**EXHIBIT  10.30**

**AMENDED AND RESTATED UNITAGREEMENT**

** **

THIS AMENDED AND RESTATED UNIT AGREEMENT (this “Agreement”)is made as of August 9, 2006, by and among Buckeye GP Holdings L.P., a Delawarelimited partnership (the “Partnership”), and Robert B. Wallace (“Executive”).  Certain definitions are set forth in Section5 of this Agreement.

WHEREAS, pursuant to the terms of an Amended &Contribution, Conveyance and Assumption Agreement, dated as of the date hereof(the “Contribution Agreement”), the Partnership shall issue to Executive11,263 Common Units on the terms and subject to the conditions set forth hereinand in the Contribution Agreement;

WHEREAS, in accordance with past practice, Executiveshall continue to be an employee of, and receive benefits through, Buckeye PipeLine Services Company (“Services”).  For purposes of this Agreement, Executive’semployment by, and provision of services to, Services shall be deemed theemployment by, and provision of services to, the Partnership; and

WHEREAS, in consideration of Executive’s continuedemployment by the Partnership or one or more Subsidiaries or Affiliates of thePartnership and the contribution of Class B Units in MainLine L.P., a Delawarelimited partnership (“MainLine”), to the Partnership pursuant to theContribution Agreement, the Partnership shall issue to the Executive, 136,200Management Units in the Partnership to the Executive.

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties to thisAgreement, intending to be legally bound, hereby agree as follows:

1.             Issuance of Executive Units.

## (a)           Upon the closing ofthe transactions contemplated in the Contribution Agreement the Partnershipwill issue 11,263 Common Units and 136,200 Management Units to Executive, inconsideration of the contributions set forth in the Contribution Agreement andExecutive’s continued performance as an employee of the Partnership or one or moreSubsidiaries or Affiliates of the Partnership. The Management Units acquired pursuant to this Section 1(a) shall be subject to the vestingschedule set forth in Section 2below.

## (b)           In connection withthe acquisition of the Executive Units hereunder, Executive represents andwarrants to the Partnership:

(i)            The Executive Units to be acquiredby Executive pursuant to this Agreement will be acquired for Executive’s ownaccount and not with a view to, or intention of, distribution thereof inviolation of the Securities Act, or any applicable state securities laws, andthe Executive Units will not be disposed of in contravention of the SecuritiesAct or any applicable state securities laws.

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### (ii)           Executive is an executive officer ofthe Partnership or a Subsidiary or Affiliate thereof, is sophisticated infinancial matters and is able to evaluate the risks and benefits of decisionsrespecting the investment in the Executive Units.

### (iii)          Executive is able to bear the economicrisk of his investment in the Executive Units for an indefinite period of timebecause the Executive Units have not been registered under the Securities Act,and, therefore, cannot be sold unless subsequently registered under theSecurities Act or an exemption from such registration is available.

### (iv)          Executive has had an opportunity toask questions and receive answers concerning the terms and conditions of theoffering of the Executive Units and has had full access to such otherinformation concerning the Partnership as he, she or it has requested.

### (v)           Executive has received and read acopy of the Partnership Agreement.  ThisAgreement, the Partnership Agreement, the Contribution Agreement and each ofthe other agreements contemplated hereby and thereby constitute the legal,valid and binding obligation of Executive, enforceable in accordance with theirterms, and the execution, delivery and performance of this Agreement, thePartnership Agreement, the Contribution Agreement and the other agreementscontemplated hereby and thereby by Executive do not and will not conflict with,violate or cause a breach of any agreement, contract or instrument to whichExecutive is a party or any judgment, order or decree to which Executive issubject or create any conflict of interest with the Partnership, any Affiliatethereof, or its or their present or former customers.

### (vi)          Executive is a resident of the Stateof New Jersey.

## (c)           As an inducement tothe Partnership to issue the Executive Units to Executive, and as a conditionthereto, Executive acknowledges and agrees that:

### (i)            neither the issuance of theExecutive Units to Executive nor any provision contained herein shall entitleExecutive to remain in the employment of the Partnership and its Subsidiariesor Affiliates or affect the right of the Partnership to terminate Executive’semployment at any time; and

### (ii)           Executive has read and understands Exhibit A attached hereto, setting forthcertain risks associated with Executive’s acquisition of the Executive Units.

