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                             BUCKEYE PARTNERS, L.P.


                  UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN




                              Amended and Restated
                               as of April 1, 2005

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                  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.


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      (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.


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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
discretion, which will be appended to the Option Agreement. In the absence of
any special circumstances, including the circumstances described in Sections 8
and 12 of the Plan or the terms of any vesting schedule contained in any Option
Agreement which differ from the schedule below, the Committee will cause the
Options to vest in accordance with the following schedule:


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<TABLE>
<CAPTION>
 Number of anniversaries the Optionee has
remained in the employ of the Partnership,
   the General Partner or any Affiliate             Extent to which the Optionee
     following the Date of the Grant                         is Vested
     -------------------------------                         ---------
<S>                                                 <C>
Under three........................................................0%
Three or more....................................................100%
</TABLE>

At the time an Option (or portion thereof) becomes vested in accordance with the
foregoing schedule, the Option (or such portion) shall remain exercisable for a
period of seven (7) years following the date the Option (or such portion) became
vested. Anything contained in this subsection (iii) to the contrary
notwithstanding, an Optionee shall become fully (100%) vested in each of his or
her Options upon (A) his or her termination of employment with the Partnership,
the General Partner or an Affiliate for reasons of death, Disability or
Retirement (as such terms are defined in Section 12); (B) his or her termination
of employment by the Partnership, the General Partner or an Affiliate within one
year after the merger of the Partnership into, consolidation of the Partnership
with, or sale or transfer of all or substantially all the Partnership's assets
to, another entity, or within one year after the acquisition of effective voting
control of the Partnership by any individual or entity or by any individuals or
entities acting in concert (a good faith determination by the Committee that
such control has been acquired shall be final and conclusive), in any such case
for a reason other than discharge for cause; (C) a determination by the
Committee in its sole discretion that acceleration of the Option vesting
schedule would be desirable for the Partnership; or (D) such Options becoming
vested pursuant to Section 8 of the Plan.

            (iv) Unit Retention Requirement. The Committee may require, as a
term of an Option Agreement, that the Optionee accumulate and retain a minimum
number of Units, as specified by the Committee in its discretion ("Unit
Retention Requirement"). The Committee shall permit an Optionee to satisfy the
Unit Retention Requirement over a period determined by the Committee. An
Optionee who fails to comply with the Unit Retention Requirement after
expiration of the prescribed period shall not be eligible to receive further
grants of Options under the Plan.

      (d) Purchase of Units Pursuant to Options. An Optionee may purchase Units
subject to the vested portion of an Option in whole at any time, or in part from
time to time, by delivering to the Secretary of the General Partner, or his
designee, written notice specifying the number of Units with respect to which
the Option is being exercised. The Optionee shall pay the purchase price of such
Units in full, plus any applicable federal, state or local taxes for which the
Partnership, the General Partner or any Affiliate has a withholding obligation
in connection with such purchase. Such payment shall be payable to the
Partnership in full in cash or by payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board. During the
lifetime of the Optionee, the Option shall be exercised only by the Optionee and
shall not be assignable or transferable by the Optionee other than (1) by will,
(2) by the laws of descent and distribution, (3) pursuant to the terms of the
Plan, or (4) pursuant to the terms of a qualified domestic relations order.

      (e) Unitholder Rights. An Optionee shall have none of the rights of a
Unitholder with respect to any Units issuable pursuant to an Option under the
Plan until such Optionee shall have been issued such Units upon the exercise or
partial exercise of such Option.

      (f) Compliance with Rule 16b-3. The Committee may impose such conditions
on the exercise of an Option as may be necessary to satisfy the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or any other comparable provisions in effect at the time.


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7.    DISTRIBUTION EQUIVALENTS.

      (a) Distribution Equivalents. The Committee may grant, in its discretion
and subject to such conditions, if any, as it shall determine, certain Options
with a feature which would allow Optionees to accumulate accrued credit balances
as adjusted in subsection (c) (the "Distribution Equivalents"). Only those
Options which have been specifically awarded with Distribution Equivalents, as
evidenced by the terms of the Option Agreement relating to such Option, shall be
deemed to have the Distribution Equivalent feature. The Partnership shall
maintain records with respect to each Option granted to an Optionee with
Distribution Equivalents, calculated in accordance with subsection (b) (the
"Distribution Equivalent Account").

