SUBURBAN PROPANE, L.P.
	 

	 
		2003 LONG TERM INCENTIVE PLAN
	 

	 
		(EFFECTIVE OCTOBER 1, 2002)
	 

	 
		AS AMENDED ON OCTOBER 17, 2006 AND JULY 31,
		2007
	 

	 
		ARTICLE I
	 

	 
		PURPOSE AND APPROVAL
	 

	 
		The purpose of this Plan is to strengthen
		Suburban Propane Partners, L.P., Suburban Propane, L.P., and their affiliates
		(collectively, the “Partnership”), by providing an incentive to
		certain Participants (as hereinafter defined), and thereby encouraging them to
		devote their abilities and experience to the success of the Partnership’s
		business enterprise in such a manner as to maximize the total return to the
		Partnership’s Unitholders. It is intended that this purpose be achieved by
		extending to certain Participants added long-term incentive compensation for
		continued service to the Partnership and achieving certain Performance Measures
		(as hereinafter defined) which enhance the total return to the
		Partnership’s Unitholders. This Plan was adopted effective October 1,
		2002.
	 

	 
		ARTICLE II
	 

	 
		DEFINITIONS
	 

	 
		For purposes of this Plan, capitalized terms
		shall have the following meanings:
	 

	 
		2.1 “Beneficial Ownership” shall
		have the same meaning as that term is used within the meaning of Rule 13d-3
		promulgated under the Securities Exchange Act of 1934, as amended.
	 

	 
		2.2 “Beneficiary” means a
		Participant’s Beneficiary pursuant to Article VIII.
	 

	 
		2.3 “Board” means the Board of
		Supervisors of Suburban Propane Partners, L.P.
	 

	 
		2.4 “Cause” means (a) a
		Participant’s gross negligence or willful misconduct in the performance of
		his duties, (b) a Participant’s willful or grossly negligent failure to
		perform his duties, (c) the breach by a Participant of any written covenants to
		the Partnership, (d) dishonest, fraudulent or unlawful behavior by a
		Participant (whether or not in conjunction with employment) or a Participant
		being subject to a judgment, order or decree (by consent or otherwise) by any
		governmental or regulatory authority which restricts his ability to engage in
		the business conducted by the Partnership, or any of their affiliates, or (e)
		willful or reckless breach by a Participant of any policy adopted by the
		Partnership concerning 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		conflicts of interest, standards of business
		conduct or fair employment practices or procedures with respect to compliance
		with applicable laws.
	 

	 
		2.5 “Change in Capitalization”
		means any increase or reduction in the number of Common Units, or any change in
		the Common Units, change in the percentage ownership interest of the
		Partnership attributable to the Common Units or exchange of Common Units for a
		different number or kind of units or other securities of the Partnership by
		reason of a reclassification, recapitalization, merger, consolidation,
		reorganization, spin-off, split-up, issuance of warrants or rights or other
		convertible securities, unit distribution, unit split or reverse unit split,
		cash dividends, property dividend, combination or exchange of units, repurchase
		of units, change in corporate structure or otherwise.
	 

	 
		2.6 “Change of Control” shall mean
		the occurrence of:
	 

	 
		(a) an acquisition (other than directly by
		the Partnership) of Common Units or voting equity interests of the Partnership
		(“Voting Securities”)by any “Person” other than the
		Partnership, Suburban Energy Services Group LLC or any of their affiliates,
		immediately after which such Person has Beneficial Ownership of more than
		twenty five percent (25%) of the combined voting power of the
		Partnership’s then outstanding Common Units; provided, however, that in
		determining whether a Change of Control has occurred, Common Units which are
		acquired in a “Non-Control Acquisition” shall not constitute an
		acquisition which would cause a Change of Control. A “Non-Control
		Acquisition” shall mean an acquisition by (i) an employee benefit plan (or
		a trust forming a part there) maintained by (A) the Partnership or Suburban
		Propane, L.P. or (B) any corporation, partnership or other Person of which a
		majority of its voting power or its voting equity securities or equity interest
		is owned, directly or indirectly, by the Partnership, (ii) the Partnership or
		its Subsidiaries, or (iii) any Person in connection with a “Non-Control
		Transaction”; or
	 

