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                                                                     EXHIBIT 3.6


                CONTRIBUTION, ASSIGNMENT AND AMENDMENT AGREEMENT

         THIS CONTRIBUTION, ASSIGNMENT AND AMENDMENT AGREEMENT, dated as of July
26, 2001, is entered into by and among TEPPCO Partners, L.P., a Delaware limited
partnership (the "MLP"); TE Products Pipeline Company, Limited Partnership, a
Delaware limited partnership ("TE Products"); TCTM, L.P., a Delaware limited
partnership ("TCTM"); Texas Eastern Product Pipeline Company, LLC, a Delaware
limited liability company ("TEPPCO"); and TEPPCO GP, Inc., a Delaware
corporation ("GP Inc."). TE Products and TCTM are sometimes referred to herein
collectively as the "OLPs" and individually as an "OLP."

                                    RECITALS

                  WHEREAS, each of the MLP and the OLPs were formed under the
Delaware Revised Uniform Limited Partnership Act (the "Delaware Act") and TEPPCO
acts as sole general partner of each of the MLP and the OLPs;

                  WHEREAS, TEPPCO owns a 1.00% general partner interest in the
MLP and a 1.0101% general partner interest in each of the OLPs;

                  WHEREAS, the Board of Directors of TEPPCO has determined that
it would be in the best interests of TEPPCO and the MLP to contribute TEPPCO's
interests in each of the OLPs to the MLP and GP Inc., and to cause GP Inc. to
become a wholly-owned corporate subsidiary of the MLP;

                  WHEREAS, in order to accomplish the objectives and purposes in
the preceding recital, prior to the date hereof, TEPPCO has formed GP Inc. and
contributed $1,000 in exchange for all of the capital stock in GP Inc.;

                  NOW, THEREFORE, in consideration of their mutual undertakings
and agreements hereunder, the parties to this Agreement undertake and agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 Definitions. In addition to the capitalized terms defined in the
opening paragraph of this Agreement, the following capitalized terms shall have
the meanings given below.

                  "Additional OLP Limited Partner Interests" has the meaning set
forth in Section 2.2.

                  "Agreement" means this Contribution, Assignment and Amendment
Agreement.

                  "Delaware Act" has the meaning assigned to such term in the
Recitals to this Agreement.

                  "GP Inc. Common Stock" has the meaning set forth in Section
2.2.



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                  "Laws" means any and all laws, statutes, ordinances, rules or
regulations promulgated by a governmental authority, orders of a governmental
authority, judicial decisions, decisions of arbitrators or determinations of any
governmental authority or court.

                  "MLP Partnership Agreement" means the Second Amended and
Restated Agreement of Limited Partnership of TEPPCO Partners, L.P. dated as of
November 30, 1998, as the same may be amended or restated pursuant to the terms
hereof.

                  "OLP Excess Liabilities" means any liability of GP Inc.,
whether as general partner of each OLP or pursuant to the assumption by GP Inc.
of liabilities and obligations of each OLP pursuant to Section 4.1, for
liabilities of each OLP existing at the time of the assignment of the Revised
OLP General Partner Interests to GP Inc. pursuant to Section 2.1, but only to
the extent that TEPPCO's share of such liabilities immediately prior to any
assignment under Section 2.1 exceeds TEPPCO's federal income tax basis in its
aggregate partnership interest in the OLP.

                  "Revised OLP General Partner Interests" has the meaning set
forth in Section 2.1.

                  "TE Products Partnership Agreement" means the Amended and
Restated Agreement of Limited Partnership of TE Products Pipeline Company,
Limited Partnership dated as of July 21, 1998, as the same may be amended or
restated pursuant to the terms hereof.

                  "TCTM Partnership Agreement" means the Agreement of Limited
Partnership of TCTM, L.P. dated as of November 30, 1998, as the same may be
amended or restated pursuant to the terms hereof.

                                   ARTICLE II
            CONTRIBUTIONS OF VARIOUS ASSETS AND PARTNERSHIP INTERESTS

         2.1 Contribution by TEPPCO to GP Inc. TEPPCO hereby grants,
contributes, transfers and conveys to GP Inc., its successors and assigns, all
right, title and interest in and to a .001% general partner interest in each of
the OLPs (the "Revised OLP General Partner Interests") and GP Inc. hereby
accepts the Revised OLP General Partner Interests as a contribution to the
capital of GP Inc.

