PanEnergy directly or indirectly owns more than 50% of the issued and
outstanding voting stock.
M. "Sustainable Earnings Level" shall mean the earnings level,
expressed in terms of net income, that the Committee determines, for purposes
of this Plan, that the Partnership might expect for its fiscal year coinciding
with a particular Plan Year, assuming continuation of base business and normal
N. "TEPPCO MICP" shall mean the Texas Eastern Products Pipeline
Company Management Incentive Compensation Plan.
III. ADMINISTRATION AND INTERPRETATION
A. The Plan shall be administered by a committee of the Board
consisting of not less than three members appointed by the Board and serving at
the Board's pleasure (the "Committee"). Each member of the Committee shall be
a member of the Board and no Committee member shall be eligible to participate
in the Plan. Any vacancy occurring in the membership of the Committee shall be
filled by appointment by the Board.
B. The Committee shall, in its discretion, have full authority to
administer and interpret the Plan and to make all determinations under the
Plan, and may prescribe, amend, and rescind rules and procedures and take such
other action as it deems necessary or advisable for the administration of the
Plan, except as otherwise expressly reserved to the Board in the Plan. Any
interpretation, determination or other action made or taken by the Committee
shall be final, binding and conclusive upon all parties.
C. The Committee may authorize persons other than its members to
carry out its duties, including the authority to approve an individual's
becoming a Participant, subject to the limitations