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                                                                   Exhibit 10.18
(MULTICURRENCY--CROSS BORDER)

                                     ISDA(R)
              INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

                                MASTER AGREEMENT
                          DATED AS OF OCTOBER 24, 2003

                        UBS AG AND BUCKEYE PARTNERS, L.P.

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.


Accordingly, the parties agree as follows:

1.       INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) GENERAL CONDITIONS.

(i) Each party will make each payment or delivery specified in each Confirmation
to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on
that date in the place of the account specified in the relevant Confirmation or
otherwise pursuant to this Agreement, in freely transferable funds and in the
manner customary for payments in the required currency. Where settlement is by
delivery (that is, other than by payment), such delivery will be made for
receipt on the due date in the manner customary for the relevant obligation
unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the
condition precedent that no Event of Default or Potential Event of Default with
respect to the other party has occurred and is continuing, (2) the condition
precedent that no Early Termination Date in respect of the relevant Transaction
has occurred or been effectively designated and (3) each other applicable
condition precedent specified in this Agreement.



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(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:--

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.


(d) DEDUCTION OR WITHHOLDING FOR TAX.


(i)  GROSS-UP. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes, whether
          assessed against X or Y) will equal the full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for:--

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to Section
               3(f) to be accurate and true unless such failure would not have
               occurred but for (I) any action taken by a taxing authority, or
               brought in a court of competent jurisdiction, on or after the
               date on which a Transaction is entered into (regardless of
               whether such action is taken or brought with respect to a party
               to this Agreement) or (II) a Change in Tax Law.


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     (ii) LIABILITY. If:--

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a) BASIC REPRESENTATIONS.

     (i) STATUS. It is duly organised and validly existing under the laws of the
     jurisdiction of its organisation or incorporation and, if relevant under
     such laws, in good standing;

     (ii) POWERS. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorize such execution, delivery and performance;

     (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) CONSENTS. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganization, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

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(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4. AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified. as soon as reasonably practicable.

(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized,



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managed and controlled, or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located
("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp
Tax levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) CREDIT SUPPORT DEFAULT.

          (1) Failure by the party or any Credit Support Provider of such party
          to comply with or perform any agreement or obligation to be complied
          with or performed by it in accordance with any Credit Support Document
          if such failure is continuing after any applicable grace period has
          elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction of
          all obligations of such party under each Transaction to which such
          Credit Support Document relates without the written consent of the
          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the validity
          of, such Credit Support Document;

     (iv) MISREPRESENTATION. A representation (other than a representation under
     Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of



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     being declared, due and payable under such agreements or instruments,
     before it would otherwise have been due and payable or (2) a default by
     such party, such Credit Support Provider or such Specified Entity
     (individually or collectively) in making one or more payments on the due
     date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

          (1) is dissolved (other than pursuant to a consolidation, amalgamation
          or merger); (2) becomes insolvent or is unable to pay its debts or
          fails or admits in writing its inability generally to pay its debts as
          they become due; (3) makes a general assignment, arrangement or
          composition with or for the benefit of its creditors; (4) institutes
          or has instituted against it a proceeding seeking a judgment of
          insolvency or bankruptcy or any other relief under any bankruptcy or
          insolvency law or other similar law affecting creditors' rights, or a
          petition is presented for its winding-up or liquidation, and, in the
          case of any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results in a judgment of
          insolvency or bankruptcy or the entry of an order for relief or the
          making of an order for its winding-up or liquidation or (B) is not
          dismissed, discharged, stayed or restrained in each case within 30
          days of the institution or presentation thereof; (5) has a resolution
          passed for its winding-up, official management or liquidation (other
          than pursuant to a consolidation, amalgamation or merger); (6) seeks
          or becomes subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other similar
          official for it or for all or substantially all its assets; (7) has a
          secured party take possession of all or substantially all its assets
          or has a distress, execution, attachment, sequestration or other legal
          process levied, enforced or sued on or against all or substantially
          all its assets and such secured party maintains possession, or any
          such process is not dismissed, discharged, stayed or restrained, in
          each case within 30 days thereafter; (8) causes or is subject to any
          event with respect to it which, under the applicable laws of any
          jurisdiction, has an analogous effect to any of the events specified
          in clauses (1) to (7) (inclusive); or (9) takes any action in
          furtherance of, or indicating its consent to, approval of, or
          acquiescence in, any of the foregoing acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer:--

