0001047469-05-006401 Sample Contracts

SPECIAL AGREEMENT
Special Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Colorado

This Special Agreement (the "Agreement") is entered into on March 3, 2005 (the "Effective Date") between Douglas L. Polson, a resident of Douglas County, Colorado (the "Executive"), and Pacific Energy Management LLC, a Delaware limited liability company (the "Company").

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FIRST AMENDING AGREEMENT
First Amending Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Alberta

RANGELAND PIPELINE COMPANY, an unlimited liability company existing under the laws of the Province of Nova Scotia (hereinafter referred to as the "Borrower"),

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (herein called the "Fifth Amendment") dated as of the 17th day of December, 2004, by and among PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("Borrower"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership ("Pacific Energy Partners"), and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), and the Lenders referred to below.

CONSULTING AGREEMENT
Consulting Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Colorado

THIS CONSULTING AGREEMENT (the "Agreement") is entered into on March 3, 2005, (the "Start Date") by and between Pacific Energy Management LLC a Delaware limited liability company (the "Company"), and Douglas L. Polson, a resident of Douglas County, Colorado (the "Consultant").

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