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EXHIBIT 10.1



PLAINS ALL AMERICAN



2005 LONG-TERM INCENTIVE PLAN



     
SECTION 1.     Purpose
of the Plan.



     
The Plains All American 2005 Long-Term Incentive
Plan (the “Plan”) has been adopted by Plains All
American GP LLC, a Delaware limited liability company (the
“Company”), the general partner of Plains All American
Pipeline, L.P., a Delaware limited partnership (the
“Partnership”), and is intended to promote the
interests of the Partnership and the Company by providing to
employees, and directors of the Company and its Affiliates
incentive compensation awards for superior performance that are
based on Units. The Plan is also contemplated to enhance the
ability of the Company, the Partnership and their Affiliates to
attract and retain the services of individuals who are essential
for the growth and profitability of the Partnership and to
encourage them to devote their best efforts to advancing the
business of the Partnership and their respective employers.



     
SECTION 2.     Definitions.



     
As used in the Plan, the following terms shall
have the meanings set forth below:




		
	 	     
    “Affiliate” means, with respect to any
    Person, any other Person that directly or indirectly through one
    or more intermediaries controls, is controlled by or is under
    common control with, the Person in question. As used herein, the
    term “control” means the possession, direct or
    indirect, of the power to direct or cause the direction of the
    management and policies of a Person, whether through ownership
    of voting securities, by contract or otherwise.
    
	 
	 	     
    “Award” means an Option, Restricted
    Unit, Phantom Unit or Unit Appreciation Right granted under the
    Plan, and may include any tandem DERs granted with respect to a
    Phantom Unit, Option or Unit Appreciation Right.
    
	 
	 	     
    “Award Agreement” means the written
    agreement by which an Award shall be evidenced, and which may
    describe any terms, conditions, criteria, restrictions or other
    elements of such Award as determined by the Committee in its
    discretion.
    
	 
	 	     
    “Board” means the Board of Directors of
    the Company.
    
	 
	 	     
    “Committee” means the Compensation
    Committee of the Board.
    
	 
	 	     
    “DER” means a contingent right, granted
    in tandem with a specific Option, Unit Appreciation Right or
    Phantom Unit, to receive an amount in cash equal to the cash
    distributions made by the Partnership with respect to a Unit
    during the period such Award is outstanding.
    
	 
	 	     
    “Director” means a member of the Board
    who is not an Employee.
    
	 
	 	     
    “Employee” means any employee of the
    Company or an Affiliate.
    
	 
	 	     
    “Exchange Act” means the Securities
    Exchange Act of 1934, as amended.
    
	 
	 	     
    “Fair Market Value” means the closing
    sales price of a Unit on the applicable date preceding the
    applicable date (or if there is no trading in the Units on such
    date, on the next preceding date on which there was trading) or
    (other than with respect to establishing the exercise price of
    an Option or Unit Appreciation Right) as defined in an Award
    Agreement. In the event Units are not publicly traded at the
    time a determination of fair market value is required to be made
    hereunder, the determination of fair market value shall be made
    in good faith by the Committee.
    
	 
	 	     
    “Option” means an option to purchase
    Units granted under the Plan.
    
	 
	 	     
    “Participant” means any Employee, or
    Director granted an Award under the Plan.
    




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    “Partnership Agreement” means the Third
    Amended and Restated Agreement of Limited Partnership of Plains
    All American Pipeline L.P., as it may be amended or amended and
    restated from time to time.
    
	 
	 	     
    “Person” means an individual or a
    corporation, limited liability company, partnership, joint
    venture, trust, unincorporated organization, association,
    government agency or political subdivision thereof or other
    entity.
    
	 
	 	     
    “Phantom Unit” means a phantom
    (notional) Unit granted under the Plan that upon vesting
    entitles the Participant to receive a Unit or an amount of cash
    equal to the Fair Market Value of a Unit, as determined by the
    Committee in its discretion.
    