          (1) the resulting, surviving or transferee entity fails to assume all
          the obligations of such party or such Credit Support Provider under
          this Agreement or any Credit Support Document to which it or its
          predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

     (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--


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          (1) to perform any absolute or contingent obligation to make a payment
          or delivery or to receive a payment or delivery in respect of such
          Transaction or to comply with any other material provision of this
          Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6. EARLY TERMINATION

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

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     (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) RIGHT TO TERMINATE. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then continuing, designate
     a day not earlier than the day such notice is effective as an Early
     Termination Date in respect of all Affected Transactions.

(c) EFFECT OF DESIGNATION.

     (i) If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d) CALCULATIONS.

     (i) STATEMENT. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation



                                       8
<PAGE>

     obtained in determining a Market Quotation, the records of the party
     obtaining such quotation will be conclusive evidence of the existence and
     accuracy of such quotation.

     (ii) PAYMENT DATE. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss," and a payment method,
either the "First Method" or the "Second Method." If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method," as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event
     of Default:--

          (1) First Method and Market Quotation. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the Non-defaulting Party) in
          respect of the Terminated Transactions and the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
          less (B) the Termination Currency Equivalent of the Unpaid Amounts
          owing to the Defaulting Party. If that amount is a positive number,
          the Defaulting Party will pay it to the Non-defaulting Party; if it is
          a negative number, the Non-defaulting Party will pay the absolute
          value of that amount to the Defaulting Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute value
          of that amount to the Defaulting Party.

      (ii) TERMINATION EVENTS. If the Early Termination Date results from a
      Termination Event:--

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and to
          the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the Transactions
          are being terminated, Loss shall be calculated in respect of all
          Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties:--

          (A) if Market Quotation applies, each party will determine a
          Settlement Amount in respect of the Terminated Transactions, and an
          amount will be payable equal to (I) the sum of (a) one-half



                                       9
<PAGE>

          of the difference between the Settlement Amount of the party with the
          higher Settlement Amount ("X") and the Settlement Amount of the party
          with the lower Settlement Amount ("Y") and (b) the Termination
          Currency Equivalent of the Unpaid Amounts owing to X less (II) the
          Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

          (B) if Loss applies, each party will determine its Loss in respect of
          this Agreement (or, if fewer than all the Transactions are being
          terminated, in respect of all Terminated Transactions) and an amount
          will be payable equal to one-half of the difference between the Loss
          of the party with the higher Loss ("X") and the Loss of the party with
          the lower Loss ("Y").

     If the amount payable is a positive number, Y will pay it to X; if it is a
     negative number, X will pay the absolute value of that amount to Y.

     (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

7. TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. CONTRACTUAL CURRENCY

(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to


                                       10
<PAGE>

the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such
party as a consequence of sums paid in such other currency and will refund
promptly to the other party any excess of the Contractual Currency received by
such party as a consequence of sums paid in such other currency if such
shortfall or such excess arises or results from any variation between the rate
of exchange at which the Contractual Currency is converted into the currency of
the judgment or order for the purposes of such judgment or order and the rate of
exchange at which such party is able, acting in a reasonable manner and in good
faith in converting the currency received into the Contractual Currency, to
purchase the Contractual Currency with the amount of the currency of the
judgment or order actually received by such party. The term "rate of exchange"
includes, without limitation, any premiums and costs of exchange payable in
connection with the purchase of or conversion into the Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9. MISCELLANEOUS

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

     (i) This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. OFFICES; MULTIBRANCH PARTIES


                                       11
<PAGE>

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organization of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12. NOTICES

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier, on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement is
     expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District


                                       12
<PAGE>

     Court located in the Borough of Manhattan in New York City, if this
     Agreement is expressed to be governed by the laws of the State of New York;
     and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14. DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) is respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.


                                       13
<PAGE>

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-



                                       14
<PAGE>

of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

                                       15
<PAGE>

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.


