**Exhibit 10.4**

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**TEXASEASTERN PRODUCTS PIPELINE COMPANY, LLC2005 PHANTOM UNIT PLAN**

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***EffectiveJanuary 1, 2005***

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**TEXAS EASTERN PRODUCTS PIPELINECOMPANY, LLC2005 PHANTOM UNIT PLAN**

**WHEREAS,**TexasEastern Products Pipeline Company, LLC, a Delaware limited liability company (“*TEPPCO*”), desires to establish the TexasEastern Products Pipeline Company, LLC 2005 Phantom Unit Plan (the “Plan”) forcertain key employees so as to offer them a further incentive to increase theearnings of TEPPCO Partners, L.P.;

**WHEREAS,** it isintended that the Plan shall constitute a bonus program within the meaning ofDepartment of Labor Regulation section 2510.3-2(c) that is exemptfrom coverage under the Employee Retirement Income Security Act of 1974, asamended;

**NOW, THEREFORE,**TEPPCO adopts the Plan as follows:

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**TEXAS EASTERN PRODUCTS PIPELINECOMPANY, LLC2005 PHANTOM UNIT PLAN**TABLEOF CONTENTS
|                                                                         | ** ** | **Section** | ** ** |
|-------------------------------------------------------------------------|------------|-------------|------------|
| **ARTICLE I - PLAN PURPOSE AND  TERM**                                  | ** ** | ** **  | ** ** |
| ** **                                                              | ** ** | ** **  | ** ** |
| Purpose                                                                 |       | 1.1         |       |
| Effective Date  of Plan                                                 |       | 1.2         |       |
|                                                                    |       |        |       |
| **ARTICLE II — DEFINITIONS**                                       | ** ** | ** **  | ** ** |
| ** **                                                              | ** ** | ** **  | ** ** |
| Account                                                                 |       | 2.1         |       |
| Affiliate                                                               |       | 2.2         |       |
| Award                                                                   |       | 2.3         |       |
| Award Agreement                                                         |       | 2.4         |       |
| Board                                                                   |       | 2.5         |       |
| Cause                                                                   |       | 2.6         |       |
| Change in  Control                                                      |       | 2.7         |       |
| Code                                                                    |       | 2.8         |       |
| Committee                                                               |       | 2.9         |       |
| EBITDA                                                                  |       | 2.10        |       |
| Disability                                                              |       | 2.11        |       |
| Employee                                                                |       | 2.12        |       |
| Fair Market  Value                                                      |       | 2.13        |       |
| GAAP                                                                    |       | 2.14        |       |
| Grantee                                                                 |       | 2.15        |       |
| Partnership                                                             |       | 2.16        |       |
| Performance  Period                                                     |       | 2.17        |       |
| Phantom Units                                                           |       | 2.18        |       |
| Plan                                                                    |       | 2.19        |       |
| Separation From  Service                                                |       | 2.20        |       |
| TEPPCO                                                                  |       | 2.21        |       |
| Unit                                                                    |       | 2.22        |       |
| Vested  Percentage                                                      |       | 2.23        |       |
|                                                                    |       |        |       |
| **ARTICLE III — AWARDS**                                           | ** ** | ** **  | ** ** |
| ** **                                                              | ** ** | ** **  | ** ** |
| Granting of  Awards                                                     |       | 3.1         |       |
| Terms of Awards                                                         |       | 3.2         |       |
| Special Ledger                                                          |       | 3.3         |       |
| Adjustments Due  to Changes in the Partnership’s Capital Structure |       | 3.4         |       |
|                                                                    |       |        |       |
| **ARTICLE IV — PHANTOM UNIT  REDEMPTION PAYMENTS**                 | ** ** | ** **  | ** ** |
| ** **                                                              | ** ** | ** **  | ** ** |
| Determination of  Whether Performance Goals Achieved                    |       | 4.1         |       |
| Redemption Payments                                                     |       | 4.2         |       |
| No Interest on  Award                                                   |       | 4.3         |       |
| Redemption  Payment on Death of Grantee                                 |       | 4.4         |       |

 