      (b) Calculation of Distribution Equivalents. From the date an Option is
granted with a Distribution Equivalent feature until the earlier of (i) the date
in which the Option (or portion thereof) becomes exercisable in accordance with
Section 6(c) or 8, or (ii) the date of the Optionee's termination of employment
for any reason including death, Disability or Retirement, as such terms are
defined as in Section 12, the Partnership shall record in each Distribution
Equivalent Account on the date of each regular quarterly Partnership
distribution, an amount equal to (x) the Partnership's per Unit regular
quarterly distribution as declared from time to time by the Board, multiplied by
(y) the number of Units subject to such Option that have not vested. No interest
shall be payable or credited to the balance in any Distribution Equivalent
Account. Any special per Unit distributions declared by the Board may be
credited to the Distribution Equivalent Accounts only upon specific Committee
approval.

      (c) Use of Distribution Equivalents. As a term of an Option Agreement, the
Committee may condition the Optionee's receipt of the Distribution Equivalent
Account value upon continued service and upon the achievement of such corporate
performance goals as the Committee may establish in its discretion. If the
Committee conditions receipt of Distribution Equivalents on performance goals,
the Committee shall establish a performance period and performance goals with
such terms as the Committee determines. At the end of the specified period, the
Committee shall (i) adjust the accumulated Distribution Equivalents to reflect
the achievement of such performance goals (which may result in an increase or
decrease in the Distribution Equivalents credited to the Distribution Equivalent
Account) and (ii) distribute the Distribution Equivalents, as adjusted, in cash
to each Optionee who has met the applicable service requirements. If the
Committee increases an Optionee's Distribution Equivalents based on achievement
of performance goals, the maximum amount that may be credited to the Optionee's
Distribution Equivalent Account for a specified period is 200% of the
Distribution Equivalents otherwise credited to the Distribution Equivalent
Account pursuant to subsection (b) above for the applicable performance period.
Notwithstanding anything in the Plan to the contrary, Distribution Equivalents
shall be paid on specified dates or as otherwise required in order to comply
with the requirements of Section 409A of the Code, if applicable.

8.    ADJUSTMENTS UPON EXTRAORDINARY TRANSACTIONS OR CHANGES IN PARTNERSHIP
      CONTROL.

      (a) Extraordinary Transaction. In the event of one or more of the
following transactions (an "Extraordinary Transaction"):

            (1) the Unitholders approve a merger or consolidation of the
Partnership with any other entity, other than a merger or consolidation which
would result in the Unitholders retaining at least 75% of the total equity
interest of the surviving entity, as represented by the percentage of Units or
equity securities of the Partnership or such surviving entity held by the
Unitholders immediately after such merger or consolidation;


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<PAGE>

            (2) a plan of complete dissolution of the Partnership is adopted or
the Unitholders approve an agreement for the sale or disposition by the
Partnership (in one transaction or a series of transactions) of all or
substantially all the Partnership's assets; or

            (3) the General Partner is removed, or any person or entity except
one or more of the equity interest holders of the General Partner or any
employee benefit plan of the General Partner (or of any affiliate or any person
or entity organized, appointed or established by the General Partner for or
pursuant to the terms of any such employee benefit plan), together with all
affiliates of such person or entity, becomes, directly or indirectly, the
beneficial owner, or the holder of proxies, in the aggregate of 51% or more of
the general partnership interests of the Partnership,

then (i) each Option at the time outstanding under the Plan and not then
otherwise fully exercisable shall, during the ten (10) business day period
immediately prior to the specified effective date for the Extraordinary
Transaction, become fully exercisable for up to the total number of Units
purchasable or issuable thereunder and may be exercised for all or any portion
of the Units for which the Option is so accelerated, (ii) all Units issuable
upon the exercise of Options under this Section 8(a) of the Plan shall be
delivered to the Optionee immediately prior to the specified effective date for
the Extraordinary Transaction, and (iii) all accumulated Distribution
Equivalents, without adjustment pursuant to Section 7(c), shall be paid to the
Optionee in cash. Notwithstanding the foregoing, if the Extraordinary
Transaction is abandoned, (A) any Units not purchased upon exercise of such
Option shall continue to be available for purchase in accordance with the other
provisions of the Plan, and (B) to the extent that any Option not exercised
prior to such amendment shall have vested solely by operation of this Section 8,
such vesting shall be deemed annulled, and the vesting schedule set forth in
Section 6(c), or in the Option Agreement if different from the vesting schedule
in Section 6(c), shall be reinstituted as of the date of such abandonment.

      In no event shall any such acceleration or payment in connection with an
Extraordinary Transaction occur if the terms of the agreement governing the
Extraordinary Transaction require, as a condition to consummation, that the
outstanding Options shall either be assumed by the successor entity, or its
affiliate, or be replaced with a comparable option or right to purchase or
receive securities of the successor entity or affiliate. The determination of
such comparability shall be made by the Committee, and its determination shall
be final, binding and conclusive. Upon consummation of an Extraordinary
Transaction, all outstanding Options under the Plan shall, to the extent not
previously exercised or assumed by the successor entity or its affiliate,
terminate. For purposes of this Section 8, the term "affiliate" means 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 the party in question.

