0001047469-06-007786 Sample Contracts

FORM OF FIFTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware

This Fifth Amended and Restated Incentive Compensation Agreement, dated as of , 2006 (this “Agreement”), is entered into between BUCKEYE GP LLC, a Delaware limited liability company (“General Partner”), and BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania

This Employment Agreement (“Agreement”) is made and entered into as of May 4, 2004 (the “Effective Date”), by and between Glenmoor LLC, a Delaware limited liability company (the “Company”), and William H. Shea, Jr. (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania

This Amended and Restated Employment and Severance Agreement, dated as of May 4, 2004 by and among Stephen C. Muther (“Muther”) and Glenmoor LLC, a Delaware limited liability company (“Glenmoor”), amends and restates the Agreement made as of the 8th day of December, 1997, amended as of December 31, 1999, supplemented as of December 31, 1999, and such supplement was amended as of January 1, 2004, among Buckeye Management Company, Buckeye Pipe Line Services Company (“BPLSC”), and Buckeye Pipe Line Company, Glenmoor, and Muther.

SEVERANCE AGREEMENT
Severance Agreement • May 30th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Pennsylvania

This Agreement made as of the 1st day of September, 2004, by and between Glenmoor LLC, a Delaware limited liability company (the “Company”), and Robert B. Wallace, residing at (“Employee”).

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