Exhibit
10.2

    


    FIRST
AMENDMENT TO
THE

    BREITBURN
ENERGY PARTNERS L.P. 2006 LONG-TERM INCENTIVE PLAN

    CONVERTIBLE
PHANTOM UNIT AGREEMENTS

    


    


    RECITALS

    


    A.           The
Board of Directors (the “Board”)  of BreitBurn GP, LLC (“GP LLC”)
deemed it advisable to amend the the BreitBurn Energy Partners L.P. 2006 Long
Term Incentive Plan Convertible Phantom Unit Agreements (the “CPU Agreements”),
effective as of October 29, 2009.

    


    B.           Pursuant
to Section 7 of the BreitBurn Energy Partners L.P. 2006 Long Term Incentive Plan
(the “Plan”), the Board has the authority to amend the CPU Agreements, subject
to certain limitations.

     

    AMENDMENT

     

    1.           Effective
as of October 29, 2009, Exhibit B to each existing CPU Agreement is deleted in
its entirety and replaced with a revised Exhibit B attached hereto as Schedule I
to this Amendment.

     

    2.           Except
as otherwise expressly set forth in this Amendment, the CPU Agreements remain in
full force and effect in accordance with their terms.

    


    3.           This
Amendment shall be governed by and construed in accordance with the laws in
force in the state of Delaware, without regard to that state’s conflict-of-laws
rules and principles.

    


    I hereby
certify that this Amendment was duly adopted by the Board on October 29,
2009.  Executed this 4th day of November, 2009.

     

    
      
        	 
      	
                BREITBURN
      ENERGY PARTNERS L.P.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                BREITBURN
      GP, LLC

              
	 
      	
                Its:

              	
                General
      Partner

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/Halbert S. Washburn

              	 
      
	 
      	 
      	
                Name:

              	
                Halbert
      S. Washburn

              
	 
      	 
      	
                Title:

              	
                Co-Chief
      Executive Officer

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
I

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
B

    TO
CONVERTIBLE PHANTOM UNIT AGREEMENT

     

    CUE
CONVERSION TABLE1

     

    
      	
              Target
      Annual Distribution Level

            	
              CUEs
      per CPU

            
	
              $0.00

            	
              1.000

            
	
              $1.24

            	
              1.000

            
	
              $1.30

            	
              1.000

            
	
              $1.37

            	
              1.000

            
	
              $1.44

            	
              1.000

            
	
              $1.52

            	
              1.000

            
	
              $1.60

            	
              1.000

            
	
              $1.68

            	
              1.000

            
	
              $1.77

            	
              1.000

            
	
              $2.20

            	
              1.000

            
	
              $2.31

            	
              1.250

            
	
              $2.43

            	
              1.563

            
	
              $2.55

            	
              1.953

            
	
              $2.67

            	
              2.441

            
	
              $2.81

            	
              3.052

            
	
              $2.95

            	
              3.815

            
	
              $3.10
      or greater

            	
              4.768

            


    

    


     

    
      

    

    
      
        
          	
                        
                    1

                     

                  

                	
                  If
      the dollar value of the relevant distributions falls between the
      incremental distribution levels contained in this CUE Conversion Table,
      then the number of CUEs underlying each CPU shall equal the number of CUEs
      associated with the lower of the two Target Annual Distribution
      Levels.