Buckeye Partners, L.P.

Master Limited Partner Conference

February 2005

Forward Looking StatementsForward Looking Statements

This presentation may include forwardThis presentation may include forward--looking statements within the looking statements within the meaning of Section 27A of the Securities Act of 1933 and Sectionmeaning of Section 27A of the Securities Act of 1933 and Section 21E 21E of the Securities Exchange Act of 1934 that the General Partner of the Securities Exchange Act of 1934 that the General Partner of of the Partnership believes to be reasonable as of the date hereof.the Partnership believes to be reasonable as of the date hereof.Actual results may differ significantly because of risks and Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which aruncertainties that are difficult to predict and many of which are e beyond the control of the Partnership. In this regard, please rbeyond the control of the Partnership. In this regard, please refer to efer to the risk factors set forth in the Partnership's most recently fithe risk factors set forth in the Partnership's most recently filed Form led Form 10Q and Form 10K and in the Prospectus and the Prospectus 10Q and Form 10K and in the Prospectus and the Prospectus Supplement associated with the offering.Supplement associated with the offering.

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Overview of Buckeye Partners, L.P.Overview of Buckeye Partners, L.P.Buckeye is a publicly traded master limited partnership (NYSE:BPBuckeye is a publicly traded master limited partnership (NYSE:BPL) L) whose principal line of business is the transportation, whose principal line of business is the transportation, terminallingterminalling and and storage of refined petroleum products in the U.S.storage of refined petroleum products in the U.S.•• One of the largest independent refined petroleum products pipeliOne of the largest independent refined petroleum products pipeline ne

systems in the U.S., with approximately 4,500 miles of pipeline systems in the U.S., with approximately 4,500 miles of pipeline serving 13 statesserving 13 states

•• Owns and operates 38 refined petroleum product terminals with anOwns and operates 38 refined petroleum product terminals with anaggregate storage capacity of approximately 15.4 million barrelsaggregate storage capacity of approximately 15.4 million barrels

•• Customers include major integrated oil companies, large refined Customers include major integrated oil companies, large refined products marketing companies and major endproducts marketing companies and major end--users of petroleum users of petroleum productsproducts

Current enterprise value of approximately $2.3 billionCurrent enterprise value of approximately $2.3 billionRated BBB+ / Baa2 by S&P and Rated BBB+ / Baa2 by S&P and MoodysMoodys

3

HarrisburgPittsburgh

Flint

Columbus

New Haven

Springfield

Binghamton

Rochester

Toledo

Detroit

Lima

Chicago

Indianapolis

South Bend

Syracuse

Philadelphia

AllentownNew York

Cleveland

Bay City

Buckeye Owned Pipe Lines – 9/30/04

Peoria

Buffalo

Proposed ExxonMobil Acquisition

Terminals on Buckeye System

Off System Terminals

Wood River Pipeline LLC (Shell)

Rockford

Paducah

Cincinnati

Dayton

Robinson

Mt. Vernon

St. Louis

Strategically Located Asset Base

4

Partnership HistoryPartnership History1886 1886 –– Initial operation as crude oil distribution system for StandardInitial operation as crude oil distribution system for Standard OilOil

1964 1964 –– Purchased by Pennsylvania Railroad (Penn Central)Purchased by Pennsylvania Railroad (Penn Central)

1986 1986 –– Began trading on NYSE as first MLP IPOBegan trading on NYSE as first MLP IPO

1996 1996 –– Purchase of GP interest by management, facilitated by a Purchase of GP interest by management, facilitated by a leveraged ESOPleveraged ESOP

May 2004 May 2004 –– Purchase of GP interest by Carlyle/Riverstone Global Purchase of GP interest by Carlyle/Riverstone Global Energy and Power Fund II, L.P. Energy and Power Fund II, L.P.

