Exhibit
10.5

     

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

     

    This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 30, 2010
(together with any Exhibits hereto, the “Agreement”), is entered into
by and among BreitBurn Energy Partners L.P. (“BreitBurn Partners”),
BreitBurn Management Company, LLC (“BMC”), BreitBurn GP, LLC
(“BBGP”), and Gregory C.
Brown (the “Executive”).  As
used herein, the term “Employer” shall be deemed to
refer to BreitBurn Partners, BMC and/or BBGP, as the context requires, and the
term “BreitBurn Entity”
shall be deemed to refer to each Employer and its subsidiaries.

     

    WHEREAS,
the Executive, BMC and BBGP are currently parties to that certain Employment
Agreement, dated as of January 29, 2008, and as amended on December 30, 2008
(the “Prior
Agreement”);

     

    WHEREAS,
the Executive and the Employer wish to amend and restate the terms of their
employment and service relationship; and

     

    WHEREAS,
the Employer and the Executive wish to enter into this Amended and Restated
Employment Agreement, in the capacities and on the terms set forth in this
Agreement, and to supersede and replace in its entirety the Prior
Agreement.

     

    NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    1.           Definitions.  All
capitalized terms not defined herein shall have the meanings set forth in Exhibit A
hereto.

     

    2.           Employment
Period.  The Employer hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue such employment, subject
to the terms and conditions of this Agreement, during the period (the “Employment Period”) beginning
on December 30, 2010 (the “Commencement Date”) and ending
on January 1, 2014 or such earlier date upon which the Executive’s employment is
terminated as provided herein.  Provided that the Employment Period
has not theretofore terminated, commencing on January 1, 2014 (and on each
January 1 thereafter), the term of this Agreement shall automatically be
extended for one additional year, unless at least ninety days prior to any such
January 1, the Employer or the Executive gives written notice to the other party
that it or he, as the case may be, does not wish to so extend the term of this
Agreement.  Notwithstanding the foregoing, the Employment Period shall
end on the Date of Termination; provided that if the date of
the Executive’s Separation from Service is later than the Date of Termination
and the Executive remains an employee of at least one Employer until the date of
such Separation from Service, the Employment Period shall instead end on the
date of such Separation from Service.

     

    
      
         


      

      
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    3.           Terms of
Employment.

     

    (a)           Position and
Duties.

     

    (i)           Position.  During
the Employment Period, the Executive shall be employed as the Executive Vice
President and General Counsel of the Employer.  The Executive shall
also serve subsidiaries and affiliates of the Employer in such other capacities,
in roles consistent with his position as Executive Vice President and General
Counsel, in addition to the foregoing as the Employer shall designate, and the
Executive shall have such other duties, responsibilities and authority as the
Boards of Directors of BMC or BBGP, as applicable, (the “Board” or “Boards” as the context
requires and “BBGP
Board” for the Board of Directors of BBGP) may specify from time to time,
in each case, in roles consistent with his position as Executive Vice President
and General Counsel; provided that in all events the Executive shall hold
similar position(s) with any general partner of BreitBurn
Partners.  Subject to Section 3(a)(ii) and Section 6 below, in no
event shall the Executive be entitled to any additional compensation (from the
Employer or otherwise) for services rendered to BreitBurn Partners or any of its
subsidiaries.  The Executive shall report directly to the Chief
Executive Officer or, if applicable, the Co-Chief Executive
Officers.

    


    (ii)           Exclusivity.  During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled under this Agreement, the Executive shall devote
substantially full-time attention and time during normal business hours to the
business and affairs of the BreitBurn Entities except as set forth in this
Section 3(a)(ii).  During the Employment Period it shall not be a
violation of this Agreement for the Executive to (A) carry on other
non-competitive business ventures with the consent of BBGP or its nominee (not
to be unreasonably withheld), (B) serve on the boards or committees of such
ventures or trade associations or civic or charitable organizations or to engage
in activities with such entities, (C) deliver lectures, fulfill speaking
engagements or teach at educational institutions, (D) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities as an employee of the Employer
in accordance with this Agreement and (E) serve as an officer or director of
BreitBurn Energy Holdings LLC (“BEH”), any other general
partner or any parent of the general partner of BreitBurn Energy Company L.P.
(“BECLP”) or otherwise
perform services for such entities, any of their subsidiaries or
operations.  The Executive shall be entitled to retain all
compensation attributable to activities permitted under this Section
3(a)(ii).

     

    (iii)           Location.  The
Executive’s services shall be performed at the headquarters of the Employer, and
such location shall be in the Greater Los Angeles metropolitan
area.  Notwithstanding the foregoing, the Employer may from time to
time require the Executive to travel temporarily to other locations on the
business of the Employer (and/or other BreitBurn Entities).

     

    (iv)           Operation of the
Business.  It is the Employer’s current intent to continue
conducting its business in a manner that would not impede the attainment of the
Performance Objectives applicable to any Convertible Performance Units granted
to the Executive (the “CPUs”), provided that the
parties acknowledge that any action or inaction by the Board (or any other
person owing a fiduciary duty to the Employer) with respect to the conduct of
the Employer’s business must be consistent with the Board’s or such person’s
view of applicable fiduciary duties and law.  Accordingly, the
Employer agrees that, provided that its actions and inactions are consistent
with applicable fiduciary duties and law, the Employer shall not take any action
(or permit any inaction) that materially impedes the attainment of the
Performance Objectives applicable to the CPUs.  Notwithstanding the
foregoing, nothing contained in this Section 3(a)(iv) nor any breach thereof
shall create any right in the Executive (or any successor in interest to the
Executive) to enjoin, preclude, constrain or otherwise interfere with any lawful
action taken by or on behalf of the Employer, whether by injunction, restraining
order, other equitable relief or otherwise or shall serve as the basis for any
claim by the Executive for any punitive, consequential or incidental damages,
and the Executive hereby agrees that his sole remedy for a breach of this
Section 3(a)(iv) shall be limited to the payments and benefits to which he may
be entitled under the terms of this Agreement in the event that he terminates
his employment for Good Reason.

     

    
      
         


      

      
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    (b)           Compensation.

     

    (i)           Base
Salary.  During the Employment Period, the Executive shall
receive a base salary (the “Base Salary”) at an annual
rate of $340,000, as the same may be increased (but not decreased) thereafter in
the discretion of the Employer.  The Base Salary shall be paid at such
regular intervals as the Employer pays executive salaries generally, but in no
event less frequently than monthly. During the Employment Period, the Base
Salary shall be reviewed at least annually by the Employer for possible increase
in the discretion of the Employer.  Any increase in the Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement.  The Base Salary shall not be reduced after any such
increase, and the term Base Salary as utilized in this Agreement shall refer to
the Base Salary as so increased.

     

    (ii)           Short-Term
Incentives.  For each calendar year ending during the
Employment Period, the Executive shall be eligible to participate in the
Employer’s short-term incentive plan at the Executive Vice President level and
to earn an annual cash bonus based on the achievement of performance criteria
established by the Board as soon as administratively practicable following the
beginning of each such year (the “Annual Bonus”).  For
each calendar year during the Employment Period (including for all of 2010), (A)
the target Annual Bonus shall be an amount equal to 75% of the Executive’s Base
Salary (the “Target
Bonus”), and (B) the maximum Annual Bonus shall be an amount equal to
150% of the Executive’s Base Salary.  The Employer shall pay the
Annual Bonus (if any) for each such calendar year in a single, cash, lump sum
after the end of the applicable calendar year in accordance with procedures
established by the Board, but in no event later than the fifteenth day of the
third month following the end of such calendar year, subject to and conditioned
upon the Executive’s continued employment with the Employer through the date of
payment of such Annual Bonus (except as otherwise provided in Section 5
hereof).

     

    (iii)           Long Term Incentives. The
Executive shall be eligible to receive additional awards under the First Amended
and Restated BreitBurn Energy Partners L.P. 2006 Long-Term Incentive Plan or any
successor thereto (the “Plan”) and to participate in
any future long-term incentive programs available generally to the Peer
Executives in the future, both as determined in the sole discretion of the BBGP
Board or, if applicable, a committee thereof.  Subject to Section
12(c) and Section 13(j) hereof, with respect to any equity and/or long-term
incentive award agreements (“LTIP Award Agreements”) in
effect as of the date of this Agreement, any reference to the Prior Agreement,
including its definitions, shall be deemed to be a reference to this
Agreement.

     

    
      
         


      

      
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    (iv)           Benefit Plans and
Policies.  During the Employment Period, the Executive and the
Executive’s eligible dependents shall be eligible to participate in the savings
and retirement plans and policies, welfare plans and policies (including,
without limitation, medical and dental) and fringe benefit plans and policies of
the Employer, in each case, that are made generally available to the Peer
Executives on a basis no less favorable than that provided generally to the Peer
Executives.  Notwithstanding the foregoing, nothing herein shall, or
shall be construed so as to, require the Employer to adopt or continue any plan
or policy or to limit the Employer’s right to amend or terminate any such plan
or policy at any time.

