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 PanEnergy
directly or indirectly owns more than 50% of the issued and outstanding voting
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