                                       16
<PAGE>

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.



                                       17
<PAGE>




IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


<TABLE>
<S>                                                     <C>
UBS AG                                                  BUCKEYE PARTNERS, L.P.
                                                        BY:  BUCKEYE PIPE LINE COMPANY, ITS SOLE GENERAL PARTNER
By: /s/ Jeffrey Lillien                                 By: /s/ Steven C. Ramsey
    -------------------------------                         ----------------------------------------------------
     Name:  Jeffrey Lillien                                 Name:  Steven C. Ramsey
     Title: Director and Counsel                            Title: Sr. V.P. Finance and CFO
     Date:  10/24/03                                        Date:  10/27/03



By: /s/ Catherine J. du Preez
    -------------------------------
     Name:  Catherine J. du Preez
     Title: Director
     Date:  10/24/03
</TABLE>


                                    SCHEDULE
                             to the Master Agreement
                          dated as of October 24, 2003

                                     between

<TABLE>
<S>                                                     <C>             <C>
UBS AG, a banking corporation organized under           and             BUCKEYE PARTNERS, L.P., a limited
the laws of Switzerland                                                 partnership organized under the laws of
                                                                        the State of Delaware

          ("Party A")                                                              ("Party B")
</TABLE>

                                     PART 1
                             TERMINATION PROVISIONS

In this Agreement:

(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

         Section 5(a)(v),  NONE
         Section 5(a)(vi),                                    NONE
         Section 5(a)(vii),                                   NONE
         Section 5(b)(iv),                                    NONE

         and in relation to Party B for the purpose of:

         Section 5(a)(v),                                     NONE
         Section 5(a)(vi),                                    NONE
         Section 5(a)(vii),                                   NONE
         Section 5(b)(iv),                                    NONE

(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of
this Agreement



                                       18
<PAGE>

 and shall also include any repurchase agreements, reverse
repurchase agreements, securities lending agreements, prime brokerage
agreements, forward contracts, precious metals transactions, letters of credit
reimbursement obligations and indebtedness for borrowed money (whether or not
evidenced by a note or similar instrument) now existing or hereafter entered
into between a party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party).

(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) of this Agreement, as
modified below, will apply to Party A and to Party B. Section 5(a)(vi) of this
Agreement is hereby amended by the addition of the following at the end thereof:

         "provided, however, that notwithstanding the foregoing, an Event of
         Default shall not occur under either (1) or (2) above if, as
         demonstrated to the reasonable satisfaction of the other party, (a) the
         event or condition referred to in (1) or the failure to pay referred to
         in (2) is a failure to pay caused by an error or omission of an
         administrative or operational nature; and (b) funds were available to
         such party to enable it to make the relevant payment when due; and (c)
         such relevant payment is made within three Business Days following
         receipt of written notice from an interested party of such failure to
         pay."


                                       19





<PAGE>
         If such provisions apply:

         "SPECIFIED INDEBTEDNESS" means any obligation (whether present or
         future, contingent or otherwise, as principal or surety or otherwise)
         for the payment or repayment of any money, including without limitation
         any payment or repayment obligation with respect to any securities
         lending transaction or agreement or any prime brokerage transaction or
         agreement.

         "THRESHOLD AMOUNT" means

         (i)      with respect to Party A, an amount equal to 2% of
                  shareholders' equity (howsoever described) of Party A as shown
                  on the most recent annual audited financial statements of
                  Party A, and

         (ii)     with respect to Party B, U.S. $50 million (or the equivalent
                  in any other currency or currencies).

