Penn Virginia Resource GP, LLC Non-Employee Directors Deferred Compensation Plan



 PENN VIRGINIA RESOURCE GP, LLC 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
  
 Effective December 31, 2003 







 PENN VIRGINIA RESOURCE GP, LLC 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
  
 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


		
	 ARTICLE I PURPOSE AND EFFECTIVE DATE
	  	1
	     1.1.
	  	Purpose.	  	1
	     1.2.
	  	Effective Date.	  	1
		
	 ARTICLE II DEFINITIONS
	  	1
		
	 ARTICLE III ELIGIBILITY
	  	5
	     3.1.
	  	Eligibility.	  	5
	     3.2.
	  	Participation and Deferral Agreements.	  	5
		
	 ARTICLE IV CONTRIBUTIONS
	  	6
	     4.1.
	  	Fee Deferrals.	  	6
	     4.2.
	  	Unit Award Deferrals.	  	6
	     4.3.
	  	Automatic Unit Distribution Deferral.	  	7
		
	 ARTICLE V DETERMINATION OF ACCOUNTS
	  	7
	     5.1.
	  	Account Establishment.	  	7
	     5.2.
	  	Deferrals.	  	7
	     5.3.
	  	Earnings on Fee Deferrals and Unit Distributions.	  	7
	     5.4.
	  	Distributions.	  	8
	     5.5.
	  	Adjustments.	  	8
		
	 ARTICLE VI VESTING
	  	8
	     6.1.
	  	Fee Deferrals.	  	8
	     6.2.
	  	DCUs.	  	8
	     6.3.
	  	DRUs.	  	8
	     6.4.
	  	Unit Distributions.	  	8
	     6.5.
	  	Change in Control.	  	8
		
	 ARTICLE VII DISTRIBUTIONS
	  	9
	     7.1.
	  	Normal Distribution Date.	  	9
	     7.2.
	  	Alternative Distribution Election.	  	9
	     7.3.
	  	Hardship Withdrawals.	  	9
	     7.4.
	  	Death Benefits.	  	9
	     7.5.
	  	Form of Payment.	  	9

  

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	 ARTICLE VIII NO FUNDING
	  	10
		
	 ARTICLE IX ADMINISTRATION
	  	10
	     9.1.
	  	Administration.	  	10
	     9.2.
	  	Administrative Review.	  	10
	     9.3.
	  	General.	  	11
		
	 ARTICLE X AMENDMENT, DISCONTINUANCE AND TERMINATION
	  	11
		
	 ARTICLE XI MISCELLANEOUS
	  	11
	     11.1.
	  	No Rights to Board Membership.	  	11
	     11.2.
	  	Rights of Participants to Benefits.	  	11
	     11.3.
	  	No Assignment.	  	11
	     11.4.
	  	Withholding.	  	11
	     11.5.
	  	Account Statements.	  	12
	     11.6.
	  	Number.	  	12
	     11.7.
	  	Titles.	  	12
	     11.8.
	  	Governing Law.	  	12
	     11.9.
	  	Other Plans.	  	12

  
  

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 PENN VIRGINIA RESOURCE GP, LLC 
 NON-EMPLOYEE DIRECTORS 
 DEFERRED COMPENSATION PLAN 
  
 ARTICLE I 
 PURPOSE AND EFFECTIVE DATE 
  
 1.1. Purpose. The Plan is intended to provide deferred compensation for non-employee directors of Penn Virginia Resource GP, LLC. The Plan is an unfunded plan that does not cover any employees and thus is not
subject to the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to qualify under section 401(a) of the Code. 
  
 1.2. Effective Date. The Plan is effective December 31, 2003. 
  
 ARTICLE II 
 DEFINITIONS 
  
 As used herein, the following terms shall
have the following meanings: 
  
 2.1.
“Account” means the bookkeeping reserve account established and maintained for each Participant pursuant to Article V solely to determine the amount payable to the Participant pursuant to Article VII and shall not constitute a
separate fund of assets. Each such Account shall consist of such subaccounts as the Committee deems necessary or desirable for the administration of the Plan. 
  

2.2. “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. 
  
 2.3. “Beneficiary” means the person(s), trust(s) or other entities the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after
the death of the Participant. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant’s rights related to Common Units under the terms of the Long-Term Incentive Plan and the aggregate
amount of Fee Deferrals (and earnings thereupon) credited to the Participant’s Account shall pass by will or the laws of descent and distribution. 
  
