Amended Distribution Supplement

EXHIBIT (10.1)


AMENDMENT NO. 1 TO DISTRIBUTION SUPPORT,
INCENTIVE COMPENSATION AND APU REDEMPTION AGREEMENT


THIS AMENDMENT is made as of the 18th day of July, 1995 by Buckeye Management Company, a Delaware corporation (the "General Partner"), Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership") and American Financial Group, Inc., previously known as The Penn Central Corporation ("AFG").


WHEREAS, the General Partner, the Partnership and AFG previously entered into the Distribution Support, Incentive Compensation and APU Redemption Agreement, dated as of December 15, 1986 (the "Agreement");


WHEREAS, the Board of Directors of BMC, on behalf of the General Partner, and a special committee of disinterested directors of the Board of Directors of BMC (the "Special Committee"), on behalf of the Partnership, have approved an amendment to the Agreement in accordance with the terms and conditions set forth below;


WHEREAS, Section 5.8 of the Agreement provides that the Agreement may be amended only after complying with Section 17.4(a) of the Partnership Agreement, which provides that, without the prior approval of a two-thirds interest of the limited partners of the Partnership, the General Partner shall not amend the Agreement, unless such amendment does not, in the good faith opinion of the General Partner, adversely affect the limited partners of the Partnership (the "Limited Partners") in any mater ...