Adopted by the Board of Supervisors on April 25, 2007

Incentive Compensation Recoupment Policy

A. General Policy

In the event of a significant restatement of the published financial statements of the Partnership for any fiscal year commencing with the Partnership's 2007 fiscal year, the Compensation Committee of the Board of Supervisors (the "Committee") will review all incentive compensation paid to executives of the Partnership on the basis of having met or exceeded preestablished Partnership performance targets or goals for performance periods with respect to the Partnership's Annual Incentive Plan or any successor programs or plans or other cash-based or equity-based incentive compensation plans, in which the benefit amounts depend upon Partnership financial results, approved by the Board of Supervisors (collectively, "Incentive Compensation").

If such Incentive Compensation would have been lower had it been calculated based on the restated financial results, the Committee, to the extent permitted by applicable law, shall have the sole and absolute discretion and authority to seek reimbursement of the amount, or some lesser portion thereof, without interest, by which the executives' Incentive Compensation exceeded the lower payment that would have been made based on the restated financial results, regardless of the fault, misconduct or responsibility of any such executive in the restatement. If at the time of the Committee's decision to seek such reimbursement, an executive is still employed by the Partnership and it is determined that Section B of this policy does not apply to that executive, then, to the extent possible, such reimbursement will be structured as a deduction against future payments to be made by the Partnership to that executive in a manner so as to avoid undue financial hardship on that executive.

If such Incentive Compensation would have been higher had it been calculated based on the restated financial results, the Committee, to the extent permitted by applicable law, shall have the sole and absolute discretion and authority to provide reimbursement to one or more of the executives of the amount, or some lesser portion thereof, by which the executives' Incentive Compensation that would have been paid based on the restated financial results exceeded the lower payment actually made to the executives.

For purposes of this policy, (i) the term "significant restatement" means a restatement triggered by a material accounting error (as determined by the Committee in its sole discretion) in the Partnership's previously issued financial statements required under the securities laws, and (ii) the term "executives" shall mean employees of the Partnership with a level of managing director/general manager/regional distribution manager or higher.

B. Fraud or Intentional Misconduct

In addition to Section A of this policy, if the Committee determines that any fraud or intentional misconduct by an executive was a contributing factor to the Partnership having to make a significant restatement, then the Committee, to the extent permitted by applicable law, shall have the sole and absolute discretion and authority to take, or direct management of the Partnership to take, any and all of the following actions with respect to that executive: (a) disciplinary action by the Partnership against such executive, up to, and including, termination, (b) requiring reimbursement of all, or any part, of the compensation paid to that executive in excess of that executive's base salary, plus interest, including, without limitation, cancellation of any unvested restricted units granted under the Partnership's restricted unit plan(s), and (c) taking such action with respect to regulatory authorities as it shall deem appropriate.