Exhibit 10.2

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (herein called the "Fourth Amendment") dated as of the 28th day of May, 2004, by and among PACIFIC ENERGY GROUP LLC, a
Delaware limited liability company ("Borrower"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership ("Pacific Energy Partners"), and FLEET NATIONAL BANK, as administrative agent (in such
capacity, "Administrative Agent"), and the Lenders referred to below.

W I T N E S S E T H:

WHEREAS, Borrower, Pacific Energy Partners, Administrative Agent, the Syndication Agent, Co-Documentation Agents, Arrangers party thereto and the
lenders party thereto ("Lenders") have entered into that certain Credit Agreement dated as of July 19, 2002, as amended by a First Amendment to Credit Agreement dated July 18, 2003, a
Second Amendment to Credit Agreement dated December 20, 2003 and a Third Amendment to Credit Agreement dated as of April 23, 2004 (as so amended, the "Original Agreement") for the
purpose and consideration therein expressed, whereby Lenders became obligated to extend credit to Borrower as therein provided;

WHEREAS,
Pacific Energy Partners intends to sell certain senior notes and use the net cash proceeds of such sale to repay in full the Term Loans and for other general corporate purposes
permitted by the terms of the Original Agreement; and

WHEREAS,
Pacific Energy Partners has requested, and the Majority Lenders have agreed, to certain additional amendments to the Original Agreement to permit the sale of the senior notes;

NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement and in consideration of the loans and other credit
that may hereafter be extended by Lenders to Borrower, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.DEFINITIONS AND REFERENCES

Section 1.1.Terms Defined in the Original Agreement.Unless the context otherwise requires or unless
otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Fourth Amendment.

ARTICLE II.AMENDMENTS TO ORIGINAL AGREEMENT

Section 2.1.Definitions.

(a)   The
definition of "Guaranty Obligation" is amended to add the following at the end of the current proviso therein:



(b)   The
definition of "Senior Indebtedness" is amended to revise clause (v) thereof to read as follows:



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(c)   The
definitions of "Finance Entity", "PEG Canada LP" and "PEG Canada GP" are added to Section 1.1 of the Original Agreement in appropriate alphabetical order to
read as follows:



Section 2.2.Indebtedness.    Clause (f) of Section 7.1 of the Original Agreement is hereby
deleted and replaced with the following:



Section 2.3.Hedging Contracts.    Section 7.3 of the Original Agreement is hereby amended to add the
following clause (d) thereto:



Section 2.4.Sale of Property.    The following proviso is added to the end of the last sentence of
Section 7.5:



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Section 2.5.Prohibited Contracts

(a)   The
introductory clause of the first sentence of Section 7.9 (which reads "Except as expressly provided for in the Loan Documents and as described in the
Disclosure Schedule,") is hereby deleted in its entirety and the following inserted in lieu thereof:



(b)   The
second sentence of Section 7.9 is hereby deleted in its entirety and the following inserted in lieu thereof:



Section 2.6.Limitation on Investments and New Businesses.

(a)   Clause (a)
of Section 7.7 is hereby deleted in its entirety and the following inserted in lieu thereof:



(b)   The
third sentence of Section 7.7 is hereby deleted in its entirety and the following two sentences inserted in lieu thereof:



Section 2.7.Transactions with Affiliates.    Clause (d) of Section 7.8 is hereby deleted in
its entirety and the following inserted in lieu thereof:



Section 2.8.Subsidiaries; Unrestricted Subsidiaries.    The first sentence following clause (h) of
Section 6.17 is deleted in its entirety and replaced with the following inserted in lieu thereof:



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Section 2.9.Limitation on Mergers, Issuances of Securities.    The third sentence of Section 7.4 is
amended to add the following proviso to the end thereof:



Section 2.10.Section References.    All references in the Original Agreement to Section 7.10 shall
be deemed to refer to Section 7.10 and to Section 7.15.