## (d)           Upon Executive’sreceipt of Executive Units, Executive will execute and deliver to thePartnership a joinder agreement to the Partnership Agreement in the form of Exhibit B attached hereto.

2.             Vesting of Management Units.

## (a)           70% of theManagement Units shall be vested upon the date hereof.  The remaining 30% of the Management Unitswill become vested in accordance with the following 

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## schedule, ifas of each such date the Executive is still employed by the Partnership or anyof its Subsidiaries or Affiliates:

| Date        | ** ** | **Percentage of Management Units to  be Vested** | ** ** |
|-------------|------------|---------------------------------------------------------------------------|------------|
|        |       |                                                                      |       |
| May 4, 2007 |       | 10                                                                        | %          |
| May 4, 2008 |       | 10                                                                        | %          |
| May 4, 2009 |       | 10                                                                        | %          |
|        |       |                                                                      |       |

If Executive ceases to be employed by the Partnershipor any of its Subsidiaries or Affiliates at any time after the date hereof allvesting shall cease.  If Executive ceasesto be employed by the Partnership or any of its Subsidiaries at or Affiliatesother than on a date set forth above, then a portion of the 10% subject tovesting on the next May 4th will vest, determined on a pro-rata basis according to the number of days thathave elapsed since the prior anniversary date set forth in the table aboveimmediately preceding the date of termination of Executive’s employment.

## (b)           Upon the occurrenceof a Sale of the Partnership, all unvested Management Units, other than anyunvested Management Units with respect to which a Repurchase Notice orSupplemental Repurchase Notice has been delivered to Executive if Executive isno longer employed by the Partnership or any of its Subsidiaries or Affiliatesat such time, shall become vested at the time (and immediately prior to theconsummation) of such event.

## (c)           Common Units and theManagement Units which have become vested pursuant to the above schedules arereferred to herein as “Vested Units,” and all other Executive Units arereferred to herein as “Unvested Units.”

3.             Forfeiture. In the event Executive ceases to be employed by the Partnership or anyof its Subsidiaries or Affiliates for any reason (a “Termination”), anyunvested Management Units shall be forfeited.

4.             Restrictions on Transfer of Executive Units;Registration of Units.

(a)           Retention of Executive Units.  Executive (and any other holder of ExecutiveUnits) shall not Transfer any interest in any Executive Units, except pursuantto, and to the extent otherwise permitted by the Partnership Agreement andapplicable law, and in compliance with the additional restrictions set forth inthis Section 4.

 

## (b)           Additional Restrictions on CertainPermitted Transfers.  Executive mayTransfer Executive Units pursuant only in accordance with the terms of thePartnership Agreement; provided that Executive may only transferunvested Management Units only for estate planning purposes and if thetransferee or transferees of such unvested Management Units shall have agreedin writing to be bound by the terms and conditions of this Agreement (as itrelates to the Management Units) and to execute and deliver to the Partnership(x) an 

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## acknowledgmentthat such prospective transferee shall be bound by the provisions of thisAgreement relating to Executive Units, and (y) an acknowledgment that suchprospective transferee shall be bound by the restrictions and conditions hereinand therein; provided, further, that the additional restrictions setforth in the foregoing proviso shall cease to apply when such unvestedManagement Units become vested.

## (c)           Termination ofAdditional Restrictions.  Theadditional restrictions on the Transfer of Executive Units set forth in this Section4 will terminate on a Sale of thePartnership to the extent not previously terminated in accordance with theterms hereof.

## (d)           Legend.  The certificates representing the ExecutiveUnits, to the extent certificated, will bear a legend in substantially thefollowing form:

“THIS SECURITY HASNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THESECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, INSUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIPSHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER ORSALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).  THIS SECURITY IS SUBJECT TO CERTAINRESTRICTIONS ON TRANSFER SET FORTH IN THE FIRST AMENDED AND RESTATED AGREEMENTOF LIMITED PARTNERSHIP  OF THE PARTNERSHIPDATED AS OF                        ,2006, AS AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITSPRINCIPAL EXECUTIVE OFFICES.”

