<PAGE>
                                                                   EXHIBIT 10(g)

                           SECOND AMENDED AND RESTATED
                            WILLIAMS ENERGY PARTNERS
                            LONG-TERM INCENTIVE PLAN
                                February 3, 2003

      SECTION 1. Purpose of the Plan.

      The Williams Energy Partners Long-Term Incentive Plan (the "Plan") is
intended to promote the interests of Williams Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), by providing to employees and directors
of WEG GP LLC, a Delaware limited liability company (the "Company"), the general
partner of the Partnership (and the successor to Williams GP LLC, the former
general partner) and its Affiliates who perform services for the Partnership
incentive compensation awards for superior performance that are based on Units.
Solely for the purposes of determining those employees eligible for
participation in the Plan, The Williams Companies, Inc. ("Williams") and its
Affiliates shall be deemed to be Affiliates of the Company for so long as
Williams and/or its Affiliates own a membership interest in the Company. The
Plan is also contemplated to enhance the ability of the Company and its
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 the business of the Partnership, thereby advancing
the interests of the Partnership and its partners.

      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, Phantom Unit or Performance Award granted under
the Plan, and shall include any tandem DERs granted with respect to a Phantom
Unit.

      "Award Agreement" means the written agreement by which an Award shall be
evidenced.

      "Board" means the Board of Directors of the Company.

      "Committee" means the Compensation Committee of the Board or such other
committee of the Board appointed by the Board to administer the Plan.

      "DER" means a contingent right, granted in tandem with a specific 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 Phantom Unit is
outstanding.

<PAGE>

      "Director" means a member of the Board who is not an Employee.

      "Disability" shall have the meaning ascribed to such term in the Company's
governing long-term disability plan, or if no such plan is applicable to the
Participant, at the discretion of the Board.

      "Employee" means any employee of the Company or an Affiliate who performs
services for the Partnership, as determined by the Committee.

      "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 (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). 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.

      "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Williams Energy Partners, L.P, as it may be amended or
amended and restated from time to time.

      "Performance Award" means a right, granted under Section 6(c) hereof, to
receive Awards based upon performance criteria specified by the Committee.

      "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
which upon vesting entitles the Participant to receive a Unit or an amount of
cash equal to the Fair Market Value of a Unit, whichever is determined by the
Committee.

      "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award remains subject to forfeiture and is
not exercisable by or payable to the Participant.

      "Retirement" shall have the meaning ascribed to such term in the Company's
governing tax-qualified retirement plan applicable to the Participant, or if no
such plan is applicable to the Participant, at the discretion of the Board.


                                      -2-
<PAGE>

      "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.

      "Unit" means a Common Unit of the Partnership.

      "Williams" means The Williams Companies, Inc.

      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 any 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, 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 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) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 700,000. If any Option or Phantom Unit is forfeited or otherwise terminates
or is canceled without the delivery of Units, then


                                      -3-
<PAGE>

the Units covered by such Award, to the extent of such forfeiture, termination
or cancellation, shall again be Units with respect to which Awards may be
granted.

      (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,
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, 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 and may be more or less than its Fair Market Value 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, which may include, without limitation,
      accelerated vesting upon the achievement of specified performance goals,
      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
      "cashless-broker" exercise through


                                      -4-
<PAGE>

      procedures approved by the Company, other securities or other property, or
      any combination thereof, having a Fair Market Value on the exercise date
      equal to the relevant exercise price.

            (iii) Forfeiture. Except as otherwise provided in the terms of the
      Option grant, 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. The Committee may, in its
      discretion, waive in whole or in part such forfeiture with respect to a
      Participant's Options.

      (b) Phantom Units. The Committee shall have the authority to determine the
Employees and Directors to whom Phantom Units shall be granted, the number of
Phantom Units to be granted to each such Participant, the Restricted Period, the
conditions under which the Phantom Units may become vested or forfeited, which
may include, without limitation, the accelerated vesting upon the achievement of
specified performance goals, and such other terms and conditions as the
Committee may establish with respect to such Awards, including whether DERs are
granted with respect to such Phantom Units.

            (i) DERs. To the extent provided by the Committee, in its
      discretion, a grant of Phantom Units 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 Award, or be subject to such other provisions or restrictions
      as determined by the Committee in its discretion.

            (ii) Forfeiture. Except as otherwise provided in the terms of the
      Phantom Units grant, 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
      Phantom Units shall be forfeited by the Participant. The Committee may, in
      its discretion, waive in whole or in part such forfeiture with respect to
      a Participant's Phantom Units.

            (iii) Lapse of Restrictions. 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.

      (c)   Performance Awards. The Committee is authorized to grant Performance
            Awards to Participants on the following terms and conditions:

            (i)   Right to Payment. A Performance Award shall confer upon
                  Participant rights, valued as determined by the Committee, and
                  payable to, or exercisable by, the Participant to whom the
                  Performance Award is granted, in whole or in part, as the
                  Committee shall establish at grant or thereafter. The
                  performance criteria and all other terms and conditions of the
                  Performance Award shall be


                                      -5-
<PAGE>

                  determined by the Committee upon the grant of each Performance
                  Award or thereafter.

            (ii)  Other Terms. A Performance Award may be denominated or payable
                  in cash, deferred cash, Units, other Awards or other property,
                  and other terms of Performance Awards shall be, as determined
                  by the Committee.

      (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 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 and any
            such purported assignment, alienation, pledge, attachment, sale,
            transfer or encumbrance shall be void and unenforceable against the
            Company or any Affiliate.

                  (C) To the extent specifically provided by the Committee with
            respect to an Option grant, an Option 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. In addition, Awards may be transferred by will and the
            laws of descent and distribution.

            (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 securities are then listed,
      and any applicable


                                      -6-
<PAGE>

      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
      grant 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 grant 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, 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.

            SECTION 6A. Change in Control.

      (a) Awards Granted Prior to February 3, 2003. Upon a Change in Control or
such period prior thereto as may be established by the Committee, all Awards
granted prior to February 3, 2003 shall automatically vest and become payable or
exercisable, as the case may be, in full and all Restricted Periods shall
terminate and all performance criteria, if any, shall be deemed to have been
achieved at the maximum level with respect to such Awards.

      (b) Awards Granted On or After February 3, 2003. If, within two (2) years
following a Change in Control, a Participant has a Termination of Affiliation
(excluding any transfer to an Affiliate of the Company) voluntarily for Good
Reason, or involuntarily (other than due to Cause) Awards granted on or after
February 3, 2003, shall automatically vest and become payable or exercisable, as
the case may be, in full, and all Restricted Periods shall terminate and all
performance criteria, if any, shall be deemed to have been achieved at the
maximum level with respect to such Awards. To the extent an Option granted on or
after February 3, 2003, is not exercised upon a Change in Control, the Committee
may, in its discretion, cancel such Award without payment or provide for a
replacement grant with respect to such property and on such terms as it deems
appropriate.

      (c) Definitions. For purposes of this Section 6A only, the following terms
shall have the meanings set forth below:


                                      -7-
<PAGE>

            (i) "Cause" means, unless otherwise defined in an Award Agreement,
      the occurrence of any one or more of the following, as determined in the
      good faith and reasonable judgment of the Committee: (i) willful failure
      by a Participant to substantially perform his or her duties (as they
      existed immediately prior to a Change of Control), other than any such
      failure resulting from a Disability, or (ii) gross negligence or willful
      misconduct of the Participant which results in a significantly adverse
      effect upon the Company, the Partnership, or an Affiliate thereof, or
      (iii) willful violation or disregard of the code of business conduct or
      other published policy of the Company, the Partnership, or an Affiliate
      thereof by the Participant, or (iv) Participant's conviction of a crime
      involving an act of fraud, embezzlement, theft, or any other act
      constituting a felony or causing material harm, financial or otherwise, to
      the Company, the Partnership, or an Affiliate thereof.

            (ii) "Change in Control" shall be deemed to have occurred upon the
      occurrence of one or more of the following events: (i) any sale, lease,
      exchange or other transfer (in one transaction or a series of related
      transactions) of all or substantially all of the assets of the Partnership
      or the Company to any Person or its Affiliates, other than to Williams
      and/or its Affiliates; (ii) the consolidation, reorganization, merger or
      other transaction pursuant to which more than 50% of the combined voting
      power of the outstanding equity interests in the Company cease to be owned
      by Williams and its Affiliates; or (iii) a "Change in Control" of Williams
      as defined in the Williams stock plans from time to time; or (iv) the
      general partner (whether the Company or any other Person) of the
      Partnership ceases to be an Affiliate of Williams.

            (iii) "Termination of Affiliation" occurs on the first day on which
      an individual is for any reason no longer providing services to the
      Company, the Partnership, or an Affiliate thereof.

            (iv) "Good Reason" means, unless otherwise defined in an Award
      Agreement, the occurrence, within two years following a Change of Control
      and without a Participant's prior written consent, of any one or more of
      the following:

            (1) a material change in the Participant's duties from those
            assigned to the Participant immediately prior to a Change of
            Control, unless associated with a bona fide promotion of the
            Participant and a commensurate increase in the Participant's
            compensation, in which case the Participant shall be deemed to
            consent;

            (2) a significant reduction in the authority and responsibility
            assigned to the Participant;

            (3) the removal of the Participant from, or failure to reelect the
            Participant to, any corporate or similar office of the Company, the
            Partnership, or an Affiliate thereof to which the Participant may
            have been elected and was occupying immediately prior to a Change of
            Control, unless associated with a bona fide promotion of the
            Participant and a commensurate increase in the Participant's
            compensation or in connection with the election or appointment of
            the Participant to a corresponding or


                                      -8-
<PAGE>

            higher office of the Company or any Affiliate, in each which case
            the Participant shall be deemed to consent;

            (4) reduction of a Participant's base salary;

            (5) termination of any of the incentive compensation plans of the
            Partnership or the Company in which the Participant shall be
            participating at the time of a Change of Control, unless such plan
            is replaced by a successor plan providing incentive opportunities
            and awards at least as favorable to the Participant as those
            provided in the plan being terminated;

            (6) amendment of any of the incentive compensation plans of the
            Partnership or the Company in which the Participant shall be
            participating at the time of a Change of Control so as to provide
            for incentive opportunities and awards less favorable to the
            Participant than those provided in the plan being amended;

            (7) failure by the Company, the Partnership, or an Affiliate thereof
            to continue the Participant as a participant in any of the Company's
            or Partnership's incentive compensation plans in which the
            Participant is participating immediately prior to a Change of
            Control on a basis comparable to the basis on which other similarly
            situated employees participate in such plan;

            (8) except in relation to a wage freeze applicable to all employees
            of the Company, the Partnership, or an Affiliate thereof,
            modification of the administration of any of the incentive
            compensation plans so as to adversely affect the level of incentive
            opportunities or awards actually received by the Participant; or

            (9) a requirement by the Company, the Partnership, or an Affiliate
            thereof that the Participant's principal duties be performed at a
            location more than fifty (50) miles from the location where the
            Participant was employed immediately preceding the Change of
            Control, except for travel reasonably required in the performance of
            the Participant's duties.

      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; provided, however, that no amendment to the Plan may be made
      without the approval of a Unit Majority (as defined in the Partnership
      Agreement) that would permit DERs to be granted prior to the end of the
      Subordination Period (as defined in the Partnership Agreement).


                                      -9-
<PAGE>

            (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, provided no change, other than pursuant to
      Section 7(c), in any Award shall materially reduce the benefit to
      Participant without the consent of such Participant.

            (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 Plan.

      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) 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. In no event shall the withholding for
taxes exceed that which is necessary to satisfy the employer's minimum
withholding requirements.

      (c) No Right to Employment. 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 or in any Award 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 law 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 Compensation Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it


                                      -10-
<PAGE>

cannot be construed or deemed amended without, in the determination of the
Compensation 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 or 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.

      (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) 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.

      SECTION 9. Term of the Plan.

      The Plan shall be effective on the date of its approval by the Board and
shall continue until the date terminated by the Board or Units are no longer
available for the payment of Awards under the Plan, 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


                                      -11-
<PAGE>

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.


                                      -12-