     

    (v)           Automobile.  During
the Employment Period, the Employer shall pay directly, or the Executive shall
be entitled to receive prompt reimbursement of, actual expenses of up to $1,000
per month associated with the lease or purchase of an automobile, in addition to
which the Employer shall pay or reimburse expenses related to the maintenance
and operation of such automobile in accordance with the Employer’s automobile
reimbursement policy applicable to the Peer Executives, as in effect from time
to time.

     

    (vi)           Expenses.  During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for
reasonable expenses incurred by the Executive on behalf of or in furtherance of
the business of any BreitBurn Entity pursuant to the terms and conditions of the
Employer’s applicable expense reimbursement policies.  Such expenses
shall include Bar association fees and dues, reasonable mandatory continuing
legal education expenses and costs for online or hard copy access to legal
publications and materials necessary to the Executive’s performance
hereunder.  To the extent that any such expenses or any other
reimbursements or in-kind benefits provided to the Executive pursuant to this
Agreement or the Prior Agreement are deemed to constitute compensation to the
Executive subject to Code Section 409A, including without limitation any
payments or reimbursements in accordance with Section 3(b)(iv), 3(b)(v) or this
Section 3(b)(vi), such expenses shall be reimbursed no later than December 31 of
the year following the year in which the expense was incurred.  The
amount of any such compensatory expenses so reimbursed or in-kind benefits
provided in one year shall not affect the amount eligible for reimbursement or
in-kind benefits provided in any subsequent year and the Executive’s right to
receive such reimbursements or in-kind benefits shall not be subject to
liquidation or exchange for any other benefit.

     

    (vii)           Vacation.  During
the Employment Period, the Executive shall be entitled to paid vacation in
accordance with the Employer’s applicable vacation policy, but in no event less
than five (5) weeks per year.

     

    4.           Termination of
Employment.

     

    (a)           Death or
Disability.  The Executive’s employment with the Employer shall
terminate automatically upon the Executive’s death.  In addition, if
the Board determines in good faith that the Executive has incurred a Disability,
it may terminate the Executive’s employment upon thirty days’ written notice
provided in accordance with Section 13(b) hereof if the Executive shall not have
returned to full-time performance of the Executive’s duties hereunder prior to
the expiration of such thirty-day notice period.

     

    
      
         


      

      
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    (b)           With or Without
Cause.  The Employer may terminate the Executive’s employment
for Cause or without Cause at any time, provided, that the Employer
may not terminate the Executive’s employment for Cause prior to obtaining the
requisite approval of the Board as required by the definition of
“Cause.”

     

    (c)           With or Without Good
Reason.  The Executive may terminate his employment for Good
Reason or without Good Reason.

     

    (d)           Notice of
Termination.  Any termination by the Employer or the Executive
shall be communicated by a Notice of Termination to the other parties hereto
given in accordance with Section 13(b) hereof.  Except as otherwise
required in the definition of Good Reason, the failure by the Executive or the
Employer to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right
of the Executive or the Employer, respectively, hereunder or preclude the
Executive or the Employer, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Employer’s rights
hereunder.

     

    5.           Obligations of the Employer
upon Termination; Change in Control.  For the avoidance of
doubt, for purposes of this Section 5, a termination of the Executive’s
employment with the Employer shall occur if the Executive’s employment is
terminated with any Employer; provided, however, that in
the event that the Executive’s services with one or more, but not all, Employers
or BreitBurn Entities are terminated or reduced by reason of an internal
restructuring (including, without limitation, a transfer or reassignment of
employment between such entities), such termination or reduction shall not
constitute a termination of employment hereunder and shall not constitute Good
Reason if, immediately following such event, the Executive retains the same
position, authority, duties, and responsibilities with respect to the business
conducted by the BreitBurn Entities immediately prior to such event and within
the overall organizational structure that includes the remaining Employers (or
the Employers’ successors).  Subject to the preceding sentence, the
parties hereby acknowledge that changes in the Executive’s status as an employee
of an Employer or a BreitBurn Entity (including any transfer of the Executive’s
employment between such entities) may, but shall not necessarily, constitute
Good Reason hereunder, and that the effect of such changes on the Executive’s
employment relationship shall be considered in determining whether Good Reason
exists hereunder.

     

    (a)           Good Reason; Other Than for
Cause, Death or Disability.  If, during the Employment Period,
the Employer terminates the Executive’s employment without Cause (other than as
a consequence of the Executive’s death or Disability, which terminations shall
be governed by Section 5(c) below), or the Executive terminates his employment
with the Employer for Good Reason, in either case, constituting a Separation
from Service, then the Executive shall be entitled to receive the payments and
benefits described below in this Section 5(a).

     

    (i)           (A)
The Executive shall be paid, in a single lump-sum payment within thirty (30)
days after the Executive’s Separation from Service (or any shorter period
prescribed by law), the aggregate amount of (1) the Executive’s earned but
unpaid Base Salary and accrued but unpaid vacation pay, if any, through the Date
of Termination, and (2) any unreimbursed business expenses or other payments
incurred by the Executive through the Date of Termination that are reimbursable
under Section 3(b)(vi) above; and (B) to the extent not theretofore paid or
provided, the Employer shall timely pay or provide to the Executive any accrued
benefits and other amounts or benefits required to be paid or provided prior to
the Date of Termination under any other plan, program, policy, practice,
contract or agreement of the Employer and its affiliates according to their
terms, including, without limitation, pursuant to any outstanding LTIP Award
Agreement (the payments and benefits described in this Section 5(a)(i), the
“Accrued
Obligations”).

     

    
      
         


      

      
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    (ii)           In
addition to the Accrued Obligations, provided that the Executive executes and
delivers to the Employer a general release and waiver of claims substantially in
the form attached hereto as Exhibit B (as such
form may be updated to reflect changes in law, the “Release”) within forty-five
(45) days after the Executive’s Separation from Service and does not revoke such
Release, and further subject to Section 12 below, the Executive shall be
entitled to receive the following payments and benefits (the “Severance”):

     

    (A)     Provided
that the date of such Separation from Service occurs prior to the date on which
the Executive reaches age seventy (70), a payment (the “Cash Severance Payment”) equal
to one and one-half (1.5) times (the “Severance Multiple”) the sum
of (1) the Executive’s Base Salary as in effect immediately prior to the Date of
Termination (without regard to any reduction giving rise to Good Reason), plus
(2) the Executive’s Target Bonus as in effect immediately prior to the Date of
Termination (without regard to any reduction giving rise to Good Reason) (the
“Bonus Amount”), payable
on the sixtieth (60th) day
after the date on which the Executive incurs a Separation from
Service;

     

    
      (B)      For a
period of eighteen (18) months following the date on which the Executive incurs
a Separation from Service, but in no event longer than the period of time during
which the Executive would be entitled to continuation coverage under Code
Section 4980B absent this provision (the “COBRA Period”), the Executive
and the Executive’s eligible dependents shall continue to be provided with
medical, prescription and dental benefits at the levels in effect immediately
prior to the Date of Termination at the same cost to the Executive as
immediately prior to the Date of Termination, provided that the Executive
properly elects continuation healthcare coverage under Code Section 4980B;
following such continuation period, any further continuation of such coverage
under applicable law shall be at the Executive’s sole expense; provided,
however, that (a) if any plan pursuant to which such benefits are provided is
not, or ceases prior to the expiration of the period of continuation coverage to
be, exempt from the application of Code Section 409A under Treasury Regulation
Section 1.409A-1(a)(5), or (b) the Employer is otherwise unable to continue to
cover the Executive under its group health plans, then, in either case, an
amount equal to the monthly plan premium payment shall thereafter be paid to the
Executive as currently taxable compensation in substantially equal monthly
installments over the COBRA Period (or the remaining portion
thereof).  Notwithstanding the foregoing, the Executive and his
dependents shall cease to receive such medical, prescription and dental benefits
on the date that the Executive becomes eligible to receive benefits under
another employer-provided group health plan;

    

     

    
      
         


      

      
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      (C)      To the
extent not previously vested and converted into Units or forfeited, (1) any RPUs
shall vest in full upon the Executive’s Separation from Service and shall
convert into Units as set forth in the applicable award agreement; and (2) the
CPUs shall vest and convert into Units as set forth in the applicable award
agreement.  In addition, except for any CPUs or other
performance-vesting awards, any other equity and/or long-term incentive awards
awarded on or after the Commencement Date shall fully vest on the date of the
Executive’s Separation from Service, with any vested awards which are
exercisable remaining exercisable for the remainder of their original terms and
any awards subject to Code Section 409A remaining payable in accordance with the
terms of the applicable award agreement;

    

    


    (D)      An
amount equal to the product of the (1) the Bonus Amount, and (2) a fraction, the
numerator of which shall be the number of days elapsed through the Date of
Termination in the calendar year in which the Date of Termination occurs and the
denominator of which shall be 365 (the “Pro-Rata Bonus”), payable in
the calendar year following the calendar year in which the Executive’s
Separation from Service occurs, but in no event later than the fifteenth day of
the third month following the end of the calendar year in which the Date of
Termination occurs; and

    


    (E)       Any
unpaid Annual Bonus that would have become payable to the Executive pursuant to
Section 3(b)(ii) hereof in respect of any calendar year that ends on or before
the Date of Termination had the Executive remained employed through the payment
date of such Annual Bonus, payable in the calendar year in which the Separation
from Service occurs, but in no event later than the date in such calendar year
on which annual bonuses are paid to the Peer Executives generally.