	 
		(b) approval by the partners of the
		Partnership of (A) a merger, consolidation or reorganization involving the
		Partnership, unless (x) the holders of the Common Units immediately before such
		merger, consolidation or reorganization own, directly or indirectly immediately
		following such merger, consolidation or reorganization, at least sixty percent
		(60%) of the combined voting power o the outstanding Common Units of the entity
		resulting from such merger, consolidation or reorganization (the
		“Surviving Entity”) in substantially the same proportion as their
		ownership of the Common Units immediately before such merger, consolidation or
		reorganization, and (y) no person or entity (other than the Partnership, any
		Subsidiary, any employee benefit plan {or any trust forming a part thereof}
		maintained by the Partnership, any Subsidiary, the Surviving Entity, or any
		Person who, immediately prior to such merger, consolidation or reorganization,
		had Beneficial Ownership of more than twenty five percent (25%) of the then
		outstanding Common Units), has Beneficial Ownership of more than twenty five
		percent (25%) of the combined voting power of the Surviving Entity’s then
		outstanding voting securities; (B) a complete liquidation or dissolution of the
		Partnership; or (C) the sale or other disposition of fifty percent (50%) of the
		net assets of the Partnership to any Person (other than a transfer to a
		Subsidiary). A transaction described in clause (x) or (y) of subsection (A)
		hereof shall be referred to as a “Non-Control Transaction.”
	 

	 
		 
	 

	 
		 
	 

	 
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		Notwithstanding the foregoing, a Change of
		Control shall not be deemed to occur solely because any Person (the
		“Subject Person”) acquired Beneficial Ownership of more than the
		permitted amount of the outstanding Voting Securities as a result of the
		acquisition of Voting Securities by the Partnership which, by reducing the
		number of Voting Securities outstanding, increases the proportional number of
		Common Units Beneficially Owned by the Subject Person, provided that if a
		Change of Control would occur (but for the operation of this sentence) as a
		result of the acquisition of the Voting Securities by the Partnership, and
		after such acquisition of Voting Securities by the Partnership, the Subject
		Person becomes the Beneficial Owner of any additional Voting Securities which
		increases the percentage of the then outstanding Voting Securities Beneficially
		Owned by the Subject Person, then a Change of Control shall occur.
	 

	 
		2.7 “Committee” means the
		Compensation Committee of the Board.
	 

	 
		2.8 “Common Unit” means the Common
		Units representing publicly traded limited partnership interests of the
		Partnership.
	 

	 
		2.9 “Disability” shall have the
		same meaning that such term (or similar term) has under the long-term
		disability plan in which the Participant is eligible to be covered.
	 

	 
		2.10 “Effective Date” shall mean
		October 1, 2002.
	 

	 
		2.11 “Fair Market Value of
		Partnership’s Common Units” The twenty-day average of the closing
		prices preceding a specific date.
	 

	 
		2.12 “Fiscal Year” means the
		fiscal year adopted by the Partnership.
	 

	 
		2.13 “General Partner” has the
		meaning set forth in the Partnership Agreement.
	 

	 
		2.14 “Good Reason” means (a) any
		failure by the Partnership to comply in any material respect with the
		compensation provisions of a written employment agreement between a Participant
		and the Partnership, (b) a material adverse change in a Participant’s
		title without his or her consent, or (c) the assignment to a Participant,
		without his or her consent, of duties and responsibilities materially
		inconsistent with his or her level of responsibility as an executive
		officer.
	 

	 
		2.15 “Measurement Period” has the
		same meaning as set forth in Article 5.2.
	 

	 
		2.16 “Participant” means an
		employee of Suburban Propane, L.P. designated by the Committee to participate
		in the Plan.
	 

	 
		2.17 “Partnership” means Suburban
		Propane, L.P. and Suburban Propane Partners, L.P., Delaware limited
		partnerships, and their successors.
	 

	 
		2.18 “Partnership Agreement” means
		the Second Amended and Restated Agreement of Limited Partnership of Suburban
		Propane Partners, L.P.
	 

	 
		2.19 “Percentage of Three-Year
		Annualized Total Return to Unitholders” means a percentage representing
		the three-year annualized total 
	 

	 
		 
	 

	 
		 
	 

	 
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		return to Unitholders from the commencement
		of the Measurement Period to the culmination of the Measurement Period. This
		percentage shall be calculated by an independent, third-party provider as
		designated by the Committee.
	 

	 
		2.20 “Performance Measures” has
		the same meaning as set forth in Article 5.3.
	 

	 
		2.21 “Person” shall have the same
		meaning as that term is used for purposes of Section 13(d) or 14(d) of the
		Securities Exchange Act of 1934, as amended.
	 

	 
		2.22 “Phantom Unit Distributions”
		shall have the same meaning as set forth in Article 5.4.
	 

	 
		2.23 “Plan” means this Suburban
		Propane, L.P. 2003 Long Term Incentive Plan.
	 

	 
		2.24 “Retirement Date” means the
		first day on which a retiring Participant is considered inactive. For purposes
		of determining the abbreviated Measurement Period described in Article 20, if
		this date occurs on a day on which the stock market is closed, for purposes of
		this Plan, the Participant’s Retirement Date shall be the next business
		day on which the stock market is open.
	 

	 
		2.25 “Subsidiary” shall mean any
		corporation, partnership, or other Person of which a majority of its voting
		power or its voting equity securities or equity interest is owned, directly or
		indirectly, by the Partnership. 
	 

	 
		2.26 “Target Grant” shall have the
		same meaning as set forth in Article 5.1.
	 

	 
		2.27 “Unitholders” means the
		persons holding Common Units.
	 

	 
		2.28 “Unvested Phantom Units”
		means a hypothetical number of units arrived at by dividing the Target Grant
		established upon commencement of the Measurement Period by the Fair Market
		Value of Partnership Common Units on the first day of the Measurement Period.
		If the market is closed on the first day of the Measurement Period then the
		Fair Market Value on the next business day shall be used.
	 

	 
		2.29 “Vested Phantom Units” means
		the quantity of a Participant’s Unvested Phantom Units which are earned
		upon culmination of the Measurement Period.
	 

	 
		ARTICLE III
	 

	 
		PARTICIPATION
	 

	 
		Only those Participants designated from time
		to time by the Committee shall participate in the Plan and receive Target
		Grants hereunder.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE IV
	 

	 
		ADMINISTRATION
	 

	 
		4.1 Administration by the Committee. The
		Plan shall be administered by the Committee, which shall hold meetings at such
		times as may be necessary for the proper administration of the Plan. The
		Committee shall keep minutes of its meetings. A quorum shall consist of not
		less than two members of the Committee and a majority of a quorum may authorize
		any action. Any decision or determination reduced to writing and signed by a
		majority of all of the members of the Committee shall be as fully effective as
		if made by a majority vote at a meeting duly called and held. No member of the
		Committee shall be liable for any action, failure to act, determination or
		interpretation made in good faith with respect to this Plan or any transaction
		hereunder, except for liability arising from his or her own willful
		misfeasance, gross negligence or reckless disregard of his or her duties. The
		Partnership hereby agrees to indemnify each member of the Committee for all
		costs and expenses and, to the extent permitted by applicable law, any
		liability incurred in connection with defending against, responding to,
		negotiating for the settlement of or otherwise dealing with any claim, cause of
		action or dispute of any kind arising in connection with any actions in
		administering this Plan or in authorizing or denying authorization for any
		transaction hereunder.
	 

	 
		4.2 Powers of the Committee. Subject to the
		express terms and conditions set forth herein, the Committee shall have the
		power, from time to time to:
	 

	 
		(a) select those Participants for whom
		Target Grants shall be established;
	 

	 
		(b) construe and interpret the Plan, the
		Target Grants, the Unvested and Vested Phantom Units and corresponding Phantom
		Unit Distributions, and establish, amend and revoke rules and regulations for
		the administration of the Plan, including, but not limited to, correcting any
		defect or supplying any omission, or reconciling any inconsistency in the Plan,
		in the manner and to the extent it shall deem necessary or advisable so that
		the Plan complies with applicable law and otherwise to make the Plan fully
		effective.
	 