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| Redemption Payment on  Disability of Grantee                              |       | 4.5        |       |
|---------------------------------------------------------------------------|------------|------------|------------|
|                                                                      |       |       |       |
| **ARTICLE V — UNIT DISTRIBUTION  EQUIVALENT PAYMENTS**               | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| Quarterly Unit  Distribution Equivalent Payments                          |       | 5.1        |       |
| Quarterly Unit  Distribution Equivalent Payments on Death of Grantee      |       | 5.2        |       |
| Quarterly Unit  Distribution Equivalent Payments on Disability of Grantee |       | 5.3        |       |
|                                                                      |       |       |       |
| **ARTICLE VI — VESTING OF AWARDS**                                   | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| Determination of  Vested Percentage                                       |       | 6.1        |       |
| Forfeiture Upon  Separation From Service                                  |       | 6.2        |       |
| Complete  Forfeiture for Cause                                            |       | 6.3        |       |
| Treatment of  Forfeited Interest in Awards                                |       | 6.4        |       |
|                                                                      |       |       |       |
| **ARTICLE VII — ADMINISTRATION**                                     | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| General                                                                   |       | 7.1        |       |
| Powers of  Committee                                                      |       | 7.2        |       |
| Committee  Discretion                                                     |       | 7.3        |       |
| Disqualification  of Committee Member                                     |       | 7.4        |       |
|                                                                      |       |       |       |
| **ARTICLE VIII — AMENDMENT OR  TERMINATION OF PLAN**                 | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| **ARTICLE IX - FUNDING**                                                  | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| Payments Under  the Plan Are the Obligation of TEPPCO                     |       | 9.1        |       |
| Grantees Must  Rely Solely on the General Credit of TEPPCO                |       | 9.2        |       |
| Unfunded  Arrangement                                                     |       | 9.3        |       |
|                                                                      |       |       |       |
| **ARTICLE X — MISCELLANEOUS**                                        | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | ** ** | ** ** |
| No Employment  Obligation                                                 |       | 10.1       |       |
| Tax Withholding                                                           |       | 10.2       |       |
| Indemnification  of the Committee                                         |       | 10.3       |       |
| Gender and  Number                                                        |       | 10.4       |       |
| Headings                                                                  |       | 10.5       |       |
| Other  Compensation Plans                                                 |       | 10.6       |       |
| Rights of  Company and Affiliates                                         |       | 10.7       |       |
| Nonalienation of  Benefits                                                |       | 10.8       |       |
| No Rights as an  Owner                                                    |       | 10.9       |       |
| Governing Law                                                             |       | 10.10      |       |

 

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# **ARTICLE I**

# **PLANPURPOSE AND TERM**

## 1.1           ***Purpose.***The Plan is intended toprovide those persons who have substantial responsibility for the growth ofTEPPCO with additional incentives to increase the earnings of TEPPCO Partners,L.P.

## 2.0           ***Effective Date of Plan.***The Plan iseffective January 1, 2005.

 

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# **ARTICLEII**

# **DEFINITIONS**

The words and phrases defined in this Article shallhave the meaning set out in these definitions throughout the Plan, unless thecontext in which any such word or phrase appears reasonably requires a broader,narrower, or different meaning.

## 2.1           ***“Account”*** means a bookkeeping ledgermaintained by the Committee that reflects the number of Phantom Units awardedto the Grantee which have not been redeemed or forfeited.

## 2.2           ***“Affiliate”*** means an entity that istreated as a single employer together with TEPPCO for certain employee benefitpurposes under section 414 of the Code.

## 2.3           ***“Award”*** means a bonus opportunitygranted under the Plan.

## 2.4           ***“Award Agreement”*** means the writtenagreement between TEPPCO and a Grantee that sets forth the terms of an Award.

## 2.5           ***“Board”***  means the Board of Directors of TEPPCO.

## 2.6           ***“Cause”*** means (a) the willfuland continued failure by the Grantee to substantially perform his duties forTEPPCO or its Affiliate(s) (other than such failure resulting from hisincapacity due to physical or mental illness) after demand for substantialperformance has been delivered to him by TEPPCO that specifically identifiesthe manner in which TEPPCO believes the Grantee has not substantially performedhis duties; (b) the willful engaging by the Grantee in gross misconductmaterially and demonstrably injurious to the property or business of TEPPCO orany of its Affiliates; or (c) the willful material violation of any TEPPCOor Partnership policies regarding the protection of confidential informationand/or proprietary information or the material violation of any non-competeagreement between the Grantee TEPPCO. For purposes of this definition, no actor failure to act on the Grantee’s part will be considered willful unless done,or omitted to be done, by him not in good faith and without reasonable beliefthat his act or omission was in the best interests of TEPPCO or its Affiliatesor not opposed to the interests or TEPPCO or its Affiliates.

