SUBURBAN PROPANE PARTNERS,
		L.P.
	 

	 
		2000 RESTRICTED UNIT PLAN
	 

	 
		EFFECTIVE NOVEMBER 1, 2000
	 

	 
		AMENDED AND RESTATED EFFECTIVE OCTOBER
		17, 2006
	 

	 
		FURTHER AMENDED ON JULY 31,
		2007
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SUBURBAN PROPANE PARTNERS,
		L.P.
	 

	 
		2000 RESTRICTED UNIT PLAN
	 

	 
		EFFECTIVE NOVEMBER 1, 2000
	 

	 
		AMENDED AND RESTATED EFFECTIVE OCTOBER
		17, 2006
	 

	 
		FURTHER AMENDED ON JULY 31,
		2007
	 

	 
		ARTICLE I
	 

	 
		PURPOSE AND APPROVAL
	 

	 
		The purpose of this Plan is to strengthen
		Suburban Propane Partners, L.P., a Delaware limited partnership (the
		“Partnership”), by providing an incentive to certain selected
		employees and Elected Supervisors of the Partnership and affiliated entities,
		and thereby encouraging them to devote their abilities and industry to the
		success of the Partnership’s business enterprise in such a manner as to
		maximize the Partnership’s value. It is intended that this purpose be
		achieved by extending to such individuals an added long-term incentive for
		continued service to the Partnership, and for high levels of performance and
		unusual efforts which enhance the Partnership’s value through the grant of
		rights to receive Common Units (as hereinafter defined) of the
		Partnership.
	 

	 
		ARTICLE II
	 

	 
		DEFINITIONS
	 

	 
		For the purposes of this Plan, unless
		otherwise specified in an agreement, capitalized terms shall have the following
		meanings:
	 

	 
		2.1 “Act” shall mean the
		Securities Act of 1933, as amended.
	 

	 
		2.2 “Agreement” shall mean the
		written agreement between the Partnership and a Grantee evidencing the grant of
		an Award and setting forth the terms and conditions thereof.
	 

	 
		2.3 “Award” shall mean a grant of
		restricted Common Units pursuant to the terms of this Plan.
	 

	 
		2.4 “Beneficial Ownership” shall
		mean as that term is used within the meaning of Rule 13d-3 promulgated under
		the Exchange Act.
	 

	 
		2.5 “Board” shall mean the Board
		of Supervisors of the Partnership.
	 

	 
		2.6 “Cause” shall mean, unless
		otherwise provided in an Agreement, (a) the Grantee’s gross negligence or
		willful misconduct in the performance of his duties,
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(b) the Grantee’s willful or grossly
		negligent failure to perform his duties, (c) the breach by the Grantee of any
		written covenants to Suburban Propane, L.P. or any of the Partnership’s
		other affiliates, (d) dishonest, fraudulent or unlawful behavior by the Grantee
		(whether or not in conjunction with employment) or the Grantee 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 Suburban Propane, L.P., the Partnership, or any of their
		affiliates, or (e) willful or reckless breach by the Grantee of any policy
		adopted by Suburban Propane, L.P., the Partnership, or any of their affiliates,
		concerning conflicts of interest, standards of business conduct or fair
		employment practices or procedures with respect to compliance with applicable
		law.
	 

	 
		2.7 “Change in Capitalization”
		shall mean any increase or reduction in the number of Common Units, or any
		change (including, but not limited to, a change in value) in the Common Units,
		or exchange of Common Units for a different number of 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 dividend, property
		dividend, combination or exchange of units, repurchase of units, change in
		corporate structure or otherwise.
	 

	 
		2.8 “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 (x) 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, (y) the Partnership or its Subsidiaries, or (z)
		any Person in connection with a “Non-Control Transaction”; or 
	 

	 
		(b) approval by the partners of the
		Partnership, of (x) a merger, consolidation or reorganization involving the
		Partnership, unless (A) 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 of 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
	 

	 
		 
	 

	 
		 
	 

	 
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		such merger, consolidation or
		reorganization, and (B) 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 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; (y) a complete liquidation or dissolution of the
		Partnership; or (z) 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 (A) or (B) of subsection (x)
		hereof shall be referred to as a “Non-Control Transaction.” 
	 

