**EXHIBIT10.29**

**BENEFITSCONTINUATION AGREEMENT**

This BenefitsContinuation Agreement (“Agreement”), dated as of January 1, 2004, betweenGlenmoor, Ltd., a Delaware corporation formerly known as BMC AcquisitionCompany (“Glenmoor”), and William H. Shea, Jr. (“Shea”).

WHEREAS, Shea isan executive of Glenmoor and serves in executive capacities for Buckeye PipeLine Company, a Delaware corporation (“BPL”), Buckeye Management Company, aDelaware corporation (“BMC”), and Buckeye Pipe Line Services Company, a Pennsylvaniacorporation (“BPLSC”), all of which are affiliates of Glenmoor (all of suchentities are collectively referred to as the “Company”);

WHEREAS, BPL isthe general partner of Buckeye Partners, L.P., a Delaware limited partnership (“BPLP”);

WHEREAS, the Boardof Directors of Glenmoor recognizes that the departure or distraction of keymanagement personnel would be detrimental to the business of Glenmoor, BPL, BMCand BPLSC and has determined that appropriate steps should be taken to furtherreinforce and encourage the continued attention and dedication of Shea to hisexecutive duties to Glenmoor, BPL, BMC and BPLSC.

NOW, THEREFORE, inconsideration of the foregoing, the mutual covenants and agreements hereinafterset forth, and intending to be legally bound hereby, the parties hereto agreeas follows:

1.             Benefits Continuation.

(a)           If Shea’s employment by Glenmoor,BPL, BMC and/or BPLSC shall be terminated at any time within two yearsfollowing a Change in Control (as hereinafter defined), regardless of whethersuch termination is characterized as voluntary or involuntary, Shea shall beentitled to continued coverage for a period of 36 months after his employmenttermination date (“Termination Date”) under the medical and dental benefits anddisability insurance plans and policies at the same level of coverage (andrequired employee contributions, if any) that Shea was receiving at the time ofhis termination, subject to the Company’s right to make changes in such plansand policies for all of its executive level employees generally, and furthersubject to the Company’s right to provide Shea with cash, on a tax equivalentbasis, such that Shea is able to purchase comparable coverage on his own;provided, however, that this obligation of the Company shall cease upon Shea’sobtaining new employment that provides Shea with eligibility for medical anddental benefits and disability insurance without a preexisting conditionlimitation; and provided, further, that such extended coverage shall be inaddition to and not a substitute for Shea’s COBRA rights which shall apply atthe end of such extended coverage.

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(b)           As used herein, the term “Change ofControl” shall be deemed to have taken place upon the occurrence of any of thefollowing events:

(i)            any Person, except the Company orany employee benefit plan of the Company (or of any Affiliate or Associate, orany Person or entity organized, appointed or established by the Company for orpursuant to the terms of any such employee benefit plan), together with all Affiliatesand Associates of such Person, shall become the Beneficial Owner, or the holderof proxies, in the aggregate of 80% or more of the limited partnership units(the “Units”) of BPLP then outstanding; provided, however, that no “Change ofControl” shall be deemed to occur for purposes of clause (i) hereof during anyperiod in which any such Person, and its Affiliates and Associates, are boundby the terms of a standstill agreement under which such parties have agreed notto acquire more than 79% of the Units then outstanding or to solicit proxies;or

(ii)           any Person, except one or more of thestockholders of Glenmoor as of the date hereof or any employee benefit plan ofthe Company (or of any Affiliate or Associate or any Person or entityorganized, appointed or established by the Company for or pursuant to the termsof any such employee benefit plan), together with all Affiliates and Associatesof such Person, shall become the Beneficial Owner, or the holder of proxies, inthe aggregate of 51% or more of the general partnership interests of BPLP; or

(iii)          if BPLP and the General Partner arecombined into a single entity (the “Successor”), any Person, except one or moreof the stockholders of Glenmoor as of the date hereof or any employee benefitplan of the Company (or of any Affiliate or Associate or any Person or entityorganized, appointed or established by the Company for or pursuant to the termsof any such employee benefit plan), together with all Affiliates and Associatesof such Person, shall become the Beneficial Owner, or the holder of proxies, inthe aggregate of 50% or more of the voting equity interests of the Successorthen outstanding; provided, however, that no “Change of Control” shall bedeemed to occur for purposes of clause (iii) hereof during any period in whichany such Person, and its Affiliates and Associates, are bound by the terms of astandstill agreement under which such parties have agreed not to acquire morethan 49% of the voting equity interests of the Successor then outstanding or tosolicit proxies.