## (e)           HoldbackAgreement.  Each holder of ExecutiveUnits shall not effect any sale or distribution (including sales pursuant toRule 144 promulgated under the Securities Act) of equity securities of thePartnership or its Subsidiaries, or any securities convertible into orexchangeable or exercisable for such securities, during the period designatedby the managing underwriters before and after any underwritten registeredpublic offering of the Partnership’s or any of its Subsidiaries’ securities,unless the underwriters managing the registered public offering and thePartnership otherwise agree.

## (f)            RegistrationRights Under Partnership Agreement. All holders of Executive Units, to the extent such holders areAffiliates (as defined in the Partnership Agreement), Initial Limited Partners(as defined in the Partnership Agreement) or their transferees, are entitled tothe benefits of Section 7.13 of the Partnership Agreement.

5.             Certain Definitions.

“Affiliate” of any particular person or entitymeans any other person or entity controlling, controlled by or under controlwith such particular person or entity. For purposes of this Agreement, Services is deemed to be an Affiliate ofthe Partnership.

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“Common Units” means the Common Units of thePartnership as defined in the Partnership Agreement.

 “ExecutiveUnits” means all Common Units and Management Units acquired by Executivehereunder and under the Contribution Agreement. “Executive Units” will continue to be Executive Units in the hands ofany holder other than Executive (except for the Partnership and transferees ina Public Sale), and except as otherwise provided herein or in the PartnershipAgreement, each such other holder of Executive Units will succeed to all rightsand obligations attributable to Executive as a holder of Executive Unitshereunder.  Executive Units will alsoinclude units of the Partnership issued with respect to Executive Units by wayof a unit split, dividend, exchange or other recapitalization.  Notwithstanding the foregoing, all UnvestedUnits shall remain Unvested Units after any Transfer thereof, to the extent anyTransfer is permitted hereunder.

“General Partner” means the Partnership’sgeneral partner pursuant to the terms of the Partnership Agreement.

“Management Units” means the Management Unitsof the Partnership as defined in the Partnership Agreement.

“Partnership Agreement” means the Amended andRestated Agreement of Limited Partnership of the Partnership, to be dated as ofthe closing of the Offering (as defined in the Contribution Agreement), a formof which has been delivered to the Executive, as amended from time to time inaccordance with its terms.

“Person” means an individual, a partnership, alimited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization and agovernmental entity or any department, agency or political subdivision thereof.

“Public Offering” means the sale in anunderwritten public offering registered under the Securities Act of any of the Partnership’ssecurities  approved by the GeneralPartner.

“Public Sale” means (i) any sale pursuant to aregistered public offering under the Securities Act or (ii) any sale to thepublic pursuant to Rule 144 promulgated under the Securities Act effected througha broker, dealer or market maker.

“Sale of the Partnership” means the sale of thePartnership to a third party or group of third parties acting in concert,pursuant to which such party or parties acquire (i) all or substantially all ofthe equity securities of the Partnership or (ii) all or substantially all ofthe Partnership’s assets determined on a consolidated basis (in either case,whether by merger, consolidation, recapitalization, transfer of equitysecurities or otherwise); provided that, in any event, the term “Sale ofthe Partnership” shall include Carlyle/Riverstone BPL Holdings II, L.P. (“C/R”)as of the date hereof and its Permitted Transferees (as defined in thepartnership agreement of MainLine as in effect on the date hereof) collectivelyceasing to hold at least 20% of the Common Units held by C/R as of the datehereof; and providedfurther that the term “Sale of thePartnership” shall not include a Public Offering, or any sale of equity or debtsecurities by the Partnership in a private or public offering to otherinvestors selected by the General Partner.

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“Securities Act” means the Securities Act of1933, as amended from time to time.

“Securities and Exchange Commission” shallinclude any successor thereto.