	 
		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 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. 
	 

	 
		2.9 “Code” shall mean the Internal
		Revenue Code of 1986, as amended.
	 

	 
		2.10 “Committee” shall mean the
		Compensation Committee of the Board.
	 

	 
		2.11 “Common Units” shall mean the
		common units representing limited partnership interest of the
		Partnership.
	 

	 
		2.12 “Disability” shall have the
		same meaning that such term (or similar term) has under the Partnership’s
		long-term disability plan, or as otherwise determined by the Committee.
	 

	 
		2.13 “Effective Date” shall mean
		November 1, 2000.
	 

	 
		2.14 “Elected Supervisor” shall
		mean those members of the Board elected by a vote of holders of Common
		Units.
	 

	 
		2.15 “Exchange Act” shall mean the
		Securities Exchange Act of 1934, as amended.
	 

	 
		 
	 

	 
		 
	 

	 
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		2.16 “Fair Market Value” per unit
		on any date shall mean the average of the high and low sale prices of the
		Common Units on such date on the principal national securities exchange on
		which such Common Units are listed or admitted to trading, or if such Common
		Units are not so listed or admitted to trading, the arithmetic mean of the per
		Common Unit closing bid price and per Common Unit closing asked price on such
		date as quoted on the National Association of Securities Dealers Automated
		Quotation System or such other market on which such prices are regularly
		quoted, or, if there have been no published bid or asked quotations with
		respect to Common Units on such date, the Fair Market Value shall be the value
		established by the Board in good faith.
	 

	 
		2.17 “Good Reason” shall mean,
		unless otherwise provided in an Agreement, in the case of an employee of
		Suburban Propane, L.P. or any of the Partnership’s other affiliates, (a)
		any failure by Suburban Propane, L.P. or any of the Partnership’s other
		affiliates to comply in any material respect with the compensation provisions
		of a written employment agreement between the Grantee and Suburban Propane,
		L.P. or any of the Partnership’s other affiliates, (b) a material adverse
		change in the Grantee’s title without his consent, or (c) the assignment
		to the Grantee, without his consent, of duties and responsibilities materially
		inconsistent with his level of responsibility.
	 

	 
		2.18 “Grantee” shall mean a person
		to whom an Award has been granted under the Plan.
	 

	 
		2.19 “Partnership” shall mean
		Suburban Propane Partners, L.P., a Delaware limited partnership, and its
		successors.
	 

	 
		2.20 “Person” has the meaning used
		for purposes of Section 13(d) or 14(d) of the Exchange Act.
	 

	 
		2.21 “Plan” shall mean the
		Suburban Propane Partners, L.P. 2000 Restricted Unit Plan.
	 

	 
		2.22 “Retirement” shall mean
		voluntary termination of employment (or, if the Grantee is a non-employee
		Supervisor of the Partnership, voluntary termination of service as such a
		Supervisor) by a Grantee who has attained age 55 and who has completed 10 years
		of “eligible service” to the Partnership or its predecessors, in
		connection with a bona fide intent by the Grantee to no longer seek full time
		employment in the industries in which the Partnership then participates.
		Retirement shall not include voluntary termination of employment by a Grantee
		in response to, or anticipation of, a termination of employment for Cause by
		the Partnership or one of its affiliates. The term “eligible service”
		(a) for Grantees who are employees of the Partnership or one of its affiliates,
		shall have the same meaning as the term is used in the Pension Plan for
		Eligible Employees of Suburban Propane L.P. and Subsidiaries, and (b) for
		non-employee Supervisors of the Partnership, shall mean service on the
		Board.
	 

	 
		 
	 

	 
		 
	 

	 
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		2.23 “Subsidiary” means 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.
	 