	 
	 	     
    “Restricted Period” means the period
    established by the Committee with respect to an Award during
    which the Award or Unit may remain subject to restrictions
    established by the Committee, including without limitation a
    period during which such Award or Unit is subject to forfeiture
    or restrictions on transfer, or is not yet exercisable by or
    payable to the Participant, as the case may be. As the context
    requires the word “vest” and its derivatives refers to
    the lapse of some or all, as the case may be, of the
    restrictions imposed during such Restricted Period.
    
	 
	 	     
    “Restricted Unit” means a Unit
    delivered under the Plan that is subject to a Restricted Period.
    
	 
	 	     
    “Rule 16b-3” means Rule 16b-3
    promulgated by the SEC under the Exchange Act, or any successor
    rule or regulation thereto as in effect from time to time.
    
	 
	 	     
    “SEC” means the Securities and Exchange
    Commission, or any successor thereto.
    
	 
	 	     
    “UDR” means a distribution made by the
    Partnership with respect to a Restricted Unit.
    
	 
	 	     
    “Unit” means a Common Unit of the
    Partnership.
    
	 
	 	     
    “Unit Appreciation Right” means an
    Award that, upon exercise, entitles the holder to receive the
    excess of the Fair Market Value of Unit on the exercise date
    over the exercise price established for such Unit Appreciation
    Right. Such excess may be paid in cash and/or in Units as
    determined by the Committee in its discretion.
    




     
SECTION 3.     Administration.



     
The Plan shall be administered by the Committee.
A majority of the Committee shall constitute a quorum, and the
acts of the members of the Committee who are present at any
meeting thereof at which a quorum is present, or acts
unanimously approved by the members of the Committee in writing,
shall be the acts of the Committee. Subject to the following and
applicable law, the Committee, in its sole discretion, may
delegate any or all of its powers and duties under the Plan,
including the power to grant Awards under the Plan, to the Chief
Executive Officer of the Company, subject to such limitations on
such delegated powers and duties as the Committee may impose, if
any. Upon any such delegation all references in the Plan to the
“Committee”, other than in Section 7, shall be
deemed to include the Chief Executive Officer; provided,
however, that such delegation shall not limit the Chief
Executive Officer’s right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may
not grant Awards to, or take any action with respect to any
Award previously granted to, a person who is an officer subject
to Rule 16b-3 or a member of the Board. Subject to the
terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by
the Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or
types of Awards to be granted to a Participant;
(iii) determine the number of Units to be covered by
Awards; (iv) determine the terms and conditions of any
Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled (including settlement in
cash), exercised, canceled, or forfeited; (vi) interpret and
administer the Plan and any instrument or agreement relating to
an Award made under the Plan; (vii) establish, amend,
suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper
administration of the Plan; and (viii) make any other
determination and take any other action that the Committee deems
necessary



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or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate,
any Participant, and any beneficiary of any Award.




     
SECTION 4.     Units.



     
(a) Limits on Units Deliverable.
Subject to adjustment as provided in Section 4(c), the
number of Units that may be actually delivered with respect to
Awards under the Plan is 3,000,000. If any Award is forfeited,
cancelled, exercised or otherwise terminated without the actual
delivery of Units pursuant to such Award, including any Award
under which Units are held back to cover the exercise price or
tax withholding, such Units shall be available to satisfy future
Awards under the Plan; provided, however, the issuance of a
Restricted Unit will be an “actual delivery” for
purposes of the preceding; thus, any Restricted Unit used to
cover an exercise price or tax withholding obligation shall not
become available to satisfy future Awards under the Plan. There
shall not be any limitation on the number of Awards that may be
granted and paid in cash.



     
(b) Sources of Units Deliverable Under
Awards. Any Units delivered pursuant to an Award shall
consist, in whole or in part, of Units acquired in the open
market, from any Affiliate, the Partnership or any other Person,
or any combination of the foregoing.



     
(c) Adjustments. In the event that
the Committee determines that any distribution (whether in the
form of cash, Units, other securities, or other property),
recapitalization, split, reverse split, reorganization, merger,
change of control, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Units or other
securities of the Partnership, issuance of warrants or other
rights to purchase Units or other securities of the Partnership,
or other similar transaction or event affects the Units such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and
type of Units (or other securities or property) with respect to
which Awards may be granted, (ii) the number and type of
Units (or other securities or property) subject to outstanding
Awards, and (iii) the grant or exercise price with respect
to any Award or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award; provided,
that the number of Units subject to any Award shall always be a
whole number.



