** **

**Exhibit 3.3**

**LIMITEDLIABILITY COMPANY AGREEMENTOFTEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC**

ThisLimited Liability Company Agreement (this “Agreement”) of Texas EasternProducts Pipeline Company, LLC, is entered into by PanEnergy Corp., a Delawarecorporation, to hereby form a Delaware limited liability company pursuant toand in accordance with the Delaware Limited Liability Company Act (the “Act”). AccordinglyPanEnergy Corp. hereby agrees as follows:

1.    Name. The name of the limitedliability company formed hereby is Texas Eastern Products Pipeline Company, LLC(the “Company”).

2.    Purpose. The purpose for which theCompany is organized is to transact any and all lawful business for whichlimited liability companies may be organized under the Act.

3.    Registered Office. The registeredoffice of the Company in the State of Delaware is c/o The Corporation TrustCompany, 1209 Orange Street, Wilmington, DE 19801.

4.    Registered Agent. The name andaddress of the registered agent of the Company for service of process on theCompany in the State of Delaware is The Corporation Trust Company, 1209 OrangeStreet, Wilmington, DE  19801.

5.    Principal Office. The principaloffice of the Company (at which the books and records of the Company shall bemaintained) shall be in Houston, Texas.

6.    Member.

(a)      The nameand the mailing address of the initial Member is as follows:

PanEnergy Corp.

5400 Westheimer Court

Houston,Texas  77056

(b)         The member shall not cease to be amember of the Company upon the occurrence of any event described in Section 18-304of the Act.

7.    Term. The term of the Company shallcommence on the effective date of the filing of a Certificate of Formation inthe Office of the Secretary of State of the State of Delaware and shall beperpetual, unless it is dissolved sooner as a result of:  (a) the written election of the member,or (b) the entry of a decree of judicial dissolution under Section 18-802of the Act. No other event shall cause dissolution of the Company.

8.    Management. As provided in thisAgreement, all management powers over the business and affairs of the Companyshall be exclusively vested in a Board of Directors (the

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“*Board of Directors*”) and, subject to the direction of theBoard of Directors, the Officers, who shall collectively (Officers andDirectors) constitute “*managers*” ofthe Company within the meaning of the Act. No Member, by virtue of having thestatus of a member, shall have any management power over the business andaffairs of the Company or actual or apparent authority to enter into contractson behalf of, or to otherwise bind, the Company. Except as otherwisespecifically provided in this Agreement, the authority and functions of theBoard of Directors on the one hand and of the Officers on the other shall beidentical to the authority and functions of the board of directors andofficers, respectively, of a corporation organized under the Delaware GeneralCorporation Law. Thus, except as otherwise specifically provided in thisAgreement, the business and affairs of the Company shall be managed under thedirection of the Board of Directors, and the day-to-day activities of theCompany shall be conducted on the Company’s behalf by the Officers, who shallbe agents of the Company. In addition to the powers that now or hereafter canbe granted to managers under the Act and to all other powers granted under anyother provision of this Agreement, the Board of Directors (subject to Section 9)and the Officers (subject to Section11 and the direction of the Board ofDirectors) shall have full power and authority to do all things on such termsas they, in their sole discretion, may deem necessary or appropriate toconduct, or cause to be conducted, the business and affairs of the Company.

9.    Board of Directors.

(a)          Number and Term. The number ofDirectors shall be nine and may be changed from time to time by the Board ofDirectors, but shall not be less than three. Except as otherwise provided in Section 9(d),each Director shall be elected at the annual meeting of the Members. Directorsneed not be Members. No decrease in the number of Directors shall have theeffect of shortening the term of office of any incumbent Director.

(b)         Chairman and Vice Chairman.

(i)           The Board of Directors shall electfrom their number, a Chairman and a Vice Chairman.

(ii)          The Chairman shall preside at allmeetings of the Members, Directors and the Executive Committee of the Board. TheVice Chairman shall perform all the duties of the Chairman in the absence ordisability of the Chairman. The Chairman and Vice Chairman shall have suchother powers and perform such other duties as may be prescribed from time totime by the Board of Directors.