For purposes ofthis Agreement, the term “Person” shall have the same meaning as in Sections13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); the terms “Affiliate” and “Associate” are used as defined in Rule 12b-2of the Exchange Act.

2.             Other Payments.  The payment due under Section 1 hereof shallbe in addition to and not in lieu of any payments or benefits accrued for Sheathrough his Termination Date under any other plan, policy or program of theCompany except that no payments shall be due to Shea under the Company’s thenseverance pay plan for employees.

3.             Enforcement.

(a)           In the event that Glenmoor shall failor refuse to make payment of any amounts due to Shea under Section 1 hereof withinthe respective time periods provided 

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therein, Glenmoor shallpay to an escrow agent, who shall invest such sum with interest to be paid tothe prevailing party, any amount remaining unpaid under Section 1.  In such event, the parties shall then engagein arbitration in the City of Philadelphia, Pennsylvania in accordance with theNational Rules for the Resolution of Employment Disputes then in effect of theAmerican Arbitration Association, before a panel of three arbitrators, one ofwhom shall be selected by Glenmoor and one by Shea, and the third of whom shallbe selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding andnonappealable and judgment may be entered thereon by either party in accordancewith applicable law in any court of competent jurisdiction.  This arbitration provision shall bespecifically enforceable.  Thearbitrators shall have no authority to modify any provision of this Agreementor to award a remedy for a dispute involving this Agreement other than abenefit specifically provided under or by virtue of the Agreement.  If Shea prevails on at least one materialissue which is the subject of such arbitration, Glenmoor shall be responsiblefor all of the fees of the American Arbitration Association and the arbitratorsand any expenses relating to the conduct of the arbitration (includingreasonable attorneys’ fees and expenses). Otherwise, each party shall be responsible for his or its own expensesrelating to the conduct of the arbitration (including reasonable attorneys’fees and expenses) and shall equally share the fees of the American ArbitrationAssociation.

(b)           In the event that an arbitrationunder paragraph (a) takes place following a Change of Control, Glenmoor shallpay Shea on demand the amount necessary to reimburse Shea in full for allreasonable expenses (including all attorneys’ fees and legal expenses) incurredby Shea in enforcing any of the obligations of Glenmoor under this Agreementsubject to Shea’s duty to repay such sums to Glenmoor in the event that he doesnot prevail on any material issue which is the subject of such arbitration.

4.             No Mitigation.  Shea shall not be required to mitigate theamount of any payment or benefit provided for in this Agreement by seeking otheremployment or otherwise, nor shall the amount of any payment or benefitprovided for herein be reduced by any compensation earned by other employmentor otherwise.

5.             Non-exclusivity of Rights.  Nothing in this Agreement shall prevent orlimit Shea’s continuing or future participation in or rights under any benefit,bonus, incentive or other plan or program provided by the Company and for whichShea may qualify, from the date hereof through the Termination Date; provided,however, that Shea hereby waives Shea’s right to receive any payments under anyseverance pay plan or similar program applicable to other employees of theCompany.

6.             No Set-Off.  Glenmoor’s obligation to make the paymentsprovided for in this Agreement and otherwise to perform its obligationshereunder shall not be affected by any circumstances, including, withoutlimitation, any set-off, counterclaim, recoupment, defense or other rightwhich Glenmoor may have against Shea or others.

7.             Taxes.  Any payment required under this Agreementshall be subject to all requirements of the law with regard to the withholdingof taxes, filing, making of reports and the like, and Glenmoor shall use itsbest efforts to satisfy promptly all such requirements.