(D)      THE "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will
         apply to Party A and Party B, amended as follows:

         "'Credit Event Upon Merger' shall mean that a Designated Event (as
defined below) occurs with respect to a party, any Credit Support Provider of
the party or any applicable Specified Entity (any such party or entity, "X"),
and such Designated Event does not constitute an event described in Section
5(a)(viii) but the creditworthiness of X, or, if applicable, the successor,
surviving or transferee entity of X, is materially weaker than that of X
immediately prior to such event. In any such case the Affected Party shall be
the party with respect to which, or with respect to the Credit Support Provider
or Specified Entity of which, the Designated Event occurred, or, if applicable,
the successor, surviving or transferee entity of such party. For purposes
hereof, a Designated Event means that, after the date hereof:

         (i)      X consolidates, amalgamates with or merges with or into, or
                  transfers all or substantially all its assets to, or receives
                  all or substantially all the assets or obligations of, another
                  entity; or

         (ii)     any person or entity acquires directly or indirectly the
                  beneficial ownership of equity securities having the power to
                  elect a majority of the board of directors of X or otherwise
                  acquires directly or indirectly the power to control the
                  policy-making decisions of X."

         For the purposes of "Credit Event Upon Merger", "materially weaker"
         means that, at any time the rating issued by Standard & Poor's Ratings
         Services, a division of The McGraw-Hill Companies, Inc. ("S&P") or
         Moody's Investors Service, Inc. ("Moody's") with respect to the
         long-term unsecured, unsubordinated debt securities ("Debt Securities")
         of Party B is below BBB- in the case of S&P or Baa3 in the case of
         Moody's; it being understood that, in the event of a split rating, the
         applicable rating shall be the lowest of the ratings. If one of the
         foregoing credit rating agencies ceases to be in the business of rating
         Debt Securities or if one of the foregoing agencies ceases to rate the
         Debt Securities and such business or rating is not continued by a
         successor or assign of such agency (the "Discontinued Agency"), Party A
         and Party B shall jointly and in good faith (i) select a credit rating
         agency in substitution thereof and (ii) agree on the rating level
         issued by such substitute agency that is equivalent to the ratings
         specified herein of the Discontinued Agency, whereupon such substitute
         agency and equivalent rating shall replace the Discontinued Agency and
         the rating level thereof for the purposes of this Agreement. If at any
         time, all of the agencies specified have become Discontinued




                                       20
<PAGE>


         Agencies, then Party A and Party B shall jointly agree, in good faith,
         to (x) select a nationally-recognized credit rating agency in
         substitution thereof and (y) agree on the rating level issued by such
         substitution agency that is equivalent to the rating specified herein
         of the Discontinued Agency, whereupon such substitute agency and
         equivalent rating shall replace the Discontinued Agency and the
         applicable rating level thereof.

(e) THE "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to Party A or Party B.

(f) "PAYMENTS ON EARLY TERMINATION". For the purpose of Section 6(e) of this
Agreement:

         (i)      Market Quotation will apply.

         (ii)     The Second Method will apply.

(g) "TERMINATION CURRENCY" means U.S. Dollars.

(h) "ADDITIONAL TERMINATION EVENT" will not apply.


(a) Part 2

                               TAX REPRESENTATIONS

(i) PAYER TAX REPRESENTATION. For the purpose of Section 3(e), PARTY A AND PARTY
B hereby make the following representation: It is not required by any applicable
law, as modified by the practice of any relevant governmental revenue authority,
of any Relevant Jurisdiction to make any deduction or withholding for or on
account of any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In
making this representation, it may rely on: (A) the accuracy of any
representation made by the other party pursuant to Section 3(f); (B) the
satisfaction of the agreement of the other party contained in Section 4(a)(i) or
4(a)(iii) and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii); and (C) the satisfaction
of the agreement of the other party contained in Section 4(d); provided that it
shall not be a breach of this representation where reliance is placed on clause
(B) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial position.

(ii) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, PARTY A makes the following representations to Party B:

         (1) In respect of each Transaction that Party A enters into under this
         Agreement through an Office that is located in the U.S., Party A makes
         the following representation to Party B:

         Each payment received or to be received by Party A in connection with
         this Agreement will be effectively connected with the conduct of a
         trade or business by Party A in the U.S.

