Common use of Committees Clause in Contracts

Committees. (a) Except as expressly set forth in this Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority Directors of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeCompany. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) . The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have an Audit Committeethe power at any time to change the membership of any such committee and to fill vacancies in it. Such A majority of the members of any such committee shall have constitute a quorum. Each such committee may elect a chairman and exercise appoint such power subcommittees and authority assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall specify from time to timetime be amended. Upon consideration Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Exchange Act, and Section 303A person so removed. Election or appointment of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such a committee shall be an Independent Director. Each Director that is a member not of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoitself create contract rights.

Committees. (a) Except as expressly set forth in this Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of DirectorsDirectors serving, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change increase or decrease the size and add or remove members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members may establish committees of the Board and may delegate any of Directorsits responsibilities, designate one or more committees, each committee to consist of one or more of the Directors, whichexcept as otherwise prohibited by Applicable Law, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. committees. (b) A majority of all the members of any such committee committee, present in person or represented by proxy participating in accordance with Section 6.07, shall constitute a quorum for the transaction of business by of such committee, and the committee. A affirmative vote of a majority of all the committee members present shall be necessary for the adoption by it of any resolution, unless the affirmative vote of a majority of the members of any such committee present in person is required by Applicable Law or represented by proxy at a meeting at which a quorum exists otherwise. (c) A majority of any committee may determine its action and fix the time and place, if any, place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 13.02. The Board of Directors shall have the power at any time to fill vacancies in, to change the members of any such committee at any timemembership of, or to fill vacancies and to discharge dissolve any such committee, either with or without cause, at any time. . (d) Any committee established pursuant to this Section 6.10 shall choose its own chairman and keep regular minutes of its proceedings and report the same to the Board when requested. (e) The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee Nothing herein shall keep regular minutes of its meetings and report the same be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such persons who are not Directors; provided, however, that no such committee shall have and or may exercise such power and any authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard.

