings Plan, and am therefore under the Plan, the Administrator and a
            “Designated Officer” of the Plan, with authority to amend the
            Plan.


             


            
            NOW THEREFORE, pursuant to my authority as Designated Officer of the
            Plan, I hereby amend the Plan as follows:


            
             


            
            1. Effective September 8, 2006, no initial base salary deferrals are
            permitted pursuant to to Section 2(t)(2) of the Plan.


            
             


             


            
             


            
            * * * * *


             


            
                	
       
      
	
       
      
	
      
        BP CORPORATION NORTH AMERICA INC.

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
      
        By:
	
              /s/
        Patricia Miller                                                            

      

	
       
      
	
       
      
	
      
                      Patricia
        Miller Vice President, Human Resources

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
       
      

	
       
      
	
       
      
	
      
        Date:
	
             September
        11, 2006