(c)          Quorum and Manner of Action. Atall meetings of the Board of Directors, a majority of the total number ofDirectors shall constitute a quorum for the transaction of business; and theact of a majority of the Directors present at any meeting at which there is aquorum shall be the act of the Board of Directors, except as otherwise providedby law or this Agreement. If at any meeting of the Board of Directors thereshall be less than a quorum present, a majority of those present may adjournthe meeting from time to time until a quorum is obtained, and no further noticethereof need be given other than by announcement at such adjourned meeting. Attendanceby a director at a meeting shall constitute a waiver of notice of 

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such meetingexcept where a director attends a meeting for the express purpose of objecting,at the beginning of the meeting, to the transaction of any business on theground that the meeting is not lawfully called or convened.

(d)         Vacancies. Except as otherwiseprovided by law or this Agreement, in the case of any increase in theauthorized number of directors or of any vacancy in the Board of directors, howevercreated, the additional Director or Directors may be elected or, as the casemay be, the vacancy or vacancies may be filled by majority vote of theDirectors remaining on the whole Board of Directors although less than aquorum, or by a sole remaining Director. Any director elected or chosen asprovided herein shall serve until the first to occur of (i) the expirationof the term of the directorship to which a Director is elected or appointed, (ii) theelection and qualification of the director’s successor, or (iii) theDirector’s resignation or removal.

(e)          Resignations. A Director mayresign at any time upon written notice of resignation to the Company. Anyresignation shall be effective immediately unless a certain effective date isspecified therein, in which event it will be effective upon such date andacceptance of any resignation shall not be necessary to make it effective.

(f)          Removals. Any Director or theentire Board of Directors may be removed, with or without cause, and anotherperson or persons may be elected to serve for the remainder of his or theirterm by the Member. In case any vacancy so created shall not be filled by themember, such vacancy may be filled by the remaining Directors as provided in Section 9(d).

(g)         Retirements.

(i)           An “inside director,” one who is anemployee of the Company or an affiliate of the Company shall retire frommembership on the Board of Directors at the first meeting of the Boardfollowing retirement, resignation or termination as an active employee of theCompany or such affiliate.

(ii)          An “outside director,” one who is notan employee of the Company or an affiliate of the Company, shall retire fromactive membership on the Board of directors at the first meeting of the Boardfollowing attainment of the age of 70 years.

(h)         Annual Meetings. The annualmeeting of the Board of Directors shall be held, if a quorum be present, forthe purpose of organization and transaction of any other business that might betransacted at a regular meeting thereof, and no notice of such meeting shall benecessary. If a quorum is not present, such annual meeting may be held at anyother time or place that may be specified in a notice given in the mannerprovided in Section 9(j) for special meetings of the Board ofDirectors or in a waiver of notice thereof.

(i)           Regular Meetings. Regularmeetings of the Board of Directors may be held without notice at such placesand times as shall be determined from time to time by 

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resolution of theBoard of Directors. Except as otherwise provided by law, any business may betransacted at any regular meeting of the Board of Directors.

(j)           Special Meetings. Specialmeetings of the Board of Directors may be called by the Chief ExecutiveOfficer, or by the Secretary on the written request of one-third of the membersof the whole Board of Directors stating the purpose or purposes of such meeting.Notices of special meetings shall be given to each Director not later thanthree days before the day the meeting is to be held. No notice of any meetingneed be given to any director who files a written waiver of notice thereof withthe Secretary either before or after the meeting. Neither the business to betransacted at, nor the purpose of, any special meeting need be specified in anynotice or written waiver of notice, unless so required by this Agreement. Exceptas otherwise provided by law or this Agreement, any and all business may betransacted at a special meeting.

(k)          Organization of Meetings. Atany meeting of the Board of Directors, business shall be transacted in suchorder and manner as such the Chairman of the Board may from time to timedetermine.

(l)           Place of Meetings. The Boardof Directors may hold their meetings outside the State of Delaware, at anyoffice or offices of the Company, or at any other place as they may from timeto time by resolution determine.

(m)         Compensation of Directors.

(i)           Each director shall, in considerationof his serving as a Director, be paid by the Company such reasonablecompensation as shall be fixed from time to time by resolution of the Board ofDirectors, together with reimbursement for traveling, food, lodging and otherexpenses incurred in attending meetings in accordance with policies approvedfrom time to time by the Board of Directors; provided that a Director who isalso an employee of the Company or an employee of an affiliate of the Companyshall not be entitled to receive any compensation for his or her services as aDirector.

(ii)          Members of committees of the Board ofDirectors may received such reasonable compensation for their services as maybe fixed from time to time by resolution of the Board of Directors, togetherwith reimbursement for traveling, food, lodging and other expenses incurred inattending meetings in accordance with policies approved from time to time bythe Board of Directors; provided that a Director who is also an employee of theCompany or an employee of an affiliate of the Company shall not be entitled toreceive any compensation for his or her services as a Director.

(n)         Action by Written Consent. Unlessotherwise restricted by law of this Agreement, any action required or permittedto be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting if the required number of such directorsconsent thereto in writing and the writing or writings are filed with theminutes of proceedings of the Board of Directors or the committee.

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(o)         Participation in Meetings byTelephone. Members of the Board of Directors or of any committee thereofmay participate in a meeting of the Board of Directors or such committee bymeans of conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, andparticipation in a meeting in such manner shall constitute presence in personat such meeting.

(p)         Initial Directors. The initialdirectors, appointed as of the date of this Agreement, are as follows:

Milton Carroll

Carl D. Clay

Derrill Cody

John P. DesBarres

Fred J. Fowler

Jim W. Mogg

Richard J. Osborne

Ruth G. Shaw

William L. Thacker

10.  Committees.

(a)          General.

(i)           The Board of Directors may, byresolution passed by a majority of the whole Board, designate one or morecommittees, each committee to consist of three or more directors. The Board maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee. Exceptas otherwise provided by law, any such committee shall have and may exercisesuch powers of the Board of Directors as are provided in the resolution of theBoard or set forth in this Agreement.

(ii)          Resignations of members of a committeemust be in writing and shall be effective upon the date of receipt thereof bythe Secretary or upon the effective date specified therein, whichever date islater, unless approval by the Board of Directors is made a condition of theresignation, in which event it shall be effective upon such approval. The Boardshall have the power at any time to fill vacancies, the change the membershipof, and to dissolve any committee.

(iii)         Regular meetings of a committee may beheld without notice at such time and place as shall from time to time bedetermined by the committee. Special meetings of a committee shall be called bythe Secretary at the request of the Chief Executive Officer of any two membersof the committee. Notice of each special meeting of a committee shall be givenby the Secretary to each member of the committee. No such notice of any meetingneed be given to any 

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member of a committee who attends the meeting or whofiles a written waiver of notice thereof with the Secretary, either before or afterthe meeting.

(iv)        Unless the Board of Directors otherwiseprovides, each committee designated by the Board may adopt, amend and repeal rules forthe conduct of its businesses. In the absence of a provision by the Board, aprovision in the rules of such committee or a provision in this Agreementto the contrary, a majority of the entire number of members of such committeeshall constitute a quorum for the transaction of business, and the vote of amajority of the members present at a meeting at the time of such vote if aquorum is then present shall be the act of such committee. If the Board has notdesignated alternate members of the committee present at any meeting and nodisqualified from voting, whether or not he or they constitute a quorum, may inthe absence or disqualification of any member of the committee unanimouslyappoint another member of the Board of Directors to act at the meeting in theplace of such absent or disqualified member.

(v)         Each committee may designate a chairmanof such committee by majority vote of the committee’s full membership, unlessdesignation of a chairman is otherwise specified in this Agreement or providedby resolution of the Board of Directors.

(b)         Executive Committee.

(i)           The Board of Directors may designatean Executive Committee. During the intervals between meetings of the Board, theCommittee shall advise with and aid the officers of the Company in all mattersconcerning its interests and the management of its business, and generallyperform such duties as may be directed by the Board of Directors from time totime. The Committee shall have and may exercise all the powers and authority ofthe Board in the management of the business and affairs of the Company whilethe Board is not in session; but the Committee shall not have power orauthority in reference to amending this Agreement, adopting an agreement ofmerger or consolidation, recommending to the Member the sale, lease or exchangeof all or substantially all the Company’s property and assets, recommending tothe Member a dissolution of the Company or a revocation of a dissolution,filling newly created directorships and vacancies on the Board or thecommittee, or (unless expressly authorized by resolution of the Board)declaring a dividend, distribution or authorizing the issuance of membershipinterests or interests in partnerships of which the Company is a generalpartner.

(ii)          A quorum for the transaction ofbusiness a meetings of the Executive Committee shall consist of three membersof the Committee then in office.

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(iii)         The Executive Committee shall keepregular minutes of proceedings, copies of which shall be sent to each member ofthe Board of Directors.

11.  Officers.

(a)            General.

(i)           The officers of the Company shall bechosen by the Board of Directors. The principal officers shall be a ChiefExecutive Officer, a President, one or more Vice Presidents (one or more ofwhom may be designated Executive Vice President, and one or more of whom may bedesignated Senior Vice President), a Secretary, a Treasurer, a Chief FinancialOfficer, and a General Counsel. The principal officers shall be elected eachyear at the first meeting of the Board of Directors. Two or more offices may beheld by the same person. The Chief Executive Officer shall be chosen by the Directorsfrom their own number. The salaries of the principal officers of the Companyshall be fixed by the Board.

(iii)         Unless he resigns, dies or is removedprior thereto, each officer of the Company shall hold office until hissuccessor has been chosen and has qualified. Any person elected or appointed bythe Board of directors may be removed at any time, with our without cause, andall vacancies (however arising) may be filled at any time, by the affirmativevote of a majority of the Directors then in office. Any other employee of theCompany may be removed at any time, with or without cause, by the ChiefExecutive Officer or by any superior of such employee to whom the power ofremoval has been delegated by the Chief Executive Officer.

(b)         Chief Executive Officer.

(i)           The Board of Directors shalldesignate the Chief Executive Officer of the Company.

(ii)          All other officers of the Companyshall be subordinate to the Chief Executive Officer and shall from time to timereport to him as he may direct. He shall have general supervision and directionof the business of the Company and shall see that all orders and resolutions ofthe Board are carried into effect.

(iii)         The Chief Executive Officer shall haveall the general powers and duties usually vested in the chief executive officerof a corporation, and in addition shall have such other powers and perform suchother duties as may be prescribed from time to time by the Board of Directors.

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(c)          President.

(i)           The President shall have such powersand perform such duties as may be prescribed from time to time by the Board ofDirectors.

(ii)          If not also designated Chief ExecutiveOfficer, the President shall be vested with the powers and authorized toperform all the duties of the Chief Executive Officer in the absence ordisability of the Chief Executive Officer.

(d)         Executive Vice President. If theBoard designates one or more Executive Vice Presidents, such officer orofficers shall have such powers and perform such duties as may be prescribedfrom time to time by the Board of Directors, Chief Executive Officer or thePresident. Each Executive Vice President shall have all the powers and dutiesgranted and delegated to each Senior Vice President and Vice President by thisAgreement.

(e)          Senior Vice President. If theBoard designates one or more Senior Vice Presidents, such officer or officersshall have such powers and perform such duties as may be prescribed from timeto time by the Board of Directors, Chief Executive Officer or the President.

(f)          Vice President. Each VicePresident shall have such powers and perform such duties as may be prescribedfrom time to time by the Board of Directors, Chief Executive Officer or thePresident.

(g)         Chief Financial Officer. TheChief Financial Officer shall be the principal financial and accounting officerof the Company. He shall have general direction of ad supervision over thefinancial and accounting affairs of the Company. He shall render to the ChiefExecutive Officer and the Board of Directors, at regular meetings of the Board,or whenever they may require it, an account of the financial condition of theCompany. He shall have such other powers and perform such other duties as maybe prescribed from time to time by the Board of Directors, the Chief ExecutiveOfficer or the President.

(h)         General Counsel. The GeneralCounsel shall be the principal legal officer of the Company. He shall havegeneral direction of and supervision over the legal affairs of the Company andshall advise the Board of Directors and officers of the Company on all legalmatters. He shall have such other powers and perform such other duties as maybe prescribed from time to time by the Board of directors, the Chief ExecutiveOfficer or the President.

(i)           Secretary. The Secretary shallattend all sessions of the Board and all meetings of the members and record allvotes and the minutes of all proceedings in a book to be kept for that purpose.He shall perform like duties for committees of the Board when required. Heshall give, or cause to be given, notice of all meetings of the members and ofthe Board of directors, when notice is required by this Agreement. He shallhave such other powers and perform such other duties as may be prescribed fromtime to time by the Board of Directors, the chief Executive Officer or thePresident.

(j)           Assistant Secretary. If theBoard appoints one or more Assistant Secretaries, each Assistant Secretaryshall be vested with all the powers and authorized to perform all the duties ofthe Secretary in his absence or disability. The performance of any act or 

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the execution ofany instrument by an Assistant Secretary in any instance in which suchperformance or execution would customarily have been accomplished by theSecretary shall constitute conclusive evidence of the absence or disability ofthe Secretary. Each Assistant Secretary shall perform such other duties as maybe prescribed from time to time by the Board of Directors, the Chief ExecutiveOfficer or the President.

(k)          Treasurer.