Committees. (a) Except as expressly set forth in this Agreement, the each Series Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Series Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directorsapplicable Series Board. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the applicable Series Board of Directors shall otherwise provide. The A Series Board of Directors shall have the power to change the members of any such committee of the applicable Series at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The A Series Board of Directors may designate one or more Directors of the applicable Series as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors applicable Series Board, to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors applicable Series, when required. (b) The Board Each of Directors the Series Boards shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors applicable Series Board, as applicable, shall specify from time to time. Upon consideration of the independence criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case case, including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent DirectorDirector and independent for service on the Audit Committee. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least two Independent Directors none of whom is a security holder, officer or employee of the Company or SEP GP; is an officer, director or employee of any Affiliate of the Company or SEP GP; or is a holder of any ownership interest in the MLP Group other than Common Units. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, SEP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of this Agreement or the MLP Partnership Agreement, (B) approving any amendment to the Omnibus Agreement requiring the approval of the Conflicts Committee pursuant to Section 4.6 thereof, (C) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a) or (3) this Section 6.02(e)(ii), and (D) performing such other functions as the Board may assign from time to time. Upon consideration time or as may be specified in a written charter of the criteria contained Conflicts Committee. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 6.02(e)(i), the Board of Directors shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors at all times. The Audit Committee shall be responsible for (A) assisting the Board in Section 10A(m)(3monitoring (1) the quality and Rule 10A-3(b)(1) integrity of the Exchange ActMLP’s financial statements, (2) the MLP’s compliance with legal and regulatory requirements, (3) the qualifications and independence of the MLP’s independent auditors, (4) the performance the internal audit function and independent auditors of the Company, SEP GP and the MLP, and Section 303A (5) the implementation and effectiveness of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to MLP’s ethics and compliance program and the requirements of Section 303A.07 commitment of the NYSE Listed Company Manual, including Board of Directors to its ethical and compliance responsibilities and (B) preparing any amendments, replacements reports that may be required by the rules of the SEC to be included in the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Audit Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Agreement, There shall be an Executive Committee which shall have such powers and authority provided by resolution passed by a majority of the Board of Directors. (b) The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee in addition to consist of one or more of the DirectorsExecutive Committee, which, to the extent provided in such resolution or resolutionssaid resolution, shall have and may exercise, subject to applicable law and this Agreement, exercise the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. (c) Each committee, for which provision is made by paragraph (a) or (b) of this Section 16, shall consist of one or more directors of the Corporation who shall be appointed by the Chairman of the Board of Directors provided, however, that each such appointment shall be reported promptly to the Board of Directors and no member of a committee shall participate in any action by a committee which shall constitute an exercise of a power of the Board until the appointment of such member has been ratified by a majority of the full Board. Any vacancy on a committee shall be filled by appointment by the Chairman of the Board of Directors in the same manner in which original appointments to such committee were made. The chairman of each committee shall be designated by the Chairman of the Board of Directors. A majority of all the members those entitled to vote at any meeting of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committeethat meeting. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the Board The board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, directors may designate one or more committees, each committee to of which shall consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providedirectors. The Board board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any committee shall, to the extent provided in a resolution of the board of directors and subject to the limitations contained in the Delaware General Corporation Law, have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes such records and report to the board of directors in such manner as the board of directors may from time to time determine. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its meetings business. Except as provided in the next sentence, and report unless otherwise provided in a resolution of the board of directors or in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same to manner as provided in these Bylaws for the Board board of Directors when required. (b) directors. A majority of the members of a committee shall constitute a quorum, and the act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of the committee. The Board board of Directors directors shall have an Audit Committeepower at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Such The term of office of the members of each committee shall be as fixed from time to time by the board of directors; provided, however, that any committee member who ceases to be a member of the board of directors shall automatically cease to be a committee member. Nothing herein shall be deemed to prevent the board of directors from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have and or may exercise such power and any authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) board of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretodirectors.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least two Independent Directors none of whom is a security holder, officer or employee of the Company or SEP GP; is an officer, director or employee of any Affiliate of the Company or SEP GP; or is a holder of any ownership interest in the MLP Group other than Common Units. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, SEP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of this Agreement or the MLP Partnership Agreement, (B) approving any amendment to the Omnibus Agreement requiring the approval of the Conflicts Committee pursuant to Section 4.6 thereof, (C) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a) or (3) this Section 6.02(e)(ii), and (E) performing such other functions as the Board may assign from time to time. Upon consideration time or as may be specified in a written charter of the criteria contained in Conflicts Committee. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 10A(m)(36.02(e)(i), the Board of Directors shall maintain an “Audit Committee,” which shall be composed of (A) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Actclosing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the quality and integrity of the MLP’s financial statements, (2) the MLP’s compliance with legal and regulatory requirements, (3) the qualifications and independence of the MLP’s independent auditors, (4) the performance the internal audit function and independent auditors of the Company, SEP GP and the MLP, and Section 303A (5) the implementation and effectiveness of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to MLP’s ethics and compliance program and the requirements of Section 303A.07 commitment of the NYSE Listed Company Manual, including Board of Directors to its ethical and compliance responsibilities and (B) preparing any amendments, replacements reports that may be required by the rules of the SEC to be included in the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Audit Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority Directors of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeCompany. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) . The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have an Audit Committeethe power at any time to change the membership of any such committee and to fill vacancies in it. Such A majority of the members of any such committee shall have constitute a quorum. Each such committee may elect a chairman and exercise appoint such power subcommittees and authority assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall specify from time to timetime be amended. Upon consideration Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Exchange Act, and Section 303A person so removed. Election or appointment of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such a committee shall be an Independent Director. Each Director that is a member not of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoitself create contract rights.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members committees of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board with respect to the management of Directorsthe business and affairs of ETE as may be provided in a resolution of the Board. A Any committee designated pursuant to this Section 6.5(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested, and, subject to Section 6.5(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of the sole member or a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providecommittee). The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee must meet the standards for an Independent Director and any such designated alternate of the Conflicts Committee must meet the standards for a Conflicts Committee Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit Committee must meet the standards for an Independent Director and report any such replacement member of the same to Conflicts Committee must meet the Board of Directors when requiredstandards for a Conflicts Committee Independent Director. (bii) The In addition to any other committees established by the Board of Directors pursuant to Section 6.5(e)(i), the Board shall have maintain an “Audit Committee,” which shall be composed of at least three Independent Directors. Such committee The Audit Committee shall have be responsible for (A) assisting the Board in monitoring (1) the integrity of ETE’s and exercise the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and (4) ETE’s and the Company’s compliance with legal and regulatory requirements, (B) preparing the report required by the rules of the SEC to be included in ETE’s annual report on Form 10-K and (C) performing such power and authority other functions as the Board of Directors shall specify may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained in Audit Committee. (iii) In addition to any other committees established by the Board pursuant to Section 10A(m)(3) and Rule 10A-3(b)(1) of 6.5(e)(i), the Exchange ActBoard may, and Section 303A of the NYSE Listed Company Manualfrom time to time, in each case including any amendments, replacements or successors thereto, each Director that is establish a member of such committee Conflicts Committee. The Conflicts Committee shall be an composed of at least one Conflicts Committee Independent Director. Each The Conflicts Committee shall function in the manner described in the ETE Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the ETE Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director that is to the Company or the Members. (iv) In addition to any other committees established by the Board pursuant to Section 6.5(e)(i), the Board shall maintain a member of such committee “Compensation Committee,” which shall be “financially literate” pursuant to composed of at least two Independent Directors. The Compensation Committee shall be responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorsfrom time to time, designate one (1) or more committeescommittees of the Board, with each committee to consist of one (1) or more Directors of the Directors, which, to the extent provided in such resolution or resolutions, Company. Members of each Board committee shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of be selected by the Board of DirectorsDirectors from time to time. A majority Notwithstanding the foregoing, each member of all a committee must be a Director meeting the members of any requirements for membership on such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings imposed by applicable Law and specify what notice thereofany rule, if anyregulation, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members guideline or requirement of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. National Securities Exchange on which Shares are listed for trading. (b) The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In Subject to applicable Law and any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors, of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (c) [Reserved] (d) Any committee, to the extent permitted by applicable Law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company. Subject to any requirements or procedures set forth in the resolution of the Board of Directors establishing such committee, matters arising at any meeting of a committee shall be determined by a majority of the votes of the committee members present and voting; provided, that in the event of a tie vote, the chairman of such committee shall be entitled to cast the deciding vote. Each committee may meet and adjourn as it determines, and shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors when required. (b) The Board . Notwithstanding anything to the contrary contained in this Article V, the resolution of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration establishing any committee of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) Board of Directors or the Exchange Act, and Section 303A charter of any such committee may establish requirements or procedures relating to the NYSE Listed Company Manual, in each case including any amendments, replacements governance or successors thereto, each Director that is a member operation of such committee that are different from, or in addition to, those set forth in this Agreement and, to the extent that there is any inconsistency between this Agreement and any such resolution or charter, the terms of such resolution or charter shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocontrolling.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, may by resolution or resolutions passed by a majority of the then total number of members of the whole Board of Directors, designate one or more committees, each committee to consist of one two or more Directors of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideCorporation. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee The Chairman of the Board shall keep regular minutes appoint another member of its meetings and report the same to the Board of Directors when required. (b) The to fill any committee vacancy which may occur. At all meetings of any such committee, fifty percent of the total number of committee members shall constitute a quorum for the transaction of business and the act of a majority of the committee members present at any such meeting at which there is a quorum shall be the act of any such committee, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or by these Bylaws. Any such committee shall have, and may exercise, the power and authority specifically granted by the Board of Directors to the committee, but no such committee shall have the power or authority to amend the Certificate of Incorporation, adopt an Audit Committeeagreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amend the Bylaws of the Corporation. Such committee or committees shall have and exercise such power and authority name or names as may be determined from time to time by resolution adopted by the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoDirectors.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed adopted by a majority of the then total number of members of the Board of DirectorsWhole Board, designate one or more committees, each committee to of which shall consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timedirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee shall, to the extent provided in a resolution of the Board of Directors and subject to the limitations contained in the DGCL, have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes of its meetings such records and report the same to the Board of Directors when required. (b) in such manner as the Board of Directors may from time to time determine. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business. Unless otherwise provided in a resolution of the Board of Directors or in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same manner as provided in these Bylaws for the Board of Directors. The Board of Directors shall have an Audit Committeepower at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Such The term of office of the members of each committee shall have and exercise such power and authority be as fixed from time to time by the Board of Directors; provided, however, that any committee member who ceases to be a member of the Board of Directors shall specify automatically cease to be a committee member. Nothing herein shall be deemed to prevent the Board of Directors from time to time. Upon consideration appointing one or more committees consisting in whole or in part of persons who are not directors of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange ActCorporation; provided, and Section 303A of the NYSE Listed Company Manualhowever, in each case including any amendments, replacements or successors thereto, each Director that is a member of no such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 have or may exercise any authority of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard of Directors.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.2(e)(i), the Board of Directors shall specify maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and ETE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the ETE Agreement, (B) assisting the Board in monitoring (1) the integrity of ETE’s and the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and (4) ETE’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in ETE’s annual report on Form 10-K, (D) approving any material amendments to the Shared Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.1(a) – (g) and Section (c)(v) to be taken on behalf of the Company or ETE, (G) amending (1) Section 2.9, (2) the definition of “Independent Director” in Section 6.2(a), (3) the requirement that at least three of the directors be Independent Directors, (4) Sections 6.1(a) – (g) or 6.2 (c)(v) or (5) this Section 6.2(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A Conflicts Committee shall consider only the interest of the NYSE Listed Company Manualor ETE, in each case as applicable, including their respective creditors. (iii) In addition to any amendmentsother committees established by the Board of Directors pursuant to Section 6.2(e)(i), replacements or successors thereto, each Director that is a member the Board of such committee Directors shall maintain an “Compensation Committee,” which shall be an composed of at least two Independent DirectorDirectors. Each Director that is a member of such committee The Compensation Committee shall be “financially literate” pursuant to responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Agreement, the Board of Directors mayThe Board, by resolution or resolutions passed by a majority of the then total number of members of the Board of DirectorsWhole Board, may designate one or more committees, each committee to consist of one or more of the Directors, whichDirectors of the Corporation. Each committee, to the extent provided in such resolution or resolutionsresolutions or in these Bylaws, shall will have and may exercise, subject exercise to applicable the fullest extent permitted by law and this Agreement, the powers and authority of the Board of DirectorsDirectors in the management of the business and affairs of the Corporation, and may authorize the affixing of the seal of the Corporation to all papers which may require it. A Each committee will have the name determined from time to time by resolution of the Board. (b) Each committee of the Board will serve at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board, by majority of all the members Whole Board, may modify the functions of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In lieu of such action by the Board, in the absence or disqualification of a any member of a committeecommittee of the Board, the member or members thereof present or represented by proxy at any such meeting of such committee and not disqualified from voting, whether or not such member or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (c) Unless otherwise prescribed by the Board, a majority of the members of any committee of the Board will constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of such committee. Each committee shall of the Board may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board. Each committee of the Board must keep regular minutes of its meetings proceedings and shall report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Subject to the Investor Rights Agreement, the Board of Directors may, by resolution may from time to time establish one or resolutions passed by a majority more committees of the then total number Board to serve at the pleasure of the Board (including, but not limited to, an Executive Committee, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. Any director may belong to any number of Directors, designate one or more committees, each committee to consist of one or more committees of the Directors, which, Board. Subject to the extent provided in such resolution or resolutions, shall have Certificate of Incorporation and may exercise, subject to applicable law and this the Investor Rights Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of Directors any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, subject to the Investor Rights Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any By-Law of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee or the Investor Rights Agreement. Unless otherwise provided in such a resolution or the Investor Rights Agreement, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution or the Investor Rights Agreement, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority directors of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providecorporation. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he or members she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business, property, and affairs of the Corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall keep regular minutes have power or authority in reference to amending the Certificate of its meetings and report Incorporation (except that a committee may, to the same extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board pursuant to authority expressly granted to the Board by the Certificate of Directors when required. (b) The Board Incorporation, fix any of Directors shall have the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation, or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an Audit Committee. Such agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law of the State of Delaware, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of dissolution, or amending these By-Laws; and, unless the resolution expressly so provided, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and exercise such power and authority as merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. Each committee which may be established by the Board pursuant to these By-Laws may fix its own rules and procedures. Notice of Directors meetings of committees, other than of regular meetings provided for by the rules, shall specify from time be given to timecommittee members. Upon consideration All action taken by committees shall be recorded in minutes of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretomeetings.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of all the then total number of members of the Board of Directors, designate one or more committees, in addition to those provided for in this Agreement, each committee to consist of one or more of the Directors, which, which to the extent provided in such resolution or resolutions, this Agreement shall have and may exercise, subject to applicable law and this Agreement, exercise the powers and authority of the Board of Directors. A majority Directors in the management and affairs of all the members of any LLC except as otherwise limited by law; provided, that no such committee present in person or represented by proxy shall constitute a quorum for of the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power or authority to change amend this Agreement (except that a committee may, to the members extent authorized in the resolution or resolutions providing for the issuance of Interests adopted by the Board of Directors, fix the designations and any of the preferences or rights of such Interests relating to distributions, redemption, dissolution, any distribution of assets of LLC or the conversion into, or the exchange of such Interests for, Interests of any other class or classes or any other series of the same or any other class or classes of Interests of LLC or fix the aggregate number of Interests comprising any series of Interests or authorize the increase or decrease of the aggregate number of Interests comprising any series of Interests), adopting any agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of LLC's property and assets, recommending to the Members a dissolution of LLC or revocation of a dissolution; and, unless a resolution of the Board of Directors or this Agreement expressly so provides, no such committee at any time, shall have the power or authority to fill vacancies and declare a dividend or other distribution or to discharge any such committee, either with or without cause, at any timeauthorize the issuance of Interests. The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member Director at any meeting of the such committee. In Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified memberDirectors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board . During the Iridium Bermuda Special Rights Period, one Director designated by Iridium Bermuda shall be a member of Directors shall have an Audit Committee. Such each committee shall have and exercise such power and authority as of the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoDirectors.

Committees. (a) Except as expressly set forth in this Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors may designate any committee as appropriate, which shall have consist of two or more directors of the power to change Corporation and the members Board shall also designate a chairman of any such committee at any time, to fill vacancies and to discharge any such each committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors directors of the Corporation as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each member (and each alternate member of any such committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy, or otherwise) shall serve as a member of such committee until his or her successor shall have been designated or until he or she shall cease to be a director, or until his or her resignation or removal, with or without cause, from such committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each The members of each committee shall designate a person to act as secretary of the committee to keep regular minutes of written minutes, and to serve notices for, its meetings and perform such other duties as the committee may direct. Such person may, but need not be, a member of the committee and the chairman of each committee shall report the same such committee's proceedings to the Board of Directors when required. (b) . Except as otherwise specified in a resolution designating a committee, one-third of the members of a committee shall be necessary to constitute a quorum of that committee for the transaction of business. The act of a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee, including. fixing the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.6 of these Bylaws. The Board of Directors shall have an Audit Committeepower at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. Such committee Nothing herein shall have and exercise such power and authority as be deemed to prevent the Board of Directors shall specify from time to time. Upon consideration appointing one or more committees consisting in whole or in part of persons who are not directors of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange ActCorporation; provided, and Section 303A of the NYSE Listed Company Manualhowever, in each case including any amendments, replacements or successors thereto, each Director that is a member of no such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 have or may exercise any authority of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard of Directors.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least one Independent Director. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, DCP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of the DCP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a) or (3) this Section 6.02(e)(ii), and (E) performing such other functions as the Board may assign from time to time or as may be specified in a written charter of the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained in MLP, including its respective creditors. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 10A(m)(36.02(e)(i), the Board of Directors shall maintain an “Audit Committee,” which shall be composed of (A) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Actclosing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the integrity of the MLP’s financial statements, (2) the qualifications and independence of the MLP’s independent accountants, (3) the performance the internal audit function and independent accountants of the Company, DCP GP and the MLP, and Section 303A (4) the MLP’s compliance with legal and regulatory requirements and (B) preparing the report required by the rules of the NYSE Listed Company ManualSEC to be included in the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board. (iv) In addition to any other committees established by the Board of Directors pursuant to Section 6.02(e)(i), in each case including any amendments, replacements or successors thereto, each Director that is a member the Board of such committee Directors shall maintain an “Compensation Committee,” which shall be an composed of at least one Independent Director. Each Director that is a member of such committee The Compensation Committee shall be “financially literate” pursuant to responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an Audit and Conflicts Committee. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement and the ▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇) assisting the Board in monitoring (1) the integrity of the MLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s and the Company’s independent accountants, (3) the performance of the MLP’s and the Company’s internal audit function and independent accountants, and (4) the MLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.01(a)–(g) and Section 6.02(c)(v) to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in Section 6.02(a), (3) the requirement that at least three directors be Independent Directors, (4) Sections 6.01(a)–(g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee Conflicts Committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant subject to the requirements of Section 303A.07 7.9 of each of the NYSE Listed Company ManualEPE Agreement and the EPD Agreement and, including when acting (or refraining from acting) in accordance with those requirements, any amendmentsaction (or inaction) taken (or omitted) by the Directors constituting the Audit and Conflicts Committee shall be permitted and deemed approved by all Members, replacements and shall not constitute a breach of this Agreement, of the EPE Agreement, of the EPD Agreement, of any agreement contemplated herein or successors theretotherein, or of any duty stated or implied by law or equity.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority directors of the Board Corporation. Without limiting the generality of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and placeforegoing, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The designate, a Human Resources and Compensation Committee (which shall be chaired by an Verizon Director so long as there are Verizon Directors serving on the Board of Directors) and an Audit Committee (which shall be chaired by an Independent Director who is an Verizon Director so long as there are Verizon Directors shall have serving on the power to change Board of Directors) and, for the members of any such committee at any time18 month period immediately following the Merger Closing Date, to fill vacancies a NorthPoint Nominating Committee and to discharge any such committee, either with or without cause, at any timean Verizon Nominating Committee. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and (4) the MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP’s and OLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement dated as of January 1, 2004, between the Company, the MLP, the OLP and Enterprise Products Company and others, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, and (F) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained in Section 10A(m)(3) Audit and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoConflicts Committee.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all of the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.2(e)(i), the Board of Directors shall specify maintain an “Audit Committee” and a “Conflicts Committee.” The Audit Committee shall be composed of at least three Independent Directors, and the Conflicts Committee shall be composed of at least one Independent Director. Any Independent Director may serve on both the Audit Committee and the Conflicts Committee. (A) The Conflicts Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Conflicts Committee pursuant to the terms of the MLP Agreement, (2) approving any material amendments to the Services Agreement, (3) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Conflicts Committee to make such determination, (4) approving any of the following actions: (I) make or consent to a general assignment for the benefit of the creditors of the MLP; (II) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the MLP, or otherwise seek, with respect to the MLP, relief from debts or protection from creditors generally; (III) file or consent to the filing of a petition or answer seeking for the MLP a liquidation, dissolution, arrangement, or similar relief under any law; (IV) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP in a proceeding of the type described in any of clauses (I) — (III) of this Section 6.2(e)(ii)(A); (V) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the MLP or for all or any substantial portion of such entity’s properties; (VI) sell all or substantially all of the assets of the MLP; (VII) dissolve or liquidate the MLP, other than in accordance with Article XII of the MLP Agreement; and (VIII) merge or consolidate the MLP; (5) amending (I) Section 2.9, (II) the definition of “Independent Director” in Section 6.2(a)(iii), (III) the requirement that at least three of the directors be Independent Directors, or (IV) this Section 6.2(e)(ii), and (6) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, and Section 303A as amended from time to time, the Directors constituting the Conflicts Committee shall consider only the interest of the NYSE Listed Company Manualor the MLP, in each case as applicable, including any amendments, replacements or successors thereto, each Director that is a member of such committee their respective creditors. (B) The Audit Committee shall be an Independent Director. Each Director that is a member responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of such committee shall the Company and the MLP required to be “financially literate” considered by, or submitted to, the Audit Committee pursuant to the terms of the MLP Agreement and the requirements of the New York Stock Exchange, Section 303A.07 10A(m) of the NYSE Listed Securities Exchange Act of 1934 (or any successor Law), the rules and regulations of the SEC, other Applicable Law and the charter of the Audit Committee, (2) assisting the Board in monitoring (I) the integrity of the MLP’s financial statements, (II) the qualifications and independence of the MLP’s independent accountants, (III) the performance of the MLP’s internal audit function and independent accountants, and (IV) the MLP’s compliance with legal and regulatory requirements, and (3) performing such other functions as the Board may assign from time to time, or as may be specified in a written charter of the Audit Committee. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 6.2(e)(i) or Section 6.2(e)(ii), the Board of Directors may establish a “Compensation Committee,” which, if established, shall be composed of at least two Independent Directors. The Compensation Committee shall be responsible for setting the compensation for Officers of the Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle VI, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members committees of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board with respect to the management of Directorsthe business and affairs of the Company as may be provided in a resolution of the Board. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providecommittee). The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same to Audit Committee or the Board of Directors when requiredConflicts Committee must meet the standards for an Independent Director. (bii) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), the Board shall maintain a “Conflicts Committee,” which shall be composed of at least two Independent Directors. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, MLP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board pursuant to the terms of Directors shall have an Audit Committee. Such committee shall have this Agreement or the MLP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement or Operating Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.8, (2) the definitions of “Independent Director” in Section 6.2(a) or (3) this Section 6.2(e)(ii), and exercise (E) performing such power and authority other functions as the Board may assign from time to time or as may be specified in a written charter of Directors shall specify the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained in MLP, including its respective creditors. (iii) In addition to any other committees established by the Board pursuant to Section 10A(m)(36.2(e)(i), the Board shall maintain an “Audit Committee,” which shall be composed of (A) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Actclosing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the integrity of the MLP’s financial statements, (2) the qualifications and independence of the MLP’s independent accountants, (3) the performance the internal audit function and independent accountants of the Company, MLP GP and the MLP, and Section 303A (4) the MLP’s compliance with legal and regulatory requirements and (B) preparing the report required by the rules of the NYSE Listed Company ManualSEC to be included in the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board. (iv) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee the Board shall maintain an “Compensation Committee,” which shall be an composed of at least one Independent Director. Each Director that is a member of such committee The Compensation Committee shall be “financially literate” pursuant to responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors Managers may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee to consist of one or more Managers of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideCompany. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors Managers may designate one or more Directors Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors Managers to act at the meeting in the place of any such absent or disqualified member. (b) Any such committee, to the extent provided in the resolution of the Board of Managers or in this Agreement, shall have and may exercise all of the powers and authority of the Board of Managers in the management of the business and affairs of the Company; but no such committee shall have the power or authority of the Board of Managers with respect to adopting an agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Members a dissolution of the Company or a revocation of a dissolution or designating a committee of the Board of Managers. Each Unless the resolution or this Agreement expressly so provide, no such committee shall have power or authority to declare a distribution or to authorize the issuance of Units. (c) All committees so appointed shall keep regular minutes of its the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Company and shall report the same to the Board of Directors when requiredManagers. (bd) The Board Meetings and actions of Directors committees shall have an Audit Committee. Such be governed by, and held and taken in accordance with the provisions of: (i) Sections 8(c), (d) and (e) (Meetings; Notice of Special Meetings; Waiver of Notice); (ii) Section 8(f) (Meetings by Conference Telephone or Similar Communications Equipment); (iii) Section 8(g) (Action Without a Meeting); and (iv) Section 8(h) (Quorum; Voting Requirements); with such changes in each case in the context of those provisions as are necessary to substitute the committee shall have and exercise such power and authority as its members for the Board of Directors Managers and its members. Notwithstanding the foregoing: (x) the time of regular meetings of committees may be determined either by the Board of Managers or by the committee; (y) special meetings of committees may also be called by the Board of Managers; and (z) notice of special meetings of committees shall specify from time also be given to time. Upon consideration all alternate members, who shall have the right to attend all meetings of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocommittee.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.2(e)(i), the Board of Directors shall specify maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and ETE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the ETE Agreement, (B) assisting the Board in monitoring (1) the integrity of ETE’s and the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and (4) ETE’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in ETE’s annual report on Form 10-K, (D) approving any material amendments to the Shared Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.1(a) – (g) and Section (c)(v) to be taken on behalf of the Company or ETE, (G) amending (1) Section 2.9, (2) the definition of “Independent Director” in Section 6.2(a), (3) the requirement that at least three of the directors be Independent Directors, (4) Sections 6.1(a) – (g) or 6.2 (c)(v) or (5) this Section 6.2(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A Conflicts Committee shall consider only the interest of the NYSE Listed Company Manualor ETE, in each case as applicable, including their respective creditors. (iii) In addition to any amendments, replacements or successors thereto, each Director that is a member other committees established by the Board of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” Directors pursuant to Section 6.2(e)(i), the requirements Board of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.Directors shall maintain a

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle VI, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members committees of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board with respect to the management of Directorsthe business and affairs of the Company as may be provided in a resolution of the Board. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providecommittee). The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same to Audit Committee or the Board of Directors when requiredConflicts Committee must meet the standards for an Independent Director. (bii) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), the Board shall maintain a "CONFLICTS COMMITTEE," which shall be composed of at least two Independent Directors. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, MLP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board pursuant to the terms of Directors shall have an Audit Committee. Such committee shall have this Agreement or the MLP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement or Operating Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.8, (2) the definitions of "Independent Director" in Section 6.2(a) or (3) this Section 6.2(e)(ii), and exercise (E) performing such power and authority other functions as the Board may assign from time to time or as may be specified in a written charter of Directors shall specify the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained in MLP, including its respective creditors. (iii) In addition to any other committees established by the Board pursuant to Section 10A(m)(36.2(e)(i), the Board shall maintain an "AUDIT COMMITTEE," which shall be composed of (A) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Actclosing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the integrity of the MLP's financial statements, (2) the qualifications and independence of the MLP's independent accountants, (3) the performance the internal audit function and independent accountants of the Company, MLP GP and the MLP, and Section 303A (4) the MLP's compliance with legal and regulatory requirements and (B) preparing the report required by the rules of the NYSE Listed Company ManualSEC to be included in the MLP's annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board. (iv) In addition to any other committees established by the Board pursuant to Section 6.2(e)(i), in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee the Board shall maintain an "COMPENSATION COMMITTEE," which shall be an composed of at least one Independent Director. Each Director that is a member of such committee The Compensation Committee shall be “financially literate” pursuant to responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (a) Except as expressly set forth in this Subject to the express terms of the Stockholders Agreement, the Board of Directors may, may by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directorsdirectors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board. The Board shall have the power at any time to fill vacancies in, whichto change the membership of, or to dissolve any such committee. (b) Any committee established pursuant to this Section 3.4, to the extent provided in such permitted by applicable law and by resolution or resolutionsof the Board, shall have and may exercise, subject to applicable law and this Agreement, exercise all of the powers and authority of the Board in the management of Directors. A majority the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. (c) Subject to the members express terms of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and placeStockholders Agreement, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a the committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (bd) The Unless the Board otherwise provides, the time, date, place, if any, and notice of Directors shall have an Audit Committee. Such meetings of a committee shall have and exercise be determined by such power and authority committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Board Certificate of Directors shall specify Incorporation, the Stockholders Agreement, these By-Laws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Upon consideration of Unless the criteria contained Board otherwise provides and except as provided in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors theretothese By-Laws, each Director that is a member committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall be an Independent Director. Each Director that conduct its business in the same manner as the Board is a member of such committee shall be “financially literate” authorized to conduct its business pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretothis Article III.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors mayDirectors, by resolution or resolutions passed adopted by a majority of the then total number of members of whole Board, may create one or more committees and appoint one or more directors to serve on such committee or committees. Each director appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Directors, designate one or more committees, each committee to consist of one or more of until the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority next annual meeting of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideuntil their respective successors are designated. The Board of Directors shall have Directors, by resolution adopted by a majority of the power to change the members of any such committee at any timewhole Board, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may also designate one or more Directors additional directors as alternate members of any committee, committee to serve as members of such committee in the place and stead of any regular member or members thereof who may replace any absent be unable to attend a meeting or disqualified otherwise unavailable to act as a member at any meeting of the such committee. In the absence or disqualification of a member and all alternate members designated to serve in the place and stead of a committeesuch member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member director to act at the meeting in the place and stead of such absent or disqualified member. (b) Any committee may exercise the power and authority of the Board of Directors to act at the meeting in place extent specified by the resolution establishing such committee, or the Certificate of Incorporation or these Bylaws; provided, however, that no committee may take any such absent action that is expressly required by the DGCL or disqualified memberthe Certificate of Incorporation or these Bylaws to be taken by the stockholders and/or the Board of Directors and not by a committee thereof. Each committee shall keep regular minutes a record of its meetings acts and report proceedings, which shall form a part of the same records of the Corporation in the custody of the Secretary, and all actions of each committee, shall be reported to the Board of Directors when requiredat the next meeting of the Board. (bc) The Board Meetings of Directors shall have an Audit Committeecommittees may be called at any time by the Chairman of the Board, if any, the President or the chairman of the respective committee. Such At least fifty percent of the members of the committee shall have and exercise such power and authority constitute a quorum for the transaction of business and, except as expressly limited by this section, the Board act of Directors shall specify from time to time. Upon consideration a majority of the criteria contained members present at any meeting at which there is a quorum shall be the act of such committee. Except as expressly provided in Section 10A(m)(3) and Rule 10A-3(b)(1) this section or in the resolution designating the committee, a majority of the Exchange Act, and Section 303A members of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee may select its chairman, fix its rules of procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretogiven.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be Amended and Restated Limited Liability Company Agreement (3) provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least one Independent Director. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, DCP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of the DCP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a) or (3) this Section 6.02(e)(ii), and (E) performing such other functions as the Board may assign from time to time or as may be specified in a written charter of the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained in MLP, including its respective creditors. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 10A(m)(36.02(e)(i), the Board of Directors shall maintain an “Audit Committee,” which shall be composed of (A) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Actclosing of the IPO, (B) at least two Independent Directors at all times from and after the 90th day following the effective date of the registration statement related to the IPO and (C) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be responsible for (A) assisting the Board in monitoring (1) the integrity of the MLP’s financial statements, (2) the qualifications and independence of the MLP’s independent accountants, (3) the performance the internal audit function and independent accountants of the Company, DCP GP and the MLP, and Section 303A (4) the MLP’s compliance with legal and regulatory requirements and (B) preparing the report Amended and Restated Limited Liability Company Agreement (3) required by the rules of the NYSE Listed Company ManualSEC to be included in the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or as may be specified in a written charter for the Audit Committee adopted by the Board. (iv) In addition to any other committees established by the Board of Directors pursuant to Section 6.02(e)(i), in each case including any amendments, replacements or successors thereto, each Director that is a member the Board of such committee Directors shall maintain an “Compensation Committee,” which shall be an composed of at least one Independent Director. Each Director that is a member of such committee The Compensation Committee shall be “financially literate” pursuant to responsible for setting the requirements of Section 303A.07 compensation for officers of the NYSE Listed Company Manual, including as well as administering any amendments, replacements incentive plans adopted by the Company. The Compensation Committee shall perform such other functions as the Board may assign from time to time or successors theretoas may be specified in a written charter for the Compensation Committee adopted by the Board.

Committees. (ai) Except as expressly set forth in this Agreement, The Board of Directors may appoint one or more committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one two or more of the Directors, which, to the extent provided in such resolution or resolutions, which committee(s) shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee may not be a member, officer, or employee of the Company or a member, officer, director, or employee of any Affiliate of the Company. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee may not be a member, officer, or employee of the same Company or a member, officer, director, or employee of any Affiliate of the Company. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify establish an "Audit and Conflicts Committee," which shall be composed entirely of two or more directors who are neither members, officers, nor employees of the Company nor members, officers, directors, or employees of any Affiliate of the Company. The Audit and Conflicts Committee shall be responsible for approving or disapproving, as the case may be, any matters regarding the business and affairs of the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, including the review of the external financial reporting of the MLP, the recommendation of independent public accountants to be engaged by the MLP, the review of the MLP's procedures for internal auditing and the adequacy of its internal accounting controls and the approval of any proposed increases in the administrative services fee payable under the EPCO Agreement. (iii) With respect to any committees established by the Board of Directors pursuant to the terms and conditions of this Agreement (other than the Audit and Conflicts Committee and the Executive Committee), Tejas Energy shall be entitled, from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Acttime during such time as Tejas Energy is, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements Unitholder Rights Agreement, entitled to designate at least one Director to the Company's Board of Section 303A.07 of the NYSE Listed Company ManualDirectors, including any amendments, replacements to designate at least one member or successors theretorepresentative to serve on each such committee.

Committees. (a) Except as expressly set forth in this AgreementIn addition to the operations and strategy committee authorized by Article IV of these By-Laws, other committees may be designated by the Board of Directors may, by resolution or resolutions passed by a majority of resolution adopted by the then total number of members of the Board of Directorsdirectors required to take action under Article III, designate one or more committees, each committee to consist of one or more of the Directors, whichSection 12 hereof. Any such committee, to the extent provided in such the resolution or resolutionsof the Board of Directors designating the committee, shall have and may exercise, subject to applicable law and this Agreement, exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law. (b) The Board of Directors may appoint members to each committee meeting any applicable qualifications set forth in that committee’s charter at the Board of Directors. A majority of all the members of any ’ annual organizational meeting or at such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the other time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless as the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timemay determine. The Board of Directors may designate one or more Directors directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to Unless the Board of Directors when requiredotherwise prescribes by resolution, such committee member will serve until he or she ceases to be a director, resigns or is removed. Any vacancy occurring on any committee may be filled by the Board of Directors. Each committee may delegate any of its responsibilities to the chair or another committee member, unless prohibited by law, regulation or national securities exchange listing standards (if any). (bc) The Board A committee may meet in person or by telephone, video conference or other communications equipment by means of Directors shall have an Audit Committee. Such committee shall have which all persons participating in such meeting can hear each other, and exercise such power and authority as may act by unanimous written consent. (d) Unless the Board of Directors shall specify from time to time. Upon consideration otherwise prescribes by resolution, a majority of a committee’s members constitutes a quorum for the transaction of business at a committee meeting, and the affirmative vote of a majority of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) committee members present at a meeting at which there is a quorum present will be the act of that committee. Each committee of the Exchange ActBoard of Directors may prescribe its own rules for calling and holding meetings and its method of procedure, and Section 303A subject to any rules prescribed by the Board of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoDirectors.

Committees. (ai) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, Managers may designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideDirector Managers. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors Managers may designate one or more Directors Director Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification . (ii) Members of a committee shall hold office for such period as may be fixed by a resolution adopted by the Board of Managers. Any member of a committee, the member or members thereof present or represented committee may be removed from such committee only by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at Managers. Vacancies in the meeting in place membership of any committee shall be filled by the Board of Managers. (iii) Unless the Board of Managers shall otherwise provide, each committee may adopt its own rules of procedure and may meet at stated times or on such absent or disqualified membernotice as such committee may determine. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors Managers when required. (biv) The Unless otherwise determined by the Board of Directors Managers, a majority of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be an act of such committee. (v) To the extent provided in the resolution of the Board of Managers, any committee that consists solely of one or more Director Managers shall have an Audit Committeeand may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company. Such committee or committees shall have and exercise such power and authority name or names as may be determined from time to time by resolution adopted by the Board of Directors shall specify from time to timeManagers. Upon consideration In the absence or disqualification of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of a committee composed solely of Director Managers, the member or members thereof present at any meeting and not disqualified from voting, whether or not such committee shall be an Independent Director. Each Director that is members constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in the place of any such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements absent or successors theretodisqualified member.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed adopted by a majority of the then total number of members Representatives in office, establish one or more committees to serve at the pleasure of the Board Board, consisting in each case of Directorstwo or more Representatives, and may designate one or more committees, each committee to consist Representatives as alternate members of one or more of the Directors, whichsuch a committee. Any committee, to the extent provided hereunder or in such the resolution or resolutionsby which it is established, shall have and may exercise, subject to applicable law and this Agreement, exercise all of the powers and authority of the Board of Directors. A majority of all except that a committee shall not have any power or authority as to the members following: (i) The submission to Members of any such committee present action requiring approval of Members under applicable law, as amended; (ii) The creation or filling of vacancies in person the Board; (iii) The adoption, amendment or represented repeal of this Agreement; (iv) The amendment or repeal of any resolution of the Board that by proxy shall constitute a quorum for the transaction of business its terms is amendable or repealable only by the committee. A majority Board; and (v) Action on matters committed by a resolution of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such another committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committeeBoard. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof of the committee present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members they constitute a quorum, may unanimously appoint another member of the Board of Directors Representative to act at the meeting in place of any such the absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board A majority of Directors shall have an Audit Committee. Such the Representatives appointed to a committee shall have constitute a quorum for the transaction of business, and exercise the acts of a majority of the Representatives appointed to a committee present and voting at a meeting of the committee at which a quorum is present shall be the acts of the committee. (c) A committee may, by resolution, fix regular meeting dates of which no notice need be given to members of the committee. Special meetings of a committee may be held at the call of the chairman of the committee upon such power notice as is provided in this Agreement for special meetings of the Board. Any action required or permitted to be taken at a meeting of the members of a committee may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all the members of the committee and authority as shall be filed with the Secretary of the Company. (d) All action taken by the committees shall be reported to the Board of Directors shall specify from time to time. Upon consideration not later than the next succeeding regular meeting of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one (1) or more committees, each committee to consist of one (1) or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee Any such committee, to the extent permitted by applicable law and to the extent provided in a resolution of the Board of Directors, shall keep regular minutes have and may exercise all of its meetings the powers and report the same to authority of the Board of Directors when required. in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (bif one is adopted) The Board of Directors shall have an Audit Committee. Such to be affixed to all papers which may require it; but no such committee shall have and exercise such the power and or authority to (i) approve or adopt, or recommend to the Stockholders, any action or matter expressly required by the DGCL to be submitted to Stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors shall specify from time designating the committee, a committee may create one (1) or more subcommittees, each subcommittee to time. Upon consideration consist of one (1) or more members of the criteria contained in Section 10A(m)(3) committee, and Rule 10A-3(b)(1) delegate to a subcommittee any or all of the Exchange Actpowers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business, and Section 303A the vote of a majority of the NYSE Listed Company Manualmembers of the committee or subcommittee, in each case including as applicable, present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, as applicable. Meetings of any amendmentscommittee of the Board of Directors may be held at any time or place, replacements if any, within or successors thereto, each Director that is without the State of Delaware whenever called by the Chairperson or a member majority of the members of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocommittee.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, shall be designated by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, and shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. Except as otherwise established by resolution of the Board of Directors, at every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings (A) the Audit Committee or the Conflicts Committee must meet the standards for an Independent Director, and report the same (B) a Class A Director or a Class B Director must be a Class A Director or a Class B Director, respectively. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least one Independent Director. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, DCP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of the DCP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a), or (3) this Section 6.02(e)(ii), and (E) performing such other functions as the Board may assign from time to time or as may be specified in a written charter of the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained MLP. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 6.02(e), the Board of Directors shall maintain an “Audit Committee,” which shall be composed at least three Independent Directors at all times. The Audit Committee shall be responsible for (A) assisting the Board in Section 10A(m)(3monitoring (1) and Rule 10A-3(b)(1) the integrity of the Exchange ActMLP’s financial statements, (2) the qualifications and independence of the MLP’s independent accountants, (3) the performance the internal audit function and independent accountants of the Company, DCP GP and the MLP, and Section 303A (4) the MLP’s compliance with legal and regulatory requirements and (B) preparing the report required by the rules of the NYSE Listed Company Manual, SEC to be included in each case including any amendments, replacements the MLP’s annual report on Form 10-K. The Audit Committee shall perform such other functions as the Board may assign from time to time or successors thereto, each Director that is as may be specified in a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to written charter for the requirements of Section 303A.07 of Audit Committee adopted by the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard.”

Committees. (a) Except as expressly set forth in this Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto. (c) The Board of Directors shall have a Repurchase Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. The responsibilities of the Repurchase Committee will include determining whether to accept the recommendation from the Manager with respect to Company Tender Offers and any other decisions related to share repurchases.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an Audit and Conflicts Committee. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPD Agreement, (B) assisting the Board in monitoring (1) the integrity of the MLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s and the Company’s independent accountants, (3) the performance of the MLP’s and the Company’s internal audit function and independent accountants, and (4) the MLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.01(a)—(g) and Section 6.02(c)(v) to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in Section 6.02(a), (3) the requirement that at least three directors be Independent Directors, (4) Sections 6.01(a)—(g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee Conflicts Committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant subject to the requirements of Section 303A.07 7.9 of the NYSE Listed Company ManualEPD Agreement and, including when acting (or refraining from acting) in accordance with those requirements, any amendmentsaction (or inaction) taken (or omitted) by the Directors constituting the Audit and Conflicts Committee shall be permitted and deemed approved by all Members, replacements and shall not constitute a breach of this Agreement, of the EPD Agreement, of any agreement contemplated herein or successors theretotherein, or of any duty stated or implied by law or equity.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors Managers may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee to consist of one or more Managers of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideCompany. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors Managers may designate one or more Directors Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors Managers to act at the meeting in the place of any such absent or disqualified member. (b) Any such committee, to the extent provided in the resolution of the Board of Managers or in this Agreement, shall have and may exercise all of the powers and authority of the Board of Managers in the management of the business and affairs of the Company; but no such committee shall have the power or authority of the Board of Managers with respect to adopting an agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the Members a dissolution of the Company or a revocation of a dissolution or designating a committee of the Board of Managers. Each Unless the resolution or this Agreement expressly so provide, no such committee shall have power or authority to declare a distribution or to authorize the issuance of Units. (c) All committees so appointed shall keep regular minutes of its the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Company and shall report the same to the Board of Directors when requiredManagers. (bd) The Board Meetings and actions of Directors committees shall have an Audit Committee. Such be governed by, and held and taken in accordance with the provisions of: (i) Sections 8(c), (d) and (e) (Meetings; Notice of Special Meetings; Waiver of Notice); (ii) Section 8(f) (Meetings by Conference Telephone or Similar Communications Equipment); (iii) Section 8(g) (Action Without a Meeting); and (iv) Section 8(h) (Quorum; Voting Requirements); with such changes in each case in the context of those provisions as are necessary to substitute the committee shall have and exercise such power and authority as its members for the Board of Directors Managers and its members. Notwithstanding the foregoing: (x) the time of regular meetings of committees may be determined either by the Board of Managers or by the committee; (y) special meetings of committees may also be called by the Board of Managers; and (z) notice of special meetings of committees shall specify from time also be given to time. Upon consideration all alternate members, who shall have the right to attend all meetings of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocommittee.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of may designate from among its members of the Board of Directors, designate one or more committees, each of which committee to consist will be comprised of one (1) or more of the Directorsits members, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one (1) or more Directors of its members as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Directors, replace any absent or disqualified member members at any meeting of the such committee. In the absence or disqualification of a member of a Any such committee, to the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member extent provided in the resolution of the Board of Directors, the Certificate of Formation or these Bylaws, will have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Texas Business Organizations Code. Such committee or committees will have such name or names as may be designated by the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall and will keep regular minutes of its meetings their proceedings and report the same their proceedings to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as requested or required by the Board of Directors shall specify from time to timeDirectors. Upon consideration The designation of any committee of the criteria contained in Section 10A(m)(3) board of directors and Rule 10A-3(b)(1) the delegation thereto of authority will not operate to relieve the board of directors or any member thereof of any responsibility imposed on the board or the member by law. The number of members on each committee may be changed by resolution of the Exchange ActBoard of Directors. Any member of any committee may be removed from that committee at any time by resolution of the Board of Directors, if the Board determines that the removal is in the best interests of the Corporation. Vacancies in the membership of a committee (whether by death, resignation, removal, or any other manner) may be filled by resolution of the Board of Directors. The time, place, and Section 303A notice of any meetings of any committee will be determined by that committee. At meetings of any committee, a majority of the NYSE Listed Company Manualmembers of that committee constitutes a quorum for the transaction of business, in each case including any amendments, replacements or successors thereto, each Director that is and the act of a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 majority of the NYSE Listed Company Manualmembers present at any meeting at which a quorum is present will be the act of the committee, including except as otherwise specifically provided by statute, the Certificate of Formation, or these Bylaws. If a quorum is not present at a meeting of any amendmentscommittee, replacements or successors theretothe members present may adjourn the meeting without notice (other than an announcement at the meeting) until a quorum is present.