ARTICLE III.CONDITIONS OF EFFECTIVENESS

Section 3.1.Effective Date.    This Fourth Amendment shall become effective, and is expressly conditioned,
upon (a) the payment in full of all principal of and interest on the Term Loans, (b) Pacific Energy Partners and Borrower complying with each of the provisions of Sections 6.13, 6.16 and
6.17 (including, with respect to any Unrestricted Subsidiaries to be designated as Restricted Subsidiaries) to the extent specified by Administrative Agent and (c) the receipt by Administrative
Agent, at Administrative Agent's office, of a counterpart of this Fourth Amendment executed and delivered by Borrower and Majority Lenders. Pacific Energy Partners, Borrower and Majority Lenders agree
that the execution and delivery of this Fourth Amendment by Majority Lenders is made effective immediately upon the payment in full of all principal of and interest on the Term Loans.

ARTICLE IV.REPRESENTATIONS AND WARRANTIES

Section 4.1.Representations and Warranties.    In order to induce Administrative Agent and Majority Lenders
to enter into this Fourth Amendment, Pacific Energy Partners and Borrower represent and warrant to each Lender that:

(a)   The
representations and warranties contained in Article V of the Original Agreement are true and correct at and as of the time of the effectiveness hereof (except
to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Original Agreement or to the extent that such representation
or warranty was made as of a specific date or updated, modified or supplemented, as of a subsequent date with the consent of Majority Lenders).

(b)   Each
of Pacific Energy Partners and Borrower is duly authorized to execute and deliver this Fourth Amendment, Borrower is and will continue to be duly authorized to
borrow monies under the Credit Agreement, and each of Pacific Energy Partners and Borrower is and will continue to be duly authorized to perform its obligations under the Credit Agreement. Pacific
Energy Partners and Borrower have duly taken all action necessary to authorize the execution and delivery of this Fourth Amendment and to authorize the performance of the obligations of Pacific Energy
Partners and Borrower hereunder.

(c)   The
execution and delivery by each Related Person of this Fourth Amendment, the performance by each Related Person of its obligations hereunder and the consummation of
the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the organizational documents of any Related Person, or of any
material agreement, judgment, license, order or permit applicable to or binding upon any Related Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of
any Related Person. Except for those which have been obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the
execution and delivery by any Related Person of this Fourth Amendment or the consummation by any Related Person of the transactions contemplated hereby.

(d)   When
duly executed and delivered, each of this Fourth Amendment, and the Credit Agreement will be a legal and binding obligation of Pacific Energy Partners and Borrower
enforceable

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in
accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and by equitable principles of general
application.

ARTICLE V.MISCELLANEOUS

Section 5.1.Ratification of Agreements.    The Original Agreement as hereby amended is hereby ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and
effectiveness of this Fourth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lenders or Administrative Agent under the Credit Agreement,
the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

Section 5.2.Survival of Agreements.    All representations, warranties, covenants and agreements of Pacific
Energy Partners and Borrower herein shall survive the execution and delivery of this Fourth
Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by any
Related Person hereunder or under the Credit Agreement to Administrative Agent or any Lender shall be deemed to constitute representations and warranties by, and agreements and covenants of, Pacific
Energy Partners and Borrower under this Fourth Amendment and under the Credit Agreement.

Section 5.3.Loan Documents.    This Fourth Amendment is a Loan Document, and all provisions in the Credit
Agreement pertaining to Loan Documents apply hereto.

Section 5.4.Governing Law.    This Fourth Amendment shall be governed by and construed in accordance with
the laws applicable to the Credit Agreement.

Section 5.5.Counterparts.    This Fourth Amendment may be separately executed in counterparts and by the
different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Fourth Amendment.

