Amendment And Restated Unit Option And Distribution Equivalent Plan of The Partnership, Dated As of April 1, 2005.

BUCKEYE PARTNERS, L.P.


UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN


Amended and Restated
as of April 1, 2005


- --------------------------------------------------------------------------------


UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN


1. PURPOSE


The Unit Option and Distribution Equivalent Plan (the "Plan") of Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership"), is designed to assist the Partnership, Buckeye GP LLC, the Partnership's general partner (the "General Partner"), and Affiliates in attracting and retaining employees of outstanding competence and to enable selected officers and key employees of the Partnership, the General Partner and Affiliates to acquire or increase ownership interests in the Partnership on a basis that will encourage them to perform at increasing levels of effectiveness and to use their best efforts to promote the growth and profitability of the Partnership. Consistent with these objectives, the Plan authorizes the granting of options (the "Options") to acquire limited partnership interests in the Partnership represented by units (the "Units") to selected officers and key employees (the "Optionees") pursuant to the terms and conditions hereinafter set forth. As used herein, the terms "Affiliate" and "Affiliates" refer to any domestic or foreign corporation, partnership, limited liability company or other entity that directly or indirectly controls, is controlled by or is under common control with either the Partnership or the General Partner. For purposes of this Plan, Buckeye Pipe Line Services Company shall be considered an Affiliate of the General Partner.


2. EFFECTIVE DATE OF THE PLAN.


Effective Date; Unitholder Approval. The Plan originally became effective April 25, 1991 and was amended and restated as of April 24, 2002. This 2005 amendment and restatement was approved by the holders of Units (the "Unitholders") and became effective on April 1, 2005.


3. ADMINISTRATION.


(a) Administration by Committee. The Plan shall be administered by either the Board of Directors of the General Partner (the "Board"), or a committee of the Board consisting of at least two (2) members of the Board (the "Committee"). For purposes of the Plan, the term "Committee," as used hereinafter, shall refer to the Board if the Board has not appointed the Committee to administer the Plan. The Committee shall have and exercise all of the powers and authority granted to it by the provisions of the Plan. Members of the Committee shall serve, and may be removed, at the pleasure of the Board.


(b) Quorum. For purposes of administration of the Plan, a majority of the members of the Committee eligible to serve as such shall constitute a quorum, and any action taken by a majority of the members of the Committee present at any meeting at which a quorum is present, or acts approved in writing by a majority of such members of the Committee, shall be the acts of the Committee.


(c) Committee Power. Subject to the express provisions of the Plan, the Committee shall have full authority (i) to decide when Options will be granted under the Plan, (ii) to select Optionees under the Plan and (iii) to determine the number of Units to be covered by each Option, the price at which such Units may be purchased and any other terms and conditions of such Option, including the applicability of the Distribution Equivalent feature described in Section 7. The Board or the Committee may, by resolution, authorize one or more officers of the General Partner to do one or both of the following: (1) designate the Optionees, and (2) determine the number of Options to be received by such Optionees; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of Options such officer or officers may so award. The Board or the Committee may not authorize an officer to designate himself or herself as a recipient of any such Options.


-2-


(d) Plan Interpretation. Subject to the express provisions of the Plan, the Committee shall have full and express discretionary authority to interpret the Plan and any option agreements evidencing Options granted hereunder (the "Option Agreements"), to issue rules for administering the Plan, to change, alter, amend or rescind such rules, and to make all other determinations necessary or appropriate for the administration of the Plan. All determinations, interpretations and constructions made by the Committee pursuant to this Section 3 shall be final and conclusive. No member of the Committee shall be liable for any action, determination or omission taken or made in good faith with respect to the Plan or any Option granted hereunder. All Options shall be granted conditional upon the Optionee's acknowledgement, in writing or by acceptance of the Option, that all decisions and determinations of the Committee shall be final and binding on the Optionee, his or her beneficiaries and any other person having or claiming an interest under such Option. Grants need not be uniform as among the Optionees.


4. UNITS SUBJECT TO OPTIONS.


(a) Number, Source and Use of Units. The equity securities to be subject to Options granted under the Plan shall be limited partnership interests in the Partnership represented by Units. The aggregate number of Units which may be issued under Options granted pursuant to the Plan shall not exceed 1,400,000 Units, subject to further adjustment as provided in Sections 4(b) and 8(b) of the Plan. If an Option, or any portion thereof, expires, terminates or is surrendered or canceled for any reason (including pursuant to a cancellation and new grant of Options pursuant to Section 10) without the full number of Units being issued to the Optionee, the Units subject to such expired, terminated, surrendered or canceled portion of the Option shall be available for subsequent Option grants under this Plan. Units which are the subject of Options may be previously issued and outstanding Units reacquired by the Partnership or certain of its Affiliates and held in treasury, or may be authorized but unissued Units, or may be partly of each.


(b) Adjustment Provisions. In the event that (i) any change is made to the Units issuable under the Plan pursuant to Section 8 or otherwise, or (ii) the Partnership makes any distribution of cash, Units, assets or other property to Unitholders which result from the sale or disposition of a major asset or separate operating division of the Partnership or any other extraordinary event and, in the judgment of the Committee, such change or distribution would significantly dilute the rights of Optionees hereunder then, subject to the provisions of Section 8 of the Plan, the Committee may make appropriate adjustments in the maximum number of Units issuable under the Plan to reflect the effect of such change or distribution upon the Partnership's capital structure, and may make appropriate adjustments to the number of Units and the purchase price subject to each outstanding Option. The adjustments determined by the Committee shall be final, binding and conclusive.


5. ELIGIBILITY


Subject to the immediately succeeding sentence, the persons who shall be eligible to receive Options pursuant to the Plan shall be such officers and key employees of the Partnership, the General Partner, or any Affiliate who can make a meaningful contribution to the Partnership's success, as determined by the Committee from time to time. The following individuals shall not be eligible to receive grants of Options under the Plan, nor shall they receive material increases in benefits with respect to previously granted Options: (1) a member of the Board of Directors or (2) an officer of the General Partner whose compensation is not reimbursed by the Partnership pursuant to the terms and conditions of the Third Amended and Restated Exchange Agreement dated as of December 15, 2004.


-3-


6. OPTIONS.


(a) Grant of Options. Subject to the provisions of Section 4, Options may be granted at any time and from time to time as may be determined by the Committee. The Committee shall have complete discretion in determining the number of Options granted and the number of Units subject to such Options. The grant of Options under the Plan shall in no way affect the Partnership's or the General Partner's right to adjust, reclassify, reorganize or otherwise change the Partnership's capital or business structure, nor shall the grant of any Option affect the Partnership's or the General Partner's right to merge, consolidate, dissolve, liquidate or sell or transfer any part of the Partnership's business or assets.


(b) Nature of Options. Options granted pursuant to the Plan shall be authorized by the Committee and shall be non-statutory options which are not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").


(c) Terms and Conditions of Options. Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement between the Partnership and the Optionee in such form or forms as the Committee, from time to time, shall prescribe, which agreements need not be identical to each other but shall comply, inter alia, with and be subject to the terms and conditions of this Section 6(c). In addition, the Committee may, in its absolute discretion, include in any Option Agreement other terms, conditions and provisions that are not inconsistent with the express provisions of the Plan.


(i) Option Price. The price at which each Unit may be purchased pursuant to an Option granted under the Plan shall be not less than 100% of the higher of the "fair market value" for each such Unit (A) on the date the Committee approves the grant of such Option (the "Date of Grant"), or (B) on a future date if such is fixed on the Date of Grant by the Committee. The "fair market value" of the Units on any date shall be the mean between the high and the low prices of the Units on such date on the New York Stock Exchange (or the principal market in which the Units are traded, if the Units are not listed on that Exchange on such date), or if the Units were not traded on such date, the mean between the high and the low prices of the Units on the next preceding trading day during which the Units were traded. Anything contained in this subsection (i) to the contrary notwithstanding, in the event that the number of Units subject to any Option is adjusted pursuant to 4(b) or 8(b) hereof, a corresponding adjustment shall be made in the price at which the Units subject to such Option may be purchased thereafter.


(ii) Duration of Options. An Option (or portion thereof) granted under the Plan shall expire and all rights to purchase Units pursuant to the Option (or portion thereof) shall cease at the end of the day which is seven years following the date such Option (or portion thereof) became exercisable for the first time, or such lesser period as may be prescribed by the Committee and specified in the Option Agreement (the "Expiration Date").


(iii) Vesting of Options. The Units subject to each option granted hereunder may only be purchased to the extent that the Optionee is vested in such Option. An Optionee shall vest separately in each Option granted hereunder in accordance with a schedule determined by the Committee in its sole discr ...