Committees. (a) Except as expressly set forth in this Agreement, the 6.6.1 The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. ; provided, that the CEO Director may be excluded from the portion of any meeting of any such committee and shall not be entitled to receive any materials or minutes of such meeting, in each case, to the extent (a) such meeting, materials or minutes relate to the compensation of the Chief Executive Officer of the Company or such CEO Director, or (b) required to avoid any conflict of interest or to maintain the privileged status of such discussion or materials. 6.6.2 The Board may form an advisory committee (the “Advisory Committee”) comprising of Directors shall have an Audit Committee. Such committee shall have such Persons (including industry experts and exercise other third party professionals) and having such power and authority responsibilities as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manualdetermines, in each case including any amendmentscase, replacements or successors theretoin consultation with ▇▇▇▇▇▇▇, each Director that so long as he is a member the Chief Executive Officer of such committee the Company. The role of the Advisory Committee shall be an Independent Directorto provide the Board, the Company and the Company’s senior officers with independent guidance and strategic advice in order to further enhance the value of the Business. Each Director that In connection with forming the Advisory Committee, the Board shall have the authority to determine, in consultation with ▇▇▇▇▇▇▇ so long as he is a member the Chief Executive Officer of such committee shall the Company, the compensation of the members of the Advisory Committee to be “financially literate” pursuant paid in consideration for services rendered to the requirements Company (including the issuance of Section 303A.07 Equity Securities or the creation of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoadditional incentive compensation plans).

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain “Audit and Conflicts Committee” as defined in the TEPPCO Agreement (referred to herein as the “Audit and Conflicts Committee”), which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for: (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and TEPPCO required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the TEPPCO Agreement, (B) assisting the Board in overseeing (1) the integrity of TEPPCO’s and the Company’s financial statements, (2) the qualifications and independence of TEPPCO’s and the Company’s independent accountants, (3) the performance of TEPPCO’s and the Company’s internal audit function and independent accountants, and (4) TEPPCO’s and the Company’s compliance with legal and regulatory requirements, (C) authorizing any reports of an audit committee required by the rules of the SEC to be included in TEPPCO’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.01(a)–(g) and Section 6.02(c)(iv) to be taken on behalf of the Company or TEPPCO, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in Section 6.02(a), (3) the requirement that, to the extent required by applicable requirements of the New York Stock Exchange or rules and regulations of the SEC, at least three Directors be Independent Directors, (4) Section 6.01(a)–(g) or Section 6.02(c)(iv) or (5) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee Conflicts Committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant subject to the requirements of Section 303A.07 6.9 of the NYSE Listed Company ManualTEPPCO Agreement and, including when acting (or refraining from acting) in accordance with those requirements, any amendmentsaction (or inaction) taken (or omitted) by the Directors constituting the Audit and Conflicts Committee shall be permitted and deemed approved by all Members, replacements and shall not constitute a breach of this Agreement, of the TEPPCO Agreement, of any agreement contemplated herein or successors theretotherein, or of any duty stated or implied by law or equity.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an Audit and Conflicts Committee. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the EPE Agreement and the EPD Agreement, (B) assisting the Board in monitoring (1) the integrity of the MLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s and the Company’s independent accountants, (3) the performance of the MLP’s and the Company’s internal audit function and independent accountants, and (4) the MLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.01(a)—(g) and Section 6.02(c)(v) to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) the definition of “Independent Director” in Section 6.02(a), (3) the requirement that at least three directors be Independent Directors, (4) Sections 6.01(a)—(g) or 6.02 (c)(v) or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee Conflicts Committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant subject to the requirements of Section 303A.07 7.9 of each of the NYSE Listed Company ManualEPE Agreement and the EPD Agreement and, including when acting (or refraining from acting) in accordance with those requirements, any amendmentsaction (or inaction) taken (or omitted) by the Directors constituting the Audit and Conflicts Committee shall be permitted and deemed approved by all Members, replacements and shall not constitute a breach of this Agreement, of the EPE Agreement, of the EPD Agreement, of any agreement contemplated herein or successors theretotherein, or of any duty stated or implied by law or equity.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit Committee or the Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings and report the same Audit Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain a “Conflicts Committee,” which shall be composed of at least one Independent Director. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, DCP GP or the MLP considered by, or submitted to, such Conflicts Committee at the request of the Board of Directors pursuant to the terms of the DCP GP Agreement or the MLP Partnership Agreement, (B) approving any material amendments to the Omnibus Agreement, (C) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Conflicts Committee to make such determination, (D) amending (1) Section 2.07, (2) the definitions of “Independent Director” in Section 6.02(a) or (3) this Section 6.02(e)(ii), and (E) performing such other functions as the Board may assign from time to time or as may be specified in a written charter of the Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 6.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Upon consideration , the Directors constituting the Conflicts Committee shall consider only the interest of the criteria contained in MLP, including its respective creditors. (iii) In addition to any other committees established by the Board of Directors pursuant to Section 10A(m)(36.02(e)(i), the Board of Directors shall maintain an “Audit Committee,” which shall be composed of (i) and Rule 10A-3(b)(1) at least one Independent Director at the time of the Exchange Act, and Section 303A closing of the NYSE Listed Company ManualIPO, in each case including any amendments, replacements or successors thereto, each Director that is a member (ii) at least two Independent Directors at all times from and after the 90th day following the effective date of such committee the registration statement related to the IPO and (iii) at least three Independent Directors at all times from and after the first anniversary of the effective date of the registration statement related to the IPO. The Audit Committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to responsible for (A) assisting the requirements of Section 303A.07 Board in monitoring (1) the integrity of the NYSE Listed Company ManualMLP’s financial statements, including any amendments(2) the qualifications and independence of the MLP’s independent accountants, replacements or successors thereto.(3) the performance the internal audit function and independent accountants of the Company, DCP GP and the MLP, and

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an "AUDIT AND CONFLICTS COMMITTEE," which shall be composed of at least three Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP's, the OLP's and the Company's financial statements, (2) the qualifications and independence of the MLP's, the OLP's and the Company's independent accountants, (3) the performance of the MLP's, the OLP's and the Company's internal audit function and independent accountants, and (4) the MLP's, the OLP's and the Company's compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP's and OLP's annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement dated as of January 1, 2004, between the Company, the MLP, the OLP and Enterprise Products Company and others, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, and (F) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained in Section 10A(m)(3) Audit and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoConflicts Committee.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority Directors of the Board of Directors. A majority of all Corporation; provided that the members of any such committee present in person or represented by proxy shall constitute a quorum for comply with the transaction independence requirements of business by the such committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, in accordance with the published listing requirements of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise providenational securities exchange on which the Class A Common Stock is listed. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but, without the unanimous approval of all members of the Board of Directors, no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and unless such resolution, these Bylaws, or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in this Article III. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee; provided that the Board shall not have the power to dissolve any committee required by the published listing requirements of the national securities exchange on which the Class A Common Stock is listed. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board of Directors. Each committee Committee shall keep regular minutes of its meetings and and, on no less than a quarterly basis, report the same such minutes to the Board of Directors when requiredDirectors. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority directors of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall keep regular minutes have and may exercise all the powers and authority of its meetings and report the same to the Board of Directors when required. (b) The Board in the management of Directors shall have an Audit Committeethe business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee shall have and exercise such power and authority Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors shall specify from time designating the committee, a committee may create one or more subcommittees, each subcommittee to time. Upon consideration consist of one or more members of the criteria contained in Section 10A(m)(3) committee, and Rule 10A-3(b)(1) delegate to a subcommittee any or all of the Exchange Actpowers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the directors then serving on a committee or subcommittee shall constitute a quorum for the transaction of business, and Section 303A the vote of a majority of the NYSE Listed Company Manualmembers of the committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee. Special meetings of any committee of the Board of Directors may be held at any time or place, in each case including any amendmentsif any, replacements within or successors thereto, each Director that is a member without the State of Delaware whenever called by the Chairperson of such committee shall be an Independent Director. Each Director that is or a member majority of the members of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocommittee.