 2.4. “Board” means the Board of Directors of the Company. 
  

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 2.5. “Cessation of Service” means the removal of a Director from the Board pursuant to
applicable provisions of the Company’s by-laws or the voluntary resignation by a Director of his or her membership on the Board. 
  
 2.6. “Change in Control” shall be deemed to have occurred upon the occurrence any of the following events: 
  
 (a) The acquisition, after December 31, 2003, directly or indirectly, by
any Person (as defined below) or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of “beneficial ownership” (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of: 
  
 (i) equity
securities of Penn Virginia Corporation, a Virginia corporation (“PVA”) that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the combined voting power of PVA, 
  
 (ii) equity securities of the Company that entitle the “beneficial
owners” thereof to control more than fifty percent (50%) of the total combined voting power of the Company, or 
  
 (iii) equity securities of the Partnership that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the total
combined voting power of Common Units and Parity Units (as defined in the Partnership Agreement) of the Partnership; 
  
 provided, however, any acquisition, directly or indirectly, by or from PVA, the Company, the Partnership or any Affiliate of PVA, or by any employee benefit plan (or
related trust) sponsored or maintained by PVA or any Affiliate, shall not constitute a Change in Control. 
  
 (b) Approval, after December 31, 2003, by the equity security holders of PVA or the Partnership or the occurrence of a merger, reorganization,
consolidation, exchange of equity interests, recapitalization, restructuring or other business combination that results in beneficial ownership of more than fifty percent (50%) of the total voting power of PVA or the Partnership being transferred to
a Person (as defined below), unless the equity security holders of PVA or the Partnership, as applicable, immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction, at least a majority of
the combined voting power of the outstanding voting securities of the Person resulting from such transaction or the Person acquiring such properties and assets, entitled to vote generally on the election of such resulting or acquiring Person’s
directors, in substantially the same proportion as their ownership of such equity securities immediately before such transaction; 
  
 (c) Approval, after December 31, 2003, by the equity security holders of PVA or the Partnership or the occurrence of a sale of all or substantially all
of the assets of PVA or the Partnership to a Person other than PVA or any of its Affiliates; or 
  

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 (d) Individuals who, after December 31, 2003, constitute the Board and any new director (other than a
director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), clause (b) or clause (c) of this definition or any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents) whose election by the Board or
nomination for election by the Company’s equity security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a majority of the Board. 
  
 2.7. “Code” means the Internal Revenue Code of 1986, as amended. 
  
 2.8. “Committee” means the Compensation Committee of the Board or such other committee or subcommittee of
the Board appointed by the Board to administer the Plan. 
  
 2.9.
“Common Unit” means a Common Unit of the Partnership as defined in the Partnership Agreement and awarded under the Long Term Incentive Plan. 
  
 2.10. “Company” means Penn Virginia Resource GP, LLC. 
  
 2.11. “Deferral Agreement” means the written agreement entered into between the Participant and the Company
pursuant to Article III. 
  
 2.12. “Deferred Common
Unit” or “DCU” means a notional entry that is entered in a Participant’s Account and that represents the right to one Common Unit in accordance with the terms of the Long-Term Incentive Plan. 
  
 2.13. “Deferred Restricted Unit” or “DRU”
means a notional entry that is entered in a Participant’s Account and that represents the right to one Restricted Unit in accordance with the terms of the Long-Term Incentive Plan (and subject to the restrictions contained therein). 

 
 2.14. “Fee” means base compensation for services as a
Non-Employee Director and shall include (a) the annual retainer, (b) board and committee meeting fees and (c) any other additional compensation for services as a Non-Employee Director. Fees shall not include expense allowances or reimbursements.

  
 2.15. “Fee Deferrals” means part or all of
Fees, the receipt of which is deferred by the Participant pursuant to Section 4.1. 
  
 2.16. “Long-Term Incentive Plan” or “LTIP” means the Penn Virginia Resource GP, LLC Long-Term Incentive Plan, as amended from time to time. 
  

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 2.17. “Non-Employee Director” means each director of the Company who is not an employee
of the Company or any of the Company’s subsidiaries (as defined in section 425(f) of the Code). 
  
 2.18. “Normal Distribution Date” means January 1 of the calendar year following the calendar year of the earlier to occur of the
Participant’s attainment of age 70 or Cessation of Service. 
  
 2.19. “Participant” means an individual who is eligible to participate in the Plan pursuant to Article III and who has delivered an executed Deferral Agreement to the Committee in accordance with the provisions of Article
III. Such individual shall remain a Participant in the Plan until such time as all benefits payable under the Plan have been paid in accordance with the provisions hereof or the Plan is terminated in accordance with Article X. 
  
 2.20. “Partnership” means Penn Virginia Resource Partners,
L.P., a Delaware limited partnership. 
  
 2.21.
“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 30, 2001, as amended from time to time. 
  
 2.22. “Person” means a “person” as defined in
section 3(a)(9) of the Exchange Act, as modified, applied and used in sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (a) PVA, the Company, the Partnership or any of their respective subsidiaries, (b) a trustee or
other fiduciary holding securities under an employee benefit plan of PVA, the Company, the Partnership or any of their respective subsidiaries (in its capacity as such), (c) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of PVA in substantially the same character and proportions as their ownership of equity of PVA. 
  
 2.23. “Plan Year” means the calendar year. 
  
 2.24. “Restricted Unit” means a “Restricted Unit” granted under the LTIP and subject to the
restrictions thereunder. 
  
 2.25. “Tranche”
means the amount of Fee Deferral and Award Deferrals credited to a Participant’s Account during any one Plan Year. 
  
 2.26. “Unit” means a Common Unit or a Restricted Unit. 
  
 2.27. “Unit Award” means an “Award” under the Long-Term Incentive Plan, which is subject to
deferral hereunder and is either a Unit or a Restricted Unit granted thereunder. 
  

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 2.28. “Unit Award Deferrals” means part or all of the Unit Awards payable under the
Long-Term Incentive Plan, the receipt of which is deferred by the Participant pursuant to Section 4.2. 
  
 2.29. “Unit Distribution” means distributions made under the terms of the LTIP with respect to any Unit deferred under this Plan

  
 2.30. “Valuation Date” means the business day
used for purposes of valuing the Fee Deferrals and Unit Award Deferrals credited to a Participant’s Account prior to a distribution described in Article VII. 
  
 ARTICLE III 
 ELIGIBILITY 
  
 3.1. Eligibility. Each
Non-Employee Director who is selected by the Committee shall be eligible to become a Participant as of the date designated by the Committee. An eligible Director shall remain eligible to submit a Deferral Agreement until such time as the Committee
affirmatively revokes such Director’s eligibility. Eligible Directors, whether their eligibility has been revoked or not, shall remain Participants in the Plan until such time as all benefits payable under the Plan have been paid in accordance
with the provisions hereof or the Plan has been terminated in accordance with Article X. 
  
 3.2. Participation and Deferral Agreements. To become a Participant and receive credit for Fee Deferrals and Unit Award Deferrals in such Participant’s Account, an eligible Non-Employee Director must
deliver an executed Deferral Agreement in the form and manner prescribed by the Committee and in accordance with the restrictions described in this Section 3.2. A Director may separately elect to defer Unit Awards (both Common Units and Restricted
Units) and Fees. 
  
 (a) Newly Eligible Directors. Each
newly eligible Director who elects to participate in the Plan must deliver an executed Deferral Agreement to the Committee within thirty (30) days after the Committee notifies the Director of his or her eligibility to participate. Such Deferral
Agreement shall be effective with regard to the Fees earned and Unit Awards that are otherwise payable for periods beginning on the effective date of such Director’s commencement of participation in the Plan. 
  
 (b) Previously Eligible Directors. Except as provided in Section
3.2(a) above, an eligible Director may make a deferral election with respect to a subsequent Plan Year by delivering an executed Deferral Agreement to the Committee on or before December 31 of the year immediately preceding the Plan Year to which
such deferral election is to apply. 
  
 (c) Subsequent
Elections. A Participant’s executed Deferral Agreement with respect to Fee Deferrals and Award Deferrals shall be effective only with respect to the specific Plan Year to which such Deferral Agreement applies and shall not be effective for
any subsequent Plan Year. 
  

