Exhibit 10.3

Execution Copy

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CONTRIBUTION AND CONVEYANCE AGREEMENT        AMONG        ANSCHUTZ RANCH EAST PIPELINE LLC        PPS HOLDING COMPANY        PACIFIC ENERGY GP, INC.    
PACIFIC ENERGY PARTNERS, L.P.        PACIFIC ENERGY GROUP LLC        ROCKY MOUNTAIN PIPELINE SYSTEM LLC        PACIFIC PIPELINE SYSTEM LLC        AND        RANCH PIPELINE LLC

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CONTRIBUTION AND CONVEYANCE AGREEMENT

This Contribution and Conveyance Agreement (this "Agreement") dated July 22, 2002 and effective as of
12:01 a.m. Eastern Standard Time on July 26, 2002 (the "Effective Time"), is entered into by and among,ANSCHUTZ
RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"),PPS HOLDING
COMPANY, a Delaware corporation ("Holding"),PACIFIC ENERGY GP, INC., a
Delaware corporation ("GP Inc.")PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership
(the "MLP"),PACIFIC ENERGY GROUP LLC, a Delaware limited liability company
("PEG"),ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company
("Rocky Mountain LLC"),PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company
("PPS"), andRANCH PIPELINE LLC, a Delaware limited liability company ("Frontier
LLC").

RECITALS:

A.    The
Anschutz Corporation, a Kansas corporation ("TAC") and GP Inc. have formed the MLP pursuant to the Delaware Act
(defined below) for the purpose of, among other things, acquiring, owning and operating crude oil midstream assets, as well as participating in any and all other lawful activities under the Delaware
Act.

B.    In
order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof as reflected in the
Contribution Agreement dated July 22, 2002:



C.    Concurrently
with the consummation of the transactions contemplated hereby, each of the following matters shall occur:



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ARTICLE IDEFINITIONS

Section 1.1Terms.The following defined terms shall have the meanings given
below:



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ARTICLE IICONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

Section 2.1Contribution of PEG Interests by Holding to GP Inc.Holding
hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to GP Inc., its successors and assigns, for its and their own use forever, all right, title and
interest of Holding in and to PEG as a capital contribution.

Section 2.2Contribution of PEG Interests by GP Inc. to the
MLP.GP Inc. hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to the MLP, its successors and assigns, for
its and their own use forever, all right, title and interest of GP Inc. in and to PEG in exchange for (a) a
continuation of its 2% general partner interest in the MLP, (b) the issuance of the IDRs, (c) 1,865,000 Common Units representing a 8.7% interest in the MLP, (d) 10,465,000 Sub
Units representing a 49% interest in the MLP and (e) the right to receive $104,178,000 of the proceeds from the Term Loan.

Section 2.3Public Cash Contribution.The parties to this Agreement acknowledge a
cash contribution by the public through the Underwriters of $167,700,000 to the MLP in exchange for 8,600,000 Common Units representing a 40.3% interest in the MLP.

Section 2.4Borrowing, Debt Placement and Distribution by PEG.PEG hereby agrees
to (a) borrow $138,000,000 of the Term Loan, (b) pay certain fees and expenses relating to the Credit Facility, (c) assume $87,000,000 in existing indebtedness owing by Rocky
Mountain LLC, which will be refinanced and made part of the Term Loan and (d) distribute $104,178,000 to the MLP.

Section 2.5Payment of Transaction Expenses by the MLP.The MLP hereby agrees to
pay transaction expenses of $4,200,000 in connection with the public offering of the Firm Units.

Section 2.6Contribution of Cash by the MLP to PEG.The MLP hereby contributes
$151,761,000 to PEG as a capital contribution.

Section 2.7Contribution to GP Inc by the MLP.The MLP hereby distributes
$104,178,000 to GP Inc.

Section 2.8Contribution to Frontier LLC by the MLP.The MLP hereby contributes
to Frontier LLC $4,933,000.

Section 2.9Purchase of Debt of PPS by PEG.PEG hereby agrees to use $151,761,000
received from the proceeds of the offering and $24,639,000 received from the Term Loan to purchase from Citibank a note made by PPS in favor of Citibank in the amount of $176,400,000.

