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                                                                   EXHIBIT 10.29


                      EMPLOYMENT AND NON-COMPETE AGREEMENT

         THIS EMPLOYMENT AND NONCOMPETE AGREEMENT (the "Agreement") is entered
into this ____ day of __________, 1999, by and between TEXAS EASTERN PRODUCTS
PIPELINE COMPANY, ("TEPPCO") a Delaware corporation with its principal executive
offices in Houston, Texas and _________________ ("Executive").

         WHEREAS, TEPPCO desires to employ Executive to serve as
the _______________ of TEPPCO Crude Oil, LLC ("TCO"), a subsidiary of TEPPCO
Partners, L.P., ("Partnership") of which TEPPCO is the sole general partner, and
Executive desires to accept that position and serve in such capacity; and,

         WHEREAS, the parties desire that this Agreement set forth the terms and
conditions of Executive's employment by TEPPCO and that it represents the entire
agreement of the parties with respect to that subject;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         1. Employment. TEPPCO hereby employs Executive, and Executive hereby
accepts such employment, upon the terms and conditions set forth herein.

         2. Position and Duties.

                  (a)      Duties. Executive is employed by TEPPCO to serve as
                           the ______________________ of TCO.
                           As __________________ of TCO, Executive shall perform
                           such duties as the _______________________ of



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                           TEPPCO ("CEO") may prescribe. Executive shall report
                           directly to the CEO.

                  (b)      Engaging in Other Employment. While employed by
                           TEPPCO, Executive shall devote full time and
                           attention to TCO and shall not be employed by any
                           other person or entity. Executive may reasonably
                           participate as a member in community, civic or
                           similar organizations and may pursue personal
                           investments that do not interfere with the normal
                           business activities of Partnership or TCO.

                  (c)      Loyal and Conscientious Performance. Executive shall
                           act at all times in compliance with the policies,
                           rules and decisions adopted from time-to-time by
                           TEPPCO and/or TCO and perform all duties and
                           obligations required of him by this Agreement in a
                           loyal and conscientious manner.

         3. Term of Employment. The term of employment pursuant to this
Agreement shall commence as of January 1, 1999 and shall continue until
terminated as hereinafter provided.

         4. Base Compensation. Executive's base annual salary is $_________.
This base compensation will be payable in equal installments as specified by the
policies of TEPPCO and subject to applicable state and federal income tax and
social security tax withholding requirements. Executive's base annual salary may
be increased by the Compensation Committee of the Board of Directors of TEPPCO,
who shall review Executive's salary and total compensation periodically.

         5. Bonus. Executive shall be eligible to participate in the annual
bonus program for employees of TEPPCO primarily engaged in performing services
for TCO. Such bonus shall be



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determined under the terms of the Crude Oil Bonus Plan ("COBP") which shall be
approved by the Compensation Committee of TEPPCO's Board of Directors each year.

         6. Phantom Unit Grants. TEPPCO shall grant Executive _______ phantom
units which units shall vest in equal shares of _______ units each over a period
of four (4) years on such terms and conditions as set forth in the specific
grant award agreement between the parties. Rights to any unvested units upon
termination of Executive's employment with TEPPCO shall be exclusively
determined pursuant to the specific grant award agreement.

         7. Employee Benefits. Executive shall participate in all benefit plans
that are available to officers of TEPPCO who are primarily engaged in performing
services for TCO. The availability and terms of such employee benefits are set
by the Compensation Committee of the Board of Directors of TEPPCO and are
subject to change from time-to-time. There is no assurance that the employee
benefits will not be changed or eliminated. For purposes of determining
Executive's vacation benefits, Executive shall be credited with all continuous
service with any Duke Energy Corporation subsidiary or affiliate. Executive
shall also be eligible to participate in the Duke Energy Executive Cash Balance
and Executive Savings Plans if such plans are made available to the officers of
TEPPCO.

         8. Noncompetition by Executive.

                  (a)      Executive agrees that during his employment by TEPPCO
                           and for a period of one (1) year after his
                           termination of employment for any reason without
                           TEPPCO's prior written consent he will not, directly
                           or indirectly, either as principal, agent, manager,
                           employee, partner, shareholder, director, officer,
                           consultant or otherwise, (i) become engaged or
                           involved in any business (other than as a less than
                           5% equity owner of any corporation



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                           traded on any national, international or regional
                           stock exchange or over-the-counter market), that
                           competes with TCO or any person or entity that
                           controls, is controlled by or is under common control
                           with TCO (collectively, the "Company Affiliates") in
                           the mid-stream business of transportation,
                           distribution, gathering, or sale of crude oil and/or
                           natural gas liquids; or (ii) induce or attempt to
                           induce any customer, supplier, or employee of TEPPCO,
                           TCO or any Company Affiliates to reduce, terminate,
                           restrict, or otherwise alter its business
                           relationship with TEPPCO, TCO or any Company
                           Affiliates. If any provision or part of this Section
                           8 is held to be unenforceable because of the duration
                           of such provision or the area covered thereby, the
                           parties hereto agree to modify such provision, or
                           that the court making such determination shall have
                           the power to modify such provision, to reduce the
                           duration or area of such provision or both, or to
                           delete specific words or phrases herefrom
                           ("blue-penciling"), and in its reduced or
                           blue-penciled form, such provision shall then be
                           enforceable and shall be enforced. If Executive
                           violates any of the restrictive covenants set forth
                           in this Section 8, then the time limitation otherwise
                           applicable shall be extended for a period of time
                           equal to the period of time during which such breach
                           or breaches occurred. The Parties intend the above
                           restrictions on competition to be completely
                           severable and independent, and any invalidity or
                           unenforceability of any one or more of such
                           restrictions shall not render invalid or
                           unenforceable any one or more of the other
                           restrictions. Notwithstanding the above, this



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                           restrictive covenant is not intended to restrict the
                           ability of Executive to compete with any TEPPCO or
                           Partnership subsidiary or affiliate with which he had
                           no connection or involvement during his employment by
                           TEPPCO.

                  (b)      The provisions of Section 8(a) shall be limited in
                           scope and effective only within the States of
                           Oklahoma, Colorado, Texas and Louisiana. The parties
                           intend these geographic areas to be completely
                           severable and independent, and any invalidity or
                           unenforceability of this Agreement with respect to
                           any one area shall not render this Agreement
                           unenforceable as applied to any one or more of the
                           other areas.

                  (c)      Executive acknowledges that TEPPCO may have no
                           adequate means to protect its rights under this
                           Section 8 other than by securing an injunction (a
                           court order prohibiting Executive from violating this
                           Agreement). Executive agrees that TEPPCO may enforce
                           this Agreement by obtaining a preliminary injunction
                           and any other appropriate equitable relief in any
                           court of competent jurisdiction. Executive
                           acknowledges that the recovery of damages will not be
                           an adequate means to redress a breach of this
                           Agreement, but nothing in this Section 8 shall
                           prohibit TEPPCO from pursuing any remedies in
                           addition to injunctive relief, including recovery of
                           damages.

                  (d)      Executive acknowledges and agrees that TEPPCO would
                           not agree to hire Executive without the covenants
                           made by Executive in this Section 8, and that the
                           compensation and benefits provided in this Agreement
                           constitute



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                           adequate and sufficient consideration for the
                           covenants made by Executive in this Section 8 and in
                           the remainder of this Agreement.

                  (e)      Except as otherwise expressly provided herein,
                           Executive's obligations under this Section 8 shall
                           survive any termination of his employment.

         9. Confidentiality. Executive shall not, at any time, use (other than
in the ordinary course of fulfilling his duties as an employee of TEPPCO),
divulge or otherwise disclose, either directly or indirectly, any confidential
or proprietary information (including without limitation any customer or
prospect list, supplier list, acquisition or merger targets, business plans or
strategies, data, records, or financial information) concerning the business,
policies or operations of TEPPCO, Partnership, TCO or Company Affiliates, which
Executive may have learned on or prior to the date hereof or during the term of
Executive's employment by TEPPCO (as employee, consultant, shareholder, officer,
controlling person, agent or otherwise) and which information is not generally
known to the public. Executive's obligations under this Section 9 shall survive
any termination of his employment.