         TO HAVE AND TO HOLD the Revised OLP General Partner Interests unto GP
Inc., its successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.

         TE Products and TCTM each acknowledge receipt of the opinion of counsel
required in Section 10.2(b) of the TE Products Partnership Agreement and the
TCTM Partnership Agreement, respectively.



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         2.2 Contributions by TEPPCO to the MLP. Effective immediately following
the contribution and assignment set forth in Section 2.1, TEPPCO hereby grants,
contributes, transfers, assigns and conveys to the MLP, its successors and
assigns, all right, title and interest of TEPPCO in and to (i) all the issued
and outstanding capital stock of GP Inc., consisting of 100 shares of common
stock, par value $.01 per share (the "GP Inc. Common Stock") and (ii) its
remaining partnership interests in each of the OLPs, which interests, following
the assignment of the Revised OLP General Partner Interests pursuant to Section
2.1 and the recharacterization of such remaining interests as limited partner
interests as a result of the amendments adopted in Sections 5.1 and 5.2 hereof,
consist of a 1.0091% limited partner interest in each of the OLPs (the
"Additional OLP Limited Partner Interests"), and the MLP hereby accepts the GP
Inc. Common Stock and the Additional OLP Limited Partner Interests, as a
contribution to the capital of the MLP and in exchange for the increase in the
general partner interest of TEPPCO in the MLP as set forth in Section 5.3
hereof.

         TO HAVE AND TO HOLD the GP Inc. Common Stock and the Additional OLP
Limited Partner Interests unto the MLP, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, forever.

         2.3 Further Assurances. From time to time after the date hereof, and
without any further consideration, TEPPCO shall execute, acknowledge and deliver
all such additional assignments, stock powers, instruments, notices, releases,
acquittances and other documents, and will do all such other acts and things,
all in accordance with applicable law, as may be necessary or appropriate (i)
more fully and effectively to assure GP Inc., its successors and assigns, all of
the properties, rights, titles, interests, estates, remedies, powers and
privileges by this Agreement granted to GP Inc. with respect to the Revised OLP
General Partner Interests or which are intended so to be and (ii) more fully and
effectively to vest in the MLP, its successors and assigns, beneficial and
record title to the GP Inc. Common Stock and the Additional OLP Limited Partner
Interests hereby contributed and assigned to the MLP or intended so to be and to
more fully and effectively carry out the purposes and intent of this Agreement.

                                   ARTICLE III
                    SUCCESSION OF GENERAL PARTNER OF THE OLPS

         3.1 Withdrawal of TEPPCO as General Partner of OLPs. Effective
immediately prior to the contribution of the Revised OLP General Partner
Interests pursuant to Section 2.1 and, pursuant to Section 12.1(a)(ii) of each
of the TE Products Partnership Agreement and the TCTM Partnership Agreement,
TEPPCO hereby withdraws as general partner of each of the OLPs and proposes GP
Inc. to act and serve as sole general partner of each of the OLPs. TE Products
and TCTM each acknowledge receipt of the opinion of counsel required in Section
12.1(b) of the TE Products Partnership Agreement and the TCTM Partnership
Agreement, respectively.



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         3.2 GP Inc. as Successor General Partner of OLPs. Effective immediately
prior to the later of (i) GP Inc.'s acceptance of the contributions to GP Inc.
of the Revised OLP General Partner Interests pursuant to Section 2.1 and (ii)
the withdrawal of TEPPCO as general partner of each of the OLPs, GP Inc. accepts
and agrees to duly and timely pay, perform and discharge the rights, duties and
obligations of general partner of each of the OLPs and all of the terms and
conditions of each of the TE Products Partnership Agreement and the TCTM
Partnership Agreement in accordance with Section 11.2 of each of the TE Products
Partnership Agreement and the TCTM Partnership Agreement, and GP Inc. agrees to
serve as general partner of each of the OLPs and to be bound by each of the TE
Products Partnership Agreement and the TCTM Partnership Agreement (and, to the
extent applicable, the MLP Partnership Agreement), as each is amended by this
Agreement or as may be further amended by the terms of the respective
partnership agreement, and GP Inc. is hereby admitted as the successor general
partner of each of TE Products and TCTM.

                                   ARTICLE IV
            ASSUMPTION OF AND INDEMNIFICATION FOR CERTAIN LIABILITIES

         4.1 Assumption of Certain Liabilities and Obligations of TEPPCO by GP
Inc. In connection with the transfer of the Revised OLP General Partner
Interests and the succession by GP Inc. as general partner of each of the OLPs,
GP Inc. hereby assumes and agrees to duly and timely pay, perform and discharge
all liabilities and obligations of each OLP to the full extent (and only to the
extent) that TEPPCO, as general partner of such OLP, has been heretofore or
would have been in the future, were it not for the execution and delivery of
this Agreement, obligated to pay, perform and discharge such liabilities and
obligations; provided, however, that such assumption by GP Inc. is subject to
the indemnification provided in Section 4.2.

         4.2 Indemnification of GP Inc. Upon the transfer of the Revised OLP
General Partner Interests to GP Inc. pursuant to Section 2.1 hereof, TEPPCO
hereby indemnifies, defends and holds harmless GP Inc. from and against any and
all claims, demands, costs, liabilities and expenses (including court costs and
reasonable attorneys' fees) arising from or relating to the OLP Excess
Liabilities.

         4.3 Indemnification Relating to the MLP. Upon the transfer of the GP
Inc. Common Stock and the Additional MLP Limited Partner Interest to the MLP
pursuant to Section 2.2 hereof, (i) the MLP hereby indemnifies, defends and
holds harmless GP Inc. from and against any and all claims, demands, costs,
liabilities and expenses (including court costs and reasonable attorneys' fees)
arising from or relating to the OLP Excess Liabilities and (ii) TEPPCO hereby
indemnifies, defends and holds harmless the MLP from and against any and all
claims, demands, costs, liabilities and expenses (including court costs and
reasonable attorneys' fees) arising by reason of clause (i) of this paragraph.



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                                    ARTICLE V
                      AMENDMENTS TO PARTNERSHIP AGREEMENTS

         5.1 Amendments to TE Products Partnership Agreement. In order to
further the purposes of this Agreement, each of TEPPCO, as withdrawing general
partner of TE Products, GP Inc., as successor general partner of TE Products,
and the MLP, as limited partner of TE Products, hereby approve and adopt the
following amendments to the TE Products Partnership Agreement in accordance with
Article XIV thereof:

         (a) Article II - Definitions is hereby amended by amending the
definitions of the following terms to read in their entirety as follows:

         "Investor Partnership Agreement" means the Agreement of Limited
         Partnership of the Investor Partnership, dated March 7, 1990, as such
         agreement has been amended or restated, or may in the future be amended
         or restated in accordance with its terms."

         "Percentage Interest" means as of the date of such determination (a) as
         to the General Partner, .001% and (b) as to the Limited Partner,
         99.999%.

         (b) Section 10.2(b) is hereby amended to read in its entirety as
follows:

         "(b) Neither Section 10.2(a) nor any other provision of this Agreement
         shall be construed to prevent (and the Limited Partner does hereby
         expressly consent to) (i) the transfer by the General Partner of all or
         a portion of its Partnership Interest to one or more Affiliates, which
         transferred Partnership Interest, to the extent not transferred to a
         successor General Partner, shall constitute a Limited Partner's
         Partnership Interest or (ii) the transfer by the General Partner of all
         its Partnership Interest upon its merger, consolidation or other
         combination into any other Person or the transfer by it of all or
         substantially all of its assets to another Person if, in the case of a
         transfer described in either clause (i) or (ii) of this sentence, the
         rights and duties of the General Partner with respect to the
         Partnership Interest so transferred as a General Partner's Partnership
         Interest (or the rights and duties of a Limited Partner with respect to
         the Partnership Interest so transferred as a Limited Partner's
         Partnership Interest) are assumed by the transferee and the transferee
         agrees to be bound by the provisions of this Agreement and the Investor
         Partnership Agreement; provided, that in either such case, such
         transferee furnishes to the Partnership an Opinion of Counsel that such
         merger, consolidation, combination, transfer or assumption will not
         result in a loss of limited liability of the Limited Partner or cause
         the Partnership to be taxable as a corporation or otherwise taxed as an
         entity for federal income tax purposes. In the case of a transfer
         pursuant to this Section 10.2(b) to a Person proposed as a successor
         general partner of the Partnership, the transferee or successor (as the
         case may be) shall be admitted to the Partnership as the General
         Partner immediately prior to the transfer of the Partnership Interest,
         and the business of the Partnership shall continue without
         dissolution."

         (c) Section 12.3 is hereby amended to read in its entirety as follows:



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         "12.3 Interest of Departing Partner and Successor General Partner. The
         Partnership Interest of a Departing Partner departing as a result of
         withdrawal or removal pursuant to Section 12.1 or 12.2 shall (unless it
         is otherwise required to be converted into Units pursuant to Section
         13.2(b) of the Investor Partnership Agreement) be purchased by the
         successor to the Departing Partner for cash in amount equal to the fair
         market value of the Departing Partner's Partnership Interest,
         determined as of the effective date of its departure in the manner
         specified in the Investor Partnership Agreement. Such purchase (or
         conversion into Units, as applicable) shall be a condition to the
         admission to the Partnership of the successor as the General Partner.
         Notwithstanding the foregoing, an assignment of all or any portion of a
         General Partner's (or Departing Partner's) Partnership Interest to the
         Investor Limited Partnership as Limited Partner, or to any other Person
         (other than an individual) the ownership interest of which is then
         transferred to the Investor Limited Partnership, can be made in
         exchange for an increased interest in the Investor Limited Partnership
         and in lieu of a cash purchase."

         (d) In addition to the foregoing amendments to the TE Products
         Partnership Agreement contained in this Section 5.1, the TE Products
         Partnership Agreement shall be deemed to be further amended and
         modified to the extent necessary, but only to the extent necessary, to
         carry out the purposes and intent of this Agreement.

         5.2 Amendments to TCTM Partnership Agreement. In order to further the
purposes of this Agreement, each of TEPPCO, as withdrawing general partner of
TCTM, GP Inc., as successor general partner of TCTM, and the MLP, as limited
partner of TCTM, hereby approve and adopt the following amendments to the TCTM
Partnership Agreement in accordance with Article XIV thereof:

         (a) Article II - Definitions is hereby amended by amending the
definitions of the following terms to read in their entirety as follows:

         "Investor Partnership Agreement" means the Agreement of Limited
         Partnership of the Investor Partnership, dated March 7, 1990, as such
         agreement has been amended or restated, or may in the future be amended
         or restated in accordance with its terms."

         "Percentage Interest" means as of the date of such determination (a) as
         to the General Partner, .001% and (b) as to the Limited Partner,
         99.999%.

         (b) Section 10.2(b) is hereby amended to read in its entirety as
follows:

         "(b) Neither Section 10.2(a) nor any other provision of this Agreement
         shall be construed to prevent (and the Limited Partner does hereby
         expressly consent to) (i) the transfer by the General Partner of all or
         a portion of its Partnership Interest to one or more Affiliates, which
         Partnership Interest to the extent not transferred to a successor
         General Partner, shall be a Limited Partner's Partnership Interest or
         (ii) the transfer by the General Partner of all its Partnership
         Interest upon its merger, consolidation or other combination into any
         other Person or the transfer by it of all or substantially all of its
         assets to another Person if, in the case of a transfer described



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         in either clause (i) or (ii) of this sentence, the rights and duties of
         the General Partner with respect to the Partnership Interest so
         transferred as a General Partner's Partnership Interest (or the rights
         and duties of a Limited Partner with respect to the Partnership
         Interest so transferred as a Limited Partner's Partnership Interest)
         are assumed by the transferee and the transferee agrees to be bound by
         the provisions of this Agreement and the Investor Partnership
         Agreement; provided, that in either such case, such transferee
         furnishes to the Partnership an Opinion of Counsel that such merger,
         consolidation, combination, transfer or assumption will not result in a
         loss of limited liability of the Limited Partner or cause the
         Partnership to be taxable as a corporation or otherwise taxed as an
         entity for federal income tax purposes. In the case of a transfer of a
         Partnership Interest pursuant to this Section 10.2(b) to a Person
         proposed as a successor general partner of the Partnership, the
         transferee or successor (as the case may be) shall be admitted to the
         Partnership as the General Partner immediately prior to the transfer of
         the Partnership Interest, and the business of the Partnership shall
         continue without dissolution."

         (c) Section 12.3 is hereby amended to read in its entirety as follows:

         "12.3 Interest of Departing Partner and Successor General Partner. The
         Partnership Interest of a Departing Partner departing as a result of
         withdrawal or removal pursuant to Section 12.1 or 12.2 shall (unless it
         is otherwise required to be converted into Units pursuant to Section
         13.2(b) of the Investor Partnership Agreement) be purchased by the
         successor to the Departing Partner for cash in amount equal to the fair
         market value of the Departing Partner's Partnership Interest,
         determined as of the effective date of its departure in the manner
         specified in the Investor Partnership Agreement. Such purchase (or
         conversion into Units, as applicable) shall be a condition to the
         admission to the Partnership of the successor as the General Partner.
         Notwithstanding the foregoing, an assignment of all or any portion of a
         General Partner's (or Departing Partner's) Partnership Interest to the
         Investor Limited Partnership as Limited Partner, or to any other Person
         (other than an individual) the ownership interest of which is then
         transferred to the Investor Limited Partnership, can be made in
         exchange for an increased interest in the Investor Limited Partnership
         and in lieu of a cash purchase."

         (d) In addition to the foregoing amendments to the TCTM Partnership
         Agreement contained in this Section 5.2, the TCTM Partnership Agreement
         shall be deemed to be further amended and modified to the extent
         necessary, but only to the extent necessary, to carry out the purposes
         and intent of this Agreement.



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         5.3 Amendments to MLP Partnership Agreement. In order to further the
purposes of this Agreement and to evidence the increased interest of the general
partner in the MLP issued in exchange for the contributions to the MLP made
pursuant to Section 2.2 hereof, TEPPCO, as general partner of the MLP, having
determined that the following amendments would not materially adversely affect
the limited partners of the MLP or have a material adverse effect on the holders
of any class of the MLP's outstanding limited partner units, hereby exercises
its rights and powers to amend the MLP Partnership Agreement without the
approval of any limited partner or assignee pursuant to Section 15.1(d)(i) of
the MLP Partnership Agreement, and hereby approves and adopts the following
amendments to the MLP Partnership Agreement in accordance with Article 15
thereof:

         (a) Article 2 - Definitions is hereby amended by amending the
definitions of the following terms to read in their entirety as follows:

         "Operating Partnerships" means TE Products Pipeline Company, Limited
         Partnership, a Delaware limited partnership, TCTM, L.P., a Delaware
         limited partnership, and such other Persons that are directly
         majority-owned by the Partnership and controlled by the Partnership
         (whether by direct or indirect ownership of the general partner of such
         Person or otherwise) and established or acquired for the purpose of
         conducting the business of the Partnership.

         "Operating Partnership Agreements" means the agreements of limited
         partnership of any Operating Partnership that is a limited partnership,
         or any limited liability company agreement of any Operating Partnership
         that is a limited liability company that is treated as a partnership
         for federal income tax purposes, as such may be amended, supplemented
         or restated from time to time.

         "Percentage Interest" means as of the date of such determination (a) as
         to the General Partner, 1.999999% and (b) as to any Limited Partner or
         Assignee holding LP Units, the product of (i) 98.000001% multiplied by
         (ii) the quotient of (x) the number of LP Units held by such Limited
         Partner or Assignee divided by (y) the total number of all LP Units
         then Outstanding; provided, however, that following any issuance of
         additional LP Units by the Partnership in accordance with Section 4.1
         hereof, proper adjustment shall be made to the Percentage Interest
         represented by each LP Unit to reflect such issuance.

         (b) References in the MLP Partnership Agreement to the defined terms
"Operating Partnership" and "Operating Partnership Agreement" are hereby amended
to refer to such terms in the plural.

         (c) Section 4.1(d)(i) is hereby amended to read in its entirety as
follows:

         "(d) Upon the issuance of any LP Units by the Partnership, the General
         Partner shall be required to make additional Capital Contributions to
         the Partnership such that the General Partner shall at all times have a
         balance in its Capital Account equal to 1.999999% of the total positive
         Capital Account balances of all Partners."