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 ARTICLE IV 
 CONTRIBUTIONS 
  
 4.1. Fee
Deferrals. 
  
 (a) Pursuant to the Deferral Agreement, a
Participant may defer the receipt of all or any portion of Fees payable by the Company to the Participant for services to be performed during a Plan Year. The Participant’s executed Deferral Agreement, delivered to the Committee in accordance
with the provisions of Section 3.2, shall set forth an exact whole dollar amount or a whole percentage of Fees to be deferred. A Fee Deferral election with respect to any Plan Year is irrevocable once the applicable executed Deferral Agreement is
delivered to the Committee. A Fee Deferral election shall be automatically revoked in the event the Director is permitted to take a distribution due to financial hardship. Such a Director shall not be eligible to make a new Fee Deferral election
under the Plan. 
  
 (b) The amount of any Fees deferred with
respect to any Plan Year shall reduce the amount of such Fees otherwise payable to the Participant as of the date such payment otherwise would have been made, and the amount of such reduction shall be allocated to the Participant’s Account
effective as of the date the applicable Fees would otherwise have been payable. 
  
 (c) In determining the percentage amount of any Fee Deferral, the Participant’s full Fee shall be considered without regard to any deferrals made under the Plan. In no event shall a Participant be permitted to
make Fee Deferrals that exceed 100% of his or her Fees. 
  
 4.2. Unit Award Deferrals. 
  
 (a) A
Participant may separately elect to defer the receipt of all or a portion of Unit Awards under the LTIP. The Participant’s executed Deferral Agreement, delivered to the Committee in accordance with the provisions of Section 3.2, shall set forth
a whole number or percentage of the type of Unit Award to be deferred. A Unit Award Deferral election with respect to a Plan Year is irrevocable once the applicable executed Deferral Agreement is delivered to the Committee. A Unit Award Deferral
election shall be automatically revoked in the event the Director is permitted to take a distribution due to financial hardship. Such a Director shall not be eligible to make a new Unit Award Deferral election under the Plan. 
  
 (b) The amount of any Unit Awards deferred with respect to any Plan Year
shall reduce the amount of such Unit Awards otherwise due to the Participant as of the date such Unit Awards otherwise would have been made, and the amount of such reduction shall be allocated to the Participant’s Account effective as of the
date the applicable Unit Award would otherwise have been made. 
  

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 (c) A Common Unit shall be credited as a DCU to the Participant’s Account. 
  
 (d) A Restricted Unit shall be credited as a DRU to the Participant’s
Account. 
  
 4.3. Automatic Unit Distribution Deferral.

  
 (a) If a Participant elects to defer the receipt of any Unit
Awards in accordance with Section 4.2, such Participant automatically shall be deemed to have elected to defer the receipt of each Unit Distribution payable with respect to the underlying Unit Award deferred hereunder. 
  
 (b) Any Unit Distribution deferred in accordance with this shall be credited
to a Participant’s Account in the same manner as Fee Deferrals. 
  
 ARTICLE V 
 DETERMINATION OF ACCOUNTS 
  
 5.1. Account Establishment. The Committee shall establish an Account on behalf of each Participant. The establishment of an Account shall
not require segregation of any funds of the Company or provide any Participant with any rights to any assets of the Company, except as a general creditor thereof. A Participant shall have no right to receive payment of any amount credited to the
Participant’s Account except as expressly provided in Article VI of this Plan. 
  
 5.2. Deferrals. Each Participant’s Account as of the Valuation Date shall consist of Fee Deferrals, DRUs and DCUs credited to the Participant’s Account. Each Account shall consist of such subaccounts
as the Committee deems necessary or desirable to determine the amounts payable by Tranche if different distribution elections apply with respect to such Tranches. 
  
 5.3. Earnings on Fee Deferrals and Unit Distributions. The Fee Deferrals and Unit Deferrals portion of a
Participant’s Account shall be credited with earnings quarterly, as if the balance of that portion of such Participant’s Account which represents Fee Deferrals and Unit Deferrals as of the first day of such quarter on the first day of each
quarter has been invested at a rate equal to the prime rate as correctly published in the Wall Street Journal on the last business day of the immediately preceding quarter. 
  

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 5.4. Distributions. Any Unit Distributions payable with respect to Units underlying DRUs or DCUs,
shall be credited with interest in the same manner as Fee Deferrals as described in Section 5.3. 
  