	 
		(c) exercise its discretion with respect to
		the powers and rights granted to it as set forth in the Plan; and
	 

	 
		(d) generally, exercise such powers and
		perform such acts as it deems necessary or advisable to promote the best
		interests of the Partnership with respect to the Plan.
	 

	 
		4.3 Decisions of the Committee are Final and
		Binding. The Committee’s decisions, actions, determinations and
		interpretations shall be final and binding upon the Partnership, all
		Participants, Beneficiaries, equity holders of the Partnership and any other
		person.
	 

	 
		4.4 Change in Capitalization. In the event
		of any Change in Capitalization or in the event of any special distribution to
		the Common Unitholders, the Committee may, but shall not be obligated to, make
		such equitable adjustments in the Performance Measures, the Phantom Unit
		Distributions or other aspects of the Plan, as the Committee determines are
		necessary and appropriate.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE V
	 

	 
		GRANTS
	 

	 
		5.1 Target Grant. The Committee shall
		establish a Target Grant for each Participant at the beginning of each Fiscal
		Year equal to a designated percentage of such Participant’s base salary at
		the start of the Fiscal Year. Each participant’s designated percentage
		shall be recorded in the minutes of the Committee. In the event a
		Participant’s base salary for the respective Fiscal Year was adjusted
		within 120 days after the start of the Fiscal Year, the Target Grant will be
		computed using such adjusted base salary.
	 

	 
		5.2 Measurement Period. This is a three-year
		period commencing on the first day of the fiscal year during which the Target
		Grant was established and ending on the last day of the second fiscal year
		following the fiscal year during which the Target Grant was established.

	 

	 
		5.3 Performance Measures. The percentage of
		the Unvested Phantom Units that shall be earned and immediately converted to
		Vested Phantom Units at the end of the Measurement Period shall be determined
		based upon the ranking of the Partnership’s Percentage of Three-Year
		Annualized Total Return to Unitholders in a peer group of eleven other publicly
		traded partnerships selected by the Committee. If, at the end of the
		Measurement Period, it is determined that less than 100% of the Unvested
		Phantom Units have been earned, the unearned portion of said Unvested Phantom
		Units shall be forfeited.
	 

	 
		The following chart illustrates the
		percentage of the Unvested Phantom Units that shall be converted to Vested
		Phantom Units based upon the Partnership’s ranking, at the end of the
		Measurement Period, of Percentage of Three-Year Annualized Total Return to
		Unitholders among the peer group established pursuant to Article 5.3.
	 

	 
		 
	 

	 
			
				
				  THREE-YEAR ANNUALIZED
				  TOTAL
 RETURN TO UNITHOLDERS PERCENTAGE
				  
 PERFORMANCE
				

			 	
				
				   
				

			 	
				
				  PERCENT OF TARGET

				  GRANT EARNED
				

			 
	
				
				  Ranked in top 3 (top
				  quartile)
				

			 	
				
				   
				

			 	
				
				  125%
				

			 
	
				
				  Ranked between 4 - 6 (50th/75th
				  quartile)
				

			 	
				
				   
				

			 	
				
				  100%
				

			 
	
				
				  Ranked between 7 - 9 (25th
				  quartile)
				

			 	
				
				   
				

			 	
				
				  50%
				

			 
	
				
				  Ranked 10 - 12 (bottom
				  quartile)
				

			 	
				
				   
				

			 	
				
				    0%
				

			 

 

	 
		5.4 Phantom Unit Distributions. These are
		cumulative phantom partnership cash distributions equal to each
		Participant’s Vested Phantom Units multiplied by the per-Common Unit
		distribution declared and paid by the Partnership for each quarter over the
		course of the Measurement Period.
	 