         (2) In respect of each Transaction that Party A enters into under this
         Agreement through an Office that is not located in the U.S., Party A
         makes the following representations to Party B:

         No payment received or to be received by Party A under this Agreement
         will be effectively connected with Party A's conduct of a trade or
         business within the U.S. It is fully eligible for the benefits of the
         "Business Profits" or "Industrial and Commercial Profits" provision, as
         the case may be, the "Interest" provision or the "Other Income"
         provision (if any) of the Specified Treaty with respect to any payment
         described in such provisions and received or to be received by it in
         connection with this Agreement and no



                                       21
<PAGE>

         such payment is attributable to a trade or business carried on by it
         through a permanent establishment in the Specified Jurisdiction. Each
         payment received or to be received by it in connection with this
         Agreement (other than interest under Section 2(e), 6(d)(ii) and 6(e))
         qualifies as "Business Profits," "Industrial and Commercial Profits,"
         "Interest" or "Other Income" under the Specified Treaty.

         If such representation applies, then:

                  "Specified Treaty" means, with respect to a Transaction, the
         tax treaty applicable between the United States of America and
         Switzerland.

                  "Specified Jurisdiction" means the United States of America.

         Party A is a 'non-U.S. branch of a foreign person' as that term is used
         in section 1.1441-4(a)(3)(ii) of the U.S. Treasury Regulations (the
         "Regulations"), and Party A is a 'foreign person' as that term is used
         in section 1.6041-4(a)(4) of the Regulations.

(iii) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, PARTY B makes the following representation to Party A: Party B is a
limited partnership organized under the laws of the State of Delaware.

(a)
(b) Part 3
(c) Agreement to Deliver Documents

For the purpose of Sections 4(a) (i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:

         Each party agrees to complete, accurately and in a manner reasonably
satisfactory to the other party (or any Specified Entity of the other party),
and to execute, arrange for any required certification of, and deliver to the
other party (or such Specified Entity) (or to such government or taxing
authority as the other party (or such Specified Entity) reasonably directs), any
form or document that may be required or reasonably requested in order to allow
the other party (or such Specified Entity) to make a payment under this
Agreement (or a Credit Support Document of the other party or a Specified Entity
thereof) without any deduction or withholding for or on account of any Tax or
with such deduction or withholding at a reduced rate, promptly upon the earlier
of (i) reasonable demand by the other party (or such Specified Entity) and (ii)
learning that the form or document is required.


                                       22
<PAGE>

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER
DOCUMENT                        FORM/DOCUMENT/CERTIFICATE              DATE BY WHICH TO BE DELIVERED
------------------------        -------------------------              -----------------------------
<S>                            <C>                                    <C>
Party A                        With respect to each Transaction       (i) Upon execution and delivery of
                               that is entered into under this        this Agreement, with such form to be
                               Agreement through an Office of         updated at the beginning of each
                               Party A that is located in the         succeeding three calendar year
                               U.S., one duly executed and            period beginning after execution of
                               completed U.S. Internal Revenue        this Agreement, or as otherwise
                               Service Form W-8ECI (or successor      required under then applicable U.S.
                               thereto).                              Treasury Regulations; (ii) promptly
                                                                      upon reasonable demand by Party B; and
                                                                      (iii) promptly upon learning that any
                                                                      Form W-8ECI (or any successor thereto)
                                                                      has become obsolete or incorrect.

Party A                        With respect to each Transaction       (i) Upon execution and delivery of
                               that is entered into under this        this Agreement, with such form to be
                               Agreement through an Office of         updated at the beginning of each
                               Party A that is not located in the     succeeding three calendar year
                               U.S., one duly executed and            period beginning after execution of
                               completed U.S. Internal Revenue        this Agreement, or as otherwise
                               Service Form W-8BEN (or successor      required under then applicable U.S.
                               thereto).                              Treasury Regulations; (ii) promptly
                                                                      upon reasonable demand by Party B; and
                                                                      (iii) promptly upon learning that any
                                                                      Form W-8BEN (or any successor thereto)
                                                                      has become obsolete or incorrect.

