basis for TEPPCO and/or the Partnership, but who is not eligible to participate
in the TEPPCO MICP and who is not a member of the Committee identified in
E. "L.P. Unit" shall mean a single unit representing a limited
partnership interest in TEPPCO Partners, L.P.
F. "Incentive Unit" shall mean an award unit attributable to a
specified earnings level as set forth in Article V, but shall not represent or
be construed in any way as being a L.P. Unit.
G. "Net Income" shall mean the Partnership's year end net income
as set forth in the Partnership's publicly reported consolidated financial
statements for the Partnership's fiscal year, except, that the Committee, in
its sole discretion, may adjust net income to disregard any financial item that
it determines to be inappropriate for Plan purposes and may utilize such
adjusted net income as net income for all Plan purposes.
H. "PanEnergy" shall mean PanEnergy Corp. and its Subsidiaries.
I. "Plan" shall mean the Texas Eastern Products Pipeline Company
1997 Employee Incentive Compensation Plan.
J. "Plan Year" shall mean each 12-month period beginning on
January 1 and ending on December 31, with the initial Plan Year beginning
January 1, 1997.
K. "Stretch Earnings Level" shall mean the earnings level,
expressed in terms of net income, that the Committee determines, for purposes
of the Plan, that the Partnership might expect for its fiscal year coinciding
with a particular Plan year, assuming better than anticipated operating
conditions, growth or other earnings improvement.
L. "Subsidiary" shall mean any corporation in which