 5.5. Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Common Units, other securities, or
other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off combination, repurchase, or exchange of Common Units or other securities of the Partnership, issuance of warrants or other rights to
purchase Common Units or other securities of the Partnership, or other similar transaction or event affects the Common Units such that an adjustment is determined by the Committee in good faith to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the LTIP, then the Committee shall, in such manner as it may deem equitable, under the LTIP, adjust any or all of (i) the number and type of Common Units (or other
securities or property) with respect to which Unit Awards may be granted, and (ii) the number and type of Common Units (or other securities or property) subject to outstanding Unit Awards; provided, that the number of Common Units subject to any
Unit Award shall always be a whole number. 
  
 ARTICLE VI

 VESTING 
  
 6.1. Fee Deferrals. A Participant shall be one hundred percent (100%) vested at all times in the amounts of Fees elected to be deferred under the
Plan and earnings credited thereon. 
  
 6.2. DCUs. A
Participant shall be one hundred percent (100%) vested at all times in the DCUs credited to the Participant’s Account. 
  
 6.3. DRUs. DRUs credited to a Participant’s Account shall be subject to the same vesting and forfeiture restrictions that apply to the
underlying Restricted Units on which such DRU is credited. 
  
 6.4. Unit Distributions. Unit Distributions paid with respect to any Unit underlying a DCU or DRU will be 100% vested at all times. 
  
 6.5. Change in Control. Upon a Change in Control, all DRUs credited to a Participant’s Account shall automatically vest and become payable in
full in accordance with the terms of the Long-Term Incentive Plan. 
  

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 ARTICLE VII 
 DISTRIBUTIONS 
  
 7.1. Normal
Distribution Date. Unless the Participant has elected another available distribution date in his or her executed Deferral Agreement or the Participant dies prior to such date, the vested portion of a Participant’s Account shall be
distributed to the Participant on the Participant’s Normal Distribution Date. 
  
 7.2. Alternative Distribution Election. For each Plan Year, a Participant may elect to receive benefit distributions under the Plan on a date selected in the Participant’s Deferral Agreement for the
applicable Plan Year. In no event shall the date selected be earlier than the first day of the calendar year beginning after the third anniversary of the filing of the applicable Deferral Agreement under Section 3.2. The Participant may file an
amendment to defer further the receipt of a Tranche (and earnings credited thereon) (or a portion of the Tranche) under this paragraph only three times, and each amendment must (a) provide for a payout under this Section at a date at least
twenty-four (24) months after the payout date under the election in force for such Tranche immediately prior to the filing of such an amendment, and (b) be filed with the Committee by December 15 of the calendar year prior to the calendar year in
which payment was to commence under the election then in force. 
  
 7.3. Hardship Withdrawals. The Committee shall establish procedures under which a Participant may request a withdrawal of some or all of the Participant’s Account in the event of an unforeseeable severe financial emergency. In
general, an unforeseeable severe financial emergency would include circumstances resulting from a sudden and unexpected illness or accident of the Participant or of the Participant’s spouse or dependent, uninsured loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant and for which the resulting financial hardship cannot be reasonably relieved through other
sources of funds or by cessation of deferrals under this Plan. The Committee, in its sole and absolute discretion, shall determine whether any such financial emergency warrants a withdrawal from the Participant’s Account and shall determine the
amount of such withdrawal so as to limit the withdrawal to that amount (including a reasonable amount for taxes) that is required to satisfy the emergency need. In no event shall DRUs be subject to hardship withdrawals prior to the expiration of any
restrictions on the underlying Restricted Units. 
  
 7.4. Death
Benefits. Notwithstanding Sections 7.1 and 7.2, upon the death of a Participant, the Company shall pay to the Participant’s Beneficiary the vested portion of the Participant’s Account as soon as practicable following the date of the
Participant’s death. 
  
 7.5. Form of Payment.

  
 (a) Fee Deferrals and Unit Distributions. Fee
Deferrals, Unit Distributions and earnings credited thereon shall be paid in a cash lump sum. 
  

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 (b) Unit Award Deferrals. Unit Award Deferrals shall be payable in Units in accordance
with the terms of the LTIP with respect to the type of Unit awarded (Restricted Unit or Common Unit). 
  