     
SECTION 5.     Eligibility.



     
Any Employee or Director shall be eligible to be
designated a Participant and receive an Award under the Plan.



     
SECTION 6.     Awards.



     
(a) Options. The Committee shall have
the authority to determine the Employees and Directors to whom
Options shall be granted, the number of Units to be covered by
each Option, whether DERs are granted with respect to such
Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including
the following terms and conditions and such additional terms and
conditions, as the Committee shall determine, that are not
inconsistent with the provisions of the Plan.




		
	 	     
    (i) Exercise Price. The purchase
    price per Unit purchasable under an Option shall be determined
    by the Committee at the time the Option is granted but may not
    be less than the Fair Market Value of a Unit as of the date of
    grant.
    
	 
	 	     
    (ii) Time and Method of Exercise. The
    Committee shall determine the Restricted Period, i.e., the time
    or times at which an Option may be exercised in whole or in
    part, and the method or methods by which payment of the exercise
    price with respect thereto may be made or deemed to have been
    made, which may include, without limitation, cash, check
    acceptable to the Company, a
    




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    “cashless-broker” exercise through
    procedures approved by the Company, other securities or other
    property, a note (in a form acceptable to the Company), or any
    combination thereof, having a Fair Market Value on the exercise
    date equal to the relevant exercise price.
    
	 
	 	     
    (iii) Forfeitures. Except as
    otherwise provided in the terms of the Option Award Agreement,
    upon termination of a Participant’s employment with the
    Company and its Affiliates or membership on the Board, whichever
    is applicable, for any reason during the applicable Restricted
    Period, all Options shall be forfeited by the Participant.
    
	 
	 	     
    (iv) Option DERs. To the extent
    provided by the Committee, in its discretion, an Options Award
    Agreement may include a tandem DER grant, which may provide that
    such DERs shall be paid directly to the Participant, be credited
    to a bookkeeping account (with or without interest in the
    discretion of the Committee) subject to the same vesting
    restrictions as the tandem Options Award, or be subject to such
    other provisions or restrictions as determined by the Committee
    in its discretion.
    




     
(b) Restricted Units and Phantom
Units. The Committee shall have the authority to determine
the Employees and Directors to whom Restricted Units or Phantom
Units shall be granted, the number of Restricted Units or
Phantom Units to be granted to each such Participant, the
Restricted Period, the conditions under which the Restricted
Units or Phantom Units may become vested or forfeited, and such
other terms and conditions as the Committee may establish with
respect to such Awards, including whether DERs are granted with
respect to the Phantom Units.




		
	 	     
    (i) DERs. To the extent provided by
    the Committee, in its discretion, a Phantom Units Award
    Agreement may include a tandem DER grant, which may provide that
    such DERs shall be paid directly to the Participant, be credited
    to a bookkeeping account (with or without interest in the
    discretion of the Committee) subject to the same vesting
    restrictions as the tandem Phantom Unit Award, or be subject to
    such other provisions or restrictions as determined by the
    Committee in its discretion.
    
	 
	 	     
    (ii) UDRs. To the extent provided by
    the Committee, in its discretion, a Restricted Units Award
    Agreement may provide that distributions made by the Partnership
    with respect to the Restricted Units shall be subject to the
    same forfeiture and other restrictions as the Restricted Unit
    and, if restricted, such distributions shall be held, without
    interest, until the Restricted Unit vests or is forfeited with
    the UDR being paid or forfeited at the same time, as the case
    may be. Absent such a restriction on the UDRs in the Award
    Agreement, UDRs shall be paid to the holder of the Restricted
    Unit without restriction.
    
	 
	 	     
    (iii) Forfeitures. Except as
    otherwise provided in the terms of the Restricted Units or
    Phantom Units Award Agreement, upon termination of a
    Participant’s employment with the Company and its
    Affiliates or membership on the Board, whichever is applicable,
    for any reason during the applicable Restricted Period, all
    outstanding Restricted Units and Phantom Units awarded the
    Participant shall be automatically forfeited on such termination.
    
	 
	 	     
    (iv) Lapse of Restrictions.
    





		
	 	     
    (A) Phantom Units. Upon or as soon as
    reasonably practical following the vesting of each Phantom Unit,
    subject to the provisions of Section 8(b), the Participant
    shall be entitled to receive from the Company one Unit or cash
    equal to the Fair Market Value of a Unit, as determined by the
    Committee in its discretion.
    
	 
	 	     
    (B) Restricted Units. Upon or as soon
    as reasonably practical following the vesting of each Restricted
    Unit, subject to the provisions of Section 8(b), the
    Participant shall be entitled to have the relevant restrictions
    removed from his or her Unit certificate.
    




     
(c) Unit Appreciation Rights. The
Committee shall have the authority to determine the Employees
and Directors to whom Unit Appreciation Rights shall be granted,
the number of Units to be covered by each Award Agreement,
whether DERs are granted with respect to such Unit Appreciation
Right, the exercise price therefor and the conditions and
limitations applicable to the exercise of the Unit



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Appreciation Right, including the following terms
and conditions and such additional terms and conditions, as the
Committee shall determine, that are not inconsistent with the
provisions of the Plan.





		
	 	     
    (i) Exercise Price. The exercise
    price per Unit Appreciation Right shall be determined by the
    Committee at the time the Unit Appreciation Right is granted but
    may not be less than the Fair Market Value of a Unit as of the
    date of grant.
    
	 
	 	     
    (ii) Time of Exercise. The Committee
    shall determine the Restricted Period, i.e., the time or times
    at which a Unit Appreciation Right may be exercised in whole or
    in part.
    
	 
	 	     
    (iii) Forfeitures. Except as
    otherwise provided in the terms of the Unit Appreciation Right
    Award Agreement, upon termination of a Participant’s
    employment with the Company and its Affiliates or membership on
    the Board, whichever is applicable, for any reason during the
    applicable Restricted Period, all outstanding Unit Appreciation
    Rights awarded the Participant shall be automatically forfeited
    on such termination. The Committee may, in its discretion, waive
    in whole or in part such forfeiture with respect to a
    Participant’s Unit Appreciation Rights.
    
	 
	 	     
    (iv) Unit Appreciation Right DERs. To
    the extent provided by the Committee, in its discretion, a Unit
    Appreciation Rights Award Agreement may include a tandem DER
    grant, which may provide that such DERs shall be paid directly
    to the Participant, be credited to a bookkeeping account (with
    or without interest in the discretion of the Committee) subject
    to the same vesting restrictions as the tandem Unit Appreciation
    Rights Award, or be subject to such other provisions or
    restrictions as determined by the Committee in its discretion.
    




     
(d) General.




		
	 	     
    (i) Awards May Be Granted Separately or
    Together. Awards may, in the discretion of the Committee, be
    granted either alone or in addition to, in tandem with, or in
    substitution for any other Award granted under the Plan or any
    award granted under any other plan of the Company or any
    Affiliate. Awards granted in addition to or in tandem with other
    Awards or awards granted under any other plan of the Company or
    any Affiliate may be granted either at the same time as or at a
    different time from the grant of such other Awards or awards.
    
	 
	 	     
    (ii) Limits on Transfer of Awards.
    





		
	 	     
    (A) Except as provided in (C) below,
    each Option and Unit Appreciation Right shall be exercisable
    only by the Participant during the Participant’s lifetime,
    or by the person to whom the Participant’s rights shall
    pass by will or the laws of descent and distribution.
    
	 
	 	     
    (B) Except as provided in (C) below, no
    Award and no right under any such Award may be assigned,
    alienated, pledged, attached, sold or otherwise transferred or
    encumbered by a Participant otherwise than by will or by the
    laws of descent and distribution and any such purported
    assignment, alienation, pledge, attachment, sale, transfer or
    encumbrance shall be void and unenforceable against the Company,
    the Partnership or any Affiliate.
    