         10. Termination.

                  (a)      Notwithstanding anything to the contrary contained
                           herein, Executive may terminate his employment at any
                           time by resigning, and Executive's employment may be
                           terminated by TEPPCO as follows:

                           (i)      due to the death of Executive;

                           (ii)     due to a disability which prevents Executive
                                    from performing the essential functions of
                                    his full duties for a period of ninety (90)
                                    consecutive business days;



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                           (iii)    for cause, which shall mean (w) the willful
                                    and continued failure by Executive to
                                    substantially perform his duties with
                                    TEPPCO, TCO or Company Affiliates (other
                                    than any such failure resulting from his
                                    incapacity due to physical or mental
                                    illness) after demand for substantial
                                    performance is delivered to him by the CEO
                                    which specifically identifies the manner in
                                    which the CEO believes the Executive has not
                                    substantially performed his duties, (x) the
                                    willful engaging by the Executive in gross
                                    misconduct materially and demonstrably
                                    injurious to the property or business of
                                    TEPPCO, Partnership, TCO or any Company
                                    Affiliates, (y) willful material violation
                                    of the provisions of Section 8 and 9 hereof,
                                    or (z) fraud, misappropriation or commission
                                    of a felony. For purposes of this
                                    subsection, no act or failure to act on the
                                    Executive's part will be considered
                                    "willful" unless done or omitted to be done,
                                    by him not in good faith and without
                                    reasonable belief that his action or
                                    omission was in the best interest of the
                                    TEPPCO, Partnership, TCO or Company
                                    Affiliates or not opposed to the interests
                                    of TEPPCO, Partnership, TCO or Company
                                    Affiliates; or

                           (iv)     for any reason other than death, disability
                                    or for cause.

                  (b)      In the event of Executive's resignation of employment
                           or TEPPCO's termination of Executive's employment
                           pursuant to subsections 10(a)(i), (ii) or (iii)
                           above, Executive shall be entitled only to his base
                           salary earned through the date of termination.
                           Executive's rights to any bonus shall be



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                           forfeited, but the termination shall not affect any
                           rights of Executive that have become vested under any
                           employee benefit plan or arrangement. In the event
                           that TEPPCO terminates Executive pursuant to
                           subsection 10(a)(iv) above, Executive shall be
                           entitled to his base salary earned through the date
                           of termination plus a severance payment calculated in
                           accordance with the provisions of Section 11(a)
                           hereof.

                  (c)      This Agreement does not create any obligation on the
                           part of TEPPCO or Executive for continued employment
                           for a fixed period of time and in that regard,
                           Executive shall be an employee-at-will whose
                           employment can be terminated at any time for any
                           reason by TEPPCO or Executive. If TEPPCO decides to
                           terminate Executive, TEPPCO will cooperate with
                           Executive in determining when and how to announce
                           such termination. Executive shall not receive any
                           compensation for any period of time post-termination,
                           except for the severance payment calculated in
                           accordance with the provisions of Section 11(a)
                           hereof.

         11. Severance Payment.

                  (a)      In the event that within twelve (12) months after a
                           change of control occurs as set forth in subsection
                           11(b), Executive's employment shall be involuntarily
                           terminated or Executive shall have a reduction in
                           responsibility, he shall be entitled to a lump sum
                           severance payment equal to two (2) times his base
                           annual salary plus two (2) times bonus. For the
                           purposes of this Section 11(a), bonus is calculated
                           as 45% of Executive's base salary.



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                  (b)      For the purposes of this Section 11, a "change in
                           control" shall be deemed to have occurred if:

                           (i)      any person becomes the beneficial owner,
                                    directly or indirectly, of securities of
                                    Partnership representing 66 2/3% or more of
                                    the Partnership's then outstanding units of
                                    limited partnership interests (the "Units");
                                    or

                           (ii)     any person becomes the beneficial owner,
                                    directly or indirectly, of 50% or more of
                                    the Units and TEPPCO delivers notice of
                                    withdrawal or is otherwise removed as the
                                    general partner of the Partnership; or

                           (iii)    the merger or consolidation of Partnership
                                    with one or more corporations, business
                                    trusts, common law trusts or unincorporated
                                    businesses, including, without limitation, a
                                    general partnership or limited partnership,
                                    pursuant to a written agreement of merger or
                                    consolidation in accordance with Article 16
                                    of the Second Amended and Restated Agreement
                                    of Limited Partnership of TEPPCO Partners,
                                    L.P., dated November 30, 1998, as may from
                                    time-to-time be amended and TEPPCO delivers
                                    notice of withdrawal or is otherwise removed
                                    as the general partner of the Partnership;
                                    or