Committees. (a) Except as expressly set forth in this Subject to the terms and conditions of the Stockholders Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority directors of the Board Corporation. Each member of Directors. A majority of all a committee must meet the members of any such committee present in person or represented by proxy shall constitute a quorum requirements for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and placemembership, if any, of its meetings imposed by applicable law and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members rules and regulations of any such committee at any time, to fill vacancies and to discharge any such committee, either with securities exchange or without cause, at any timequotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority to (i) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend, or repeal any of these Bylaws. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board . Notwithstanding anything to the contrary contained in this Article III, the resolution of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration establishing any committee of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) Board of Directors and/or the Exchange Act, and Section 303A charter of any such committee may establish requirements or procedures relating to the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretocontrolling.

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the Board of Directors then total number of members in office, designate such Committees as it may deem appropriate (and may discontinue the same at any time by resolution or resolutions passed by a majority of the Board of Directors, designate one or more committeesDirectors then in office), each committee Committee to consist of one or more of the Directorsdirectors of the Corporation; provided, whichhowever, to that the extent provided Corporation shall maintain such Committees as are required by and in such resolution or resolutions, shall have compliance with the rules and may exercise, subject to applicable law regulations of the Securities and this AgreementExchange Commission, the powers stock exchange on which the Corporation’s common stock is then listed and authority applicable law. The members of any Committee shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors directors as alternate members of any committeeCommittee, who may replace any absent or disqualified member at any meeting of the committeeCommittee, by resolution or resolutions passed by a majority of the Board of Directors then in office. No Committee shall have the power to: (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; (ii) change the number of directors constituting the Board of Directors; (iii) fill any vacancy on the Board of Directors or any Committee; or (iv) adopt, amend or repeal these Bylaws. Regular meetings of any Committee shall be held at such time and place as the Committee may determine, and special meetings may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chairman of the Committee or any other member of the Committee. Notice of each meeting of a Committee shall be given (or waived) in the same manner as notice for a Board of Directors’ meeting may be given (or waived), and a majority of the members of the entire Committee shall constitute a quorum for the transaction of business. The act of a majority of the members of the entire Committee present at any meeting at which there is a quorum shall be the act of the Committee unless a greater number is required by law or by the Certificate of Incorporation. In the absence or of disqualification of a any member of any such Committee or Committees, but not in the case of a committeevacancy therein, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors Directors, who is not an officer of the Corporation or any of its subsidiaries and who otherwise is qualified to serve on such Committee, to act at the meeting for all purposes in the place of any such absent or disqualified Committee member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (a) Except as expressly set forth in this Agreement, the 6.6.1 The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. ; provided, that the ▇▇▇▇▇▇▇ Director, any officer or employee of the Company serving as a Director, the EIK Manager or any of their respective Affiliates may be excluded from the portion of any meeting of any such committee and shall not be entitled to receive any materials or minutes of such meeting, in each case, to the extent (a) such meeting, materials or minutes relate Doc#: US1:15482657v3 to the compensation of such Person, or (b) required to avoid any conflict of interest or to maintain the privileged status of such discussion or materials. 6.6.2 The Board may form an advisory committee (the “Advisory Committee”) comprising of Directors shall have an Audit Committee. Such committee shall have such Persons (including industry experts and exercise other third party professionals) and having such power and authority responsibilities as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manualdetermines, in each case including any amendmentscase, replacements or successors theretoin consultation with ▇▇▇▇▇▇▇, each Director that so long as he is a member the Chairman of such committee the Board. The role of the Advisory Committee shall be an Independent Directorto provide the Board, the Company and the Company’s senior officers with independent guidance and strategic advice in order to further enhance the value of the Business. Each Director that In connection with forming the Advisory Committee, the Board shall have the authority to determine, in consultation with ▇▇▇▇▇▇▇ so long as he is a member the Chairman of such committee shall the Board, the compensation of the members of the Advisory Committee to be “financially literate” pursuant paid in consideration for services rendered to the requirements Company (including the issuance of Section 303A.07 Equity Securities or the creation of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoadditional incentive compensation plans).

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; but no such committee shall keep regular minutes have power or authority in reference to amending the Certificate, adopting an agreement of its meetings and report the same merger or consolidation, recommending to the Board Members the sale, lease or exchange of Directors when required.all or substantially all of the Company's property and assets, recommending to the Members a dissolution of the Company or a revocation of dissolution, or removing or indemnifying Directors; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of Shares of Common Stock. 9 <PAGE> 10 (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as Unless the Board otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of Directors shall specify from time its business. In the absence of a provision by the Board or a provision in the rules of such committee to time. Upon consideration the contrary, a majority of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) entire authorized number of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member members of such committee shall be an Independent Director. Each Director that is constitute a member quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall be “financially literate” conduct its business in the same manner as the Board conducts its business pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.this Article V.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an "AUDIT AND CONFLICTS COMMITTEE," which shall be composed of at least three Special Independent Directors. During the period that El Paso GP Holdco (including, for this purpose, Permitted Transferees admitted as Substitute Members pursuant to Section 9.02(a)) maintains the Required Economic Interest, the Board shall appoint, as members of the Audit and Conflicts Committee, the lesser of two El Paso GP Holdco Special Independent Directors or the number of Directors that El Paso GP Holdco has the right to appoint pursuant to Section 6.02(a). The Board shall appoint two Enterprise Special Independent Directors as the other members of the Audit and Conflicts Committee. When El Paso GP Holdco (including, for this purpose, Permitted Transferees admitted as Substitute Members pursuant to Section 9.02(a)) ceases to maintain the Required Economic Interest, all of the members of the Audit and Conflicts Committee shall be Enterprise Special Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP's, the OLP's and the Company's financial statements, (2) the qualifications and independence of the MLP's, the OLP's and the Company's independent accountants, (3) the performance of the MLP's, the OLP's and the Company's internal audit function and independent accountants, and (4) the MLP's, the OLP's and the Company's compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP's and OLP's annual report on Form 10-K, (D) approving any proposed increases in the administrative services fee payable under the EPCO Agreement, (E) approving or disapproving, as the case may be, entering into any transaction with any Affiliate of a Member, other than any transaction in the ordinary course of business, and (F) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained in Section 10A(m)(3) Audit and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoConflicts Committee.

Committees. (ai) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by a majority may from time to time establish committees to exercise such of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A majority Any committee designated pursuant to this Section 6.2(f) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(e), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committee. Audit Committee, Compensation Committee or the Conflicts Committee must meet the standards for an Independent Director. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present or represented addition to any other committees established by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors pursuant to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as Section 6.2(f)(i), the Board of Directors shall specify maintain an “Audit Committee,” “Compensation Committee” and a “Conflicts Committee” to meet the Company’s obligations as the general partner of the MLP pursuant to the terms of the MLP Agreement. The Audit Committee and the Compensation Committee shall each be composed of at least three (3) Independent Directors, and the Conflicts Committee shall be composed of three (3) Directors, at least two (2) of which shall be Independent Directors. Any Independent Director may serve on any or all of the Audit Committee, the Compensation Committee and the Conflicts Committee. (A) The Conflicts Committee shall be responsible for (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Conflicts Committee pursuant to the terms of the MLP Agreement, (2) approving or disapproving, as the case may be, the entering into of any material transaction between the Company and a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (3) approving any of the following actions: (I) make or consent to a general assignment for the benefit of the creditors of the MLP; (II) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the MLP, or otherwise seek, with respect to the MLP, relief from debts or protection from creditors generally; (III) file or consent to the filing of a petition or answer seeking for the MLP a liquidation, dissolution, arrangement, or similar relief under any law; (IV) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP in a proceeding of the type described in any of clauses (I)-(III) of this Section 6.2(f)(ii)(A); (V) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the MLP or for all or any substantial portion of such entity’s properties; (VI) sell all or substantially all of the assets of the MLP; (VII) dissolve or liquidate the MLP, other than in accordance with Article XII of the MLP Agreement; and (VIII) merge or consolidate the MLP; (4) amending (I) Section 2.9, (II) the definition of “Independent Director” in Section 6.2(b), (III) the requirement that at least two (2) of the directors of the Conflicts Committee be Independent Directors, or (IV) this Section 6.2(f)(ii)(A); and (5) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.2(f)(ii)(A), to the fullest extent permitted by Law, including Section 18-1101(c) of the Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Conflicts Committee shall consider only the interest of the Company or the MLP, as applicable, including their respective creditors. (B) The Audit Committee shall be responsible for: (1) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and the MLP required to be considered by, or submitted to, the Audit Committee pursuant to the terms of the MLP Agreement and the requirements of the NASDAQ, Section 10A(m) of the Securities Exchange Act, the rules and Section 303A regulations of the NYSE Listed SEC, other Applicable Law and the charter of the Audit Committee; (2) assisting the Board in monitoring (I) the integrity of the MLP’s financial statements, (II) the qualifications and independence of the MLP’s independent accountants, (III) retaining the MLP and Company Manualindependent accountants and other financial advisors as it may deem necessary from time to time, (IV) the performance of the MLP’s and Company's internal audit functions and the independent accountants, and (V) the MLP’s and Company's compliance with legal and regulatory requirements; and (3) performing such other functions as the Board may assign from time to time, or as may be specified in each case including any amendments, replacements or successors thereto, each Director that is a member written charter of such committee the Audit Committee. (C) The Compensation Committee shall be an Independent Director. Each Director that is a member responsible for: (1) reviewing and approving goals and objectives underlying the compensation of such committee shall be the Chief Executive Officer (“financially literate” pursuant CEO”), evaluating the CEO’s performance in accordance with those goals and objectives, and determining and approving the CEO’s compensation; (2) recommending to the requirements Board the compensation of Section 303A.07 executive officers other than the CEO, subject to Board approval; (3) administering any incentive compensation and equity-based plans, subject to Board approval; (4) preparing the compensation report required by the rules and regulations of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoSEC; and (5) performing such other functions as may be specified in a written charter for the Compensation Committee.