October 2004 October 2004 –– Purchased Midwest pipelines and terminals from Shell Purchased Midwest pipelines and terminals from Shell for $517 millionfor $517 million

January 2005 January 2005 –– Announced agreement to acquire northeast pipeline Announced agreement to acquire northeast pipeline system and associated terminals from system and associated terminals from ExxonMobilExxonMobil for $180 millionfor $180 million

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92% LP Interest92% LP Interest

Employee Stock Employee Stock Ownership PlanOwnership Plan

7% LP Interest7% LP Interest

1% GP Interest1% GP Interest

99% LP Interest99% LP Interest

Carlyle/Riverstone Carlyle/Riverstone and its Affiliatesand its Affiliates

Senior Senior ManagementManagement

1% GP Interest1% GP Interest

Buckeye GP LLCBuckeye GP LLC Buckeye Partners, L.P. Buckeye Partners, L.P. (NYSE: BPL)(NYSE: BPL)

100%100%

100%100%

Buckeye Pipe Buckeye Pipe Line Company, Line Company,

L.P.L.P.

Laurel Pipe Line Laurel Pipe Line Company, L.P.Company, L.P.

Everglades Pipe Everglades Pipe Line Company, Line Company,

L.P.L.P.

Buckeye Pipe Buckeye Pipe Line Holdings, Line Holdings,

L.P.L.P.

Wood RiverWood RiverPipe Lines LLCPipe Lines LLC

Buckeye Pipe Line Buckeye Pipe Line Services Services CompanyCompany

2.4 million Units2.4 million Units

100% Membership100% MembershipInterestInterest

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Organizational Structure

MainLineMainLine Sub LLCSub LLC

MainLineMainLine L.P.L.P.

Public UnitholdersPublic Unitholders32.9 million Units32.9 million Units

100%100%

Key Investment Considerations

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High quality, strategically located asset baseHigh quality, strategically located asset base•• Located in areas with high demand and tight supplyLocated in areas with high demand and tight supply•• Ability to take advantage of product imports in NY harborAbility to take advantage of product imports in NY harborPredictable and stable feePredictable and stable fee--based businessbased business•• Demonstrated consistency in product volume and mixDemonstrated consistency in product volume and mix•• Supply geographically diverse endSupply geographically diverse end--markets from multiple source markets from multiple source

pointspoints•• Limited commodity price exposureLimited commodity price exposureFocus on continued growth consistent with risk profileFocus on continued growth consistent with risk profile•• Shell and recently announced Shell and recently announced ExxonMobilExxonMobil pipeline and terminal pipeline and terminal

acquisitions highly complementary to existing operationsacquisitions highly complementary to existing operationsAlignment of employee and management interests with those of Alignment of employee and management interests with those of unitholdersunitholdersStrong investment grade credit metricsStrong investment grade credit metrics

Buckeye Business StrategyBuckeye Business StrategyOwn and operate highOwn and operate high--quality logistics assetsquality logistics assetsIncrease throughput on pipelines and terminals that have additioIncrease throughput on pipelines and terminals that have additional nal capacitycapacityExpand existing pipelines and terminals to facilitate customer Expand existing pipelines and terminals to facilitate customer generated growthgenerated growthMaintain and enhance the integrity of our pipelines and terminalMaintain and enhance the integrity of our pipelines and terminalssFocus on customer serviceFocus on customer servicePursue accretive acquisition opportunitiesPursue accretive acquisition opportunities•• ComplementaryComplementary•• Strategic, including entry into attractive new marketsStrategic, including entry into attractive new markets

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Business Overview – Product Pipelines

77% of 2004 revenuesApproximately 4,500 miles of pipeline with 90 delivery pointsGeographically diverse operations in 13 statesLimited commodity price exposure90 customers – major integrated oil companies or large refined product marketing companiesTransported an average of over 1.2 million barrels per day during 2004

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Business Overview – Terminals & Storage

13% of 2004 revenuesOwns and operates 38 terminals located in IL, IN, MA, MI, MO, NY, OH and PAAggregate storage capacity of approximately 15.4 million barrels

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HarrisburgPittsburgh

Flint

Columbus

New Haven

Springfield

Binghamton

Rochester

Toledo

Detroit

Lima

Chicago

Indianapolis

South Bend

Syracuse

Philadelphia

AllentownNew York

Cleveland

Bay City

Buckeye Owned Pipe Lines – 9/30/04

Peoria

Buffalo

Proposed ExxonMobil Acquisition

Terminals on Buckeye System

Off System Terminals

Wood River Pipeline LLC (Shell)

Rockford

Paducah

Cincinnati

Dayton

Robinson

Mt. Vernon

St. Louis

Strategically Located Asset Base

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Business Overview – Contract Services

