Summary of BREITBURN ENERGY PARTNERS L.P.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 15, 2008 BreitBurn Management Company, LLC and BreitBurn GP, LLC (the "Company") (collectively referred to as the "Employer") entered into an Amended and Restated Employment Agreement (the "Employment Agreement") with James G. Jackson, Executive Vice President and Chief Financial Officer of the Employer. The Employment Agreement has a commencement date of August 15, 2008 and expires on January 1, 2011, unless earlier terminated, with automatic one-year renewal terms unless either the Employer or Mr. Jackson gives written notice of termination 90 days prior to the end of the term. Pursuant to the Employment Agreement, Mr. Jackson will continue to serve as Executive Vice President and Chief Financial Officer of the Employer and will have powers and duties and responsibilities that are customary to those positions and that are assigned to him in connection with the general management and supervision of the operations of the Employer. He will continue to report to the Co-Chief Executive Officers of the Employer.

The Employment Agreement provides for an annual base salary of $300,000, subject to possible increases through the normal salary review process. In addition, Mr. Jackson also will continue to be eligible to participate in the Employer's Short Term Incentive Plan ("STIP") which is paid as an annual cash bonus based on the attainment of performance criteria established by the Employer's Board of Directors (the "Board"). The target and maximum amounts payable to Mr. Jackson under the STIP will be 75% and 150% of his annual base salary, respectively. The STIP bonuses are made at the sole discretion of the Board.

In the event that Mr. Jackson's employment is terminated by the Employer without "cause" or by Mr. Jackson with "good reason" (each as defined in the Employment Agreement), he will be entitled, in addition to compensation and benefits accrued prior to such termination, to (i) a lump-sum payment equal to one and one-half times the sum of his base salary and his average annual bonus for the two preceding years, (ii) payment of a pro-rated bonus for the year in which the termination occurs (a "Pro-Rated Bonus"), and (iii) up to eighteen months of continuation healthcare benefits for him and his dependents at the same cost to Mr. Jackson as immediately prior to his termination ("COBRA Benefits"). If Mr. Jackson's employment terminates due to his death or disability, in addition to accrued compensation and benefits, he and/or his dependents will receive COBRA Benefits and the Pro-Rated Bonus. The Employment Agreement also provides for customary confidentiality, non-solicitation and indemnification protections.

The above summary of the terms of the Employment Agreement with James G. Jackson is qualified in its entirety by reference to the Employment Agreement itself, a copy of which is attached to this Report as Exhibit 10.1 hereto and is incorporated in this Item 5.02 by reference.