## 2.7           ***“Change in Control”*** means

### (i)                                     anyperson becomes the beneficial owner, directly or in- directly, of  securities of the Partnership representing 66  percent or more of thePartnership’s then outstanding Units; or

### (ii)                                  anyperson becomes the beneficial owner, directly or indirectly, of 50 percent ormore of the Units and TEPPCO delivers notice of withdrawal or is otherwiseremoved as the general partner of the Partnership; or

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

### (iv)                              anyperson is or becomes the beneficial owner, directly or indirectly, ofsecurities of TEPPCO representing more than 50 percent of the combined votingpower of TEPPCO’s then outstanding voting securities; or

### (v)                                 allor substantially all of the assets and business of TEPPCO, the Partnership, TEProducts Pipeline Company, Limited Partnership or  TCTM, L.P. are sold, transferred or assignedto, or otherwise acquired by, any person or persons; or

### (vi)                              thedissolution or liquidation of the Partnership, TCTM, L.P. or TEPPCO; or

### (vii)                           theadoption by the Board of a resolution to the effect that any person hasacquired effective control of the business and affairs of TEPPCO, thePartnership or TE Products Pipeline Company, Limited Partnership or TCTM, L.P

For purposes of this definition, the term “beneficialowner” shall have the meaning set forth in Section 13(d) of theSecurities Exchange Act of 1934, as amended, and in the regulations promulgatedthereunder. The term “person” shall mean an individual, corporation,partnership, trust, unincorporated organization, association or other entityprovided that the term “person” shall not include (a) Duke EnergyCorporation (“*Duke*”), (b) anyaffiliate of Duke, or (c) any employee benefit plan maintained by Duke orany affiliate of Duke. For purposes of this definition, the term “affiliate” or“affiliates” shall mean when used with respect to a specified person or entity,any other person or entity directly or indirectly controlled by, controlling,or under direct or indirect common control with the specified person or entity.For the purpose of this definition, “control” or “controlled” when used withrespect to any specified person or entity means the power to direct themanagement and policies of that person or entity whether through the ownershipof voting securities, membership interest or by contract.

## 2.8           ***“Code”*** means the Internal RevenueCode of 1986, as amended.

## 2.9           ***“Committee”*** means members of theCompensation Committee of the Board.

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## 2.10         ***“EBITDA”*** means the the Partnership’searnings before minority interest, interest expense-net, other income-net,income taxes, depreciation and amortization as presented in the Partnership’sfinancial statements prepared in accordance with GAAP plus TEPPCO’sproportional share of the EBITDA of its equity investments, except that forpurposes of the Plan, in its discretion the Committee may exclude gains orlosses from extraordinary, unusual or non-recurring items.

## 2.11         ***“Disability”***  means the Separation From Service of theGrantee due to a medically determinable mental or physical impairment whichshall prevent the Grantee from engaging in any substantial gainful activity andwhich can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months and which (a) was not contracted,suffered or incurred while the Grantee was engaged in, and did not result fromthe Grantee having engaged in, a felonious criminal enterprise; (b) didnot result from addiction to narcotics; (c) did not result from an injuryincurred while a member of the Armed Forces of the United States for which theGrantee receives a military pension; and (d) did not result from anintentionally self-inflicted injury.

## 2.12         ***“Employee”*** means a person who isemployed by TEPPCO as a common law employee.

## 2.13         ***“Fair Market Value”*** means the closing price of a Unit as reportedon the New York Stock Exchange, Inc. Composite Transactions ReportingSystem on the applicable date, or if there have been no reported sales on suchdate, on the last preceding date on which reported sales were effected.

## 2.14         ***“GAAP”***means United States ofAmerica generally accepted accounting principles, consistently applied, or,when none apply, other sound accounting methodology as determined by theCommittee.

## 2.15         ***“Grantee”*** means an Employee who hasbeen granted an Award under the Plan.

## 2.16         ***“Partnership”*** means TEPPCOPartners, L.P., a Delaware limited partnership.

## 2.17         ***“Performance Period”*** means theperiod of time specified by the Committee in a Grantee’s Award Agreement.

## 2.18         ***“Phantom Units”*** means a conditionalpromise by TEPPCO to make payment to a Grantee in cash, determined by referenceto Units and in accordance with the terms of the Plan and the applicable AwardAgreement.

## 2.19         ***“Plan”*** means the Texas EasternProducts Pipeline Company, LLC 2005 Phantom Unit Plan, as set forth in thisdocument and as it may be amended from time to time.

## 2.20         ***“Separation From Service”*** means thetermination of the employment relationship between the Grantee and TEPPCO andall Affiliates.

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## 2.21         ***“TEPPCO”*** means Texas EasternProducts Pipeline Company, LLC, a Delaware limited liability company.

## 2.22         ***“Unit”*** means a limited partnershipunit in the Partnership.

## 2.23         ***“Vested Percentage”*** means a Grantee’snonforfeitable interest in his Award determined in accordance with Article VI.

 

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**ARTICLE III**

**AWARDS**

## 3.1           ***Granting of Awards.***The Committeemay grant to those high performing middle management employees of TEPPCO as itshall determine Awards under the terms and conditions of the Plan.

## 3.2           ***Terms of Awards***. The terms of eachAward shall be specified in an Award Agreement. An Award Agreement shallspecify (a) the number of Phantom Units subject to the Award, (b) thedate on which the Award is granted, (c) the Performance Goals applicableto the Award, (d) the manner in which the Grantee’s Vested Percentage isto be determined, and (e) any other provisions that the Committee deemsappropriate that are not inconsistent with the terms of the Plan;*provided*, *however*, thatthe Committee may include in a Grantee’s Award Agreement provisions relating tothe effect of a Change in Control on the Grantee’s Award that overridespecified provisions of the Plan.

## 3.3           ***Special Ledger.***The Committee shallestablish or cause to be established an appropriate record that will reflectthe name of each Grantee and all other information necessary to properlyreflect each Grantee’s Awards made by the Committee.

## 3.4           ***Adjustments Due to Changes in the Partnership’sCapital Structure.***If the Partnership shall effect a subdivisionor consolidation of Units or other capital readjustment, or other increase orreduction of the number of Units outstanding, without receiving compensationfor it in money, services or property, then the number of Phantom Units subjectto outstanding Awards under the Plan shall be appropriately adjusted by theCommittee in such a manner as to entitle a Grantee to receive the equivalentcompensation he would have received under the Award had there been no eventrequiring the adjustment.

 

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**ARTICLE IV**

**PHANTOM UNITREDEMPTION PAYMENTS**

## 4.1           ***Determination of Whether Performance Goals Achieved.***As soon as administratively practicable after the end of thePerformance Period, the Committee shall determine the extent to which thePerformance Goals specified in a Grantee’s Award Agreement have been satisfied.A Grantee shall have no legally binding right to receive a redemption paymentunder his Award pursuant to Section 4.2 until the date on which theCommittee officially determines the extent to which the Performance Goalsspecified in his Award Agreement have been achieved (the “*DeterminationDate*”).

## 4.2           ***Redemption Payments.***As soon asadministratively practicable after the Determination Date (and in no eventlater than March 15 following the calendar year in which suchdetermination has been made), TEPPCO shall pay the Grantee in a single sum incash an amount equal to the product of (A), (B) and (C) where (A) isthe average of the Fair Market Values of a Unit over the ten consecutivetrading days immediately preceding the Determination Date, (B) is thenumber of Phantom Units granted under the Grantee’s Award Agreement, and (C) isthe Grantee’s Vested Percentage. Upon such redemption of the Phantom Unit thePhantom Unit shall no longer be credited to the Grantee’s Account.

## 4.3           ***No Interest on Award.***No interestshall be credited with respect to any Award or any payment under an Award.

## 4.4           ***Redemption Payment on Death of Grantee.***Inthe event of the death of a Grantee before the Grantee has received aredemption payment under his Award pursuant to Section 4.2, TEPPCO shallpay the Grantee’s Spouse if the Spouse survives the Grantee, or  the Grantee’s estate if the Grantee’s Spousedoes not survive the Grantee, in a single sum in cash an amount equal to theamount of redemption payment the Grantee would have received under Section 5.1had he not died multiplied by a fraction, the numerator of which is the numberof days the Grantee was employed by TEPPCO or any of its Affiliates during theapplicable Performance Period and the denominator of which is the number of daysduring the Performance Period.  Anypayment under this Section 4.5 shall be made at the same time the paymentwould have been made to the Grantee pursuant to Section 4.2 had he notdied.

## 4.5           ***Redemption Payment on Disability of Grantee***.In the event of the Disability of a Grantee before the Grantee has received aredemption payment under his Award pursuant to Section 4.2, TEPPCO shallpay the Grantee (or  his legal guardianon his behalf in the event he has been judicially determined to beincapacitated) an amount equal to the amount of redemption payment the Granteewould have received under Section 4.2 had he not incurred a Disabilitymultiplied by a fraction, the numerator of which is the number of days theGrantee was employed by TEPPCO or any of its Affiliates during the applicablePerformance Period and the denominator of which is the number of days duringthe Performance Period. Any payment under this Section 4.5 shall be madeat the same time the payment would have been made to the Grantee pursuant to Section 4.2had he not incurred a Disability.