	 
	 	     
    (C) To the extent specifically provided by
    the Committee with respect to an Option or Unit Appreciation
    Right Award Agreement, an Option or Unit Appreciation Right may
    be transferred by a Participant without consideration to
    immediate family members or related family trusts, limited
    partnerships or similar entities or on such terms and conditions
    as the Committee may from time to time establish.
    





		
	 	     
    (iii) Term of Awards. The term of
    each Award shall be for such period as may be determined by the
    Committee.
    
	 
	 	     
    (iv) Unit Certificates. All
    certificates for Units or other securities of the Partnership
    delivered under the Plan pursuant to any Award or the exercise
    thereof shall be subject to such stop transfer orders and other
    restrictions as the Committee may deem advisable under the Plan
    or the rules, regulations, and other requirements of the SEC,
    any stock exchange upon which such Units or other
    




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    securities are then listed, and any applicable
    federal or state laws, and the Committee may cause a legend or
    legends to be put on any such certificates to make appropriate
    reference to such restrictions.
    
	 
	 	     
    (v) Consideration for Grants. Awards
    may be granted for such consideration, including services, as
    the Committee determines.
    
	 
	 	     
    (vi) Delivery of Units or other
    Securities and Payment by Participant of Consideration.
    Notwithstanding anything in the Plan or any Award Agreement to
    the contrary, delivery of Units pursuant to the exercise or
    vesting of an Award may be deferred for any period during which,
    in the good faith determination of the Committee, the Company is
    not reasonably able to obtain Units to deliver pursuant to such
    Award without violating the rules or regulations of any
    applicable law or securities exchange. No Units or other
    securities shall be delivered pursuant to any Award until
    payment in full of any amount required to be paid pursuant to
    the Plan or the applicable Award Agreement (including, without
    limitation, any exercise price or tax withholding) is received
    by the Company. Such payment may be made by such method or
    methods and in such form or forms as the Committee shall
    determine, including without limitation cash, other Awards,
    withholding of Units, cashless broker exercises with
    simultaneous sale, or any combination thereof; provided that the
    combined value, as determined by the Committee, of all cash and
    cash equivalents and the Fair Market Value of any such Units or
    other property so tendered to the Company, as of the date of
    such tender, is at least equal to the full amount required to be
    paid to the Company pursuant to the Plan or the applicable Award
    Agreement.
    
	 
	 	     
    (vii) Change of Control. If
    specifically provided in an Award Agreement, upon a change of
    control (as defined in the Award Agreement) the Award may
    automatically vest and be payable or become exercisable in full,
    as the case may be.
    
	 
	 	     
    (viii) Substitute Awards. Awards may
    be granted under the Plan in substitution for similar awards
    held by individuals who become employees as a result of a
    merger, consolidation or acquisition by the Company or an
    Affiliate of another entity or the assets of another entity. To
    the extent permitted by section 409A of the Internal
    Revenue Code and the regulations thereunder, such substitute
    Awards may have exercise prices less than the Fair Market Value
    of a Unit on the date of such substitution.
    




     
SECTION 7.     Amendment
and Termination.



     
Except to the extent prohibited by applicable law:




		
	 	     
    (a) Amendments to the Plan. Except as
    required by the rules of the principal securities exchange on
    which the Units are traded and subject to Section 7(b)
    below, the Board or the Committee may amend, alter, suspend,
    discontinue, or terminate the Plan in any manner, including
    increasing the number of Units available for Awards under the
    Plan, without the consent of any partner, Participant, other
    holder or beneficiary of an Award, or other Person.
    
	 
	 	     
    (b) Amendments to Awards. Subject to
    Section 7(a), the Committee may waive any conditions or
    rights under, amend any terms of, or alter any Award theretofore
    granted (including without limitation requiring or allowing for
    an election to settle an Award in cash), provided no change,
    other than pursuant to Section 7(c), in any Award shall
    (i) materially reduce the benefit to Participant without
    the consent of such Participant or (ii) cause the Plan or
    such Award to fail to comply with the requirements of
    Section 409A of the Internal Revenue Code.
    