 ARTICLE VIII 
 NO FUNDING 
  
 The obligations of the Company to distribute benefits under this Plan shall be interpreted solely as an unfunded,
contractual obligation to distribute only those amounts credited to the Participant’s Account pursuant to Article V in the manner and under the conditions prescribed in Articles VI and VII. Any assets set aside, including any assets transferred
to a grantor trust or purchased by the Company with respect to amounts payable under the Plan, shall be subject to the claims of the Company’s general creditors, and no person other than the Company shall, by virtue of the provisions of the
Plan, have any interest in such assets. All amounts deferred pursuant to this Plan may, in the Committee’s discretion, be transferred to an irrevocable grantor trust as soon as practicable after such amounts are allocated to a
Participant’s Account pursuant to Article IV. 
  
 ARTICLE IX

 ADMINISTRATION 
  
 9.1. Administration. The Plan shall be administered by the Committee. The Committee shall have authority to act to the full extent of its absolute
discretion to: 
  
 (a) interpret the Plan; 
  
 (b) resolve and determine all disputes, questions or claims arising under
the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan; 
  
 (c) create and revise rules and procedures for the administration of the
Plan and prescribe such forms as may be required for Participants to make elections under, and otherwise participate in, the Plan; and 
  
 (d) take any other actions and make any other determinations as it may deem necessary and proper for the administration of the Plan. 
  
 Any expenses incurred in the administration of the Plan shall be paid by the Company.

  
 9.2. Administrative Review. Except as the
Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all Participants and Beneficiaries. 
  

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 9.3. General. No member of the Committee shall participate in any matter involving any questions
or decisions relating solely to his or her own participation or benefits under the Plan. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon the
advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Company from indemnifying the members of the Committee for
all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan. 
  
 ARTICLE X 
 AMENDMENT, DISCONTINUANCE AND
TERMINATION 
  
 Except as required by the rules of the principal
securities exchange on which the Common Units are traded, the Board or the Committee shall have the right to amend, modify, discontinue or terminate the Plan in any manner; provided, however, that no amendment, modification, discontinuance or
termination shall adversely affect the rights of Participants to amounts credited to the Accounts maintained on their behalf before such amendment, modification, discontinuance or termination. In the case of termination of the Plan, any amounts
credited to the Account of a Participant may, in the sole discretion of the Committee, be distributed in full to such Participant as soon as reasonably practicable following such termination. 
  
 ARTICLE XI 
 MISCELLANEOUS 
  
 11.1. No Rights to Board Membership. Nothing in the Plan shall confer on any Director any right to continue as a member of the Board of the Company or its subsidiaries or interfere in any way with the right of the Company, its
subsidiaries and each of their equity holders to remove or not re-elect an individual from or to the Board. 
  
 11.2. Rights of Participants to Benefits. All rights of a Participant under the Plan to amounts credited to the Participant’s Account are mere
unsecured contractual rights of the Participant (or his or her Beneficiary) against the Company. 
  
 11.3. No Assignment. No amounts credited to Accounts nor any rights or benefits under the Plan shall be subject in any way to voluntary or
involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to accomplish the same shall be void. 
  
 11.4. Withholding. The Company shall have the right to deduct from any distribution made hereunder any taxes required
by law to be withheld from a Participant with respect to such payment, and, shall have the right, in accordance with this Section and Section 8(b) of the Long-Term Incentive Plan, to require that a portion of a Participant’s Account
distribution (in cash, Common Units or other property) be payable as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes. 
  

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 11.5. Account Statements. Periodically (as determined by the Committee), each Participant shall
receive a statement indicating the amounts (and earnings thereupon, if applicable) credited to and payable from the Participant’s Account. 
  
 11.6. Number. The singular shall be read in the plural, and vice versa, whenever the context shall so require. 
  
 11.7. Titles. The titles to articles and sections in this Plan are
placed herein for convenience of reference only, and the Plan is not to be construed by reference thereto. 
  
 11.8. Governing Law. The validity, construction and effect of the Plan and any rules or 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. 
  
 11.9. Other Plans. Except as specifically provided herein, nothing in this Plan shall be construed to affect the rights of a Participant, a
Participant’s Beneficiaries, or a Participant’s estate to receive any retirement or death benefit under any tax-qualified or nonqualified pension plan, deferred compensation agreement, insurance agreement or other retirement plan of the
Company. 
  
 As in effect on December 31, 2003. 
  

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