	 
		5.5 Plan Distributions. Upon vesting, each
		Participant will receive a cash payment equal to the quantity of his Vested
		Phantom Units multiplied by the Fair Market Value of the Partnership’s
		Common Units on the last date of the Measurement Period plus the
		Participant’s Phantom Unit Distributions.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE VI
	 

	 
		VESTING
	 

	 
		6.1 Vesting Schedule. Subject to Articles
		6.2 and 6.3, vesting is in accordance with Article 5.3. Notwithstanding
		anything in this Article VI to the contrary, the Committee may accelerate the
		vesting of Unvested Phantom Units and all accrued Phantom Unit Distributions at
		any time for any reason with the consent of the General Partner.
	 

	 
		6.2 Change of Control. Notwithstanding
		anything in this Plan to the contrary, upon a Change of Control, the cash value
		of 125% of all Unvested Phantom Units and a sum equal to 125% of the Unvested
		Phantom Units multiplied by an amount equal to the cumulative, per-Common Unit
		distribution from the beginning of the Measurement Period through the date on
		which the Change of Control occurred shall be fully vested and nonforfeitable
		and shall be paid to a Participant within thirty (30) days after the Change in
		Control.
	 

	 
		6.3 Forfeiture. Subject to Articles 6.2, 6.4
		and 6.5, Unvested Phantom Units shall lapse and be forfeited upon the
		occurrence of either of the following events: (a) termination of the
		Participant’s employment or participation in the Plan for any reason,
		except under the circumstances provided in Articles 6.4 and 6.5; (b) any
		attempted or completed transfer, sale, pledge, hypothecation, or assignment by
		the Participant of the Unvested Phantom Units.
	 

	 
		6.4 Disability or Death. Notwithstanding the
		provisions of Article 6.3, if a
		Participant’s employment terminates as a result of Disability or death,
		all Unvested Phantom Units and the Phantom Unit Distributions associated with
		said Unvested Phantom Units for such Participant shall vest in accordance with
		Articles 6.1 and 6.2, as applicable, and shall be paid in accordance with
		Article VII and VIII.
	 

	 
		6.5 Termination without Cause or for Good
		Reason. In the event a Participant’s employment by the Partnership is
		terminated by the Partnership without Cause or by the Participant for Good
		Reason, all Unvested Phantom Units and all Phantom Unit Distributions
		associated with said Unvested Phantom Units shall vest upon the next succeeding
		scheduled vesting date pursuant to Articles 6.1 or 6.2, as applicable.
	 

	 
		6.6 Notwithstanding anything in this Plan to
		the contrary, effective for Target Grants established for the
		Partnership’s 2008 and later fiscal years, said Target Grants shall be
		deemed “Incentive Compensation” covered by the terms of the
		Partnership’s Incentive Compensation Recoupment Policy (the
		“Policy”) adopted by the Board on April 25, 2007, which is
		incorporated herein by reference. In accordance with the Policy, in the event
		of a significant restatement of the Partnership’s published financial
		results, where the percentage of the Unvested Phantom Units derived from Target
		Grants subject to this Section 6.6 that are converted to Vested Phantom Units
		pursuant to Section 5.3 herein would have been lower had the vesting percentage
		been calculated based on the restated financial results, the Committee may
		review the circumstances surrounding the restatement and shall have the sole
		and absolute discretion and authority to determine whether to seek
		reimbursement of the amount, or some lesser portion thereof (without interest),
		by which certain Participants’ distributions under Section 5.5 of the Plan
		exceeded the lower payment that would have been made based on the restated
		financial results, regardless of the fault, misconduct or responsibility of any
		such Participants in the restatement. If the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Committee determines that any fraud or
		intentional misconduct by a Participant was a contributing factor to the
		Partnership having to make a significant restatement, then, in addition to
		other disciplinary action, the Committee may require reimbursement of all, or
		any part, of the compensation paid to that executive in excess of that
		executive’s base salary, plus interest, including distributions made under
		the Plan, for the period of such restatement. This Section 6.6 shall be
		interpreted and administered in accordance with the Policy as in effect from
		time to time. In the case of any inconsistency between the Policy and this
		Section 6.6, the Policy shall control.
	 