Section 2.10Retirement of Debt by Frontier LLC.Frontier LLC hereby retires its
debt in the amount of $4,933,000.

Section 2.11Contribution of Terminals by Holding and MLP to PEG.Holding hereby
agrees that at or prior to the consummation of the acquisition by Terminals of the EPTC Acquisition pursuant to the Asset Sale Agreement between Southern California Edison Company and Holding (which
Asset Sale Agreement was subsequently assigned by Holding to Terminals), it will cause Terminals to be contributed to the MLP and the MLP will cause Terminals to be contributed to PEG, in each case
subject to the receipt of any governmental consents required for such contributions and, if the EPTC Acquisition has not been consummated at the time of such contributions, subject to the availability
of financing satisfactory to Holding and the MLP for the consummation of the EPTC Acquisition (it being

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understood and agreed that the reimbursement by the MLP to Holding or TAC of any expenses incurred by Holding or TAC in connection with the negotiation, execution, delivery of, or performance under,
the Asset Sale Agreement or the consummation of the transactions contemplated thereby shall be permitted pursuant to Section 7.6(c) of the Partnership Agreement, as may be amended or
supplemented). Holding hereby agrees to cause Terminals not to dispose of the Asset Sale Agreement.

ARTICLE IIIADDITIONAL TRANSACTIONS

Section 3.1Purchase of Additional Common Units.If the Underwriters exercise the
Option,in full or in part, the net proceeds of that exercise shall be used to redeem a number of Common Units owned by GP Inc. equal to the
number of Common Units sold pursuant to the exercise of the Option, in reimbursement of certain capital expenditures.

ARTICLE IVFURTHER ASSURANCES

Section 4.1Further Assurances.From time to time after the Effective Time, and
without any further consideration the parties hereto shall execute, acknowledge and deliver all such additional instruments, notices and other documents and will do all such other acts and things, all
in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

ARTICLE VEFFECTIVE TIME

Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II or Article III of this Agreement shall be
operative or have any effect until the Effective Time at which time all the provisions of Article II and Article III of this Agreement shall be effective and operative as of the
Effective Time, without further action by any party hereto.

ARTICLE VIMISCELLANEOUS

Section 6.1Headings; References; Interpretation.All article and section
headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof," "herein" and
"hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to articles
and sections shall, unless the context requires a different construction, be deemed to be references to the articles and sections of this Agreement, respectively. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.

Section 6.2Successors and Assigns.The Agreement shall be binding upon and inure
to the benefit of the parties signatory hereto and their respective successors and assigns.

Section 6.3No Third Party Rights.The provisions of this Agreement are intended
to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no
person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 6.4Counterparts.This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on the parties hereto.

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Section 6.5Governing Law.This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the
extent that it is mandatory that the law of some other jurisdiction shall apply.

Section 6.6Severability.If any of the provisions of this Agreement are held by
any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions
held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution
of this Agreement.

Section 6.7Amendment or Modification.This Agreement may be amended or modified
from time to time only by the written agreement of all the parties hereto.

Section 6.8Integration.This Agreement supersedes all previous understandings or
agreements between the parties, whether oral or written, with respect to its subject matter. This document is an integrated agreement which contains the entire understanding of the parties. No
understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment
hereto executed by the parties hereto after the date of this Agreement.

Section 6.9Waiver of Bulk Sales Laws.Each of the parties hereto hereby waives
compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.

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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above.

| |  | PPS HOLDING COMPANY          
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  | PACIFIC ENERGY GP, INC.      
| |  | By:                          
| |  |                              
| |  | PACIFIC ENERGY PARTNERS, L.P.
| |  | By:                          
| |  |                              
| |  |                              
| |  | PACIFIC ENERGY GROUP LLC     
| |  | By:                          
| |  |                              
| |  |                              

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| |  | ANSCHUTZ RANCH EAST PIPELINE LLC,  
| |  | -----------------------------------
| |  | ROCKY MOUNTAIN PIPELINE SYSTEM LLC,
| |  | PACIFIC PIPELINE SYSTEM LLC,and    
| |  | RANCH PIPELINE LLC                 
| |  | By:                                
| |  |                                    
| |  |                                    
| |  |                                    

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