“Subsidiary” means, with respect to any Person,any corporation, limited liability Partnership, partnership, association orother business entity of which (i) if a corporation, a majority of thetotal voting power of shares of stock entitled (without regard to the occurrenceof any contingency) to vote in the election of directors, managers or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, partnership, associationor other business entity (other than a corporation), a majority of thepartnership or other similar ownership interest thereof is at the time owned orcontrolled, directly or indirectly, by any Person or one or more Subsidiariesof that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have amajority ownership interest in a limited liability company, partnership,association or other business entity if such Person or Persons shall beallocated a majority of limited liability company, partnership, association orother business entity gains or losses or shall be or control any generalpartner or other Person or board with authority to direct the management ofsuch limited liability company, partnership, association or other businessentity.  References to a Subsidiary ofany Person shall only be given effect at such times that such Person has one ormore Subsidiaries and, unless otherwise indicated, the term “Subsidiary”refers to a Subsidiary of the Partnership.

“Transfer” means to sell, transfer, assign,pledge or otherwise dispose of (whether with or without consideration andwhether voluntarily or involuntarily or by operation of law).

6.             Notices.  All notices, demands or other communicationsto be given or delivered under or by reason of the provisions of this Agreementshall be in writing and shall be deemed to have been given when (a) deliveredpersonally to the recipient, (b) telecopied to the recipient (with hard copysent to the recipient by reputable overnight courier service (charges prepaid)that same day) if telecopied before 5:00 p.m. Central time on a Business Day,and otherwise on the next Business Day, or (c) one Business Day after beingsent to the recipient by reputable overnight courier service (charges prepaid)or mailed to the recipient by certified or registered mail, return receiptrequested and postage prepaid.  Suchnotices, demands and other communications shall be sent to the Partnership andto the Executive at the address(es) indicated below:
| If to the  Partnership:                                                                                                                      |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                         |   |   |
| 5002 Buckeye  Road                                                                                                                           |   |   |
| Emmaus, PA 18049                                                                                                                             |   |   |
|   Attention:  General  Counsel                                                                                           |   |   |
| Telephone:                                                                                                                                   |   |   |
| Facsimile:                                                                                                                                   |   |   |
|                                                                                                                                         |   |   |
| If to Executive:                                                                                                                             |   |   |
|                                                                                                                                         |   |   |
| [                       ] |   |   |
| [                       ] |   |   |

 

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or to such other address(es) or to the attention ofsuch other person as the recipient party has specified by prior written noticeto the sending party.

7.             General Provisions.

## (a)           Transfers inViolation of Agreement.  Any Transferor attempted Transfer of any Executive Units in violation of any provision ofthis Agreement or the Partnership Agreement shall be void, and the Partnershipshall not record such Transfer on its books or treat any purported transfereeof such Executive Units as the owner of such units for any purpose.

## (b)           Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

## (c)           CompleteAgreement.  This Agreement, thosedocuments expressly referred to herein and other documents of even dateherewith embody the complete agreement and understanding among the parties andsupersede and preempt any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to the subjectmatter hereof in any way.

## (d)           Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

## (e)           Successors andAssigns.  Except as otherwise providedherein, this Agreement shall bind and inure to the benefit of and beenforceable by Executive, the Partnership and their respective successors andassigns (including subsequent holders of Executive Units); provided thatthe rights and obligations of Executive under this Agreement shall not beassignable except (with respect to his interest as a member only) in connectionwith a permitted transfer of Executive Units hereunder.

## (f)            Choice of Law.  All issues and questions concerning theconstruction, validity and interpretation of this Agreement and the exhibitshereto will be governed by and construed in accordance with the internal lawsof the State of Delaware, without giving effect to any choice of law orconflict of law provisions (whether of the State of Delaware, or any otherjurisdictions) that would cause the applications of the laws of anyjurisdiction other than the State of Delaware.

## (g)           Remedies.  Each of the parties to this Agreement will beentitled to enforce its rights under this Agreement specifically, to recoverdamages and costs (including attorney’s fees) caused by any breach of anyprovision of this Agreement and to exercise all other rights existing in itsfavor.  The parties hereto agree andacknowledge that money damages 

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## may not be anadequate remedy for any breach of the provisions of this Agreement and that anyparty may in its sole discretion apply to any court of law or equity ofcompetent jurisdiction (without posting any bond or deposit) for specificperformance and/or other injunctive relief in order to enforce or prevent anyviolations of the provisions of this Agreement.