10% of 2004 revenuesOperates approximately 1,300 miles of pipeline owned by major petrochemical companies in Texas and LouisianaEight operations and maintenance contracts in placeOwns 63% of a 90-mile pipeline under a long-term lease with a petrochemical company

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Pipeline Operating StatisticsSteady, predictable transported volumes

438 449 459 444 443 458 504 526 507 498 508 519 532 527 541 556 579 609

227 233 231 239 219 228234 236 244 245 255 257 266 271 260 251 249

273212 217 219 207 193205

223246 235 239 239 230 240 249 267 265

285293

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

Thou

sand

s of

Bar

rels

Tra

nspo

rted

per

Day

Gasoline Jet Fuels Middle Distillates Other

891891 914914 925925 907907 871871

1,0291,029 1,0101,010 1,0071,007 1,0241,024 1,0311,031 1,0561,056

913913

1,0621,062 1,0901,090 1,1011,1011,1361,136

1,2011,201

981981

CAGR 1.8%

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Internal Development ProjectsInternal Development ProjectsIn addition to pursuing growth through acquisitions, Buckeye incIn addition to pursuing growth through acquisitions, Buckeye increases reases revenues through internal development projectsrevenues through internal development projects

•• Consistently develop $10 to $20 million in internal growth projeConsistently develop $10 to $20 million in internal growth projects cts annuallyannually

•• Internal growth projects typically include pipeline connections Internal growth projects typically include pipeline connections and and expansions and new terminal constructionexpansions and new terminal construction

•• Internal growth projects are generally expected to produce returInternal growth projects are generally expected to produce returns in ns in in the 15% to 20% rangein the 15% to 20% range

During 2004, Buckeye invested approximately $40 million in interDuring 2004, Buckeye invested approximately $40 million in internal nal growth projectsgrowth projects

•• Laurel pipeline capacity expansionLaurel pipeline capacity expansion

•• Memphis airport pipeline and terminal facilitiesMemphis airport pipeline and terminal facilities

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CustomersCustomersApproximately 90 customersApproximately 90 customersMajor integrated oil companies, large refined product marketing Major integrated oil companies, large refined product marketing companies, and airlinescompanies, and airlines20 largest customers accounted for 61% of 2004 consolidated 20 largest customers accounted for 61% of 2004 consolidated revenuesrevenues

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ExxonMobilExxonMobil Acquisition Acquisition OverviewOverview

ExxonMobil Asset AcquisitionOn January 21, 2005, the Partnership agreed to acquire a major refined petroleum products system consisting of approximately 478.2 miles of pipeline and associated terminal assets from ExxonMobil for $180 millionThe pipeline system delivers refined products from the Valero refinery in Paulsboro, NJ to destinations in PA and NYThis acquisition will significantly expand the Partnership’s presence in its core northeastern US market area• A planned connection with the Buckeye pipeline system will provide

Paulsboro origin shippers with access to additional delivery pointsThe acquisition is expected to close in the first half of 2005, subject to customary closing conditions

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Buckeye Pipe Line

Proposed ExxonMobil Acquisition

HarrisburgPittsburgh

Binghamton

Rochester

Syracuse

Philadelphia

Allentown

New York

Buffalo

Product Terminals

Strategic Value of Acquisition

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Financial OverviewFinancial Overview

Financial PoliciesFinancial PoliciesPrudently grow distributions to unitholders based on increases iPrudently grow distributions to unitholders based on increases in n sustainable cash flowsustainable cash flow

Maintain strong financial flexibilityMaintain strong financial flexibility

•• New $400mm 5New $400mm 5--year credit facility closed in August 2004year credit facility closed in August 2004

Commitment to maintain a strong investment grade credit ratingCommitment to maintain a strong investment grade credit rating

Discretionary capital spending programDiscretionary capital spending program

Improve cash distribution payout ratioImprove cash distribution payout ratio

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Proven Cash Flow Stability

$2.45$2.54

$2.64

$1.72

$2.10$2.18

$2.40$2.50

$1.50$1.40$1.40$1.30

$1.30$1.30$1.30$1.23$1.13$1.10

$0

$50

$100

$150

$200

$250

$300

$350

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

Reve

nues

/ E

BITD

A ($

in m

illio

ns)

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

$2.00

$2.25

$2.50

$2.75

Ann

ual D

istri

butio

n pe

r Un

it

Revenue EBITDA

RevenueRevenue 2.0%2.0% 7.4%7.4%EBITDAEBITDA 0.4%0.4% 8.2%8.2%LP Unit Dist.LP Unit Dist. 3.5%3.5% 7.3%7.3%

CAGRCAGR19871987--19961996 19961996--20042004

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Financial Summary

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($ in millions)2001 2001 2003 2004

Total revenue $ 232.4 $ 247.3 $ 272.9 $ 323.5

Costs and expensesOperating expenses 102.0 110.7 126.2 158.3 Depreciation and amortization 20.0 20.7 22.6 26.0 General and administrative expenses 12.1 13.6 14.9 17.1

Total costs and expenses 134.1 145.0 163.6 201.4

Operating income 98.3 102.4 109.3 122.1

Other income / (expenses)Investment income 1.5 2.0 3.6 6.0 Interest and debt expense (18.9) (20.5) (22.8) (27.6) Premium paid on retirement of debt - - (45.5) - GP incentive compensation (10.3) (10.8) (11.9) (14.0) Minority interests and other (1.3) (1.1) (2.7) (3.6)

Total other income / (expenses) (29.0) (30.5) (79.2) (39.2)

Net income $ 69.4 $ 71.9 $ 30.1 $ 82.9

FYE December 31,

Partnership Capital StructurePro forma for the Shell acquisition and subsequent financings including the February 2005 equity offering of 1.1 million common units

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Pro Forma for Pro Forma AsShell Adjusted for

Acquisition & Feb. 2005($ in millions) Actual Financing Equity Offering

Cash and cash equivalents $ 20.8 $ 20.8 $ 20.8

Long-term debt4.625% Notes due June 15, 2013 $ 300.0 $ 300.0 $ 300.05.300% Notes due October 15, 2014 - 275.0 275.0 6.750% Notes due August 15, 2033 150.0 150.0 150.0 Revolving credit facility 60.0 54.8 7.2 Less: unamortized discount (2.0) (2.8) (2.8) Adjustment to fair value associated with hedge 1.8 1.8 1.8

Total long-term debt 509.8 778.8 731.2

Total partners' capital 383.0 606.1 653.7

Total capitalization $ 892.8 $ 1,384.9 $ 1,384.9

Total debt / total capitalization 57.1% 56.2% 52.8%

As of September 30, 2004

Low Cost of CapitalLow Cost of CapitalBuckeye’s incentive distribution structure effectively caps the Buckeye’s incentive distribution structure effectively caps the general general partner’s split at 32% of incremental cash flowpartner’s split at 32% of incremental cash flow

•• Buckeye general partner’s right to incentive compensation is lowBuckeye general partner’s right to incentive compensation is lower er than many peer pipeline than many peer pipeline MLPsMLPs and contributes to our low cost of and contributes to our low cost of capitalcapital

Strong credit metrics Strong credit metrics –– BBB+ from S&P and Baa2 from Moody’sBBB+ from S&P and Baa2 from Moody’s

Low cost of capital enhances future growth prospectsLow cost of capital enhances future growth prospects

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Key Investment Considerations

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High quality, strategically located asset baseHigh quality, strategically located asset base•• Located in areas with high demand and tight supplyLocated in areas with high demand and tight supply•• Ability to take advantage of product imports in NY harborAbility to take advantage of product imports in NY harborPredictable and stable feePredictable and stable fee--based businessbased business•• Demonstrated consistency in product volume and mixDemonstrated consistency in product volume and mixSupply geographically diverse endSupply geographically diverse end--markets from multiple source markets from multiple source pointspointsLimited commodity price exposureLimited commodity price exposureFocus on continued growth consistent with risk profileFocus on continued growth consistent with risk profile•• Shell and recently announced Shell and recently announced ExxonMobilExxonMobil pipeline and terminal pipeline and terminal

acquisitions highly complementary to existing operationsacquisitions highly complementary to existing operationsAlignment of employee and management interests with those of Alignment of employee and management interests with those of unitholdersunitholdersStrong investment grade credit metricsStrong investment grade credit metrics

Questions & Answers

Buckeye Partners, L.P.