exv10w1



 





Exhibit 10.1









MEMORANDUM




	 	 	 
	To: «Name»

	 	Date: October 26, 2004






We are extremely pleased to inform you that the Board of Directors has granted
you an Award representing up to «Number_of_Units» common units under the Energy
Transfer Partners, L.P. 2004 Unit Plan. This Award is subject to vesting over
three (3) years based upon the achievement of certain performance criteria.
Vested Awards will convert into common units upon the third anniversary of this
grant, which is effective as of September 1, 2004. You will begin to receive
distributions on these units upon vesting and conversion into common units.


With respect to this Award, up to one-third of the Award could become vested
each year based upon the total return to Energy Transfer unitholders as
compared to a group of MLP peers. Total return includes the annual
distribution plus the increase <decrease> in the unit price for the
twelve months beginning September 1 of each year. Each year for the next three
years, one third of this award will vest according to the following schedule:



	 	 	 	 	 
	Peer Group Total Return Quartile
	 	Percent Vested

	Top Quartile
	 	 	100	%
	2nd Quartile
	 	 	65	%
	3rd Quartile
	 	 	25	%
	4th Quartile
	 	 	0	%






Early vesting during the period up to the first anniversary date of this Award
will be permitted only upon a change in control involving 75% or more of either
the outstanding partner interests of the general partner or the outstanding
partner interest of the owner of the general partner. Following the first
anniversary, the early vesting provision contained in the 2004 Unit Plan will
govern.


Attached is the 2004 Unit Plan the unitholders approved in June. Each year we
anticipate considering additional Awards. We mention this so that you can
evaluate the long-term impact of the 2004 Unit Plan. Consistent performance
that meets or exceeds expectations could result in the accumulation of a
significant number of Awards which represent a future issuance of common units.


Now you have an additional incentive to help the Partnership grow its earnings
and, in particular, the enhancement of common unit distributions. Please note
that like any compensation issue, Awards under this plan are to be kept
confidential unless required by SEC disclosure regulations.



 









 






Thanks for your continuing contributions to our efforts. It is a pleasure for
us to be associated with you in building an even greater partnership.
Enclosed are two originals for your execution, please
retain one for your file and forward the other to Peggy Harrison in Tulsa at
8801 S. Yale, Suite 310, Tulsa, Oklahoma 74137.



	 	 	 
	Accepted:
	 	 
	 
	 	 
	 

	 	
	
	 	

	«Name»

	 	Ray Davis
	

	 	Co-Chairman and Co-Chief Executive Officer
	

	 	By: U.S. Propane, L.P., General Partner
	

	 	By: U.S. Propane, L.L.C., General Partner
	 
	 	 
	Date:

	 	Date:
	
 

	 	
 
	 
	 	 
	  

	 	

	

	 	Kelcy Warren
	

	 	Co-Chairman and Co-Chief Executive Officer
	

	 	By: U.S. Propane, L.P., General Partner
	

	 	By: U.S. Propane, L.L.C., General Partner
	 
	 	 
	

	 	Date:
 


	

	 	
 
	

	 	H. Michael Krimbill
	

	 	President and Chief Financial Officer
	

	 	By: U.S. Propane, L.P., General Partner
	

	 	By: U.S. Propane, L.L.C., General Partner
	 
	 	 
	

	 	Date: