X0304 4 2011-12-28 0001357371 BreitBurn Energy Partners L.P. BBEP 0001392016 Brown Gregory C 515 S. FLOWER STREET SUITE 4800 LOS ANGELES CA 90071 0 1 0 0 General Counsel & Executive VP Common Units Representing Limited Partner Interests 2011-12-28 4 M 0 9855 A 121599 D Restricted Phantom Units 2011-12-28 4 M 0 9855 0 D Common Units 9855 0 D Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit") which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders on a quarterly basis. The RPUs that vested on December 28, 2011 were settled for common units. On each of December 28, 2012 and December 28, 2013, one half of the remaining RPUs will be settled for an equal number of common units. /s/ Roberta E. Kass, Attorney-in-Fact 2011-12-30