| Compensation Committee Charter|
Energy Transfer Partners, L.P. 1
Energy Transfer Partners, L.L.C. (the "Company"), as the general partner of Energy Transfer Partners GP, L.P., the general partner of Energy Transfer Partners, L.P. (the "Partnership"), is responsible for the management of the Partnership. The Compensation Committee ("Committee") is appointed by the Board of Directors of the Company ("Board") to discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers. The Committee has overall responsibility for evaluating and recommending to the Board the director and executive officer compensation plans, policies and programs of the Company.
Membership and Qualification
The Committee shall consist of not less than two members, all of whom must meet the independence criteria set forth in the Partnership’s Corporate Governance Guidelines except for the criteria related to prior employment with, or direct compensation from, the Partnership or its affiliates. The Committee members shall be elected annually by the Board for terms of one year, or until their successors shall be duly elected and qualified. Committee members may be removed by the Board in its discretion. Unless a Committee Chairman is elected by the full Board, the Committee members may designate a Chairman. Each member of the Committee also shall satisfy all requirements necessary from time to time to be "non-employee directors" under Rule 16b-3 of the rules and regulations of the Securities and Exchange Commission (the "SEC"), as amended from time to time.
Meetings and Other Actions
The Committee will meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee, the Chairman of the Board, or the Chief Executive Officer2 ("CEO") of the Company.
Unless otherwise authorized by the Board, the Committee shall not delegate any of its authority to any subcommittee.
The Committee will make regular reports to the Board with respect to the discharge of its functions under this Charter. Reports of meetings of and actions taken at meetings or by consent by the Committee since the most recent Board meeting (except to the extent covered in an interim report circulated to the Board) shall be made by the Committee Chairman, or his or her delegate to the Board, at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board. In addition, the Committee Chairman, or his or her delegate, shall be available to answer any questions the other directors may have regarding the matters considered and actions taken by the Committee.
Duties, Responsibilities and Authority
1 Energy Transfer Partners, L.P. is a limited partnership. It is managed by Energy Transfer Partners, L.L.C. (the "Company"), as its general partner. The Partnership has no board of directors, but under its partnership agreement, "Board of Directors" is defined to mean the Board of the Company. References herein are to the Compensation Committee of the Board of Directors of the Company, which functions as the Compensation Committee of the Partnership.
2 If there is no Chief Executive Officer, any references to Chief Executive Officer shall include the President or any such other person performing the functions of the chief executive officer.
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