(i)           The Treasurer shall have custody ofthe corporate funds and securities, and he shall keep full and accurateaccounts of receipts and disbursements in books belonging to the Company andshall deposit all monies and other valuable effects in the name and to thecredit of the Company, in such depositories as may be designated by the Boardof directors. He shall disburse the funds of the Company as ordered by theBoard taking proper vouchers for such disbursements.

(ii)          If required by the Board of Directors,he shall give the Company a bond in a sum and with one or more suretiessatisfactory to the Board, for the faithful performance of the duties of hisoffice, and for the restoration to the Company, in case of his death,resignation, retirement or removal from office, of all books, papers, vouchers,money and other property of whatever kind in his possession or under hiscontrol belonging to the Company.

(iii)         He shall have such other powers andperform such other duties as may be prescribed from time to time by the Boardof Directors. The Chief Executive Officer or the President.

(l)           Assistant Treasurer. If theBoard appoints one or more Assistant Treasurers, each Assistant Treasurer shallbe vested with all the powers and authorized to perform all the duties of theTreasurer in his absence or disability. The performance of any act or theexecution of any instrument by an Assistant Treasurer in any instance whichsuch performance or execution would customarily have been accomplished by theTreasurer shall constitute conclusive evidence of the absence or disability ofthe Treasurer. Each Assistant Treasurer shall perform such other duties as maybe prescribed from time to time by the Board of Directors, the Chief ExecutiveOfficer or the President.

(m)         Duties of Officers may be Delegated.In case of the absence of any officer of the Company, or for any other reasonthat the Board may deem sufficient, the Board may delegate, for the time being,the powers of duties, or any of them, of such officer to any other officer, orto any Director, provided a majority of the Directors then in office concurtherein.

12.  Powers of Execution.

(a)          Checks and Notes. All checksand other demands for money and notes and other instrument for the payment ofmoney shall be signed on behalf of the Company by such officer or officers orby such other person or persons as the Board of Directors may from 

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time to timedesignate. The signature of any such officer or other person may be a facsimileif so authorized by the Board of Directors.

(b)         Contracts and Deeds. All contracts,deeds and instruments shall be signed on behalf of the Company by the ChiefExecutive Officer, by the President, by any Vice President, or by such otherperson or persons as the Board of Directors or the Chief Executive Officer mayfrom time to time designate.

(c)          Interests in Other Entities. Allshares of stock, partnership interests, membership interests or other interestsowned by the Company in other corporations, partnerships or other entities(other than interests in TEPPCO Partners, L.P., TE Products Pipeline Company,Limited partnership, or TCTM, L.P.) shall be voted or represented, as the casemay be, on behalf of the Company by such persons and in such manner as shall beprescribed by the Chief Executive Officer.

14.  Indemnification of Directors and Officers.

(a)          The Company shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative by reason of the fact that such person is orwas, at any time prior to or during which this Section 14 is in effect, aDirector or Officer of the Company, or is or was, at any time prior to orduring which this Section 14 is in effect, serving at the request of theCompany as a director or officer of another corporation, partnership, limitedliability company, joint venture, trust, other enterprise or employee benefitplan against reasonable expenses (including attorneys’ fees), judgments, fines,penalties, amounts paid in settlement and other liabilities actually andreasonably incurred by such person in connection with such action, suit orproceeding to the full extent permitted by the Act.

(b)         Expenses incurred by a person who is orwas a Director or Officer of the Company in appearing at, participating in ordefending any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, shall be paid by theCompany at reasonable intervals in advance of the final disposition of suchaction, suit or proceeding upon receipt of an undertaking by or on behalf ofthe Director or Officer to repay such amount if it shall ultimately bedetermined that he is not entitled to be indemnified by the Company asauthorized by this Section 14. The indemnification and advancement ofexpenses provided by this Section 14 shall not be deemed exclusive of anyother rights to which those seeking indemnification or advancement of expensesmay be or become entitled under any law, this Agreement, the decision of theMember, or disinterested Directors or otherwise, or under any policy orpolicies of insurance purchased and maintained by the Company on behalf of anysuch person, both as to action in his official capacity and as to action in anothercapacity while holding such office, and shall continue as to a person who hasceased to be a Director or Officer and shall inure to the benefit of the heirs,executors and administrators of such person.