Committees. (a) Except The Board may establish committees of the Board and may delegate certain of its responsibilities to such committees. (b) At such time as expressly set forth the Board determines appropriate, but in this Agreementno event later than the date of the Partnership's initial public offering, the Board shall establish an audit committee comprised of Directors maythree Directors, by resolution or resolutions passed by all of whom shall be Independent Directors. Such audit committee shall establish a majority written audit committee charter in accordance with the rules of the then total number of members securities exchange upon which the Partnership's securities are listed, if applicable. (c) The Board shall have a Conflicts Committee. At the request of the Board Board, the Conflicts Committee may review, and approve or disapprove, transactions in which a potential conflict of Directorsinterest exists or arises between the Company or any of its Affiliates, designate on the one hand, and the Partnership, any Group Member, any Partner or more committeesAssignee (as defined in the Partnership Agreement), each committee to consist of one or more on the other hand, all in accordance with the applicable provisions of the Directors, which, Partnership Agreement. Any matter approved by the Conflicts Committee in the manner provided for in the Partnership Agreement shall be conclusively deemed to be fair and reasonable to the extent provided in such resolution Partnership, and not a breach by the Company of any fiduciary or resolutions, shall have and may exercise, subject other duties owed to applicable law and this Agreement, the powers and authority of Partnership by the Board of Directors. Company. (d) A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 9.05. The Board of Directors shall have the power at any time to fill vacancies in, or to change the members of membership of, any committee, or to dissolve any such committee at any time, other than the Conflicts Committee. Nothing herein shall be deemed to fill vacancies and to discharge any such committee, either with or without cause, at any time. The prevent the Board of Directors may designate from appointing one or more Directors as alternate members committees consisting in whole or in part of any committeepersons who are not Directors; provided, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committeehowever, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not that no such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and or may exercise such power and any authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors theretoBoard.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.2(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.2(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction adoption by it of business by any resolution (except for obtaining Special Approval at meetings of the committee. A Audit and Conflicts Committee, which requires the affirmative vote of a majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time). The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for an Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for an Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.2(e)(i), the Board of Directors shall specify maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Independent Directors. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company and ETE required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the ETE Agreement, (B) assisting the Board in monitoring (1) the integrity of ETE’s and the Company’s financial statements, (2) the qualifications and independence of ETE’s and the Company’s independent accountants, (3) the performance of ETE’s and the Company’s internal audit function and independent accountants, and (4) ETE’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in ETE’s annual report on Form 10-K, (D) approving any material amendments to the Shared Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any material transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business to the extent that the Board of Directors requests the Audit and Conflicts Committee to make such determination, (F) approving any of the actions described in Section 6.1(a) — (g) and Section (c)(v) to be taken on behalf of the Company or ETE, (G) amending (1) Section 2.9, (2) the definition of “Independent Director” in Section 6.2(a), (3) the requirement that at least three of the directors be Independent Directors, (4) Sections 6.1(a) — (g) or 6.2 (c)(v) or (5) this Section 6.2(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in a written charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.2(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A Conflicts Committee shall consider only the interest of the NYSE Listed Company Manualor ETE, in each case as applicable, including their respective creditors. (iii) In addition to any amendments, replacements or successors thereto, each Director that is a member other committees established by the Board of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” Directors pursuant to Section 6.2(e)(i), the requirements Board of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.Directors shall maintain a

Committees. (a) Except as expressly set forth in this Agreement, the The Board of Directors may, by resolution or resolutions passed by of a majority of the then total number of members of the whole Board of Directors, designate one or more committees, each committee to consist of one two or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority Directors of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeCompany. The Board of Directors may designate one two or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee Any such committee, to the extent provided in the resolution of the Board of Directors, shall keep regular minutes have and may exercise all the powers and authority of its meetings and report the same to the Board of Directors when requiredin the management of the business and affairs of the Company, but no such committee shall have power or authority in reference to any matter described in SECTIONs 4.01, 5.09 or Article 9 that requires the action or approval of the Board of Directors. (b) The Unless the Board of Directors shall have an Audit Committeeotherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. Such In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall have constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and exercise such power and authority in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to SECTION 5.02. (c) Notwithstanding anything to the contrary contained in this SECTION 5.04, the Board of Directors shall specify establish an audit committee (the "Audit Committee") which satisfies the requirements of the principal National Securities Exchange on which the Listed Shares are listed or admitted to trading from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

Committees. (ai) Except as expressly set forth in Subject to compliance with this AgreementArticle 6, committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee must meet the standards for a Special Independent Director. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee must meet the same standards for a Special Independent Director. (ii) In addition to any other committees established by the Board of Directors when required. (b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as pursuant to Section 6.02(e)(i), the Board of Directors shall specify maintain an “Audit and Conflicts Committee,” which shall be composed of at least three Special Independent Directors, not less than two of whom shall also meet the S&P Criteria. The Audit and Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, the MLP and the OLP required to be considered by, or submitted to, such Audit and Conflicts Committee pursuant to the terms of the MLP Agreement and the Amended and Restated Agreement of Limited Partnership of the OLP, (B) assisting the Board in monitoring (1) the integrity of the MLP’s, the OLP’s and the Company’s financial statements, (2) the qualifications and independence of the MLP’s, the OLP’s and the Company’s independent accountants, (3) the performance of the MLP’s, the OLP’s and the Company’s internal audit function and independent accountants, and (4) the MLP’s, the OLP’s and the Company’s compliance with legal and regulatory requirements, (C) preparing the report required by the rules of the SEC to be included in the MLP’s and OLP’s annual report on Form 10-K, (D) approving any material amendments to the Administrative Services Agreement, (E) approving or disapproving, as the case may be, the entering into of any transaction with a Member or any Affiliate of a Member, other than transactions in the ordinary course of business, (F) approving any of the actions described in Section 6.02(c)(iv) to be taken on behalf of the Company or the MLP, (G) amending (1) Section 2.07, (2) Section 6.01(b)(i), (ii), (iii), (v), (vi), (viii)-(xv), or (xvi)(A), (3) the definitions of “Independent Director” or “Special Independent Director” in Section 6.02(a), or the definition of “S&P Criteria” in Attachment I, (4) the requirement that at least three directors be Independent Directors, (5) the requirement that at least two members of the Audit and Conflicts Committee meet the S&P Criteria or (6) this Section 6.02(e)(ii), and (H) performing such other functions as the Board may assign from time to time. Upon consideration , or as may be specified in the charter of the criteria contained Audit and Conflicts Committee. In acting or otherwise voting on the matters referred to in this Section 10A(m)(3) and Rule 10A-3(b)(16.02(e)(ii), to the fullest extent permitted by law, including Section 18-1101(c) of the Exchange Act and Section 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, the Directors constituting the Audit and Section 303A Conflicts Committee shall consider only the interest of the NYSE Listed Company Manualor the MLP, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manualas applicable, including any amendments, replacements or successors theretoits respective creditors.

Committees. (ai) Except as expressly set forth in this Agreement, The Board of Directors may appoint one or more committees of the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one two or more of the Directors, which, to the extent provided in such resolution or resolutions, which committee(s) shall have and may exercise, subject to applicable law and this Agreement, exercise such of the powers and authority of the Board of Directors with respect to the management of the business and affairs of the Company as may be provided in a resolution of the Board of Directors. A Any committee designated pursuant to this Section 6.02(e) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 6.02(d), shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members of any such committee present in person or represented by proxy thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the transaction of business adoption by the committee. A majority of all the members it of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any timeresolution. The Board of Directors may designate one or more Directors as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of such committee; provided, however, that any such designated alternate of the committeeAudit and Conflicts Committee may not be a member, officer, or employee of the Company or a member, officer, director, or employee of any Affiliate of the Company. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such the absent or disqualified member. Each committee shall keep regular minutes ; provided, however, that any such replacement member of its meetings the Audit and report Conflicts Committee may not be a member, officer, or employee of the same to Company or a member, officer, director, or employee of any Affiliate of the Board of Directors when requiredCompany. (bii) In addition to any other committees established by the Company pursuant to Section 6.02(e)(i), the Company shall establish an "Audit and Conflicts Committee," which shall be composed entirely of two or more directors who are neither members, officers, nor employees of the Company nor members, officers, directors, or employees of any Affiliate of the Company. The Board of Directors Audit and Conflicts Committee shall have an Audit Committee. Such committee shall have and exercise such power and authority be responsible for approving or disapproving, as the Board of Directors shall specify from time to time. Upon consideration case may be, any matters regarding the business and affairs of the criteria contained in Section 10A(m)(3) MLP and Rule 10A-3(b)(1) of the Exchange ActOLP required to be considered by, or submitted to, such Audit and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” Conflicts Committee pursuant to the requirements of Section 303A.07 terms of the NYSE Listed Company ManualAmended and Restated Agreement of Limited Partnership of the MLP and the Amended and Restated Agreement of Limited Partnership of the OLP, including the review of the external financial reporting of the MLP, the recommendation of independent public accountants to be engaged by the MLP, the review of the MLP's procedures for internal auditing and the adequacy of its internal accounting controls and the approval of any amendments, replacements or successors theretoproposed increases in the administrative services fee payable under the EPCO Agreement.