2009 LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

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BUCKEYE PARTNERS, L.P.

2009 LONG-TERM INCENTIVE PLAN

1.      Purpose and Design

The purpose of this Plan is to assist Buckeye Partners, L.P., Buckeye GP LLC, the Partnership’s general partner, and Affiliates in attracting and retaining employees of outstanding competence and to enable selected officers and key employees of the Partnership, the Company 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.  The Plan is designed to align directly long-term executive compensation with tangible, direct and identifiable benefits realized by Buckeye Partners, L.P. Unit holders.

2.      Definitions

Whenever used in this Plan, the following terms will have the respective meanings set forth below:

2.1            “Account” means a bookkeeping account established on the records of the Company to record a Participant’s interests under the Plan.

2.2            “Affiliate” will have the meaning ascribed to such term in Rule 12b-2 of the General Rules under the Exchange Act.  Notwithstanding the foregoing, Buckeye Pipe Line Services Company shall be considered an Affiliate of the Company and any reference to an Affiliate in this Plan shall include an Affiliate of the Company or the Partnership, as applicable.

2.3            “Board” means the Company’s Board of Directors as constituted from time to time.

2.4            “Cause” shall mean, except to the extent specified otherwise by the Committee, a finding by the Committee that the Participant (i) has materially breached his or her employment, severance or service contract with the Company, Partnership or Affiliate, (ii) has engaged in disloyalty to the Company, Partnership or Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential information of the Company, Partnership or Affiliate to persons not entitled to receive such information, or (iv) has breached any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company, Partnership or Affiliate.

2.5            “Change of Control” shall mean the occurrence of one or more of the following transactions:

(a)            the sale or disposal by the Partnership of all or substantially all of its assets; or

(b)            the merger or consolidation of the Partnership with or into another partnership, corporation, or other entity, other than a merger or consolidation in which the Unit holders immediately prior to such transaction retain at least a fifty percent (50%) equity interest in the surviving entity; or

(c)            the occurrence of one or more of the following events:

(i)             the Company ceases to be the sole general partner of the Partnership;

(ii)            Buckeye GP Holdings L.P. ceases to own and control, directly or indirectly, 100% of the outstanding equity interests of the Company;

(iii)           MainLine Management LLC ceases to be the sole general partner of Buckeye GP Holdings L.P.; or

(iv)           BGH GP Holdings, LLC ceases to own and control, directly or indirectly, 100% of the outstanding equity interests of MainLine Management LLC;

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provided, however, that none of the events described in this clause (c) shall constitute a Change of Control if, following such event, either ArcLight Capital Partners, LLC and its affiliates (“ArcLight”) or Kelso & Company and its affiliates (“Kelso”) possess, or both ArcLight and Kelso collectively possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Partnership, whether through the ownership of voting securities, by contract, or otherwise; or

(d)            the failure of ArcLight and Kelso collectively to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Partnership, whether through the ownership of voting securities, by contract, or otherwise.

2.6            “Change of Control Period” shall mean the period commencing on the date of a Change of Control and ending eighteen (18) calendar months following a Change of Control.

2.7            “ Code ” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

2.8            “Committee” means the Compensation Committee of the Board or its successor.

2.9            “Company” means Buckeye GP LLC, a Delaware limited liability company, and any successor thereto.

2.10          “Comparison Group” means the group selected by the Committee and consisting of the Partnership and such other entities deemed by the Committee (in its sole discretion) to be reasonably comparable to the Partnership.

2.11          “Date of Grant” means the effective date on which a Grant is made to a Participant as set forth in the applicable Grant Letter.

2.12          “Disability” or “Disabled” means a Participant becoming disabled within the meaning of section 22(e)(3) of the Code, a long-term disability as determined under the long-term disability plan of the Company, the Partnership or an Affiliate, which is applicable to the Participant, or as otherwise determined by the Committee.  Notwithstanding the foregoing, no payment shall be made to a Participant on account of Disability unless a Participant becomes disabled within the meaning of such term under section 409A(a)(2)(C) of the Code.

2.13          “Distribution Equivalent Rights” means an amount determined by multiplying the number of Units granted to a Participant, subject to any adjustment under Section 12, by the per-Unit cash distribution, or the per-Unit fair market value (as determined by the Committee) of any distribution in consideration other than cash, paid by the Partnership on its Units.

2.14          “Employee” means a regular full-time salaried employee of the Company or an Affiliate who performs services directly or indirectly for the benefit of the Partnership.