      Notwithstanding the above, in the event of any Extraordinary Transaction,
the Committee shall have the discretion to cancel outstanding Options in whole
or in part, subject to such conditions as the Committee may determine, upon
payment to Optionees with respect to each Option then exercisable an amount in
cash equal to the excess of (i) the fair market value (at the effective date of
such Extraordinary Transaction) of the consideration the Optionee would have
received in the Extraordinary Transaction if the Option had been exercised
immediately prior to the effective date of such Extraordinary Transaction over
(ii) the aggregate exercise price of such Option. In that event, the Committee
may determine that accumulated Distribution Equivalents shall be paid to the
Optionees in cash.

      (b) If any change is made to the Units issuable under the Plan by reason
of an Extraordinary Transaction that does not result in the termination of all
outstanding Options, the Committee may adjust the maximum number of Units
issuable under the Plan, the number of Units subject to Options, and the Option
price of any outstanding Options.


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9.    VALUATION.

      For purposes of the Plan, the term "fair market value," when used in
connection with a discussion concerning the value of a Unit, shall represent the
value described in Section 6(c)(i). When used in connection with a discussion
concerning the value of a right, an asset or other property, other than a Unit,
the term "fair market value" shall mean, on any relevant date, the market value
of such asset, as determined by the Committee in accordance with such method of
valuation as the Committee shall determine to be reasonable and appropriate.

10.   TERM OF PLAN.

      Unless the Plan is sooner terminated in accordance with Section 8 or by
the Committee, no further Options shall be granted under the Plan after the
earlier of (i) the twentieth (20th) anniversary of the effective date of the
2005 amendment and restatement of the Plan, as described in Section 2 above or
(ii) the date on which all Units available for issuance under the Plan have been
issued.

11.   AMENDMENT OF THE PLAN AND AWARDS.

      The Committee shall have complete and exclusive power and authority to
terminate or amend the Plan and the Committee may amend outstanding Options
issued under the Plan in any or all aspects whatsoever not inconsistent with the
terms of the Plan; provided, however, that no such termination or amendment
shall adversely affect the rights of an Optionee with respect to Options at the
time outstanding under the Plan unless the Optionee consents to such amendment;
and provided, further, that the Committee shall not, without the approval of the
Unitholders, amend the Plan to (i) materially increase the maximum number of
Units which may be issued under the Plan, except for permissible adjustments
under Section 4(b), (ii) materially increase the benefits accruing to
individuals who participate in the Plan, or (iii) materially modify the
eligibility requirements for the grant of Options under the Plan.
Notwithstanding the foregoing, the Committee may amend the Plan in such manner
as the Committee deems necessary or appropriate to comply with the requirements
of Section 409A of the Code.

12.   TREATMENT OF OPTIONS UPON OPTIONEE'S TERMINATION OF EMPLOYMENT.

      Unless otherwise determined by the Committee, the following rules shall
apply in the event of an Optionee's termination of employment with the
Partnership, the General Partner or any Affiliate:

      (a) Termination for Cause; Voluntary Termination Without Consent. In the
event of an Optionee's termination of employment with the Partnership, the
General Partner or any Affiliate either (i) for cause or (ii) voluntarily on the
part of the Optionee and without the written consent of the Secretary of the
General Partner, or his designee, any and all Option(s) held by such person
shall immediately terminate.

      (b) Termination in Special Circumstances. In the event of an Optionee's
termination of employment with the Partnership, the General Partner or any
Affiliate under circumstances other than those specified in subsection (a)
hereof and for reasons other than death, Disability or Retirement (as defined in
subsection (d) hereof), such Option shall terminate on the date which is 90 days
from the date of such termination of employment or on its Expiration Date,
whichever shall first occur; provided, however, that if the Optionee is a former
officer of the General Partner subject to Section 16 of the 1934 Act who
terminates employment pursuant to this subsection (b), his or her Options shall
terminate on (i) the date which is the later of (A) 90 days from the date of
such termination of employment, or (B) six months and ten days after such
person's last purchase or sale, for purposes of Section 16, of Units or any


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<PAGE>

derivative security thereto prior to his or her ceasing to be such an officer,
or (ii) their Expiration Date, whichever shall first occur.

