“Phantom Stock Units” means an award under the Long-term Incentive Plan to a Participant of a number of hypothetical share units with respect to shares of Common Stock. See, for example, the definitions of “Career Share Unit,” above, and “Restricted Stock Unit,” below.

Crestwood Midstream shall implement career development policies or programs and compensation plans for the Key Employees, consult with the Board or applicable Committee with respect thereto, and not alter, amend, delay or change any such career development plan or compensation plan without the prior written consent of Newco.

Shares. The definition of Shares in the Agreement is hereby amended by changing the reference of “the Corporation” in such definition to “Holding.”

The Company has all requisite corporate right, power and authority to issue, sell, and deliver the Shares as contemplated by this Agreement; and upon such issuance, sale and delivery, and payment of the Purchase Price therefor as contemplated by this Agreement, the Purchaser will receive good and valid title to the Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind and such Shares will be fully paid and non-assessable, except as may be otherwise provided by Section 630 of the New York Business Corporation Law.

Shares. Prior to the beginning of each calendar year, a Monthly Deferral Participant may elect to have all or a percentage of the Deferred Amount for the following calendar year credited in Shares and allocated to the Participant's Share Account pursuant to [subsection 7.2] hereof.

Shares. Subject to adjustment as provided in Section 4.2, the number of Shares which may be issued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan may be either authorized but unissued Shares or Shares held in the Company’s treasury. To the extent that any Award involving the issuance of Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or is otherwise terminated without an issuance of Shares being made thereunder, the Shares covered thereby will no longer be counted against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or portions of Awards that are settled in cash and not in Shares shall not be counted against the foregoing maximum Share limitations. The number of Shares subject to Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per year (subject to adjustment as provided in Section 4.2). The number of Shares subject to Stock Options and Stock Appreciation Rights granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per fiscal year (subject to adjustment as provided in Section 4.2). These per-Participant limits shall be construed and applied consistently with Code Section 162(m) and the regulations thereunder.

Settlement: Each Career Share entitles the grantee to one share of BD common stock upon vesting:

Your performance share payment will be deferred if you have made a valid deferral election or if you are subject to an unsatisfied Minimum Stock Ownership Requirement pursuant to the American Electric Power System Stock Ownership Requirement Plan. If you have an unsatisfied Minimum Stock Ownership Requirement, your vested performance shares will be mandatorily deferred into AEP Career Shares to the extent needed to satisfy your applicable requirement. The remainder will be paid to you in shares of AEP Common Stock (less applicable taxes), with any fractional shares being paid in cash or additional income tax withholding at AEP’s option.

The terms “GE executive career band,” “GE senior executive career band”, “GE officer”, “Executive Director”, “Senior Executive Director”, “Vice President”, “Group Vice President”, and “Senior Vice President” refer to those classifications as determined for purposes of this Part II by the General Electric Company in its sole discretion, and not any Affiliate. Consistent with the foregoing, an Employee must be so determined to be an officer of the General Electric Company and not an Affiliate to be eligible for the accrual rate described in paragraph (a)(3).

Upon a Participant’s Termination for any reason, the Company shall cause the amount credited to the Participant’s Career Share Account the Participant to be paid in accordance with the following rules: