**Exhibit 10.3**

 

**FORM OF SUPPLEMENTAL AGREEMENT TO**

**EMPLOYMENT AGREEMENT FOR VICE PRESIDENTS**

 

**SUPPLEMENTAL AGREEMENT**

 

ThisSUPPLEMENTAL AGREEMENT No. 1 supplements and amends that certain EMPLOYMENTAGREEMENT, entered into the         day of               ,         by and between TEXAS EASTERNPRODUCTS PIPELINE COMPANY, LLC (“TEPPCO”), a Delaware limited liability companywith its principal executive offices in Houston, Texas, and                     (“Executive”).

 

# 1.             Section9 of the EMPLOYMENT AGREEMENT is hereby deleted in its entirety and a newSection 9 shall be substituted in place of the prior, deleted Section 9 and thenew, substituted Section 9 shall provide as follows:

#  

## (a)           Inthe event that following a change in control as set forth in Section 9(b),Executive’s employment shall be involuntarily terminated or Executive shall(i) have a significant reduction in responsibilities or reporting level,(ii) have a reduction in base or incentive compensation at target by fivepercent (5%) or more or (iii) be required to relocate from the regularassigned work place by more than fifty (50) additional miles from the Executive’scurrent work location, he shall be entitled to a lump sum severance paymentequal to two (2) times his base annual salary plus two (2) times targetbonus.  In order to qualify for aseverance benefit on account of being required to relocate by more than fifty(50) additional miles from Executive’s residence, Executive must provide noticeto TEPPCO pursuant to Section 10 within thirty (30) days after Executivereceives notice pursuant to Section 10 that he is required torelocate.  In addition, if Executive isenrolled in any of TEPPCO’s Medical and/or Dental Plan coverages as an activeemployee, TEPPCO shall credit Executive with a lump sum in an amount that willprovide an after-tax lump sum (assuming Executive is in the highest marginalincome tax bracket) equal to the current monthly COBRA continuation coveragecost of Executive’s coverage(s) at the time such amount is credited (including,where applicable, an HMO option, but excluding any Cafeteria Plan – MedicalSpending Account) for twenty-four (24) consecutive months from the terminationof Executive’s employment with TEPPCO. TEPPCO will promptly remit the income taxes due on such amount directlyto the appropriate taxing authority. Should Executive obtain subsequent employment and become eligible formedical and/or dental coverages available to employees of the new employer orotherwise cease to be covered under TEPPCO’s Medical and/or Dental Plans,Executive shall immediately notify TEPPCO which shall immediately terminateExecutive’s coverage(s) in its Medical and/or Dental Plans, asappropriate.  Executive shall have nofurther right to any amounts that otherwise would have been applied to pay themonthly COBRA continuation coverage cost of medical and/or dental continuationcoverage provided hereunder.  ShouldExecutive be eligible for retiree coverages under the TEPPCO Medical and DentalPlans at the termination of employment, TEPPCO and Executive will take the sameactions with respect to the retiree coverages under the TEPPCO Medical andDental Plan as would have been taken under the above provisions hereof hadExecutive been enrolled as an active employee except that the lump sum to becredited to Executive will be determined with reference to the current monthlycost of

 

----

 

## Executive’s costof retiree coverage at the time such lump sum amount is credited.  All payments under this Section 9(a)shall be made not later than thirty (30) days after the termination ofemployment.

##  

## (b)           Forthe purposes of this Section 9, a “change in control” shall be deemed to haveoccurred if:

##  

### (i)            anyperson is or becomes the beneficial owner, directly or indirectly, ofsecurities of TEPPCO representing more than fifty percent (50%) of the combined voting power of TEPPCO’s then outstanding votingsecurities; or

###  

### (ii)           allor substantially all of the assets and business of TEPPCO or the Partnershipare sold, transferred or assigned to, or otherwise acquired by, any otherperson or persons; or

###  

### (iii)          thedissolution or liquidation of Partnership or TEPPCO; or

###  

### (iv)          adoptionby the Board of Directors of TEPPCO of a resolution to the effect that anyperson has acquired effective control of the business and affairs of TEPPCO, orthe Partnership.

###  

## (c)           Theterm “beneficial owner” shall have the meaning set forth in Section 13(d) ofthe Securities Exchange Act of 1934, as amended, and in the regulationspromulgated thereunder.  The term “person”shall mean an individual, corporation, partnership, trust, unincorporatedbusiness organization, association or other entity provided that the term “person”shall not include (i) Duke Energy Corporation (“Duke”), (ii) any affiliate ofDuke, including but not limited to Duke Energy Field Services, L.P., or (iii)any employee benefit plan maintained by Duke or any affiliate of Duke.  For the purpose of this Section 9, “control”or “controlled” when used with respect to any specified person or entity meansthe power to direct the management and policies of that person or entitywhether through the ownership of voting securities, membership interest or bycontract.

##  

# 2.             Exceptas hereby amended by this SUPPLEMENTAL AGREEMENT No. 1, the EMPLOYMENTAGREEMENT is hereby ratified and affirmed in all respects.

#  

IN WITNESSWHEREOF, the parties hereto have executed this SUPPLEMENTAL AGREEMENT No. 1this          day of                     ,200    .

 
| **TEXAS EASTERN PRODUCTS** | **EXECUTIVE:** |
|----------------------------|----------------|
| **PIPELINE COMPANY, LLC**  |           |
|                       |           |
|                       |           |
| By:                        |           |   |   |   |
| Title:                     |           |   | Printed Name: |   |   |
|                            |                |  |  |  |  |

 

2

----