Party B                        A duly completed and executed U.S.     (i) Upon execution and delivery of
                               Internal Revenue Service Form W-9.     this Agreement, (ii) promptly upon
                                                                      reasonable demand by Party A, and
                                                                      (iii) promptly upon learning that any
                                                                      such Form previously provided by Party B
                                                                      has become obsolete or incorrect.
</TABLE>


                                       23
<PAGE>



(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER                                            DATE BY WHICH TO BE        COVERED BY SECTION
DOCUMENT                      FORM/DOCUMENT/CERTIFICATE              DELIVERED                  3(D) REPRESENTATION
-------------------------     -------------------------              -------------------        -------------------

<S>                           <C>                                    <C>                        <C>
Party A and Party B           Evidence of the authority and true     On or before execution     YES
                              signatures of each official or         of this Agreement and
                              representative signing this            each Confirmation
                              Agreement or, as the case may be, a    forming a part of this
                              Confirmation, on its behalf.           Agreement.

Party B                       Annual audited financial statement     Within 120 days of the     YES
                                                                     last Business Day of
                                                                     Party B's fiscal year
                                                                     end

Party B                       Copy (certified by an officer) of      On or before execution     YES
                              any partnership action that            of this Agreement
                              formally authorized the execution
                              and delivery of this Agreement,
                              Transactions (and confirmations
                              thereof) and performance of its
                              obligations thereunder

Party B                       Copy of the constitutive documents     On or before execution     YES
                              of the company (the limited            of this Agreement
                              partnership agreement and any other
                              relevant document), certified by an
                              officer or the relevant public
                              authority where on file)
</TABLE>




                                     PART 4

(a)      Miscellaneous

(a)      ADDRESSES FOR NOTICES.  For the purposes of Section 12(a) of this
         Agreement:

         (i)      All notices or communications to Party A shall, with respect
                  to a particular Transaction, be sent to the address or
                  facsimile number reflected in the Confirmation of that
                  Transaction, and any notice for purposes of Sections 5 or 6
                  shall be sent to:

         Address:  UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford,
                   CT 06901


                                       24
<PAGE>

         Attention: Legal Affairs
         Facsimile No:  (203) 719-0680

         with a copy to:

         Address: UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford,
                  CT 06+01
         Attention: Documentation
         Facsimile No: (203) 719-5627

         (ii)     All notices or communications to Party B shall be sent care of
                  the General Partner, to the address or facsimile number
                  reflected below, and Party B specifically confirms General
                  Partner's authority to receive notices and communications and
                  to provide payment instructions on Party B's behalf in
                  relation to all Transactions hereunder:

         Address: Buckeye Partners, L.P., c/o Buckeye Pipe Line Company, 5
                  Radnor Corporate Center, Suite 500, 100 Matsonford Road,
                  Radnor, PA 19087

         Attention: Steven C. Ramsey, Senior Vice President, Finance and
                    Chief Financial Officer

(1)      Facsimile No:  (610) 254-4626             Telephone No:  (610) 254-4620

         With a copy to:

         Address: Buckeye Pipe Line Company, 5 Radnor Corporate Center,
                  Suite 500, 100 Matsonford Road, Radnor, PA 19087

         Attention:  Stephen C. Muther, Senior Vice President, Administration,
                     General Counsel & Secretary
         Facsimile:  (610) 254-4625                Telephone No:  (610) 254-4640

(b)      PROCESS AGENT.  For the purpose of Section 13 (c) of this Agreement:

         Party A appoints as its Process Agent:  Not Applicable

         Party B appoints as its Process Agent: CT Corporation, 111 8th Avenue,
         New York, NY 10011, Telephone No: 1-800-624-0909,
         Facsimile No: (212) 590-9060

(c)      OFFICES.  The provisions of Section 10(a) of this Agreement will
         apply to Party A and Party B.

(d)      MULTIBRANCH PARTY.  For the purpose of Section 10(c) of this Agreement:

         (i) Party A is a Multibranch Party and may act through its branches in
         any of the following territories or countries: England and Wales,
         France, Hong Kong, United States of America, Singapore, Sweden and
         Switzerland.

         (ii) Party B is not a Multibranch Party.


(e)      CALCULATION AGENT.  The Calculation Agent is Party A, unless otherwise
         specified in a



                                       25
<PAGE>

         Confirmation in relation to the relevant Transaction.

(f)      CREDIT SUPPORT DOCUMENT.  None.

(g)      CREDIT SUPPORT PROVIDER.   None.

(h)      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply, except for the following groups of Transactions: (1) foreign
exchange transactions and currency options, in which case subparagraph (ii) of
Section 2(c) of this Agreement will not apply.

