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Corporate Governance Guidelines

Adopted by the Board of Directors of BreitBurn GP, LLC on October 9, 2006
as Amended and Restated on February 28, 2007 and October 28, 2008


The business and affairs of BreitBurn Energy Partners L.P. (the "Partnership") and BreitBurn GP, LLC (the "General Partner") are managed under the oversight of the General Partner's Board of Directors (the "Board") in accordance with the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"). The Delaware Act provides that Delaware limited partnerships may, in their partnership agreements, modify, restrict or expand the fiduciary duties otherwise owed by a general partner or its affiliates to limited partners and the partnership. The limited partnership agreement of the Partnership (the "Limited Partnership Agreement") provides that whenever the General Partner takes any action, or any of its affiliates causes it to do so, in its capacity as the general partner of the Partnership, the General Partner, or such affiliates, shall take or decline to take such action in good faith and shall not be subject to any different standards imposed by any agreement or under the Delaware Act or other law.

The following guidelines have been adopted by the Board to establish ethical governance standards for the General Partner and the Partnership. The guidelines are subject to modification from time to time by the Board as the Board may deem appropriate in the best interests of the Partnership and its unitholders or as required by applicable laws and regulations. Other documents that direct the General Partner's and the Partnership's governance include the Limited Partnership Agreement, the Partnership's and the General Partner's Code of Business Conduct, Code of Ethics for Chief Executive Officers and Senior Officers, the charters of its Board committees and the General Partner's Limited Liability Company Agreement, each as amended from time to time.

As a limited partnership, the Partnership is excluded from the requirements of the NASDAQ Stock Market that there be a majority of independent directors on the Board and that the Board have nominating/corporate governance and compensation committees, although the Board has elected to establish a Compensation and Governance Committee (the "Compensation and Governance Committee").

  1. Composition

    1. Directors and Chairman

      Each member of the Board shall serve until his or her successor is duly appointed by the Board or elected by the Limited Partners. The Board shall appoint a chairman (the "Chairman") from among the directors who comprise the Board.

      The Chairman acts as Chair of all meetings of the Board and any meetings of the holders of equity securities of the Partnership. When the Chairman is unavailable, an alternate chairman shall be chosen by the directors from among the directors present at the meeting. The Chairman is responsible for ensuring that the Board's agenda enables the Board to successfully carry out its duties.


    2. Committees

      In addition to any other committees (including special committees) which the Board may in its discretion constitute from time to time, the Board shall have the following standing committees: the Audit Committee; and the Compensation and Governance Committee.

      Certain of the responsibilities of the Board may be delegated to these or other committees of the Board. The composition and responsibilities of these standing committees and any other standing committees of the Board will be as set forth in their charter, as amended from time to time.

      Committee members shall be appointed by the Board. The Compensation and Governance Committee shall provide the Board with its recommendation for filling any vacancies on any committees. The chair of each committee may be designated by the Board or, failing that, by the members of the particular committee. At each meeting of the Board, the chair of each committee (or such committee member as the chair may designate) shall report the results of meetings and reviews undertaken and any associated recommendations.

  2. Board Membership Nomination and Evaluation

    The Board has delegated the responsibility of recommending new director nominees to the Compensation and Governance Committee. The Compensation and Governance Committee shall, among other things, be responsible for recommending director candidates to the full Board. The Compensation and Governance Committee will recommend new candidates according to its policies and principles established pursuant to its charter. The Compensation and Governance Committee will also provide an orientation program for new directors.

    In addition, the Compensation and Governance Committee shall ensure that there is a process in place for annually evaluating the effectiveness and contribution of the Board, individual directors and the committees of the Board (based on the applicable charter).


  3. Communication

    To ensure that the Partnership has in place policies and programs that enable the Partnership to communicate effectively and in a timely manner with its unitholders, other stakeholders, analysts and the public generally, the Board has adopted a Disclosure Policy of the Partnership and the General Partner. The Disclosure Committee established under the Disclosure Policy will report annually to the Compensation and Governance Committee with respect to any desirable changes to the Disclosure Policy and with respect to compliance with the policy in order to ensure its objectives are being achieved and that the Disclosure Committee is effectively implementing the policy.


  4. Meetings and Record Keeping

    1. The Board shall meet regularly and at least quarterly at such times and at such locations as the Chairman shall determine.


    2. Written notice of regular meetings shall be given to each director not less than ten days before the regular meeting. Special meetings of the Board shall be held at the request of a majority of the directors upon at least two days (if the meeting is to be held in person) or twenty-four hours (if the meeting is to be held telephonically) oral or written notice to the directors or upon such shorter notice as may be approved by the directors. Meetings of the Board may be held without formal notice if all of the directors are present and do not object to notice not having been given, or if those absent waive notice in any manner before or after the meeting. The notice of the meeting shall be sufficiently given (a) if delivered by hand, courier or overnight delivery, (b) three days after being mailed by certified or registered mail, return receipt requested, postage prepaid, (c) by telegram or facsimile to the address or facsimile number designated by the director to the General Partner or (d) when received and acknowledged by the director in the form of an e-mail and directed to the e-mail address designated by the director to the General Partner.


    3. Each member of the Board is expected to attend Board meetings and meetings of committees on which he or she is a member and to be familiar with deliberations and decisions as soon as possible after any missed meetings. Members of the Board are expected to prepare for meetings by reviewing the meeting materials distributed to members of the Board, to the extent feasible, prior to such meetings.


    4. The directors of the Board shall regularly hold executive sessions of the Board, without management present and at such times as the Chairman determines advisable.


    5. A quorum for Board meetings shall be a majority of the members of the Board, present in person or by telephone or by other telecommunication device that permits all persons participating in the meeting to hear each other.


    6. If the Chairman is not present at any meeting of the Board, one of the other directors who is present at the meeting shall be chosen by the Board to preside at the meeting.


    7. The Chairman shall, in consultation with management, establish the agenda for the meetings and instruct management to ensure that properly prepared agenda materials are circulated to the Board with sufficient time for study prior to the meeting.


    8. Any action to be taken at a Board meeting shall be approved if at least a majority of the directors present at such meeting approve the action. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing is filed in the General Partner's minute book.


    9. Management shall receive notice of meetings and may attend meetings of the Board at the invitation of the Chairman.


    10. The Corporate Secretary of the General Partner, or any other person selected by the Board, shall act as secretary for the purpose of recording the minutes of each meeting.

    The minutes of the meeting of the Board shall be placed in the General Partner's minute book.


  5. Duties and Responsibilities

    In accordance with applicable laws, the Board is required to always act honestly and in good faith with a view to the best interests of the Partnership and its unitholders.

    The Board is responsible for the stewardship of the Partnership and overseeing the operation of the business of the Partnership. The primary responsibilities of the Board shall include:

    1. to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officers (each a "CEO" or "Co-CEO") and other executive officers and that the Co-CEOs and other executive officers create a culture of integrity throughout the General Partner and its affiliates;


    2. adopting a strategic planning process and approving, at least on an annual basis, a strategic plan for the Partnership which takes into account, among other things, the opportunities and risks of the business;


    3. identifying the principal risks of the Partnership's business, and consider and be satisfied appropriate systems are implemented to manage these risks;


    4. providing continuing education opportunities for all directors so they may maintain or enhance their skills and abilities as directors, as well as ensure their knowledge and understanding of the Partnership's business remains current;


    5. adopting a succession plan which includes the appointing, training and monitoring of senior management;


    6. reviewing on an annual basis the Disclosure Policy to ensure that disclosure made by the Partnership is accurate, informative, timely and broadly disseminated all in accordance with applicable laws and stock exchange rules;


    7. ensuring that the General Partner has appropriate processes in place to effectively communicate with its or its affiliates' employees and unitholders, other stakeholders, government authorities and the public;


    8. ensuring the necessary internal controls and management systems are in place that effectively monitor the Partnership's operations and ensure compliance with applicable laws, regulations and policies, including reviewing on an annual basis the controls and procedures established for the certification of financial and other disclosure made by the Partnership;


    9. developing or approving the corporate goals and objectives that the Co-CEOs are responsible for meeting;


    10. monitoring compliance with the General Partner's and the Partnership's Code of Business Conduct; and


    11. such other actions as determined advisable by the Board.

  6. Compensation

    Officers or employees of the General Partner or its affiliates who also serve as directors will not receive additional compensation for their service as a director of the General Partner. The Board shall set the compensation of other directors from time to time, after consultation with the Compensation and Governance Committee.


  7. Unitholder Communication

    Any unitholder of the Partnership may contact the Board (including any individual director) by e mail at directors@breitburn.com or in writing c/o the Corporate Secretary at the Partnership's corporate headquarters. Matters relating to the Partnership's accounting, internal accounting control or audit matters will be referred to the Audit Committee. Other matters will be referred to the Chairman.


  8. Review of Corporate Governance Guidelines

    The Board shall review and assess these Corporate Governance Guidelines at least annually.

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