	 
		ARTICLE VII
	 

	 
		PAYMENTS
	 

	 
		The Plan Distributions associated with
		Vested Phantom Units earned by a Participant under the Plan shall be paid to
		the Participant within thirty days following the culmination of the Measurement
		Period.
	 

	 
		ARTICLE VIII
	 

	 
		BENEFICIARIES
	 

	 
		A Participant may at any time and from time
		to time prior to death designate one or more Beneficiaries to receive any
		payments to be made following the Participant’s death. If no such
		designation is on file with the Partnership at the time of a Participant’s
		death, the Participant’s Beneficiary shall be the beneficiary or
		beneficiaries named in the Beneficiary designation most recently filed by the
		Participant with the Partnership. If the Participant has not effectively
		designated a Beneficiary, or if no Beneficiary so designated has survived the
		Participant, the Participant’s Beneficiary shall be the Participant’s
		surviving spouse, or, if no spouse has survived the Participant, the estate of
		the deceased Participant. If an individual Beneficiary cannot be located for a
		period of one year following the Participant’s death, despite mail
		notification to the Beneficiary’s last known address, and if the
		Beneficiary has not made a written claim for benefits within such period to the
		Committee, the Beneficiary shall be deemed to have predeceased the Participant.
		The Committee may require such proof of death and such evidence of the right of
		any person to receive all or part of the benefit of a deceased Participant as
		the Committee may consider to be appropriate. The Committee may rely upon any
		direction by the legal representatives of the estate of a deceased Participant,
		without liability to any other person. If a Participant has designated his or
		her spouse as Beneficiary, upon entry of a judgment of divorce (or other
		evidence of formal dissolution of the marriage), the designation of the spouse
		as Beneficiary will be deemed to have been revoked unless the Participant
		reaffirms such designation thereafter.
	 

	 
		ARTICLE IX
	 

	 
		TERMINATION AND AMENDMENT OF THE PLAN

	 

	 
		The Plan shall terminate by its terms on the
		day preceding the tenth anniversary of the Effective Date of this Plan as
		originally adopted and no Target Grant may be established thereafter. The
		previous sentence notwithstanding, the Board may, at any time and from time to
		time, amend, terminate, modify or suspend the Plan; provided, however, that no
		such amendment, modification, suspension or termination shall impair or
		adversely affect any Target Grants established for a Participant under the
		Plan, except with the consent of the Participant.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE X
	 

	 
		NON-EXCLUSIVITY OF THE PLAN
	 

	 
		The adoption of the Plan by the Board shall
		not be construed as amending, modifying or rescinding any previously approved
		incentive arrangement or as creating any limitations on the power of the Board
		to adopt such other incentive arrangements as it may deem desirable, including,
		without limitation, the granting of options to acquire Common Units, and such
		arrangements may be either applicable generally or only in specific
		cases.
	 

	 
		ARTICLE XI
	 

	 
		LIMITATION OF LIABILITY
	 

	 
		As illustrative of the limitation of
		liability of the Partnership, but not intended to be exhaustive thereof,
		nothing in the Plan shall be construed to:
	 

	 
		(a) give any person any right to the
		establishment of a Target Grant other than at the sole discretion of the
		Committee;
	 

	 
		(b) give any person any rights whatsoever
		with respect to a Target Grant or Unvested Phantom Units except as specifically
		provided in the Plan.
	 

	 
		(c) limit in any way the right of the
		Partnership to terminate the employment of any person at any time; or
	 

	 
		(d) be evidence of any agreement or
		understanding, express or implied, that the Partnership will employ any person
		at any particular rate of compensation or for any particular period of
		time.
	 

	 
		ARTICLE XII
	 

	 
		REGULATIONS AND OTHER APPROVALS; GOVERNING
		LAW
	 

	 
		12.1 Except as to matters of federal law,
		this Plan and the rights of all persons claiming hereunder shall be construed
		and determined in accordance with laws of the State of New Jersey without
		giving effect to conflicts of law principles.
	 