	 
		2.24 “Recoupment Effective Date”
		means July 31, 2007.
	 

	 
		ARTICLE III
	 

	 
		ADMINISTRATION OF THE PLAN
	 

	 
		3.1 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. Notwithstanding anything else herein to the
		contrary, the Committee may delegate to any individual or committee of
		individuals the responsibility to carry out any of its rights and duties with
		respect to the Plan. No member of the Committee or any individual to whom it
		has delegated any of its rights and duties 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 and its delegates 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.
	 

	 
		3.2 Each member of the Committee shall be
		(i) a “disinterested
		person” within the meaning of Rule
		16b-3 under the Exchange Act and (ii) an “independent director” within the meaning of the listing standards of
		the New York Stock Exchange. 
	 

	 
		3.3 Subject to the express terms and
		conditions set forth herein, the Committee shall have the power, consistent
		with Rule 16b-3 under the Exchange Act, from time to time to:
	 

	 
		(a) select those employees and members of
		the Board to whom Awards shall be granted and to determine the terms and
		conditions (which need not be identical) of each such Award;
	 

	 
		(b) make any amendment or modification to
		any Agreement consistent with the terms of the Plan;
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) construe and interpret the Plan and the
		Awards, 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
		or in any Agreement or between the Plan and any Agreement, in the manner and to
		the extent it shall deem necessary or advisable so that the Plan complies with
		applicable law, including Rule 16b-3 under the Exchange Act to the extent
		applicable, and otherwise to make the Plan fully effective. All decisions and
		determinations by the Committee or its delegates in the exercise of this power
		shall be final, binding and conclusive upon the Partnership, its subsidiaries,
		the Grantees and all other persons having any interest therein;
	 

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

	 
		(e) 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.
	 

	 
		3.4 Subject to adjustment as provided in
		Article 7, the total number of Common Units that may be made subject to Awards
		granted under the Plan shall be 717,805, consisting of 230,000 of which are
		newly authorized as of the date hereof (subject to the unitholder approval
		requirements set forth in Section 9.6), and 487,805 which were previously
		authorized as of the Effective Date. The Partnership shall reserve for purposes
		of the Plan, out of its authorized but unissued units, such newly authorized
		amount of Common Units. 
	 

	 
		3.5 Notwithstanding anything inconsistent
		contained in this Plan, the number of Common Units subject to, or which may
		become subject to, Awards at any time under the Plan shall be reduced to such
		lesser amount as may be required pursuant to the methods of calculation
		necessary so that the exemptions provided pursuant to Rule 16b-3 under the
		Exchange Act will continue to be available for transactions involving all
		current and future Awards. In addition, during the period that any Awards
		remain outstanding under the Plan, the Committee may make good faith
		adjustments with respect to the number of Common Units attributable to such
		Awards for purposes of calculating the maximum number of Common Units subject
		to the granting of future Awards under the Plan, provided that following such
		adjustments the exemptions provided pursuant to Rule 16b-3 under the Exchange
		Act will continue to be available for transactions involving all current and
		future Awards.
	 

	 
		ARTICLE IV
	 

	 
		COMMON UNIT GRANTS
	 

	 
		4.1 Time Vesting Grants. From time to time, the Committee may grant restricted
		Common Units to Grantees, in such amounts as it deems prudent and
	 

	 
		 
	 

	 
		 
	 

	 
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		proper. Such rights shall be granted, and
		the Common Units underlying such rights shall be issued, in consideration of
		the performance of services and for no other consideration.
	 

	 
		4.2 Forfeiture. A
		Grantee’s rights with respect to the restricted Common Units shall remain
		forfeitable at all times prior to the date on which the restrictions thereon
		shall have lapsed in accordance with the terms of the Plan and the
		Award.
	 

	 
		4.3 Vesting Schedule. The restricted Common Unit grants made pursuant to
		Section 4.1 shall vest and become non-forfeitable, unless otherwise determined
		by the Committee (at the time of Award or otherwise), and the restrictions
		thereon shall lapse, at a rate of 25% on the third anniversary of the date of
		the applicable Award, a second 25% on the fourth anniversary, and a final 50%
		on the fifth anniversary of the date of the applicable Award, provided that the
		Grantee is employed on such date.
	 

	 
		4.4 Other Grants.
		Notwithstanding anything else herein to the contrary, the Committee may grant
		Common Units on such terms and conditions as it determines in its sole
		discretion, the terms and conditions of which shall be set forth in the
		applicable Award.
	 

	 
		ARTICLE V
	 

	 
		OTHER PROVISIONS APPLICABLE TO
		VESTING
	 

	 
		5.1 Change of Control. Notwithstanding anything in this Plan to the contrary,
		upon a Change of Control, all restrictions on Common Units shall lapse
		immediately (unless otherwise set forth in the terms of the applicable Award)
		and all such restricted Common Units shall become fully vested and
		non-forfeitable. 
	 

	 
		5.2 Forfeiture.
		Unless otherwise provided in an Award, any and all restricted Common Units in
		respect of which the restrictions have not previously lapsed shall be forfeited
		(and automatically transferred to and reacquired by the Partnership at no cost
		to the Partnership and neither the Grantee nor any successors, heirs, assigns,
		or personal representatives of such Grantee shall thereafter have any further
		right or interest therein) upon the termination of the Grantee’s
		employment for any reason; provided, however, that in the event that a
		Grantee’s employment by the Partnership or one of its affiliates was
		terminated without Cause or by the Grantee for Good Reason, in either case,
		within six months prior to a Change of Control, no forfeiture of Common Units
		shall be treated as occurring by reason of such termination and the Common
		Units shall vest accordingly. 
	 

	 
		5.3 Disability.
		Notwithstanding the provisions of Section 5.2, unless otherwise provided in an
		Agreement, if a Grantee’s employment terminates as a result of Disability,
		the restricted Common Units held by such Grantee for one year on the date of
		termination shall immediately vest and shall be distributed as soon as
		practical following
	 

	 
		 
	 

	 
		 
	 

	 
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		the Grantee’s date of Disability but no
		later than the date two and one half months following the calendar year in
		which such Disability date occurred.
	 

	 
		5.4 Retirement. Retirement. Notwithstanding the provisions of Section
		5.2, unless otherwise provided in an Agreement, if a Grantee’s employment
		terminates as a result of Retirement, the restricted Common Units held by such
		Grantee which were awarded to Grantee more than six (6) months prior to the
		effective date of such Retirement shall immediately vest and shall be
		distributed as soon as practical following the Grantee’s date of
		Retirement but no later than the date two and one half months following the
		calendar year in which such Retirement date occurred.
	 

	 
		 5.5 
		Recycling of Forfeited Shares. Subject
		to the restrictions set forth in Rule 16b-3 of the Exchange Act, any Common
		Units forfeited hereunder may be, after six months, the subject of an Award
		pursuant to this Plan.
	 

	 
		5.6 409A Compliance.
		  In the event that any Common Units become vested solely on account of
		(i) a Grantee’s employment by the Partnership or one of its affiliates is
		terminated without Cause or by the Grantee for Good Reason, in either case,
		within six months prior to a Change of Control as set forth in Section 5.2,
		above; (ii) the Grantee’s service is terminated due to Disability as set
		forth in Section 5.3 above; or (iii) the Grantee’s service is terminated
		due to Retirement as set forth in Section 5.4 above and the Grantee is a
		“specified employee” as defined in Section 409A(a)(2)(B)(i) of the
		Code, then the distribution of any Award under the Plan that 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.
	 

	 
		5.7 Recoupment Policy. Notwithstanding anything in this Plan to the contrary,
		awards of Common Units granted under the Plan on or after the Recoupment
		Effective Date 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 and the Committee determines that fraud or intentional misconduct by a
		Grantee was a contributing factor to such restatement, then, in addition to
		other disciplinary action, the Committee may require cancellation of any
		unvested restricted Common Units granted under the Plan to that Grantee after
		the Recoupment Effective Date. This Section 5.7 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 5.7, the
		Policy shall control.
	 

	 
		ARTICLE VI
	 

	 
		DELIVERY OF UNITS, ETC.
	 

	 
		6.1 Delivery of Common Units. Subject to Section 16, upon the vesting of Common
		Units, the Partnership shall deliver to the Grantee a certificate
	 

	 
		 
	 

	 
		 
	 

	 
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		representing such number of Common Units as
		are subject to such rights, to the extent of such vesting, free of all
		restrictions hereunder within 45 days of the date of vesting.
	 

	 
		6.2 Transferability.
		Until such time as restricted Common Units have vested and become
		non-forfeitable and certificates representing Common Units in respect thereof
		have been issued, a Grantee shall not be entitled to transfer such Common
		Units.
	 

	 
		6.3 Rights of Grantees. Until such time as restricted Common Units have vested
		and become non-forfeitable and certificates representing Common Units in
		respect thereof have been issued, a Grantee shall not be entitled to exercise
		any rights of a unitholder with respect thereto, including the right to vote
		such units and the right to receive allocations or distributions
		thereon.
	 

	 
		ARTICLE VII
	 

	 
		ADJUSTMENT UPON CHANGES IN
		CAPITALIZATION
	 

	 
		7.1 In the event of a Change in
		Capitalization, the Committee shall conclusively determine the appropriate
		adjustments, if any, to (i) the maximum number and class of Common Units or
		other units or securities with respect to which Awards may be granted under the
		Plan, (ii) the number of Common Units or other units or securities which are
		subject to outstanding Awards granted under the Plan, and the purchase price
		thereof, if applicable.
	 

	 
		7.2 If, by reason of a Change in
		Capitalization, a Grantee of an Award shall be entitled to new, additional or
		different rights to acquire units or other securities, such new, additional or
		different rights or securities shall thereupon be subject to all of the
		conditions, restrictions and performance criteria which were applicable to the
		units subject to the Award prior to such Change in Capitalization.
	 

	 
		ARTICLE VIII
	 

	 
		TERMINATION AND AMENDMENT OF THE
		PLAN
	 

	 
		The Plan shall terminate on the day
		preceding the tenth anniversary of the Effective Date and no Award may be
		granted thereafter. The Board may sooner terminate the Plan and the Board may
		at any time and from time to time amend, terminate, modify or suspend the Plan
		or any Agreement provided, however, that no such amendment, modification,
		suspension or termination shall impair or adversely affect any Awards
		theretofore granted under the Plan, except with the consent of the Grantee, nor
		shall any amendment, modification, suspension or termination deprive any
		Grantee of any Common Units which he or she may have acquired through or as a
		result of the Plan. To the extent necessary under Section 16(b) of the Exchange
		Act and the rules and regulations promulgated thereunder or other applicable
		law, no amendment shall be
	 

	 
		 
	 

	 
		 
	 

	 
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		effective unless approved by the unitholders
		of the Partnership in accordance with applicable law and regulations.
	 

	 
		ARTICLE IX
	 

	 
		MISCELLANEOUS
	 

	 
		9.1 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 the Common Units, and
		such arrangements may be either applicable generally or only in specific
		cases.
	 

	 
		9.2 Limitation of Liability. As illustrative of the limitations 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 be granted
		an Award other than at the sole discretion of the Committee;
	 

	 
		(b) give any person any rights whatsoever
		with respect to the Common Units except as specifically provided in the Plan or
		an Agreement;
	 

	 
		(c) limit in any way the right of the
		Partnership or any of its affiliates 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.
	 

	 
		9.3 Regulations and Other Approvals; Governing
		Law. 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 the laws of the State of New Jersey
		without giving effect to conflicts of law principles.
	 