## (h)           Amendment andWaiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of thePartnership and Executive.

## (i)            No Waiver.  A waiver by any party hereto of any right orremedy hereunder on any one occasion shall not be construed as a bar to anyright or remedy which the Partnership would otherwise have on any futureoccasion.  No failure to exercise nor anydelay in exercising on the part of any party hereto, any right, power orprivilege hereunder shall preclude any other or further exercise thereof or theexercise of any other right, power or privilege.  The rights and remedies herein provided arecumulative and may be exercised singly or concurrently, and are not exclusiveof any rights or remedies provided by law.

## (j)            Offset.  Whenever the Partnership or any of itsSubsidiaries or Affiliates is to pay any sum to Executive or any Affiliate orrelated person thereof, any amounts that such Executive or such Affiliate orrelated person owes to the Partnership or any of its Subsidiaries or Affiliatesmay be deducted from that sum before payment. Whenever Executive or any Affiliate or related person thereof is to payany sum to the Partnership or any of its Subsidiaries or Affiliates, anyamounts that the Partnership or such Subsidiary or Affiliate owes to theExecutive or any of its Affiliates or related person may be deducted from thatsum before payment.

## (k)           Business Days.  If any time period for giving notice ortaking action hereunder expires on a day which is a Saturday, Sunday or holidayin the state in which the Partnership’s chief executive office is located, thetime period shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

## (l)            FurtherAssurances.  Executive shall executeand deliver all documents, provide all information, and take or refrain fromtaking such actions as may be necessary or appropriate to achieve the proposesof this Agreement.

## (m)          Generally AcceptedAccounting Principles; Adjustments of Numbers.  Where any accounting determination orcalculation is required to be made under this Agreement or the exhibits hereto,such determination or calculation (unless otherwise provided) shall be made inaccordance with generally accepted accounting principles, consistently applied,except that if because of a change in generally accepted accounting principlesthe Partnership would have to alter a previously utilized accounting method orpolicy in order to remain in compliance with generally accepted accountingprinciples, such determination or calculation shall continue to be made inaccordance with the Partnership’s previous accounting methods and policies.  All numbers set forth herein which refer tounit prices or amounts will be appropriately adjusted to reflect unit splits,dividends, combinations of units and other recapitalizations affecting thesubject class of membership interests.

## (n)           DescriptiveHeadings; Interpretation.  Thedescriptive headings of this Agreement are inserted for convenience only and donot constitute a substantive part of this 

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## Agreement.  Whenever required by the context, any pronounused in this Agreement shall include the corresponding masculine, feminine orneuter forms, and the singular form of nouns, pronouns and verbs shall includethe plural and vice versa.  The use ofthe word “including” in this Agreement shall be by way of example rather thanby limitation.  Reference to anyagreement, document or instrument means such agreement, document or instrumentas amended or otherwise modified from time to time in accordance with the termsthereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence,no amendment or other modification to any agreement, document or instrumentthat requires the consent of any Person pursuant to the terms of this Agreementor any other agreement will be given effect hereunder unless such Person has consentedin writing to such amendment or modification. The use of the words “or,” “either” and “any” shall not be exclusive.

*           *           *           *           *

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IN WITNESS WHEREOF, the parties hereto have executedthis Unit Agreement on the date first written above.

 
|            |   | **BUCKEYE  GP HOLDINGS L.P.**                                                       |
|------------|--------|-------------------------------------------------------------------------------------|
| ** ** |   | ** **                                                                          |
|       |   | By: MainLine Management LLC,                                                        |
|       |   | its General Partner                                                                 |
|       |   |                                                                                |
|       |   |                                                                                |
|       |   | By:                                                                                 | /s/ Stephen  C. Muther |
|       |   | Name:     Stephen  C. Muther                               |
|       |   | Title:       Senior  Vice President —  |
|       |   | Administration,  General Counsel and                                                |
|       |   | Secretary                                                                           |
|       |   |                                                                                |
|       |   | /s/ Robert B.  Wallace                                                              |
| ** ** |   | **Robert B. Wallace**                                                               |