    


    (b)           Cause; Resignation Other
than for Good Reason.  If the Executive incurs a Separation
from Service because the Employer terminates the Executive’s employment for
Cause or the Executive terminates his employment other than for Good Reason, the
Employer shall pay to the Executive the Accrued Obligations within thirty days
after the Executive’s Separation from Service (or any shorter period prescribed
by law) or, in the case of payments or benefits described in Section 5(a)(i)(B)
above, as such payments or benefits become due.  Any outstanding
equity awards, including, without limitation, the RPUs and the CPUs, shall be
treated in accordance with the terms of the governing plan and award
agreement.

     

    (c)           Death or
Disability.  If the Executive incurs a Separation from Service
by reason of the Executive’s death or Disability during the Employment
Period:

     

    (i)           The
Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or
to the Executive, as applicable, within thirty days after the Executive’s
Separation from Service (or any shorter period prescribed by law) or, in the
case of payments or benefits described in Section 5(a)(i)(B) above, as such
payments or benefits become due;

     

    (ii)           In
addition to the Accrued Obligations, subject to the Executive’s (or his
estate’s) execution and delivery to the Employer of a Release within forty-five
(45) days after the Executive’s Separation from Service and non- revocation of
such Release, the Executive (or his estate or beneficiaries, if applicable)
shall be entitled to receive the following payments and benefits (the “Death/Disability
Payments”):

     

    
      
         


      

      
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      (A)           
(1)
the RPUs shall vest in full upon the Executive’s Separation from Service and
shall convert into Units as set forth in the applicable award agreement; and (2)
the CPUs shall vest and convert into Units as set forth in the applicable award
agreement.  In addition, except for any CPUs or other
performance-vesting awards, any other equity and/or long-term incentive awards
awarded on or after the Commencement Date shall fully vest on the date of the
Executive’s Separation from Service, with any vested awards which are
exercisable remaining exercisable for the remainder of their original terms and
any awards subject to Code Section 409A remaining payable in accordance with the
terms of the applicable award agreement;

    

     

    
      (B)           
For
a period of eighteen (18) months following the date on which the Executive
incurs a Separation from Service, but in no event longer than the COBRA Period,
the Executive and the Executive’s eligible dependents shall continue to be
provided with medical, prescription and dental benefits as if the Executive’s
employment had not been terminated at the same cost to the Executive (or the
Executive’s estate or dependents) as immediately prior to the Date of
Termination provided that the Executive or his dependents, if applicable,
properly elect continuation healthcare coverage under Code Section 4980B;
following such continuation period, any further continuation of such coverage
under applicable law shall be at the Executive’s (or his estate’s or
dependents’) sole expense; provided, however, that (i) if any plan pursuant to
which such benefits are provided is not, or ceases prior to the expiration of
the period of continuation coverage to be, exempt from the application of Code
Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the
Employer is otherwise unable to continue to cover the Executive under its group
health plans, then, in either case, an amount equal to the monthly plan premium
payment shall thereafter be paid to the Executive as currently taxable
compensation in substantially equal monthly installments over the COBRA Period
(or the remaining portion thereof);

    

     

    
      (C)           
The
Pro-Rata Bonus, payable in the calendar year following the calendar year in
which the Executive’s Separation from Service occurs, but in no event later than
the fifteenth day of the third month following the end of the calendar year in
which the Date of Termination occurs; and

    

    


    
      (D)           
Any
unpaid Annual Bonus that would have become payable to the Executive pursuant to
Section 3(b)(ii) hereof in respect of any calendar year that ends on or before
the Date of Termination, had the Executive remained employed through the payment
date of such Annual Bonus, payable in the calendar year in which the Separation
from Service occurs, but in no event later than the date in such calendar year
on which annual bonuses are paid to the Peer Executives
generally.

    

     

    
      
         


      

      
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    (d)           Non-renewal.

    


    (i)           Employer
Non-Renewal.    If the Employer elects not to renew
the Employment Period in accordance with Section 2 above and, at the time of
such non-renewal, the Executive is willing and able to continue providing
services in accordance with the terms and conditions of the Employment
Agreement, the Executive’s employment with all Employer entities (and any other
BreitBurn Entities with whom the Executive may be or become employed) shall
terminate as of the last day of the Employment Period and such nonrenewal shall
be treated for purposes of Section 5(a) and Section 5(e) of this Agreement as a
termination of the Executive’s employment by the Employer without Cause as of
the last day of the Employment Period.

     

    (ii)           Executive
Non-Renewal.    In the event that the Executive
incurs a Separation from Service by reason of the Executive’s election not to
renew the Employment Period in accordance with Section 2 above, the Employer
shall pay to the Executive the Accrued Obligations within thirty days after the
Executive’s Separation from Service (or any shorter period prescribed by law)
or, in the case of payments or benefits described in Section 5(a)(i)(B) above,
as such payments or benefits become due.  Any outstanding equity
awards, including, without limitation, the RPUs and the CPUs, shall be treated
in accordance with the terms of the governing plan and award
agreement.

     

    The Executive’s election not to renew
the Employment Period and a termination of his employment by the Executive
resulting therefrom shall be deemed to constitute a termination by the Executive
without Good Reason for purposes of this Agreement as of the last day of the
Employment Period.

    


    
      	
              .

            	
              (e)

            	
              Change in
      Control.

            


    

    


    (i)                      Notwithstanding
anything herein to the contrary, if a Change in Control occurs during the
Employment Period, then, to the extent not previously vested and converted into
Units, any then-outstanding RPUs shall vest in full upon such Change in Control,
provided, that
notwithstanding the foregoing, such RPUs shall not convert into Units and shall
not be paid to the Executive until the earlier to occur of (1) the originally
applicable vesting date described in the applicable award agreements or (2) the
Executive’s Separation from Service.  In addition, except for any CPUs
or other performance-vesting awards, any other equity and/or long-term incentive
awards awarded on or after the Commencement Date shall fully vest upon or
immediately prior to the Change in Control, with any vested awards which are
exercisable remaining exercisable for the remainder of their original terms and
any awards subject to Code Section 409A remaining payable in accordance with the
terms of the applicable award agreement.

     

    
      
         


      

      
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    (ii)                      If,
during the period beginning sixty (60) days prior to and ending two (2) years
immediately following a Change in Control, either (A) the Employer terminates
the Executive’s employment without Cause (other than as a consequence of the
Executive’s death or Disability), or (B) the Executive terminates his employment
with the Employer for Good Reason, in either case, constituting a Separation
from Service, the Executive shall be entitled to the Severance payments and
benefits described in Section 5(a), subject to and in accordance with the terms
and conditions set forth in Section 5(a) (including, without limitation, the
requirement that the Executive execute, deliver and not revoke the Release),
except that for purposes of this Section 5(e), the Severance Multiple for the
Cash Severance Payment shall be two and one-half (2.5) instead of one and
one-half (1.5); provided,
however, that the portion of the Cash Severance Payment in excess of the
amount payable under Section 5(a)(ii)(A) that is attributable to the increase in
the Severance Multiple shall be paid in a single, cash, lump-sum payment on the
later to occur of (I) the sixtieth (60th) day
after the date on which the Executive incurs a Separation from Service, and (II)
the tenth (10th) day
following the date on which such Change in Control occurs (which, for the
avoidance of doubt, shall in no event be later than the last day of the
applicable two and one-half (2 1⁄2) month short-term deferral period with respect
to such payment, within the meaning of Treasury Regulation Section
1.409A-1(b)(4)).

    


    (iii)                      (A)           Notwithstanding
any other provisions of this Agreement or otherwise, in the event that any
payment, entitlement or benefit paid or payable to, or for the benefit of, the
Executive (including any payment, entitlement or benefit paid or payable in
connection with a Change in Control or the termination of the Executive’s
employment, whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement) (all such payments, entitlements and benefits being
hereinafter referred to as the “Total Payments”) would be
subject (in whole or part), to the excise tax imposed under Code Section 4999
(the “Excise Tax”), then
the Total Payments which constitute “parachute payments” within the meaning of
Code Section 280G and its regulations shall be reduced (but not below zero) as
set forth herein, to the smallest extent necessary so that no portion of the
Total Payments is subject to the Excise Tax but only if (i) the net amount of
such Total Payments, as so reduced (and after subtracting the net amount of
federal, state and local income taxes on such reduced Total Payments and after
taking into account the phase out of itemized deductions and personal exemptions
attributable to such reduced Total Payments) is greater than or equal to (ii)
the net amount of such Total Payments without such reduction (but after
subtracting the net amount of federal, state and local income taxes on such
Total Payments and the amount of Excise Tax to which the Executive would be
subject in respect of such unreduced Total Payments and after taking into
account the phase out of itemized deductions and personal exemptions
attributable to such unreduced Total Payments).  The Total Payments
which constitute “parachute payments” within the meaning of Code Section 280G
and its regulations shall be reduced in the following order: (A) reduction of
any cash severance payments otherwise payable to the Executive, including
without limitation, the Cash Severance Payment and the Pro-Rata Bonus (but with
respect to the Pro-Rata Bonus only that portion of the full amount which is
treated as contingent on the Code Section 280G change in control pursuant to
paragraph (a) of Treas. Reg. §1.280G-1, Q/A 24), in the inverse order of their
originally scheduled payment dates, (B) reduction of any other cash payments or
benefits otherwise payable to the Executive, but excluding any payment
attributable to the acceleration of vesting or payment with respect to any
equity or long-term incentive award, in the inverse order of their originally
scheduled payment dates , (C) reduction of any other payments or benefits
otherwise payable to the Executive on a pro-rata basis or such other manner that
complies with Code Section 409A, but excluding any payment attributable to the
acceleration of vesting and payment with respect to any equity or long-term
incentive award,  (D) reduction of any payments attributable to the
acceleration of vesting or payment with respect to any equity or long-term
incentive award other than RPUs or any stock option or stock appreciation award,
in the inverse order of their originally scheduled payment dates,
(E)  reduction of any payments attributable to the acceleration of
vesting or payment with respect to any RPUs, in the inverse order of their
originally scheduled payment dates, and (F) reduction of any payments
attributable to the acceleration of vesting or payment with respect to any stock
option or stock appreciation right.

     

    
      
         


      

      
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    (B)           A
determination as to whether any Excise Tax is payable with respect to the Total
Payments and if so, as to the amount thereof, and a determination as to whether
any reduction in the Total Payments is required pursuant to the provisions of
paragraph (A) above, and if so, as to the amount of the reduction so required,
shall be made by an independent auditor of nationally recognized standing
selected by the Employer (other than the accounting firm that is regularly
engaged by the Employer or any party that is effecting the change in control)
(“Independent Advisor”),
all of whose fees and expenses shall be borne and directly paid solely by the
Employer.  The parties hereto shall cooperate to cause the Independent
Advisor to timely provide a written report of its determinations, including
detailed supporting calculations, both to the Executive and to the
Employer.

    


    (C)           For
purposes of determining whether and the extent to which the Total Payments will
be subject to the Excise Tax, (i) no portion of the Total Payments the receipt
or enjoyment of which the Executive shall have waived at such time and in such
manner as not to constitute a “payment” within the meaning of Code Section
280G(b) shall be taken into account, (ii) no portion of the Total Payments shall
be taken into account which, in the written opinion of the Independent Advisor,
does not constitute a “parachute payment” within the meaning of Code Section
280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in
calculating the Excise Tax, no portion of such Total Payments shall be taken
into account which, in the opinion of the Independent Advisor, constitutes
reasonable compensation for services actually rendered, within the meaning of
Code Section 280G(b)(4)(B), in excess of the Base Amount (as defined in Code
Section 280G(b)(3)) allocable to such reasonable compensation, and (iii) the
value of any non cash benefit or any deferred payment or benefit included in the
Total Payments shall be determined by the Independent Advisor in accordance with
the principles of Code Sections 280G(d)(3) and (4).

     

    
      
         


      

      
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    (e)         Termination of Offices and
Directorships.  Upon termination of the Executive’s employment
for any reason, the Executive shall be deemed to have resigned from all offices
and directorships, if any, then held with the Employer or any BreitBurn Entity,
and shall take all actions reasonably requested by the Employer to effectuate
the foregoing.

    


    6.           Non-exclusivity of
Rights.  Nothing in this Agreement shall prevent or limit the
Executive’s participation in any other plan, program, policy or practice
provided by any BreitBurn Entity (other than policies relating to severance
payments or obligations on termination of employment for any reason) or by BEH
or BECLP and for which the Executive may qualify, nor shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with any BreitBurn Entity or with BEH or
BECLP.  Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with any BreitBurn Entity or any of its affiliates at
or subsequent to the Date of Termination shall be payable, if at all, in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.

     

    7.           No
Mitigation.  The Employer’s obligation to make the payments
provided for in this Agreement (including, without limitation, payments under
Section 5 hereof) and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Employer or any of their affiliates may have against
the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive as Severance or  Death/Disability
Payments, and, except as provided in Section 5(a)(ii)(B) hereof, such amounts
shall not be reduced whether or not the Executive obtains other
employment.

     

    8.           Executive’s
Covenants.

     

    (a)         Confidential
Information.   The Executive shall hold in a fiduciary
capacity for the benefit of the Employer and each BreitBurn Entity all secret or
confidential information, knowledge and data relating to the Employer and each
BreitBurn Entity, and their respective businesses, including without limitation
any trade secrets, which shall have been obtained by the Executive during the
Executive’s employment with the Employer and which shall not be or have become
public knowledge or known within the relevant trade or industry (other than by
acts by the Executive or representatives of the Executive in violation of this
Agreement) (together, “Proprietary
Information”).  The Executive shall not, at any time during or
after his employment, directly or indirectly, without the prior written consent
of the Board or as may otherwise be required by law or legal process, use for
his own benefit such Proprietary Information or communicate or divulge any such
Proprietary Information to anyone (other than an authorized BreitBurn Entity or
any such entity’s designee); provided, that if the
Executive receives actual notice that the Executive is or may be required by law
or legal process to communicate or divulge any such Proprietary Information,
unless otherwise prohibited by law or regulation, the Executive shall promptly
so notify the Board.  Anything herein to the contrary notwithstanding,
the provisions of this Section 8 shall not apply with respect to any litigation,
arbitration or mediation involving this Agreement or any other agreement between
the Executive and the Employer or any BreitBurn Entity; provided, that the Executive
shall take all reasonable steps to maintain such Proprietary Information as
confidential, including, without limitation, seeking protective orders and
filing documents containing such information under
seal.   Nothing herein shall be construed as prohibiting the
Executive from using or disclosing such Proprietary Information as may be
reasonably necessary in his proper performance of services
hereunder.

     

    
      
         


      

      
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    (b)           Non-Solicitation.

    


    (i)           While
employed by the Employer and for a period of two years following the Date of
Termination, regardless of the reason for the termination, other than in the
ordinary course of the Executive’s duties for the Employer or any BreitBurn
Entity, the Executive shall not, without the prior consent of the Board,
directly or indirectly solicit, induce, or encourage any employee of any
BreitBurn Entity or any of their respective affiliates who is employed on the
Date of Termination (or at any time within six  months of such date)
to terminate his or her employment with such entity; and

    


    (ii)           While
employed by the Employer and thereafter, regardless of the reason for the
termination, the Executive shall not, without the prior consent of the Board,
use any Proprietary Information to hire any employee of the Employer or any
BreitBurn Entity or any of their respective affiliates within six months after
that employee’s termination of employment with any BreitBurn Entity or any of
their respective affiliates.

    


    The
Employer acknowledges that its employees may join entities with which the
Executive is affiliated and that such event shall not constitute a violation of
this Agreement if the Executive was not involved in the solicitation, hiring or
identification of such employee as a potential recruit.

    


    (c)           Irreparable
Harm.  In recognition of the facts that irreparable injury will
result to the Employer in the event of a breach by the Executive of his
obligations under Sections 8(a) or 8(b) above, that monetary damages for such
breach would not be readily calculable, and that the Employer would not have an
adequate remedy at law therefor, the Executive acknowledges, consents and agrees
that, in the event of any such breach, or the threat thereof, the Employer shall
be entitled, in addition to any other legal remedies and damages available, to
specific performance thereof and to temporary and permanent injunctive relief
(without the necessity of posting a bond) to restrain the violation or
threatened violation of such obligations by the Executive.

     

    (d)           Return of
Property.  Upon the termination of the Executive’s employment
with the Employer for any reason, the Executive shall immediately return and
deliver to the Employer any and all Proprietary Information, and any and all
other papers, books, records, documents, memoranda and manuals, e-mail,
electronic or magnetic recordings or data, including all copies thereof,
belonging to the Employer or any other BreitBurn Entity or relating to their
business, in the Executive’s possession, whether prepared by the Executive or
others.  If at any time after the Employment Period, the Executive
determines that he has any Proprietary Information or other such materials in
his possession or control, or any copy thereof, the Executive shall immediately
return to the Employer all such information and materials, including all copies
and portions thereof.  Nothing herein shall prevent the Executive from
retaining a copy of his personal papers, information or documentation relating
to his compensation.

     

    
      
         


      

      
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    9.           Successors.

     

    (a)           Assignment by the
Executive.  This Agreement is personal to the Executive and
without the prior written consent of the Board shall not be assignable by the
Executive otherwise than by will or the laws of descent and
distribution.  This Agreement, including any benefits or compensation
payable hereunder, shall inure to the benefit of and be enforceable by the
Executive’s legal representatives, including, without limitation, his heirs
and/or beneficiaries.  For the avoidance of doubt, if the Executive
dies prior to the payment of amounts that are owed to him under this Agreement,
such amounts shall be paid, in accordance with the terms of this Agreement, to
the Executive’s estate.

     

    (b)           Assignment by the
Employer.  This Agreement shall inure to the benefit of and be
binding upon the Employer and its successors and assigns; provided, that such
assignment shall not relieve any Employer of its obligations under Section 10 of
this Agreement.  Except as specified in the preceding sentence, no
rights or obligations of the Employer under this Agreement may be assigned or
transferred by the Employer without the Executive’s prior written consent,
except that such rights or obligations may be assigned or transferred in
connection with an acquisition of all or substantially all of BreitBurn
Partners’ business or assets, whether by merger, consolidation, reorganization,
asset purchase or other similar corporate transaction, provided that the
assignee or transferee is the successor to all or substantially all of BreitBurn
Partners’ business or assets and assumes the liabilities, obligations and duties
of the Employer under this Agreement.

     

    (c)           Express Assumption of
Agreement.  The Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer or any assign
permitted under Section 9(b) above to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place.  As used
in this Section 9(c), “Employer” shall mean the Employer as hereinbefore defined
and any successor to its business and/or assets or assigns as aforesaid which
assumes and agrees to perform this Agreement by operation of law or
otherwise.

     

    10.           Indemnification and
Directors’ and Officers’ Insurance.

     

    (a)           General.  During
the Employment Period and thereafter, the Employer shall indemnify the Executive
to the fullest extent permitted under law from and against any expenses
(including but not limited to attorneys’ fees, expenses of investigation and
preparation and fees and disbursements of the Executive’s accountants or other
experts), judgments, fines, penalties and amounts paid in settlement actually
and reasonably incurred by the Executive in connection with any proceeding in
which the Executive was or is made party, was or is involved (for example, as a
witness) or is threatened to be made a party to, in any case, by reason of the
fact the Executive was or is employed by the Employer or was performing services
for any BreitBurn Entity.  Such indemnification shall continue as to
the Executive during the Employment Period and for at least six years from the
Date of Termination and in all events until the expiration of the applicable
statute of limitations with respect to acts or omissions which occurred prior to
his cessation of employment with the Employer and shall inure to the benefit of
the Executive’s heirs, executors and administrators.  The Employer
shall advance to the Executive all costs and expenses incurred by him in
connection with any proceeding covered by this provision within twenty calendar
days after receipt by the Employer of a written request for such
advance.  Such request shall include an undertaking by the Executive
to repay the amount of such advance if it shall ultimately be determined that he
is not entitled to be indemnified against any such costs and/or
expenses.

     

    
      
         


      

      
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    (b)           Insurance.  The
Employer agrees to maintain directors’ and officers’ liability insurance
policies covering the Executive on a basis no less favorable than provided to
the Peer Executives, which coverage shall continue as to the Executive even if
he has ceased to be a director, member, employee or agent of the BreitBurn
Entities with respect to acts or omissions which occurred prior to such
cessation.  The insurance contemplated under this Section 10(b) shall
inure to the benefit of the Executive’s heirs, executors and
administrators.  In addition, the Employer shall obtain and maintain
attorneys’ errors and omissions liability insurance from a carrier rated no less
than “A” by A.M. Best Co (or a comparable rating agency) with a minimum combined
single limit of $5 million each occurrence and $15 million aggregate naming the
Executive as the insured.

     

    11.           Arbitration
Agreement.

     

    (a)           General. Any controversy,
dispute or claim between the Executive and any BreitBurn Entity, or any of their
respective parents, subsidiaries, affiliates or any of their officers,
directors, agents or other employees, relating to the Executive’s employment or
the termination thereof, shall be resolved by final and binding arbitration, at
the request of any party hereto.  The arbitrability of any
controversy, dispute or claim under this Agreement or any other agreement
between the parties hereto shall be determined by application of the substantive
provisions of the Federal Arbitration Act (9 U.S.C. sections 1 and 2) and
by application of the procedural provisions of California law, except as
provided herein.  Arbitration shall be the exclusive method for
resolving any dispute and all remedies available from a court of competent
jurisdiction shall be available; provided, that either party
may request provisional relief from a court of competent jurisdiction if such
relief is not available in a timely fashion through arbitration.  The
claims which are to be arbitrated include, but are not limited to, any claim
arising out of or relating to this Agreement, the LTIP Award Agreements or the
employment relationship between the Executive and the Employer, claims for wages
and other compensation, claims for breach of contract (express or implied),
claims for violation of public policy, wrongful termination, tort claims, claims
for unlawful discrimination and/or harassment (including, but not limited to,
race, religious creed, color, national origin, ancestry, physical disability,
mental disability, gender identity or expression, medical condition, marital
status, age, pregnancy, sex or sexual orientation) to the extent allowed by law,
and claims for violation of any federal, state, or other government law,
statute, regulation, or ordinance, except for claims for workers’ compensation
and unemployment insurance benefits.  This Agreement shall not be
interpreted to provide for arbitration of any dispute that does not constitute a
claim recognized under applicable law.

     

    
      
         


      

      
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    (b)           Selection of
Arbitrator.  The Executive and the Employer shall select a
single neutral arbitrator by mutual agreement.  If the Executive and
the Employer are unable to agree on a neutral arbitrator within thirty days of a
demand for arbitration, either party may elect to obtain a list of arbitrators
from the Judicial Arbitration and Mediation Service or the American Arbitration
Association, and the arbitrator shall be selected by alternate striking of names
from the list until a single arbitrator remains.  The party initiating
the arbitration shall be the first to strike a name.  Any demand for
arbitration must be in writing and must be made by the aggrieved party within
the statute of limitations period provided under applicable state and/or federal
law for the particular claim(s).  Failure to make a written demand
within the applicable statutory period constitutes a waiver of the right to
assert that claim in any forum.

     

    (c)           Venue;
Process.  Arbitration proceedings shall be held in Los Angeles,
California.  The arbitrator shall apply applicable state and/or
federal substantive law to determine issues of liability and damages regarding
all claims to be arbitrated, and shall apply the Federal Rules of Evidence to
the proceeding.  The parties shall be entitled to conduct reasonable
discovery and the arbitrator shall have the authority to determine what
constitutes reasonable discovery.  The arbitrator shall hear motions
for summary judgment/adjudication as provided in the Federal Rules of Civil
Procedure.  Within thirty days following the hearing and the
submission of the matter to the arbitrator, the arbitrator shall issue a written
opinion and award which shall be signed and dated.  The arbitrator’s
award shall decide all issues submitted by the parties, but the arbitrator may
not decide any issue not submitted.  The opinion and award shall
include factual findings and the reasons upon which the decision is
based.  The arbitrator shall be permitted to award only those remedies
in law or equity which are requested by the parties and allowed by
law.

     

    (d)           Costs.  The cost of
the arbitrator and other incidental costs of arbitration that would not be
incurred in a court proceeding shall be borne by the Employer.  The
parties shall each bear their own costs and attorneys’ fees in any arbitration
proceeding, provided, that the arbitrator shall have the authority to require
either party to pay the costs and attorneys’ fees of the other party to the
extent permitted under applicable federal or state law, as a part of any remedy
that may be ordered.

     

    (e)           Waiver of
Rights.  Both the Employer and the Executive understand that,
by agreeing to use arbitration to resolve disputes, they are giving up any right
that they may have to a judge or jury trial with regard to all issues concerning
employment or otherwise covered by this Section 11.

     

    12.           Internal Revenue Code
Section 409A.

     

    (a)           The
parties hereto intend that all payments, compensation and benefits to be made or
provided to the Executive hereunder will be paid or provided in compliance with
all applicable requirements of Code Section 409A or an exemption therefrom, and
the provisions of this Agreement shall be construed and administered in
accordance with and to implement such intent.  In further of the
foregoing, the provisions set forth below shall apply not withstanding any other
provisions in this Agreement to the contrary.  To the extent that the
Board determines that any compensation or benefits payable under this Agreement
may not be compliant with or exempt from Code Section 409A, the Board and the
Executive shall cooperate and work together in good faith to timely amend this
Agreement in a manner intended to comply with the requirements of Code Section
409A or an exemption therefrom (including amendments with retroactive effect),
or take any other actions as they deem necessary or appropriate to (a) exempt
such compensation and benefits from Code Section 409A and/or preserve the
intended tax treatment with respect to such compensation and benefits, or (b)
comply with the requirements of Code Section 409A.  To the extent
applicable, this Agreement shall be interpreted in accordance with the
provisions of Code Section 409A.

     

    
      
         


      

      
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    (b)           Potential Six-Month
Delay.  Notwithstanding anything to the contrary in this
Agreement, no compensation and benefits, including without limitation any
Severance payments or Death/Disability Payments, shall be paid to the Executive
during the 6-month period following his Separation from Service to the extent
that the Employer reasonably determines that paying such amounts at the time or
times indicated in this Agreement would result in a prohibited distribution
under Code Section 409A(a)(2)(b)(i).  If the payment of any such
amounts is delayed as a result of the previous sentence, then on the first
business day following the end of such 6-month period (or such earlier date upon
which such amount can be paid under Code Section 409A without resulting in a
prohibited distribution, including as a result of the Executive’s death), the
Employer shall pay to Executive (or his estate, if applicable) a lump-sum amount
equal to the cumulative amount that would have otherwise been payable to the
Executive during such 6-month period, plus interest thereon from the date of the
Executive’s Separation from Service through the payment date at a rate equal to
the then-current “applicable Federal rate” determined under Code Section
7872(f)(2)(A).

    


    (c)           Notwithstanding
anything to the contrary in this Agreement, for purposes of determining any
compensation or benefits payable to the Executive under this Agreement,
including, without limitation, any equity awards that are outstanding as of the
date hereof pursuant to any LTIP Award Agreements, any reference to the Prior
Agreement shall be deemed to be a reference to this Agreement; provided that if
any amendment herein to the definition of “Good Reason” (as defined in the Prior
Agreement) or to any other provision of the Prior Agreement would result in
additional taxes, interest or penalties under Code Section 409A, then such
definition or provision shall continue to refer to the definition of Good Reason
or provision, as applicable, in the Prior Agreement.

    


    13.           Miscellaneous.

     

    (a)           Governing Law; Captions;
Amendment.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without reference to
principles of conflict of laws.  The captions of this Agreement are
not part of the provisions hereof and shall have no force or
effect.  This Agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

     

    (b)           Notice.  All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party, by registered or certified mail,
return receipt requested, postage prepaid, or by any other means agreed to by
the parties, addressed as follows:

     

    
      
         


      

      
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    If to the
Executive:  at the Executive’s most recent address on the
records of the Employer;

     

    If to the
Employer:

     

    BreitBurn
Management Company LLC

    
      Attn.:
Halbert
S. Washburn

    

    515 South
Flower Street, Suite 4800

    Los
Angeles, CA  90071

     

    or to
such other address as either party shall have furnished to the other in writing
in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

     

    (c)           Code of
Conduct.  The Executive hereby agrees to comply with the
Employer’s Code of Business Conduct and Code of Ethics for Chief Executive
Officers and Senior Officers, receipt of which the Executive hereby
acknowledges.

     

    (d)           Severability; Provisions
Survive.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.  The respective rights and obligations of
the parties hereunder shall survive any expiration or termination of the
Employment Period to the extent necessary to carry out the intentions of the
parties as embodied in this Agreement.

     

    (e)           Withholding.  The
Employer may withhold from any amounts payable under this Agreement such
federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

     

    (f)           Employer
Representations.  The Employer represents and warrants that (i)
the execution, delivery and performance of this Agreement by it has been fully
and validly authorized, (ii) the entities signing this Agreement are duly
authorized to do so, (iii) the execution and delivery of this Agreement does not
violate any order, judgment or decree or any agreement, plan or corporate
governance document to which it is a party or by which it is bound and (iv) upon
execution and delivery of this Agreement by the parties, it shall be a valid and
binding obligation of the Employer, enforceable against it in accordance with
its terms, except to the extent that enforceability may be limited by applicable
laws, including, without limitation, bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally.

     

    (g)           Executive Representations and
Acknowledgements.  The Executive hereby represents and warrants
to the Employer that (i) the Executive is entering into this Agreement
voluntarily and that the performance of his obligations hereunder will not
violate any agreement between the Executive and any other person, firm,
organization or other entity, and (ii) the Executive is not bound by the terms
of any agreement with any previous employer or other party to refrain from
competing, directly or indirectly, with the business of such previous employer
or other party that would be violated by his entering into this Agreement and/or
providing services to the Employer or its affiliates pursuant to the terms of
this Agreement.  The Executive hereby acknowledges (A) that the
Executive has consulted with or has had the opportunity to consult with
independent counsel of his own choice concerning this Agreement, and has been
advised to do so by the Employer, and (B) that the Executive has read and
understands this Agreement, is fully aware of its legal effect, and has entered
into it freely based on his own judgment.  Without limiting the
generality of the foregoing, the Executive acknowledges that he has had the
opportunity to consult with his own independent legal counsel to review this
Agreement for purposes of compliance with the requirements of Code Section 409A
or an exemption therefrom, and that he is relying solely on the advice of his
independent legal counsel for such purposes.

     

    
      
         


      

      
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    (h)           No Waiver.  No
party’s failure to insist upon strict compliance with any provision of this
Agreement or to assert any right hereunder shall be deemed to be a waiver of
such provision or right or any other provision or right arising under this
Agreement.  Any waiver of any provision or right under this Agreement
shall be effective only if in a writing, specifically referencing the provision
being waived and signed by the party against whom the enforcement of the waiver
is being sought.

     

    (i)           Recoupment.  To the
extent required by applicable law or any applicable securities exchange listing
standards adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, any amounts paid or payable to the Executive under this
Agreement (including, without limitation, amounts paid prior to the
effectiveness of such applicable law or listing standards) shall be subject to
forfeiture, repayment or recapture, but only to the extent required by such
applicable law or listing standards.

     

    (j)           Entire Agreement;
Construction.  This Agreement, together with the LTIP Award
Agreements and the Employer’s Code of Business Conduct and Code of Ethics for
Chief Executive Officers and Senior Officers, constitutes the entire agreement
of the parties with respect to the subject matter hereof and shall supersede and
replace all prior representations, warranties, agreements and understandings,
both written and oral, made by the Employer, any other BreitBurn Entity or the
Executive with respect to the subject matter covered hereby, including without
limitation, the Prior Agreement, provided, that to the extent
there is any inconsistency between this Agreement and the Employer’s Code of
Business Conduct and Code of Ethics for Chief Executive Officers and Senior
Officers, the terms of this Agreement shall control; provided, further, that
Section 3 of the Prior Agreement to the extent it is applicable to compensation
and benefits due to the Executive prior to the date of this Agreement and any
section of the Prior Agreement whose continued effectiveness is necessary in
order to avoid additional taxes, interest and penalties under Code Section 409A
shall remain in full force and effect and shall control over any conflicting
provisions of this Agreement.  The parties hereby agree that in
connection with the amendment of the Prior Agreement pursuant to this Agreement,
the CPU Agreement is hereby amended to delete Section 4(c) thereof in its
entirety.  The parties to this Agreement have participated jointly in
the negotiation and drafting of this Agreement.  If an ambiguity or
question of intent or interpretation arises with respect to any term or
provision of this Agreement, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party hereto by virtue of the authorship of any of
the terms or provisions hereof.

     

    (k)           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which taken together shall constitute one and the
same instrument.

     

    [Signature page
follows]


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the
Employer has caused these presents to be executed in its name on its behalf, all
as of the day and year first above written.

     

    EXECUTIVE

     

    
      
        	
                 

              
	
                Gregory
      C. Brown

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    BREITBURN
      ENERGY PARTNERS L.P.

                                  
	 	 
	 
      	
                                    By:  BreitBurn
      GP, LLC, its general partner

                                  
	 	 
	 
      	By:	 
      
	 
      	
                                    Name:  Halbert
      S. Washburn

                                  
	 
      	
                                    Title:   Chief
      Executive Officer

                                  
	 
      	 
      
	 
      	
                                    BREITBURN
      MANAGEMENT COMPANY,
      LLC

                                  
	 
      	 
      
	 
      	
                                    By:  BreitBurn
      Energy Partners L.P., its sole member

                                  
	 	 
	 
      	      
                                    By:

                                  	 
      
	 
      	
                                    Name:  Halbert
      S. Washburn

                                  
	 
      	
                                    Title:   Chief
      Executive Officer

                                  
	 
      	 
      	 
      
	 
      	
                                    BREITBURN
      GP, LLC

                                  
	 
      	 
      	 
      
	 
      	
                                    By:

                                  	 
      
	 
      	
                                    Name:  Halbert
      S. Washburn

                                  
	 
      	
                                    Title:   Chief
      Executive
Officer

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    
      EXHIBIT
A

    

     

    DEFINITIONS

     

    “Accrued Obligations”
has the meaning assigned thereto in Section 5(a)(i) hereof.

     

    “Affiliate” means,
with respect to any Person, any other Person that directly or indirectly through
one or more intermediaries controls, is controlled by or is under common control
with, the Person in question.  As used herein, the term “control”
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

     

    “Agreement” has the
meaning assigned thereto in the Recitals hereof.

     

    “Annual Bonus” has the
meaning assigned thereto in Section 3(b)(ii) hereof.

     

    “Base Salary” has the
meaning assigned thereto in Section 3(b)(i) hereof.

     

    “BBGP” has the meaning
assigned thereto in the Recitals hereof.

     

    “BBGP Board” has the
meaning assigned thereto in Section 3(a)(i) hereof.

     

    “BECLP” has the
meaning assigned thereto in Section 3(a)(ii) hereof.

     

    “BEH” has the meaning
assigned thereto in Section 3(a)(ii) hereof.

     

    “BMC” has the meaning
assigned thereto in the Recitals hereof.

     

    “Board” or “Boards” has the
meaning assigned thereto in Section 3(a)(i) hereof.

     

    “Bonus Amount” has the
meaning assigned thereto in Section 5(a)(ii)(A) hereof.

     

    “BreitBurn Entity” has
the meaning assigned thereto in the Recitals hereof.

     

    “BreitBurn Partners”
has the meaning assigned thereto in the Recitals hereof.

     

    “Cash Severance
Payment” has the meaning assigned thereto in Section 5(a)(ii)(A)
hereof.

     

    “Cause” means the
following:

     

    (i)           the
willful and continued failure of the Executive to perform substantially the
Executive’s duties for the Employer or any BreitBurn Entity (as described in the
Recitals hereof) (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Employer (after a vote to this effect by a
majority of the Board) which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive’s duties and the Executive is given a reasonable opportunity of not
more than twenty (20) business days to cure any such failure to substantially
perform;

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    (ii)           the
willful engaging by the Executive in illegal conduct or gross misconduct, in
each case which is materially and demonstrably injurious to the Employer or any
BreitBurn Entity; or

     

    (iii)           (A)
any act of fraud, or material embezzlement or material theft by the Executive,
in each case, in connection with the Executive’s duties hereunder or in the
course of the Executive’s employment hereunder or (B) the Executive’s admission
in any court, or conviction, or plea of nolo contendere, of a felony involving
moral turpitude, fraud, or material embezzlement, material theft or material
misrepresentation, in each case, against or affecting the Employer or any
BreitBurn Entity.

     

    For purposes of this provision, no act
or failure to act, on the part of the Executive, shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Employer or any BreitBurn Entity.  Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Employer, including, without limitation, the Board, or based upon the
advice of counsel for the Employer shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of
the Employer and the BreitBurn Entities.  Notwithstanding the
foregoing, termination of the Executive’s employment shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution of the Board duly adopted by an affirmative vote of the
Board at a meeting of the Board held for such purpose (after reasonable notice
is provided to the Executive and the Executive is given an opportunity, together
with counsel for the Executive, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive is guilty of the conduct
described in clauses (i), (ii) or (iii) above, and specifying the particulars
thereof in detail; provided, that if the
Executive is a member of the Board, the Executive shall not vote on such
resolution nor shall the Executive be counted.

     

    “Change in Control”
means, and shall be deemed to have occurred upon one or more of the following
events:

     

    (i)           any
“person” or “group” within the meaning of those terms as used in Sections 13(d)
and 14(d) of the Exchange Act, other than BreitBurn Partners, any subsidiary of
BreitBurn Partners, BreitBurn Energy Company L.P. (“BECLP”) or an Affiliate of
BECLP, shall become the beneficial owner, directly or indirectly, by way of
merger, consolidation, recapitalization, reorganization or otherwise, of 50% or
more of the combined voting power of the equity interests in BMC, BBGP or
BreitBurn Partners;

     

    (ii)           the
limited partners of BreitBurn Partners approve, in one or a series of
transactions, a plan of complete liquidation of BreitBurn Partners;

     

    (iii)           the
sale or other disposition by either BBGP or BreitBurn Partners of all or
substantially all of its assets in one or more transactions to any Person other
than BreitBurn Partners, any subsidiary of BreitBurn Partners, BECLP or an
Affiliate of BECLP;

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    (iv)           a
transaction resulting in a Person other than BreitBurn Partners, any subsidiary
of BreitBurn Partners, BECLP or an Affiliate of BECLP being the general partner
of BreitBurn Partners; or

     

    (v)           any
time at which individuals who, as of October 29, 2009, constitute the BBGP Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the BBGP Board; provided, however, that any individual becoming a director
subsequent to October 29, 2009 whose election, or nomination for election by
BreitBurn Partner’s unitholders was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board or whose membership was
required by any employment agreement with the Employer will be considered as
though such individuals were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
the result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Incumbent
Board.

     

    Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect
to any award or amount  which provides for the deferral of
compensation and is subject to Code Section 409A, then, to the extent required
to comply with Section 409A, the transaction or event described in clause (i),
(ii), (iii), (iv) or (v) above with respect to such award or amount must also
constitute a “change of control event” as defined in the Treasury Regulation
§1.409A-3(i)(5).

     

    
      	
               
      

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended and any regulations or other
      official guidance promulgated
thereunder.

            


    

     

    “Commencement Date”
has the meaning assigned thereto in Section 2 hereof.

     

    “CPU Agreement” means
that certain Convertible Phantom Unit Agreement by and among BBGP and the
Executive, evidencing the grant of CPUs to the Executive as of December 26,
2007.

     

    “CPUs” has the meaning
assigned thereto in Section 3(a)(iv) hereof.

     

    
      “Date of Termination”
means (i) if the Executive’s employment is terminated by the Employer without
Cause (other than upon a notice of non-renewal), or by the Executive with or
without Good Reason, other than due to death or Disability, the date specified
in accordance with applicable provisions of this Agreement in the Notice of
Termination (which date shall not be more than thirty days after the giving of
such notice), provided,
that any notice period may be waived by the Employer without compensation in
lieu thereof upon the Executive’s election to terminate employment with or
without Good Reason; (ii) if the Executive’s employment is terminated by reason
of the Executive’s death or Disability, the date of the Executive’s death or the
thirtieth day following notification by the Employer of termination due to
Disability in accordance with Section 4(a) hereof, as the case may be; (iii) if
the Executive’s employment is terminated for Cause, the date of the receipt of
the Notice of Termination by the Executive or any later date specified therein;
provided that such
Notice of Termination shall not be given until after the requisite Board vote
provided for in the definition of “Cause”; (iv) if either party provides a
notice of non-renewal of the Employment Period in accordance with Section 2 of
the Agreement, the last day of the then-current Employment Period; or (v) any
other date mutually agreed to by the parties hereto.

    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    “Death/Disability
Payments” has the meaning assigned thereto in Section 5(c)(ii)
hereof.

     

    “Disability” shall
mean a “disability” within the meaning of Code Section 409A.

     

    “Employer” has the
meaning assigned thereto in the Recitals hereof.

     

    “Employment Period”
has the meaning assigned thereto in Section 2 hereof.

     

    “Executive” has the
meaning assigned thereto in the Recitals hereof.

     

    “Excise Tax” has the
meaning assigned thereto in Section 5(e)(iii)(A) hereof.