	 
	 	     
    (c) Adjustment of Awards Upon the
    Occurrence of Certain Unusual or Nonrecurring Events. The
    Committee is hereby authorized to make adjustments in the terms
    and conditions of, and the criteria included in, Awards in
    recognition of unusual or nonrecurring events (including,
    without limitation, the events described in Section 4(c) of
    the Plan) affecting the Partnership or the financial statements
    of the Partnership, or of changes in applicable laws,
    regulations, or accounting principles, whenever the Committee
    determines that such adjustments are appropriate in order to
    prevent dilution or enlargement of the benefits or potential
    benefits intended to be made available under the
    




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    Plan or such Award; provided, however, that no
    such adjustment may be made that would cause the Plan or such
    Award to fail to comply with the requirements of
    Section 409A of the Internal Revenue Code.
    




     
SECTION 8.     General
Provisions.



     
(a) No Rights to Award. No Person
shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the
same with respect to each recipient.



     
(b) Tax Withholding. The Company or
any Affiliate is authorized to withhold from any Award, from any
payment due or transfer made under any Award or from any
compensation or other amount owing to a Participant the amount
(in cash, Units, other securities, Units that would otherwise be
issued pursuant to such Award or other property) of any
applicable taxes payable in respect of the grant of an Award,
its exercise, the lapse of restrictions thereon, or any payment
or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company
to satisfy its withholding obligations for the payment of such
taxes.



     
(c) No Right to Employment or
Services. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of
the Company or any Affiliate, or to remain on the Board, as
applicable. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided
in the Plan, any Award Agreement or other agreement.



     
(d) Governing Law. The validity,
construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware without regard
to its conflict of laws principles.



     
(e) Severability. If any provision of
the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in
the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full
force and effect.



     
(f) Other Laws. The Committee may
refuse to issue or transfer any Units or other consideration
under an Award if, in its sole discretion, it determines that
the issuance or transfer of such Units or such other
consideration might violate any applicable law or regulation,
the rules of the principal securities exchange on which the
Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.



     
(g) No Trust or Fund Created. Neither
the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship
between the Company or any participating Affiliate and a
Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any
participating Affiliate pursuant to an Award, such right shall
be no greater than the right of any general unsecured creditor
of the Company or any participating Affiliate.



     
(h) No Fractional Units. No
fractional Units shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Units or whether such
fractional Units or any rights thereto shall be canceled,
terminated, or otherwise eliminated.



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(i) Headings. Headings are given to
the Sections and subsections of the Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.



     
(j) Facility Payment. Any amounts
payable hereunder to any person under legal disability or who,
in the judgment of the Committee, is unable to properly manage
his financial affairs, may be paid to the legal representative
of such person, or may be applied for the benefit of such person
in any manner which the Committee may select, and the Company
shall be relieved of any further liability for payment of such
amounts.



     
(k) Participation by Affiliates. In
making Awards to Employees employed by an entity other than by
the Company, the Committee shall be acting on behalf of the
Affiliate, and to the extent the Partnership has an obligation
to reimburse the Company for compensation paid to Employees for
services rendered for the benefit of the Partnership, such
payments or reimbursement payments may be made by the
Partnership directly to the Affiliate, and, if made to the
Company, shall be received by the Company as agent for the
Affiliate.



     
(l) Gender and Number. Words in the
masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the
plural.



     
(m) Compliance with
Section 409A. Nothing in the Plan or any Award
Agreement shall operate or be construed to cause the Plan or an
Award to fail to comply with Section 409A of the Internal
Revenue Code. The applicable provisions of Section 409A and
the regulations thereunder are hereby incorporated by reference
into and shall control over any Plan or Award Agreement
provision in conflict therewith or that would cause a failure of
compliance thereunder, to the extent necessary to resolve such
conflict or obviate such failure.



     
SECTION 9.     Term
of the Plan.



     
The Plan shall be effective on the date of its
approval by the unitholders and shall continue until the
earliest of (i) the date terminated by the Board or the
Committee, or (ii) all available Units under the Plan have
been paid to Participants, whichever occurs first. However,
unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted prior to such
termination, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under such
Award, shall extend beyond such termination date.
Notwithstanding anything in the Plan to the contrary, no Awards
may become vested, and no Units may be issued under the Plan,
prior to the date the Plan is approved by the unitholders of the
Partnership.



8