THIS FOURTH AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Fourth Amendment is executed as of the date first written above.

|BORROWER:                |  | PACIFIC ENERGY GROUP LLC                                         
|------------------------ |  | -----------------------------------------------------------------
|                         |  | By:                                                              
|PACIFIC ENERGY PARTNERS: |  | PACIFIC ENERGY PARTNERS, L.P.                                    
|                         |  | By:                                                              
|                         |  |                                                                  
|                         |  | FLEET NATIONAL BANK, Administrative Agent, LC Issuer and a Lender
|                         |  | By:                                                              

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Signature Page to Fourth Amendment
To Credit Agreement

In
Witness Whereof, the undersigned Lender hereby enters into the Fourth Amendment to Credit Agreement dated as of May 28, 2004 among Pacific Energy Group LLC, Pacific Energy
Partners, L.P., Fleet National Bank, as administrative agent, and the Lender's signatory thereto.

| |  | The Bank of Nova ScotiaName of Lender
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  |                                      

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Signature Page to Fourth Amendment
To Credit Agreement

In
Witness Whereof, the undersigned Lender hereby enters into the Fourth Amendment to Credit Agreement dated as of May 28, 2004 among Pacific Energy Group LLC, Pacific Energy
Partners, L.P., Fleet National Bank, as administrative agent, and the Lender's signatory thereto.

| |  | BNP ParibasName of Lender
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  |                          
| |  | By:                      
| |  |                          
| |  |                          

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Signature Page to Fourth Amendment
To Credit Agreement

In
Witness Whereof, the undersigned Lender hereby enters into the Fourth Amendment to Credit Agreement dated as of May 28, 2004 among Pacific Energy Group LLC, Pacific Energy
Partners, L.P., Fleet National Bank, as administrative agent, and the Lender's signatory thereto.

| |  | Citicorp USA, Inc.Name of Lender
| |  | --------------------------------
| |  | By:                             
| |  |                                 
| |  |                                 

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Signature Page to Fourth Amendment
To Credit Agreement

In
Witness Whereof, the undersigned Lender hereby enters into the Fourth Amendment to Credit Agreement dated as of May 28, 2004 among Pacific Energy Group LLC, Pacific Energy
Partners, L.P., Fleet National Bank, as administrative agent, and the Lender's signatory thereto.

| |  | Fortis Capital CorpName of Lender
| |  | ---------------------------------
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | By:                              
| |  |                                  
| |  |                                  

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Signature Page to Fourth Amendment
To Credit Agreement

In
Witness Whereof, the undersigned Lender hereby enters into the Fourth Amendment to Credit Agreement dated as of May 28, 2004 among Pacific Energy Group LLC, Pacific Energy
Partners, L.P., Fleet National Bank, as administrative agent, and the Lender's signatory thereto.

| |  | U.S.. BANK NATIONAL ASSOCIATIONName of Lender
| |  | ---------------------------------------------
| |  | By:                                          
| |  |                                              
| |  |                                              

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CONSENT AND AGREEMENT

The undersigned each hereby consents to the provisions of this Fourth Amendment and the transactions contemplated herein and hereby (a) ratifies and
confirms the Guaranty dated as of July 19, 2002, made by it in favor of FLEET NATIONAL BANK, as administrative agent (in such capacity), and the other Loan Documents to which it is a party and
(b) agrees that its obligations and covenants thereunder are unimpaired hereby and shall remain in full force and effect.

| |  | PACIFIC MARKETING AND TRANSPORTATION LLC
ROCKY MOUNTAIN PIPELINE SYSTEM LLC
RANCH PIPELINE LLC
| |  | ----------------------------------------------------------------------------------------------
| |  | By:                                                                                           

CONSENT AND AGREEMENT

The undersigned hereby consents to the provisions of this Fourth Amendment and the transactions contemplated herein and hereby (a) ratifies and confirms
the Guaranty dated as of July 19, 2002, made by it in favor of FLEET NATIONAL BANK, as administrative agent (in such capacity), and the other Loan Documents to which it is a party and
(b) agrees that its obligations and covenants thereunder are unimpaired hereby and shall remain in full force and effect.

| |  | PACIFIC ENERGY PARTNERS, L.P.
| |  | -----------------------------
| |  | By:                          
| |  |                              

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