      (c) Death of Optionee. In the event of the death of an Optionee (i) while
he or she is employed by the Partnership, the General Partner or any Affiliate,
or (ii) if subsections (b) or (d) hereof is applicable, during the respective
periods of time specified therein following his or her termination of
employment, such Option shall become fully exercisable, but shall terminate on
the first anniversary of the Optionee's death, Disability or Retirement (as such
terms are defined in subsection (d) hereof) or on its Expiration Date, whichever
shall first occur.

      (d) Disability or Retirement of Optionee. In the event of the Optionee's
termination of employment with the Partnership, the General Partner or any
Affiliate for reasons of the inability, due to mental or physical infirmity, of
the Optionee to discharge the regular responsibilities and duties of his or her
employment with the Partnership, the General Partner or any Affiliate, as the
case may be ("Disability"), or for reasons of termination of employment other
than discharge for cause (i) at or after age 65, or (ii) before age 65 provided
the Optionee 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 General Partner or any Affiliate in which the
Optionee participates, or (iii) if the Optionee 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 Optionee has been employed by the Partnership, the
General Partner or any Affiliate for at least five full years (any of which
terminations in clauses (i)-(iii) above shall constitute "Retirement"), such
Option shall become fully exercisable, but shall terminate on the date which is
a number of years after the date of such termination of employment as shall be
fixed by the Committee or on its Expiration Date, whichever shall first occur.

      (e) Limitations of Option Acceleration Upon Termination of Employment of
Optionee. Anything contained in this Section 12 to the contrary notwithstanding,
an Option may only be exercised following the Optionee's termination of
employment with the Partnership, the General Partner or any Affiliate for
reasons other than death, Disability or Retirement if, and to the extent that,
such Option was exercisable immediately prior to such termination of employment.

      (f) Certain Transfers of Employment. An Optionee's transfer of employment
between or among the Partnership, the General Partner and an Affiliate or
between or among Affiliates, shall not constitute a termination of employment
and the Committee shall determine in each case whether an authorized leave of
absence for military service or otherwise shall constitute a termination of
employment.

13.   ISSUANCE OF UNITS; RESTRICTIONS.

      (a) Subject to the conditions and restrictions provided in this Section
13, the Partnership shall, within twenty (20) business days after an Option has
been duly exercised in whole or in part, deliver to the person who exercised the
Option a certificate, registered in the name of such person, for the number of
Units with respect to which the Option has been exercised. The Partnership may
legend any certificate issued hereunder to reflect any restrictions provided for
in this Section 13.

      (b) Unless the Units subject to Options granted under the Plan have been
registered under the Securities Act of 1933, as amended (the "1933 Act"), (and,
in the case of any Optionee who may be deemed an affiliate of the Partnership
for purposes of the 1933 Act, such Units have been registered under the 1933 Act
for resale by such Optionee), or the Partnership has determined that an
exemption from registration is available, the Partnership may require prior to
and as a condition of the issuance of any


                                      -9-
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Units that the person exercising an Option hereunder furnish the Partnership
with a written representation in a form prescribed by the Committee to the
effect that such person is acquiring said Units solely with a view to investment
for his or her own account and not with a view to the resale or distribution of
all or any part thereof, and that such person will not dispose of any of such
Units otherwise than in accordance with the provisions of Rule 144 under the
1933 Act unless and until either the Units are registered under the 1933 Act or
the Partnership is satisfied that an exemption from such registration is
available.

      (c) Anything contained herein to the contrary notwithstanding, the
Partnership shall not be obligated to sell or issue any Units under the Plan
unless and until the Partnership is satisfied that such sale or issuance
complies with (i) all applicable requirements of the New York Stock Exchange (or
the governing body of the principal market in which such Units are traded, if
such Units are not then listed on such Exchange), (ii) all applicable provisions
of the 1933 Act, and (iii) all other laws or regulations by which the
Partnership is bound or to which the Partnership is subject.

14.   GENERAL PROVISIONS.

      (a) No Right to Employment. Nothing contained in the Plan or any Option
Agreement shall confer, and no grant of an Option shall be construed as
conferring, upon any Optionee any right to continue in the employ of the
Partnership, the General Partner or any Affiliate or to interfere in any way
with the right of the Partnership, the General Partner or any Affiliate to
terminate his or her employment at any time or increase or decrease his or her
compensation from the rate in effect at the Date of Grant.

      (b) No Limit on Other Compensatory Arrangements. Nothing contained in this
Plan shall prevent the Partnership, the General Partner or any Affiliate from
adopting other or additional compensation arrangements (which may include
arrangements which relate to Options under the Plan), and such arrangements may
be either generally applicable or applicable only in specific cases.


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