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                                                                EXHIBIT 10.18




                     AMENDMENT NO. 1 TO SEVERANCE AGREEMENT

(This Amendment was signed in its final form by Stephen C. Muther and Steven C.
Ramsey.)

         This Amendment No. 1 (this "Amendment") to the Severance Agreement (the
"Severance Agreement"), dated as of December 8, 1997, among Buckeye Pipe Line
Company, a Delaware corporation ("BPL"), as the assignee of Buckeye Management
Company, a Delaware corporation ("BMC"), Buckeye Pipe Line Services Company, a
Delaware corporation ("BPLSC") (BPL, BMC and BPLSC are hereinafter collectively
referred to as the "Company"), Glenmoor, Ltd., a Delaware corporation formerly
known as BMC Acquisition Company and the owner of BMC ("Glenmoor"), and
___________ ("__________"), is dated as of December __, 1999.

         WHEREAS, BMC has transferred its general partnership interest in BPLP
to BPL (the "General Partner");

         WHEREAS, _________ serves in an executive capacity for the General
Partner; and

         WHEREAS, the parties believe that a change of control of the General
Partner implicates the same issues as a change of control of BPLP and desire to
amend the Severance Agreement to provide for severance payments to _________
under certain circumstances following a change of control of the General
Partner.

         NOW, THEREFORE, intending to be legally bound, the Severance Agreement
is hereby amended as follows:

         1. All terms used in this Amendment but not otherwise defined in this
Amendment shall have the meaning set forth for such terms in the Severance
Agreement.

         2. Section 1(c) of the Severance Agreement is hereby amended and
restated in its entirety to read as follows:

               (c) "Change of Control" shall be deemed to have taken place upon
               the occurrence of any of the following events:

               (i) any Person, except the Company or any employee benefit plan
               of the Company (or of any Affiliate or Associate, or any Person
               or entity organized, appointed or established by the Company for
               or pursuant to the terms of any such employee benefit plan),
               together with all Affiliates and Associates of such Person, shall
               become the Beneficial Owner, or the holder of proxies, in the
               aggregate of 80% or more of the limited partnership units (the
               "Units") of BPLP then outstanding; provided, however, that no
               "Change of Control" shall be deemed to occur
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               for purposes of clause (i) hereof during any period in which any
               such Person, and its Affiliates and Associates, are bound by the
               terms of a standstill agreement under which such parties have
               agreed not to acquire more than 79% of the Units then outstanding
               or to solicit proxies; or

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

               (iii) if BPLP and the General Partner are combined into a single
               entity (the "Successor"), any Person, except one or more of the
               stockholders of Glenmoor as of the date hereof or any employee
               benefit plan of the Company (or of any Affiliate or Associate or
               any Person or entity organized, appointed or established by the
               Company for or pursuant to the terms of any such employee benefit
               plan), together with all Affiliates and Associates of such
               Person, shall become the Beneficial Owner, or the holder of
               proxies, in the aggregate of 50% or more of the voting equity
               interests of the Successor then outstanding; provided, however,
               that no "Change of Control" shall be deemed to occur for purposes
               of clause (iii) hereof during any period in which any such
               Person, and its Affiliates and Associates, are bound by the terms
               of a standstill agreement under which such parties have agreed
               not to acquire more than 49% of the voting equity interests of
               the Successor then outstanding or to solicit proxies.

         For purposes of this Agreement, the term "Person" shall have the same
meaning as in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); the terms "Affiliate" and "Associate" are used
as defined in Rule 12b-2 of the Exchange Act.

         3. All references in the Severance Agreement to BAC are hereby amended
to refer to Glenmoor and all references to the Company in the Severance
Agreement shall be deemed to include BPL, as well as BMC and BPLP.

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         4. Any provision of the Severance Agreement which is inconsistent with
the provisions of this Amendment shall be deemed amended to effectuate the
intention expressed herein. Except as hereby amended, the Severance Agreement
shall remain unchanged and in full force and effect.

         5. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to the
conflicts of laws principles thereof.

         IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.

                                  BUCKEYE PIPE LINE SERVICES COMPANY


                                  By
                                    ---------------------------------------
                                     Name:
                                     Title:


                                  GLENMOOR, LTD.


                                  By
                                    ---------------------------------------
                                     Name:
                                     Title:

                                  BUCKEYE MANAGEMENT COMPANY


                                  By
                                    ---------------------------------------
                                     Name:
                                     Title:

                                  BUCKEYE PIPE LINE COMPANY


                                  By
                                    ---------------------------------------
                                     Name:
                                     Title:

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