	 
		Notwithstanding any other provisions of this
		Plan, the obligation of the Partnership to deliver the Common Units in respect
		thereof under the Plan shall, in each case, be subject to all applicable laws,
		rules and regulations, including all applicable federal and state securities
		laws, and the obtaining of all such approvals by governmental agencies as may
		be deemed necessary or appropriate by the Committee.
	 

	 
		(a) Except as provided in Article VIII
		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.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) Each Award is subject to the requirement
		that, if at any time the Committee determines, in its sole and absolute
		discretion, that the listing, registration or qualification of the Common Units
		issuable pursuant to the Plan is required by any securities exchange or under
		any state or federal law, or the consent or approval of any governmental
		regulatory body is necessary or desirable as a condition of, or in connection
		with, the grant of an Award of the issuance of the Common Units, no Awards
		shall be granted and no Common Units shall be issued, in whole or in part,
		unless such listing, registration, qualification, consent or approval has been
		effected or obtained free of any conditions not acceptable to the
		Committee.
	 

	 
		(c) Notwithstanding anything contained in
		the Plan or any Agreement to the contrary, in the event that the disposition of
		the Common Units or any other securities acquired pursuant to the Plan is not
		covered by a then current registration statement under the Act or is not
		otherwise exempt from such registration, such Common Units shall be restricted
		against transfer to the extent required by the Act and Rule 144 or other
		regulations thereunder. The Committee may require any person receiving Common
		Units pursuant to an award granted under the Plan, as a condition precedent to
		receipt of such Common Units, to represent and warrant to the Partnership in
		writing that the Common Units acquired by such individual are acquired without
		a view to any distribution thereof and will not be sold or transferred other
		than pursuant to an effective registration thereof under said Act or pursuant
		to an exemption applicable under the Act or the rules and regulations
		promulgated thereunder. The certificates evidencing any of such Common Units
		shall be appropriately legended to reflect their status as restricted
		securities as aforesaid.
	 

	 
		9.4 Withholding of Taxes. At such times as a Grantee recognizes taxable income
		in connection with the rights to acquire Common Units granted hereunder (a
		“Taxable Event”), the Grantee shall pay to the Partnership an amount
		equal to the federal, state and local income taxes and other amounts as may be
		required by law to be withheld by the Partnership in connection with the
		Taxable Event (the “Withholding Taxes”) prior to the issuance of such
		units. The Partnership shall have the right to deduct from any payment of cash
		to a Grantee an amount equal to the Withholding Taxes in satisfaction of the
		obligation to pay Withholding Taxes. In satisfaction of the obligation to pay
		Withholding Taxes to the Partnership, the Grantee may make a written election
		(the “Tax Election”), which may be accepted or rejected in the
		discretion of the Committee, to have withheld a portion of the Common Units
		then issuable to him or her having an aggregate Fair Market Value, on the date
		preceding the date of such issuance, equal to the Withholding Taxes, provided
		that in respect of a Grantee who may be subject to liability under Section
		16(b) of the Exchange Act, such withholding is done in accordance with any
		applicable Rule under section 16(b) of the Exchange Act.
	 

	 
		9.5 Interpretation.
		The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange
		Act, and the Committee shall interpret and administer the provisions of the
		Plan or any Agreement in a manner consistent therewith. Any
	 

	 
		 
	 

	 
		 
	 

	 
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		provisions inconsistent with such rule shall
		be inoperative and shall not affect the validity of the Plan.
	 

	 
		9.6 Effective Date.
		The effective date of the Plan shall be the Effective Date. The effectiveness
		of the Plan is subject to approval of the Plan prior to the Effective Date by
		the partners of the Partnership. The effective date of the amendments to the
		Plan as set forth in this Amended and Restated Plan shall be as of the date
		such amendment is approved by the unitholders of the Partnership to the extent
		necessary under Section 16(b) of the Exchange Act and the rules and regulations
		promulgated thereunder and as required under the listing standards of the New
		York Stock Exchange or any other applicable law.
	 

	 
		 
	 

	 
		 
	 

	 
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