This COMMON UNIT REDEMPTION AGREEMENT (this "Agreement"), is made and entered into as of August 19, 2003, by and between PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and PACIFIC ENERGY GP, INC., a Delaware corporation (the "Holder").

        WHEREAS, the Holder now holds 1,865,000 common units representing limited partner interests in the Partnership (the "Common Units");

        WHEREAS, the Partnership desires to increase the public float of the Common Units;

        WHEREAS, the Partnership has entered into an underwriting agreement of even date herewith (the "Underwriting Agreement") with Citigroup Global Markets Inc., Lehman Brothers Inc., UBS Securities LLC, A.G. Edwards & Sons, Inc., RBC Dain Rauscher Inc., and McDonald Investments Inc. (collectively, the "Underwriters") pursuant to which the Partnership is publicly offering (the "Public Offering") for cash (i) 5,000,000 Common Units (the "Primary Units") and (ii) in the event the Underwriters exercise their over-allotment option pursuant to the Underwriting Agreement, up to an additional 750,000 Common Units (the "Option Units"), in each case pursuant to the Partnership's registration statement on Form S-3 (File No. 333-107609) (as amended to the date hereof, the "Registration Statement") and a prospectus supplement (together with the prospectus included in the Registration Statement, the "Prospectus") filed under Rule 424 under the Securities Act (as defined herein); and

        WHEREAS, the Holder desires to transfer to the Partnership, and the Partnership desires to redeem from the Holder, 1,115,000 Common Units (the "Initial Units") and an additional number of Common Units equal to the number of Option Units the Underwriters purchase from the Partnership in the Public Offering (the "Additional Units", together with the Initial Units, the "Units") upon the terms and conditions hereinafter set forth (the "Redemption").

        NOW THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    Redemption of Units.    Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at a price per unit of $23.612 (the "Redemption Price"), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses, the Initial Units on the Initial Closing Date (as defined herein).

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