         (d) Section 5.1(c)(i) is hereby amended to read in its entirety as
follows:



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<PAGE>   9

         "(i) If a Net Termination Gain is recognized (or deemed recognized
         pursuant to Section 4.3(d)) from Termination Capital Transactions, such
         Net Termination Gain shall be allocated between the General Partner and
         the Limited Partners in the following manner (and the Capital Accounts
         of the Partners shall be increased by the amount so allocated in each
         of the following subclauses, in the order listed, before an allocation
         is made pursuant to the next succeeding subclause):

                                    (A) First, to each Partner having a deficit
         balance in its Capital Account, in the proportion that such deficit
         balance bears to the total deficit balances in the Capital Accounts of
         all Partners, until each such Partner has been allocated Net
         Termination Gain equal to any such deficit balance in its Capital
         Account;

                                    (B) Second, 100% to the General Partner and
         to all Limited Partners, in accordance with their respective Percentage
         Interests, until the Capital Account in respect of each LP Unit then
         Outstanding is equal to the Unrecovered Capital attributable to such LP
         Unit;

                                    (C) Third, 100% to the General Partner and
         to all Limited Partners, in accordance with their respective Percentage
         Interests, until the Per LP Unit Capital Account (determined on a per
         Unit basis) in respect of each Unit is equal to the sum of (l) the
         Unrecovered Capital attributable to each such Unit plus (2) any
         cumulative arrearages in the payment of the Minimum Quarterly
         Distribution in respect of such Unit for any quarter following December
         31, 1994.

                                    (D) Fourth, 85.002627% to all Limited
         Partners, in accordance with their respective Percentage Interests, and
         14.997373% to the General Partner until the Per LP Unit Capital Account
         in respect of each Unit (determined on a per Unit basis) is equal to
         the sum of (l) the Unrecovered Capital attributable to such Unit, plus
         (2) any cumulative arrearages in the payment of the Minimum Quarterly
         Distribution in respect of such Unit for any quarter following December
         31, 1994, plus (3) the excess of the First Target Distribution over the
         Minimum Quarterly Distribution for each quarter of the Partnership's
         existence, less (4) the amount of any distributions of Cash from
         Operations that were distributed pursuant to Section 5.4(b) (the sum of
         (2) plus (3) less (4) is hereinafter defined as the "First Liquidation
         Target Amount");

                                    (E) Fifth, 75.004647% to all Limited
         Partners, in accordance with their respective Percentage Interests, and
         24.995353% to the General Partner until the Per LP Unit Capital Account
         in respect of each Unit (determined on a per Unit basis) is equal to
         the sum of (l) the Unrecovered Capital attributable to such Unit, plus
         (2) the First Liquidation Target Amount, plus (3) the excess of the
         Second Target Distribution over the First Target Distribution for each
         quarter of the Partnership's existence less (4) the amount of any
         distributions of Cash from Operations distributed pursuant to Section
         5.4(c) (the sum of (2) plus (3) less (4) is hereinafter defined as the
         "Second Liquidation Target Amount"); and



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<PAGE>   10

                                    (F) Sixth, the balance, if any, 49.999798%
         to all Limited Partners, in accordance with their respective Percentage
         Interests, and 50.000202% to the General Partner."

         (e) Sections 5.4 and 5.5 are hereby amended to read in its entirety as
follows:

         "5.4 Allocations of Distributions. Available Cash that is deemed to be
         Cash from Operations pursuant to the provisions of Section 5.3 or 5.5
         shall be distributed as follows:

                           (a) First, 98.000001% to all Limited Partners, in
         accordance with their respective Percentage Interest, and 1.999999% to
         the General Partner until there has been distributed in respect of each
         LP Unit then Outstanding an amount equal to the Minimum Quarterly
         Distribution;

                           (b) Second, 85.002627% to all Limited Partners, in
         accordance with their respective Percentage Interest, and 14.997373% to
         the General Partner until there has been distributed in respect of each
         LP Unit then Outstanding an amount equal to the First Target
         Distribution;

                           (c) Third, 75.004647% to all Limited Partners, in
         accordance with their respective Percentage Interests, and 24.995353%
         to the General Partner until there has been distributed in respect of
         each LP Unit then Outstanding an amount equal to the Second Target
         Distribution; and

                           (d) Fourth, 49.999798% to all Limited Partners, in
         accordance with their respective Percentage Interest, and 50.000202% to
         the General Partner.

         Provided, however, if the Minimum Quarterly Distribution, the First
         Target Distribution and the Second Target Distribution have been
         reduced to zero pursuant to Section 5.7(a)(ii), then distributions of
         Available Cash constituting Cash from Operations with respect to any
         quarter will be made 98.000001% to all Limited Partners in accordance
         with their respective Percentage Interest and 1.999999% to the General
         Partner until there has been distributed in respect of each LP Unit
         then Outstanding Cash from Operations since Partnership Inception equal
         to the Minimum Quarterly Distribution (as from time to time adjusted)
         for all periods since Partnership Inception, and thereafter in
         accordance with Section 5.4(d) above.

         5.5 Distributions of Cash from Interim Capital Transactions. Available
         Cash that constitutes Cash from Interim Capital Transactions shall be
         distributed, unless the provisions of Section 5.3 require otherwise,
         98.000001% to all Limited Partners, in accordance with their respective
         Percentage Interests, and 1.999999% to the General Partner until a
         hypothetical holder of a Unit acquired at the time of the Initial
         Offering has received with respect to each Unit, from Partnership
         Inception through such date, distributions of Available Cash that are
         deemed to be Cash from Interim Capital Transactions in an aggregate
         amount per LP Unit equal to the Initial Unit



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<PAGE>   11

         Price. Thereafter, all Available Cash shall be distributed as if it
         were Cash from Operations and shall be distributed in accordance with
         Section 5.4."

         (f) In addition to the foregoing amendments to the MLP Partnership
         Agreement contained in this Section 5.1, the MLP Partnership Agreement
         shall be deemed to be further amended and modified to the extent
         necessary, but only to the extent necessary, to carry out the purposes
         and intent of this Agreement.

         5.4 Restatement of Partnership Agreements. Each of the partners of the
MLP and the OLPs that is a party hereto agrees to execute and deliver a restated
and amended version of each of the MLP Partnership Agreement, the TE Products
Partnership Agreement and the TCTM Partnership Agreement to which it is a party
incorporating the amendments to such agreement adopted by this Agreement
together with such other amendments intended to clarify the agreement as the
general partner of such limited partnership determines as are appropriate and
not having a material adverse effect on the limited partners of the partnership,
and in the case of the MLP, the holders of outstanding LP Units therein.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1 Other Assurances. From time to time after the date hereof, and
without any further consideration, each of the parties to this Agreement shall
execute, acknowledge and deliver all such additional instruments, notices and
other documents, and will do all such other acts and things, all in accordance
with applicable law, as may be necessary or appropriate to more fully and
effectively carry out the purposes and intent of this Agreement.

         6.2 Consents; Restriction on Assignment. If there are prohibitions
against or conditions to the contribution and assignment of one or more portions
of the assets contributed pursuant to Sections 2.1 and 2.2 without the prior
written consent of third parties, including, without limitation, governmental
agencies (other than consents of a ministerial nature that are normally granted
in the ordinary course of business), which if not satisfied would result in a
breach of such prohibitions or conditions or would give an outside party the
right to terminate the MLP's or GP Inc.'s rights with respect to such portion of
the contributed assets (herein called a "Restriction"), then any provision
contained in this Agreement to the contrary notwithstanding, the transfer of
title to or interest in each such portion of the contributed assets (herein
called the "Restriction-Asset") pursuant to this Agreement shall not become
effective unless and until such Restriction is satisfied, waived or no longer
applies. When and if such a Restriction is so satisfied, waived or no longer
applies, to the extent permitted by applicable law and any applicable
contractual provisions, the assignment of the Restriction-Asset subject thereto
shall become effective automatically as of the date of this Agreement, without
further action on the part of the MLP, GP Inc., TEPPCO or either of OLPs and
TEPPCO agrees to use its reasonable best efforts to obtain satisfaction of any
Restriction on a timely basis. In the event that any Restriction-Asset exists,
TEPPCO agrees to hold such Restriction-Asset in trust for the exclusive benefit
of the assignee, the MLP or GP Inc., as the case may be, and to otherwise use
its reasonable best efforts to provide the assignee with the benefits thereof,
and TEPPCO will enter into other agreements, or take such other action as it may
deem reasonably necessary, in order to help ensure that such assignee is
entitled to the benefits of the contributed assets and concomitant rights in all
material respects as of the date of this Agreement.



                                      -11-
<PAGE>   12

         6.3 Costs. The MLP shall pay all sales, use and similar taxes arising
out of the contributions, assignments and deliveries to be made hereunder, and
shall pay all documentary, filing, recording, transfer, deed, and conveyance
taxes and fees required in connection therewith. In addition, the MLP shall be
responsible for all costs, liabilities and expenses (including court costs and
reasonable attorneys' fees) incurred in connection with the satisfaction or
waiver of any Restriction pursuant to Section 6.2.

         6.4 Headings; References; Interpretation. All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any of the provisions hereof.
The words "hereof," "herein" and "hereunder" and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, including
without limitation, all Exhibits attached hereto, and not to any particular
provision of this Agreement. All references herein to Articles, Sections, and
Exhibits shall, unless the context requires a different construction, be deemed
to be references to the Articles, Sections and Exhibits of this Agreement,
respectively, and all such Exhibits attached hereto are hereby incorporated
herein and made a part hereof for all purposes. All personal pronouns used in
this Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders, and the singular shall include the plural and vice
versa. The use herein of the word "including" following any general statement,
term or matter shall not be construed to limit such statement, term or matter to
the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as "without
limitation," "but not limited to," or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter.

         6.5 Successors and Assigns. The Agreement shall be binding upon and
inure to the benefit of the parties signatory hereto and their respective
successors and assigns.

         6.6 No Third-Party Rights. The provisions of this Agreement are
intended to bind the parties signatory hereto as to each other and are not
intended to and do not create rights in any other person or confer upon any
other person any benefits, rights or remedies and no person is or is intended to
be a third-party beneficiary of any of the provisions of this Agreement.

         6.7 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

         6.8 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware applicable to contracts
made and to be performed wholly within such state without giving effect to
conflict of law principles thereof, except to the extent that it is mandatory
that the law of some other jurisdiction, wherein the contributed assets are
deemed located, shall apply.



                                      -12-
<PAGE>   13

         6.9 Severability. If any of the provisions of this Agreement are held
by any court of competent jurisdiction to contravene, or to be invalid under,
the laws of any political body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire
Agreement. Instead, this Agreement shall be construed as if it did not contain
the particular provision or provisions held to be invalid, and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Agreement at the time of
execution of this Agreement.

         6.10 Assignment. To the extent required by applicable law, this
Agreement shall also constitute an "assignment" of the assets transferred and
contributed as set forth in Article II hereof.

         6.11 Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties
hereto.

         6.12 Integration. This Agreement supersedes all previous understandings
or agreements between the parties, whether oral or written, with respect to its
subject matter. This document is an integrated agreement which contains the
entire understanding of the parties. No understanding, representation, promise
or agreement, whether oral or written, is intended to be or shall be included in
or form part of this Agreement unless it is contained in a written amendment
hereto executed by the parties hereto after the date of this Agreement.


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                                      -13-
<PAGE>   14

                  IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.

                                       TEPPCO PARTNERS, L.P., a Delaware limited
                                       partnership

                                       By: Texas Eastern Products Pipeline
                                           Company, LLC, a Delaware limited
                                           liability company, as general partner

                                       By: /s/ Charles H. Leonard
                                          --------------------------------------
                                       Name: Charles H. Leonard
                                       Title: Senior V.P., C.F.O. & Treasurer



                                       TE PRODUCTS PIPELINE COMPANY, LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership

                                       By: Texas Eastern Products Pipeline
                                           Company, LLC, a Delaware limited
                                           liability company, as general partner

                                       By: /s/ Charles H. Leonard
                                          --------------------------------------
                                       Name: Charles H. Leonard
                                       Title: Senior V.P., C.F.O. & Treasurer



                                       TCTM, L.P., a Delaware limited
                                       partnership

                                       By: Texas Eastern Products Pipeline
                                           Company, LLC, a Delaware limited
                                           liability company, as general partner

                                       By: /s/ Charles H. Leonard
                                          --------------------------------------
                                       Name: Charles H. Leonard
                                       Title: Senior V.P., C.F.O. & Treasurer



<PAGE>   15

                                       TEXAS EASTERN PRODUCTS PIPELINE COMPANY,
                                       LLC, a Delaware limited liability company



                                       By: /s/ Charles H. Leonard
                                          --------------------------------------
                                       Name: Charles H. Leonard
                                       Title: Senior V.P., C.F.O. & Treasurer



                                       TEPPCO GP, INC., a Delaware corporation



                                       By: /s/ William L. Thacker
                                          --------------------------------------
                                       Name: William L. Thacker
                                       Title: Chief Executive Officer