	 
		12.2 Except as provided in Article IX hereof
		the Board may make such changes to the Plan or an Agreement as may be necessary
		or appropriate to comply with the rules and regulations of any government
		authority.
	 

	 
		ARTICLE XIII
	 

	 
		WITHHOLDING OF TAXES
	 

	 
		At such time(s) as a Participant recognizes
		income for purposes of income, employment, or other tax liability, the
		Partnership shall withhold an amount equal to the federal, state and local
		taxes and other amounts as may be required by law to be withheld by the
		Partnership.
	 

	 
		ARTICLE XIV
	 

	 
		NO REQUIRED SEGREGATION OF ASSETS
	 

	 
		Neither the Partnership nor any subsidiary
		shall be required to segregate any assets that may at any time be represented
		by Phantom Units or Phantom Unit Distributions made pursuant to the
		Plan.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE XV
	 

	 
		RIGHT OF DISCHARGE RESERVE
	 

	 
		Neither the Plan nor the establishment of
		any Target Grant shall guarantee any Participant continued employment with the
		Partnership, or a subsidiary, or guarantee the establishment of future Target
		Grants.
	 

	 
		ARTICLE XVI
	 

	 
		NATURE OF PAYMENTS
	 

	 
		All Phantom Units awarded and Phantom Unit
		Distributions made pursuant to the Plan are in consideration of services for
		the Partnership or its subsidiaries. The Phantom Units and Phantom Unit
		Distributions constitute a special incentive payment to the Participant and
		shall not be taken into account as compensation for purposes of any of the
		employee benefit plans of the Partnership or any subsidiary except as may be
		determined by the Committee.
	 

	 
		ARTICLE XVII
	 

	 
		CONSTRUCTION OF PLAN
	 

	 
		The captions used in this Plan are for
		convenience only and shall not be construed in interpreting the Plan. Whenever
		the context so requires, the masculine shall include the feminine and neuter,
		and the singular shall also include the plural, and vice versa.
	 

	 
		ARTICLE XVIII
	 

	 
		SEVERABILITY
	 

	 
		If any provision of the Plan shall be held
		unlawful or otherwise invalid or unenforceable in whole or in part, the
		unlawfulness, invalidity or unenforceability of said provision shall not affect
		any other provision of the Plan or part thereof, each of which shall remain in
		full force and effect.
	 

	 
		ARTICLE XIX 
	 

	 
		DEFERRAL
	 

	 
		Payments under the Plan may not be deferred
		by the Participants.
	 

	 
		ARTICLE XX 
	 

	 
		RETIREMENT OF PARTICIPANT
	 

	 
		It is neither the intent nor the desire of
		the Committee to create a pension plan. Therefore, upon retirement, the
		Measurement Period with respect to a retired Participant’s Unvested
		Phantom Units shall cease on his Retirement Date. The Performance Measures
		described in Article 5.3 shall be applied to the abbreviated Measurement Period
		to determine the quantity of Vested Phantom Units earned by the retired
		Participant on his Retirement Date. Within thirty days of his Retirement Date,
		the retired Participant shall receive a cash payment in accordance with Article
		5.5 except that the words “the last day of the Measurement Period”
		shall be substituted with “the Participant’s Retirement Date”
		and the Participant’s Phantom Unit Distributions on said Vested Phantom
		Units shall be understood to equal the 
	 

	 
		 
	 

	 
		 
	 

	 
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		quantity of the retired Participant’s
		Vested Phantom Units multiplied by the cumulative, per-Common Unit distribution
		declared and paid by the Partnership for each quarter over the course of the
		abbreviated Measurement Period.
	 

	 
		Notwithstanding the above, in the event that
		a Participant is a “specified employee” as defined in Section
		409A(a)(2)(B)(i) of the Code, the distribution of any Unvested Phantom Units
		that become Vested Phantom Units solely on account of the participant’s
		Retirement, to the extent that that such distribution is treated as deferred
		compensation under Section 409A of the Code, shall be delayed until the date
		that is six months after the date of separation from service.
	 

	 
		 
	 

	 
		 
	 

	 
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