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8.             Successor Company.  Glenmoor shall require any successor orsuccessors (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets ofGlenmoor, by agreement in form and substance satisfactory to Shea, toacknowledge expressly that this Agreement is binding upon and enforceableagainst Glenmoor in accordance with the terms hereof, and to become jointly andseverally obligated with Glenmoor to perform this Agreement in the same mannerand to the same extent that Glenmoor would be required to perform if no suchsuccession or successions had taken place. Failure of Glenmoor to obtain such agreement prior to the effectivenessof any such succession shall be a breach of this Agreement.  As used in this Agreement, Glenmoor shallmean Glenmoor as hereinbefore defined and any such successor or successors toits business and/or assets, jointly and severally.

9.             Notice.  All notices and other communications requiredor permitted hereunder or necessary or convenient in connection herewith shallbe in writing and shall be delivered personally or mailed by registered orcertified mail, return receipt requested, or by overnight express courierservice, as follows:
| If to Glenmoor, to:                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |
|                                                                                                                       |
| Glenmoor, Ltd.                                                                                                             |
| 5 Radnor Corporate Center, Suite 500                                                                                       |
| Radnor, PA 19087                                                                                                           |
| Attention: Chairman                                                                                                        |
|                                                                                                                       |
| If to Shea, to:                                                                                                            |
|                                                                                                                       |
| [                    ] |
| [                    ] |

 

or to such other names oraddresses as Glenmoor or Shea, as the case may be, shall designate by notice tothe other party hereto in the manner specified in this Section.  Any such notice shall be deemed delivered andeffective when received in the case of personal delivery, five days afterdeposit, postage prepaid, with the U.S. Postal Service in the case ofregistered or certified mail, or on the next business day in the case ofovernight express courier service.

10.           Governing Law.  This Agreement shall be governed by andinterpreted under the laws of the State of Delaware, without giving effect toany conflict of laws provisions.

11.           Contents of Agreement, Amendmentand Assignment.

(a)           This Agreement supersedes all prioragreements, sets forth the entire understanding between the parties hereto withrespect to the subject matter hereof and cannot be changed, modified, extendedor terminated except upon written amendment executed by Shea and Glenmoor.  The provisions of this Agreement may providefor payments to Shea under certain compensation or bonus plans undercircumstances where such plans would not provide for payment thereof.  It is the specific intention of the partiesthat the provisions of this Agreement shall supersede any provisions to thecontrary in such plans, and such plans shall be 

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deemed to have beenamended to correspond with this Agreement without further action by Glenmoor.

(b)           Nothing in this Agreement shall beconstrued as giving Shea any right to be retained in the employ of the Company.

(c)           All of the terms and provisions ofthis Agreement shall be binding upon and inure to the benefit of and be enforceableby the respective heirs, representatives, successors and assigns of the partieshereto.

12.           Severability.  If any provision of this Agreement orapplication thereof to anyone or under any circumstances shall be determined tobe invalid or unenforceable, such invalidity or unenforceability shall notaffect any other provisions or applications of this Agreement which can begiven effect without the invalid or unenforceable provision or application.

13.           Remedies Cumulative; No Waiver.  No right conferred upon Shea by thisAgreement is intended to be exclusive of any other right or remedy, and eachand every such right or remedy shall be cumulative and shall be in addition toany other right or remedy given hereunder or now or hereafter existing at lawor in equity.  No delay or omission byShea in exercising any right, remedy or power hereunder or existing at law orin equity shall be construed as a waiver thereof.

14.           Miscellaneous.  All section headings are for convenienceonly.  This Agreement may be executed inseveral counterparts, each of which is an original.  It shall not be necessary in making proof ofthis Agreement or any counterpart hereof to produce or account for any of theother counterparts.

INWITNESS WHEREOF, the undersigned, intending to be legally bound, have executedthis Agreement as of the date first above written.
| ATTEST:              |   | GLENMOOR, LTD.                 |
|----------------------|--------|--------------------------------|
|                 |   |                           |
|                 |   |                           |
| /s/ David Martinelli |   | By                             | /s/ Stephen  C. Muther |
| Witness              |   | Name: Stephen C. Muther        |
|                 |   | Title: SVP and General Counsel |
|                 |   |                           |
|                 |   |                           |
| /s/ David Martinelli |   | /s/ William  H. Shea, Jr.      |
| Witness              |   | William H. Shea, Jr.           |

 

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