                           (iv)     any person is or becomes the beneficial
                                    owner, directly or indirectly, of securities
                                    of TEPPCO representing more than 50% of



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                                    the combined voting power of TEPPCO's then
                                    outstanding voting securities; or

                           (v)      all or substantially all of the assets and
                                    business of TEPPCO, Partnership, TCO or
                                    TCTM, L.P. ("Operating Partnership") are
                                    sold, transferred or assigned to, or
                                    otherwise acquired by, any other person or
                                    persons; or

                           (vi)     any person is or becomes the beneficial
                                    owner, directly or indirectly, of the
                                    membership interest in TCO.

                           (vii)    the dissolution or liquidation of TCO,
                                    Partnership, Operating Partnership, or
                                    TEPPCO; or

                           (viii)   adoption by the Board of Directors of TEPPCO
                                    of a resolution to the effect that any
                                    person has acquired effective control of the
                                    business and affairs of TEPPCO, Partnership,
                                    Operating Partnership or TCO.

                  (c)      The term "beneficial owner" shall have the meaning
                           set forth in Section 13(d) of the Securities Exchange
                           Act of 1934, as amended and in the regulations
                           promulgated thereunder. The term "person" shall mean
                           an individual, corporation, partnership, limited
                           liability company, trust, unincorporated
                           organization, association or other entity, provided
                           that the term "person" shall not include (i) Duke
                           Energy Corporation ("Duke"), (ii) any affiliate of
                           Duke, or (iii) any employee benefit plan maintained
                           by Duke or any affiliate of Duke. The term
                           "affiliate" means when used with respect to a
                           specified person or entity, any other person or
                           entity directly



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                           or indirectly controlled by, controlling, or under
                           direct or indirect common control with the specified
                           person or entity. The term "control" or "controlled"
                           when used with respect to any specified person or
                           entity means the power to direct the management and
                           policies of the person or entity whether through the
                           ownership of voting securities, membership interest
                           or by contract.

         12. Notice. Any notice to be given hereunder by either party to the
other party may be effectuated either by personal delivery in writing or by
mail, registered or certified, postage prepaid, with return receipt requested.
Mailed notices shall be addressed to the parties at the following addresses:

                  If to TEPPCO, TCO or any Company Affiliate:

                  Mr. William L. Thacker
                  President & CEO
                  Texas Eastern Products Pipeline Company
                  2929 Allen Parkway
                  Houston, Texas  77019

                  If to Executive:


                  --------------------------

                  --------------------------

                  --------------------------

         13. Waiver of Breach. The waiver by any party to a breach of any
provision in this Agreement cannot operate or be construed as a waiver of any
subsequent breach by a party.

         14. Severability. The invalidity or unenforceability of any particular
provision in this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if the invalid or
unenforceable provision were omitted.



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         15. Entire Agreement. Except as otherwise provided herein, this
Agreement contains the entire understanding of the parties as to the employment
of Executive, superseding all prior understandings and agreements, and no
modifications or amendments of the terms and conditions herein shall be
effective unless in writing and signed by the parties or their respective duly
authorized agents.

         16. Governing Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of __________, without reference to
conflicts of law principles thereof.

         17. Dispute Resolution. In the event any dispute arises concerning the
provisions of this Agreement or Executive's employment with TEPPCO, the parties
agree that such dispute shall be resolved in accordance with the Employment
Dispute Resolution procedures of the American Arbitration Association and that
any arbitration pursuant to such procedures shall be held in _________________,
___________.

         18. Consent to Jurisdiction. Employee hereby consents to the
nonexclusive jurisdiction of any state court within ______________, _________ or
any federal court located within the same city for any proceeding instituted
hereunder or arising out of or in connection with this Agreement.

         19. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their permitted successors,
assigns, legal representatives and heirs, but neither this Agreement nor any
rights hereunder shall be assignable by Executive.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


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TEXAS EASTERN PRODUCTS PIPELINE COMPANY

By:
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   President and Chief Executive Officer

EXECUTIVE


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