2.15          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.16          “Fair Market Value” of a Unit means the average, rounded to one cent ($0.01), of the highest and lowest sales prices thereof on the New York Stock Exchange on the day on which Fair Market Value is being determined, as reported on the Composite Tape for transactions on the New York Stock Exchange. In the event that there are no Unit transactions on the New York Stock Exchange on such day, the Fair Market Value will be determined as of the immediately preceding day on which there were Unit transactions on that exchange.  If a Unit is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair Market Value per share shall be as determined by the Committee through any reasonable valuation method.

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2.17          “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events during the Change in Control Period:

(a)            a substantial adverse change in the Participant’s duties or responsibilities from those in effect on the date immediately preceding the first day of the Change of Control Period;

(b)            a material reduction in Participant’s annual rate of base salary or annual bonus opportunity as in effect immediately prior to commencement of a Change of Control Period; or

(c)            requiring Participant to be based at a location more than 100 miles from the Participant’s primary work location as it existed on the date immediately preceding the first day of the Change of Control Period, except for required travel substantially consistent with the Participant’s present business obligations.

                Notwithstanding the foregoing, Participant shall not have Good Reason for termination unless (A) Participant gives written notice of termination for Good Reason within 30 days after the event giving rise to Good Reason occurs, (B) the Company does not cure the action or failure to act that constitutes the grounds for Good Reason, as set forth in Participant’s notice of termination, within 30 days after the date on which Participant gives written notice of termination and (C) Participant actually resigns within 60 days following the expiration of the Company’s 30-day cure period.

2.18          “Grant” means a grant of one or more Performance Units or Phantom Units pursuant to the Plan and any tandem Distribution Equivalent Rights awarded with respect to such Grant.

2.19          “ Grant Letter” means the written instrument that sets forth the terms and conditions of a Grant, including all amendments thereto.

2.20          “Participant” means an Employee or an independent director (as set forth in Section 6 below) designated by the Committee to participate in the Plan.

2.21          “Partnership” means Buckeye Partners, L.P., a Delaware limited partnership or any successor thereto.

2.22          “Performance Goal” means the goal or goals and other objectives established by the Committee for a Performance Period, for the purpose of determining when a Grant subject to such objectives is earned.  All Performance Goals must meet the requirements of Section 9.

2.23          “Performance Period” means the period of one or more calendar years during which performance will be measured for Performance Units or tandem Distribution Equivalent Rights, as specified by the Committee.  Performance Periods must meet the requirements of Section 9.

2.24          “Performance Unit” means a notional Unit that is subject to the attainment of one or more Performance Goals established by the Committee and described in Section 9 and which upon vesting entitles a Participant to receive a Unit (or a fraction or a multiple thereof as determined based on the Performance Goal) or, if provided by the Committee in the Grant Letter, an amount in cash equal to the Fair Market Value of a Unit (or a fraction or a multiple thereof as determined based on the Performance Goal).

2.25          “Phantom Unit” means a notional Unit granted under the Plan that is subject to service-based restrictions or other conditions established by the Committee in its discretion and which upon vesting entitles a Participant to receive a Unit or, if provided by the Committee in the Grant Letter, an amount in cash equal to the Fair Market Value of a Unit.

2.26          “Plan” means the Buckeye Partners, L.P. 2009 Long-Term Incentive Plan as stated herein, including any amendments or modifications thereto.

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2.27          “Restriction Period” means the period of one or more calendar years during which Phantom Units or tandem Distribution Equivalent Rights, if applicable, shall be subject to restrictions or conditions, including any other period specified in the Grant Letter.

2.28          “Retirement” means separation from employment other than for Cause (i) at or after age 65, or (ii) before age 65 provided the Participant has at the time of such termination satisfied the age and vesting requirements for normal or early retirement pursuant to the terms of any “defined benefit plan” (as such term is defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision) maintained by the Partnership, the Company or any Affiliate in which the Participant participates, or (iii) if the Participant does not participate at the time of such termination in such a “defined benefit plan,” at or after age 55 and before age 65 provided the Participant has been employed by the Partnership, the Company or any Affiliate for at least five full years.

2.29          “Unit” means a unit representing a limited partnership interest in the Partnership.

3.      Grants and Maximum Number of Units Available for Grants

(a)            Grants under the Plan may consist of Phantom Units, Performance Units and/or tandem Distribution Equivalent Rights.  All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in the Grant Letter.  All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant.  Grants under a particular Section of the Plan need not be uniform as among the Participants.

(b)            The