(c)          The rights provided by this Section 14are for the benefit of the persons referred to herein and their respectiveheirs, executors and administrators and shall be legally enforceable againstthe Company by such persons (who shall be presumed to have relied on such 

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rights inundertaking or continuing any of the positions referred to herein) or by theirrespective heirs, executors and administrators. No amendment to or restatementof this Section 14, or merger, consolidation or reorganization of theCompany, shall impair the rights of indemnification provided by this Section 14with respect to any action or failure to act, or alleged action or failure toact, occurring or alleged to have occurred prior to such amendment,restatement, merger or consolidation.

(d)         NEITHER THE DIRECTORS, THE MEMBER, NOR ANY OWNER, OFFICER, DIRECTOR OREMPLOYEE OF THE COMPANY OR OF THE MEMBER, SHALL BE LIABLE, RESPONSIBLE ORACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR THE MEMBER FOR ANY ACTIONTAKEN OR FAILURE TO ACT **(EVEN IF SUCH ACTION ORFAILURE TO ACT CONSTITUTED THE NEGLIGENCE OF A PERSON, INCLUDING THE PERSON FORWHOM EXCULPATION IS SOUGHT HEREUNDER)** ON BEHALF OF THE COMPANYWITHIN THE SCOPE OF THE AUTHORITY CONFERRED ON THE PERSON DESCRIBED IN THISAGREEMENT OR BY LAWUNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTEDFRAUDULENTLY OR CONSTITUTED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THEEXTENT THAT, AT LAW OR IN EQUITY, THE BOARD OF DIRECTORS, THE MEMBER, OR ANYOWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER HAVEDUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES RELATING TO THE COMPANY,THE BOARD OF DIRECTORS, THE MEMBER OF ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEEOF THE COMPANY OR THE MEMBER OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREEDBY THE MEMBER TO REPLACE SUCH OTHER DUTIES AND LIABILITEIS OF THE DIRECTORS,THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THEMEMBER.

15.  Governing Law. This Agreement shall begoverned by, and construed under, the laws of the State of Delaware, all rightsand remedies being governed by said laws.

16.  Member Obligations. (a) Neitherthe Member nor any Affiliate of, or any director appointed by, the member shallhave any obligation or owe any duty, fiduciary or otherwise, to the Company orto any of the Company’s Affiliates, including any obligation (i) to offerbusiness opportunities to the Company, (ii) to refrain from pursuingbusiness opportunities that may have a competitive impact upon the Company or (iii) torefrain from taking any other action that will or may be detrimental to theCompany, and neither the member nor any of its Affiliates shall, by virtue ofthe relationship established pursuant to this Agreement, have any otherobligations to take or refrain from taking any other action that may impact theCompany. The provisions of this Section 16 constitute an agreement tomodify or eliminate fiduciary duties pursuant to the provisions of Section 18-1101of the Act.

(b)         As used in this Section 16, thefollowing definitions shall apply:

(i)           “Affiliate” shall mean, with respectto any Person, a Person directly or indirectly Controlling, Controlled by orunder common Control with such Person.

(ii)          “Control” shall mean the possession,directly or indirectly, through one or more intermediaries, by any Person orgroup (within the meaning of Section 13(d)(3) under the SecuritiesExchange Act of 1934, as amended) of both 

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of the following: (A)(1) in the case of acorporation, more than 25% of the direct or indirect economic interest in theoutstanding equity securities thereof; 92) in the case of a limited liabilitycompany, partnership, limited partnership or venture, the right to more than25% of the direct or indirect economic interest in the outstanding equitysecurities thereof; (2) in the case of a limited liability company,partnership, limited partnership or venture, the right to more than 25% of thedistributions therefrom (including liquidating distributions); (3) in thecase of a trust or estate, including a business trust, more than 25% of thebeneficial interest therein; and (4) in the case of any other entity, morethan 25% of the economic or beneficial interest therein; and (B) in thecase of any entity, the power or authority, through ownership of votingsecurities, by contract or otherwise, to control or direct the management andpolicies of the entity.

(iii)         “Person” shall mean any individual,partnership, limited liability company, firm, corporation, association, jointventure, trust or other entity or any federal, state, political subdivision orother governmental agency or instrumentality, foreign or domestic.

INWITNESS WHEREOF, the undersigned, intending to be bound hereby, has dulyexecuted this limited Liability Company Agreement this 31st day of March, 2000.

|        |   | PANENERGY CORP. |
|--------|--------|-----------------|
|   |   |            |   |   |
|   |   | By:             |   | /s/ FRED A. FOWLER |   |
|   |   | Name:           |   | Fred A. Fowler |   |
|   |   | Title:          |   | Group Vice President |   |

 

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