     

    “Good Reason” means
the occurrence of any of the following without the Executive’s written
consent:

     

    
      	
               
      

            	
              (i)

            	
              a
      material diminution in the Executive’s Base
  Salary;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      material diminution in the Executive’s authority, duties, or
      responsibilities;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              a
      material diminution in the authority, duties, or responsibilities of the
      supervisor to whom the Executive is required to
  report;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              a
      material diminution in the budget over which the Executive retains
      authority;

            


    

    


    
      	
               
      

            	
              (v)

            	
              a
      material change in the geographic location at which the Executive must
      perform services under this Agreement;
or

            


    

    


    
      	
               
      

            	
              (vi)

            	
              any
      other action or inaction that constitutes a material breach by any
      Employer of this Agreement, including without limitation, a material
      breach of  Section 3(a)(iv) hereof or a breach of Section
      9(c);

            


    

    


    provided, that the
Executive’s resignation shall only constitute a resignation for “Good Reason”
hereunder if (a) the Executive provides the Employer with written notice setting
forth the specific facts or circumstances constituting Good Reason within thirty
days after the initial existence of such facts or circumstances, (b) the
Employer has failed to cure such facts or circumstances within thirty days after
receipt of such written notice, and (c) the date of the Executive’s Separation
from Service occurs no later than seventy-five days after the later of (i) the
initial occurrence of the event constituting Good Reason or (ii) the date the
Executive learns or reasonably should have learned of such event and with all
time periods measured from the last event that makes an event become material
for purposes of this Good Reason definition.

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    “Incumbent Board” has
the meaning assigned thereto in the definition of “Change in
Control”.

    


    “Independent Advisor”
has the meaning assigned thereto in Section 5(e)(iii)(B) hereof.

     

    “LTIP Award
Agreements” has the meaning assigned thereto in Section 3(b)(iii)
hereof.

     

    
      “Notice of
Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon; (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated; and (iii) if the Date of Termination is other than the
date of receipt of such notice, specifies the termination date (which date shall
be not more than thirty (30) days after the giving of such
notice).

    

     

    
      “Peer Executives”
means the Executive Vice Presidents of the Employer other than the
Executive.

    

     

    “Performance
Objectives” means the specified performance metrics set forth in the CPU
Agreement, as amended.

     

    “Person” has the
meaning assigned thereto in the Plan.

     

    “Plan” has the meaning
assigned thereto in Section 3(b)(iii) hereof

     

    “Prior Agreement” has
the meaning assigned thereto in the Recitals hereof.

     

    “Proprietary
Information” has the meaning assigned thereto in Section 8(a)
hereof.

     

    “Pro-Rata Bonus” has
the meaning assigned thereto in Section 5(a)(ii)(D) hereof.

     

    “Release” has the
meaning assigned thereto in Section 5(a)(ii) hereof.

     

    “RPUs” means
Restricted Phantom Units awarded to the Executive under the Plan.

     

    
      “Separation from
Service” means the Executive’s “separation from service” from the
Employer (and its Code Section 409A affiliates) within the meaning of Code
Section 409A(a)(2)(A)(i).

    

     

     “Severance” has the
meaning assigned thereto in Section 5(a)(ii) hereof.

     

    “Severance Multiple”
has the meaning assigned thereto in Section 5(a)(ii)(A) hereof.

     

    “Target Bonus” has the
meaning assigned thereto in Section 3(b)(ii) hereof.

     

    “Total Payments” has
the meaning assigned thereto in Section 5(e)(iii)(A) hereof.

     

    “Unit” shall have the
meaning assigned thereto in the Plan.

     

    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM
OF RELEASE

     

    For
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned does hereby release and forever discharge the
“Releasees” hereunder,
consisting of  BreitBurn Energy Partners L.P., BreitBurn Management
Company, LLC, and BreitBurn GP, LLC (the “Company”), and each of the
Company’s partners, associates, affiliates, subsidiaries, successors, heirs,
assigns, agents, directors, officers, employees, representatives, and all
persons acting by, through, or under them, or any of them, of and from any and
all manner of action or actions, cause or causes of action, in law or in equity,
suits, debts, liens, contracts, agreements, promises, liability, claims,
demands, damages, losses, costs, attorneys’ fees or expenses, of any nature
whatsoever, known or unknown, fixed or contingent (“Actions”), which the
undersigned now has or may hereafter have against the Releasees, or any of them,
by reason of any matter, cause, or thing whatsoever arising from the beginning
of time to the date hereof (hereinafter called “Claims”), provided, however, that
Claims shall not include any such Actions against any person or entity other
than the Company, its subsidiaries, affiliates, successors or assigns, in any
case, that is not properly the subject of defense and/or indemnity by the
Company (determined without regard to whether the Company actually defends or
indemnifies such action or cause of action) (the “Excluded
Claims”).

     

    The
Claims released herein include, without limiting the generality of the
foregoing, any Claims in any way arising out of, based upon, or related to the
undersigned’s employment by the Releasees, or any of them, or the termination
thereof; any claim for wages, salary, commissions, bonuses, incentive payments,
profit-sharing payments, expense reimbursements, leave, vacation, severance pay
or other benefits; any claim for benefits under any stock option, restricted
stock or other equity-based incentive plan of the Releasees, or any of them (or
any related agreement to which any Releasee is a party); any alleged breach of
any express or implied contract of employment; any alleged torts or other
alleged legal restrictions on Releasee’s right to terminate the employment of
the undersigned; and any alleged violation of any federal, state or local
statute or ordinance including, without limitation, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act,
the Family Medical Leave Act, the Americans With Disabilities Act, the Employee
Retirement Income Security Act, the National Labor Relations Act, the California
Labor Code, the California Family Rights Act and the California Fair Employment
and Housing Act, each as amended.  Notwithstanding the foregoing, this
Release shall not operate to release any rights or claims (and such rights or
claims shall not be included in the definition of “Claims”) of the undersigned
(i) with respect to payments or benefits under Section 5 of that certain
Employment Agreement, dated as of December [__], 2010, among BreitBurn Energy
Partners L.P., BreitBurn Management Company, LLC, BreitBurn GP, LLC and the
undersigned (the “Employment
Agreement”), (ii) with respect to Sections 7, 10 and 11 of the Employment
Agreement, (iii) to accrued or vested benefits he may have, if any, under any
applicable plan, policy, program, arrangement or agreement of any BreitBurn
Entity (as defined in the Employment Agreement), including, without limitation,
pursuant to any equity or long-term incentive plans, programs or agreements,
(iv) to indemnification and/or advancement of expenses pursuant to the corporate
governance documents of any BreitBurn Entity or applicable law, or the
protections of any director’ and officers’ liability policies of any BreitBurn
Entity, (v) with respect to claims which arise after the date the undersigned
executes this Release, or (vi) with respect to any Excluded Claims.

     

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    THE
UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:

     

    “A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

     

    THE UNDERSIGNED, BEING AWARE OF SAID
CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL
AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR
EFFECT.

     

    IN
ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE
UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

     

    (1)                      HE
HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
RELEASE;

     

    (2)                      HE
HAS FORTY-FIVE (45) DAYS FROM HIS SEPARATION FROM SERVICE (AS DEFINED IN THE
EMPLOYMENT AGREEMENT) TO CONSIDER THIS RELEASE BEFORE SIGNING IT;
AND

     

    (3)                      HE
HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE IT, AND THIS RELEASE
WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION
PERIOD.

     

    The
undersigned represents and warrants that there has been no assignment or other
transfer of any interest in any Claim which he may have against Releasees, or
any of them, and the undersigned agrees to indemnify and hold Releasees, and
each of them, harmless from any liability, Claims, demands, damages, costs,
expenses and attorneys’ fees incurred by Releasees, or any of them, as the
result of any such assignment or transfer or any rights or Claims under any such
assignment or transfer.  It is the intention of the parties that this
indemnity does not require payment as a condition precedent to recovery by the
Releasees against the undersigned under this indemnity.

     

    The
undersigned agrees that if he hereafter commences any suit arising out of, based
upon, or relating to any of the Claims released hereunder or in any manner
asserts against Releasees, or any of them, any of the Claims released hereunder,
then the undersigned shall pay to Releasees, and each of them, in addition to
any other damages caused to Releasees thereby, all attorneys’ fees incurred by
Releasees in defending or otherwise responding to said suit or
Claim.  Nothing herein shall prevent the undersigned from raising or
asserting any defense in any suit, claim, proceeding or investigation brought by
any of the Releasees, and by raising or asserting any such defense, the
undersigned shall not become obligated to pay attorneys’ fees under this
paragraph.

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    The
undersigned further understands and agrees that neither the payment of any sum
of money nor the execution of this Release shall constitute or be construed as
an admission of any liability whatsoever by the Releasees, or any of them, who
have consistently taken the position that they have no liability whatsoever to
the undersigned.

     

    The
undersigned acknowledges that different or additional facts may be discovered in
addition to what is now known or believed to be true by him with respect to the
matters released in this Agreement, and the undersigned agrees that this
Agreement shall be and remain in effect in all respects as a complete and final
release of the matters released, notwithstanding any different or additional
facts.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Release this ____ day of
___________________, 20__.

     

    


    
      
        	 
      	 
      
	 
      	
                Gregory
      C. Brown

              


      

    

     

    
      
         


      

      
        B-3