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.


                                     PART 5
                                OTHER PROVISIONS

(a) SET-OFF. Without affecting the provisions of the Agreement requiring the
calculation of certain net payment amounts, all payments under this Agreement
will be made without set-off or counterclaim; provided, however, that upon the
designation of any Early Termination Date, in addition to and not in limitation
of any other right or remedy (including any right to set off, counterclaim, or
otherwise withhold payment or any recourse to any Credit Support Document) under
applicable law the Non-defaulting Party or Non-affected Party (in either case,
"X") may without prior notice to any person set off any sum or obligation
(whether or not arising under this Agreement and whether matured or unmatured,
whether or not contingent and irrespective of the currency, place of payment or
booking office of the sum or obligation) owed by the Defaulting Party or
Affected Party (in either case, "Y") to X or any Affiliate of X against any sum
or obligation (whether or not arising under this Agreement, whether matured or
unmatured, whether or not contingent and irrespective of the currency, place of
payment or booking office of the sum or obligation) owed by X or any Affiliate
of X to Y and, for this purpose, may convert one currency into another at a
market rate determined by X. If any sum or obligation is unascertained, X may in
good faith estimate that sum or obligation and set-off in respect of that
estimate, subject to X or Y, as the case may be, accounting to the other party
when such sum or obligation is ascertained.

(b) REPRESENTATIONS, WARRANTIES AND COVENANTS. Each applicable party represents
and warrants to and for the benefit of each other applicable party as of the
date hereof, and shall be deemed to represent and warrant to and for the benefit
of that party as of the date of each Transaction, as follows:

         (i)      PARTY A AND PARTY B REPRESENTATIONS.

                  (A) NO AGENCY. It is entering into this Agreement and each
                  Transaction as principal (and not as agent or in any other
                  capacity, fiduciary or otherwise).

                  (B) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract
                  participant" as that term is defined in Section 1a(12) of the
                  Commodity Exchange Act, as amended."

                                       26
<PAGE>

         (ii)     PARTY B REPRESENTATIONS.

                  (A) GENERAL PARTNER'S AUTHORITY. General Partner is duly
                  authorized to execute and deliver this Agreement, and to enter
                  into Transactions, on Party B's behalf, and unless it has
                  received written notice of termination of such authority,
                  Party A shall be entitled to rely upon any and all
                  instructions or notices received from General Partner with
                  respect to this Agreement or any Transaction, and Party A
                  shall be under no duty to determine whether the giving of any
                  notice or instruction, or the entry into any Transaction
                  (including without limitation its nature and its amount), on
                  behalf of Party B is within the authority of General Partner.

                  (B) COMPLIANCE WITH APPLICABLE INTERNAL POLICIES. Each
                  Transaction entered into under this Agreement will be entered
                  into in accordance with and will at all times comply with
                  applicable internal policies, guidelines or other requirements
                  (including without limitation any investment policy) of Party
                  B (if any, as may be adopted or amended from time to time by
                  Party B) that may affect the due authorization or validity of
                  any Transaction or the Agreement."

(c) RELIANCE ON AUTHORITY. Party A will incur no liability from operating
pursuant to the then current provisions of this Agreement unless and until it
has received written notice of any change in the authority of the General
Partner to act on behalf of Party B, provided, however, that no such change
shall affect the validity of any Transaction entered into prior to such change.

(d) ADDITIONAL NOTIFICATION REQUIREMENTS

(i) NOTICE OF TERMINATION OF GENERAL PARTNER'S RELATIONSHIP; RELIANCE ON
NOTICES. Party B shall notify Party A as soon as reasonably possible in the
event of any change in the General Partner's authority to act on behalf of Party
B or in the event that the General Partner's business relationship with Party B
is terminated; provided, however, that any such change in the General Partner's
authority shall not affect the validity or enforceability of any Transaction
executed by such General Partner prior to Party A's receipt of such notice.
Except as otherwise stated herein, each party shall be entitled to rely upon any
oral or written notices and instructions reasonably believed to be originated
from the other party hereto or its duly authorized agent (including, in the case
of Party B, the General Partner) and shall not incur any liability to the other
party in acting in accordance with such notices and instructions.