 

**Signature Page — Amended andRestated Unit Agreement**

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###### **Exhibit A**

###### **RISK FACTORS**

Executive should carefully consider the risk factorsset forth below as well as the other information contained in informationprovided to Executive and the risk factors disclosed in the public filings ofthe Partnership before acquiring the securities offered pursuant to thisAgreement.  Executive should understandthat the risk factors disclosed in the public filings of the Partnershipregarding the Common Units also apply to the Management Units.  The risks described below are not the onlyrisks we face.  Any of the followingrisks or those disclosed in the public filings of the Partnership or BuckeyePartners, L.P. could materially adversely affect our business, financialcondition or results of operations. Additional risks and uncertainties not currently known to us or that wecurrently deem to be immaterial may also materially and adversely affect ourbusiness operations.  In such case,Executives may lose all or part of their original investment.

**There isno public market for Management Units: none of the Executive Units have beenregistered; and there are restrictions on resale of Executive Units.**

No public market currently exists for the ManagementUnits, nor can there be any assurance that a market will develop in theforeseeable future.  The Executive Unitsare being offered as a private placement to a limited number of investors andwill not be registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or the securities laws of any state or foreign jurisdiction, and may notbe sold or transferred without compliance with all applicable federal, state,and foreign securities laws, including first being registered under theSecurities Act or being transferred in another private transaction exempt fromregistration.  Additionally, theAgreement and the Partnership Agreement will impose restrictions on thetransfer of the Executive Units. Executive should be prepared to hold these securities indefinitely andcannot expect to be able to liquidate their investment even in the case of anemergency.  Certificates (if any)evidencing the Executive Units will state that such shares have not beenregistered under the Securities Act of 1933, as amended, and are subject torestrictions on transferability.  Neitherthe Securities and Exchange Commission nor any state or foreign securitiescommission has reviewed or passed upon the accuracy or adequacy of anyinformation being provided to Executive or the merits of the issuance describedin the Agreement.

**Apercentage of the Management Units you will acquire will be subject to vesting.**

A percentage of the Management Units will be subjectto vesting and forfeiture on the date that you shall cease to be an employeefor any reason.  In particular,Management Units that have not vested will be forfeited after the date that youshall cease to be an employee for any reason.

**The ExecutiveUnits may be diluted by future issuances of equity securities by thePartnership.**

The Partnership may from time to time offer additionalequity securities to existing Partners or to third parties, thereby dilutingthe interest of existing Partners in their investments.  Although any such new equityholders may berequired to make capital contributions to acquire

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such equity, there can be no assurance that thiscontribution will reflect the fair value of the Partnership at the time of suchcontributions.  Executives will not havea preemptive right with respect to their holdings of  Executive Units.

**Executive may face tax issues as a result oftheir investment.**

Upon conversion of Management Units into Common Unitspursuant to the terms of the Partnership Agreement, Executive will be allocateda sufficient amount of the Partnership’s income in order to bring the Executive’scapital account in respect of the converted Management Units to the same levelas all other Common Units.  Executive maybe required to pay taxes on the allocated income.  Executive should consult with Executive’s owntax advisor.

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###### **Exhibit B**

###### **FORM OF JOINDER AGREEMENT**

Effective upon the execution hereof and the closing ofthe Offering, the undersigned hereby agrees to become a party to that certainLimited Partnership Agreement of Buckeye GP Holdings L.P., a Delaware limitedpartnership, dated as of the closing of the Offering, as amended from time totime, by and among each of the partners from time to time a party thereto (the “LimitedPartnership Agreement”).  Theundersigned, by executing this joinder agreement, shall be entitled to all ofthe rights and subject to all of the obligations of a Limited Partner, to theextent of the undersigned’s ownership of Common Units and Management Unitsunder the Limited Partnership Agreement.
| Date:                                    ,  2006 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                            | Robert B. Wallace |
|                                                                                                                                                                                                                                 |  |  |

 

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