(e) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to the
other party on the date on which it enters into a Transaction that (absent a
written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):

         (i)      NON-RELIANCE. It is acting for its own account, and it has
                  made its own independent decisions to enter into that
                  Transaction and as to whether that Transaction is appropriate
                  or proper for it based upon its own judgment and upon advice
                  from such advisers as it has deemed necessary. It is not
                  relying on any communication (written or oral) of the other
                  party as investment advice or as a recommendation to enter
                  into that Transaction; it being understood that information
                  and explanations related to the terms and conditions of a
                  Transaction shall not be considered investment advice or a
                  recommendation to enter into that Transaction. No
                  communication (written or oral) received from the other party
                  shall be deemed to be an assurance or guarantee

                                       27
<PAGE>

                  as to the expected results of that Transaction.

         (ii)     ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
                  merits of and understanding (on its own behalf or through
                  independent professional advice), and understands and accepts
                  the terms, conditions and risks of that Transaction. It is
                  also capable of assuming, and assumes, the risks of that
                  Transaction.

         (iii)    STATUS OF PARTIES. The other party is not acting as a
                  fiduciary for or an adviser to it in respect of that
                  Transaction.

(f) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY TRANSACTION AND ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.

(g) CONSENT TO RECORDING. Each Party (i) consents to the recording of all
telephone conversations between trading, operations and marketing personnel of
the parties and their Affiliates in connection with this Agreement or any
potential Transaction; (ii) agrees to give notice to such personnel of it and
its Affiliates that their calls will be recorded; and (iii) agrees that in any
Proceedings, it will not object to the introduction of such recordings in
evidence on grounds that consent was not properly given.

(h) SCOPE OF AGREEMENT. Upon the effectiveness of this Agreement, unless
otherwise agreed to in writing by the parties to this Agreement with respect to
specific Specified Transactions, all Specified Transactions then outstanding or
any future Specified Transactions between Offices of the parties listed in Part
4(d) shall be subject to the terms hereof, with the exception of repurchase
agreements, reverse repurchase agreements, securities lending agreements,
letters of credit reimbursement obligations and indebtedness for borrowed money,
and each such Specified Transaction shall be a "Transaction" for purposes of
this Agreement.

(i) ISDA DEFINITIONS. The provisions of the 1998 FX and Currency Option
Definitions (as published by the International Swaps and Derivatives
Association, Inc., the Emerging Markets Traders Association and the Foreign
Exchange Committee) (the "1998 FX Definitions") are hereby incorporated in their
entirety and shall (unless, in relation to a particular Transaction, as
otherwise specified in the relevant Confirmation) apply to any FX Transaction or
Currency Option entered into by the parties hereto. In relation to any such FX
Transaction or Currency Option and in the event of any inconsistency between the
provisions of the 1998 FX Definitions and the provisions of the 1992 ISDA FX and
Currency Option Definitions as published by the International Swaps and
Derivatives Association, Inc. (the "1992 FX Definitions"), the 1998 FX
Definitions shall prevail (such 1992 FX Definitions and 1998 FX Definitions
collectively referred to herein as the "FX Definitions").



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<PAGE>

(j) DEFINITIONS. Section 14 is hereby amended to include the following
definitions in their appropriate alphabetical order:

         "CODE" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

         "GENERAL PARTNER" means Buckeye Pipe Line Company."

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


UBS AG                                               BUCKEYE PARTNERS, L.P.
                                                     BY BUCKEYE PIPELINE COMPANY
                                                     ITS SOLE GENERAL PARTNER


By: /s/ Jeffrey Lillien                        By:  /s/ Steven C. Ramsey
    --------------------------------                ----------------------------
Name:    Jeffrey Lillien                       Name:    Steven C. Ramsey
Title:   Director and Counsel                  Title:   Sr. VP Finance and CFO
Date:    10/24/03                              Date:    10/24/03


By:  /s/ Catherine J. du Preez
     -------------------------------
Name:    Catherine J. du Preez
Title:   Director
Date:    10/24/03




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