 

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**ARTICLE V**

**UNIT DISTRIBUTIONEQUIVALENT PAYMENTS**

## 5.1           ***Quarterly Unit Distribution Equivalent Payments.***Eachtime quarterly cash distributions are paid to Unit owners, as soon asadministratively practicable thereafter TEPPCO shall pay to each Grantee incash an amount equal to the product of the number of Phantom Units thencredited to the Grantee’s Account and the amount of the cash distribution paidper Unit by the Partnership. A Grantee shall have no legally binding right toreceive any payment pursuant to this Section 5.1 until the date on whichthe applicable quarterly cash distributions to Unit holders are paid to Unitholders.

## 5.2           ***Quarterly Unit Distribution Equivalent Payments onDeath of Grantee.***In the event of the death of a Grantee beforethe Grantee has received a redemption payment under his Award pursuant to Section 4.2,TEPPCO shall pay the Grantee’s Spouse if the Spouse survives the Grantee,or  the Grantee’s estate if the Grantee’sSpouse does not survive the Grantee, the quarterly Unit distribution equivalentpayments the Grantee would have received under Section 5.1 had he not died. Any payment under this Section 5.2shall be made at the same time the payment would have been made to the Granteepursuant to Section 5.1 had he not died.

## 5.3           ***Quarterly Unit Distribution Equivalent Payments onDisability of Grantee.***In the event of the Disability of aGrantee before the Grantee has received a redemption payment under his Awardpursuant to Section 4.2, TEPPCO shall pay the Grantee (or  his legal guardian on his behalf in the eventhe has been judicially determined to be incapacitated) any quarterly Unitdistribution equivalent payments the Grantee would have received under Section 5.1had he not incurred a Disability. Any payment under this Section 5.3 shallbe made at the same time the payment would have been made to the Granteepursuant to Section 5.1 had he not incurred a Disability.

 

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#  

**ARTICLE VI**

**VESTING OF AWARDS**

## 6.1           ***Determination of Vested Percentage.***Onthe Determination Date the Committee shall determine the Grantee’s VestedPercentage, which shall be based upon the achievement of Performance Goalsspecified in the Grantee’s Award Agreement.

## 6.2           ***Forfeiture Upon Separation From Service.***Ifa Grantee incurs a Separation From Service during the Performance Period otherthan as a result of death or Disability, his Award shall be immediatelyforfeited.

## 6.3           ***Complete Forfeiture for Cause.***NotwithstandingSection 5.1 of the Plan, if prior to the date that is 120 days prior tothe occurrence of a Change of Control the Committee finds by a majority voteafter full consideration of the facts that a Grantee was discharged from theemploy of TEPPCO or an Affiliate for Cause, the Grantee shall immediately forfeithis Award to the extent he has not yet been paid benefits pursuant to the Award.The decision of the Committee as to the cause of the Grantee’s discharge shallbe final. No decision of the Committee shall affect the finality of thedischarge of the Grantee.  No Planbenefits shall be forfeited pursuant to this Section 6.3 after the datethat is 120 days prior to the occurrence of a Change of Control.

## 6.4           ***Treatment of Forfeited Interests in Awards.***Ifa Grantee’s interest in an Award is fully or partially forfeited for anyreason, his forfeited interest in the Award shall not be applied to increasethe amounts payable under the Plan for any other Grantee.

 

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**ARTICLE VII**

**ADMINISTRATION**

## 7.1           ***General***. The Plan shall beadministered by the Committee. All questions of interpretation and applicationof the Plan and Awards shall be subject to the determination of the Committee. Amajority of the members of the Committee shall constitute a quorum. Alldeterminations of the Committee shall be made by a majority of its members. Anydecision or determination reduced to writing and signed by a majority of themembers shall be as effective as if it had been made by a majority vote at ameeting properly called and held.

## 7.2           ***Powers of Committee.***The Committeeshall have the exclusive responsibility for the general administration of thePlan according to the terms and provisions of the Plan and will have all thepowers necessary to accomplish those purposes, including but not by way oflimitation the right, power and authority:

#### (a)                                  tomake rules, regulations and administrative guidelines for the administration ofthe Plan;

#### (b)                                 toconstrue all terms, provisions, conditions and limitations of the Plan;

#### (c)                                  tocorrect any defect, supply any omission or reconcile any inconsistency that mayappear in the Plan in the manner and to the extent it deems expedient to carrythe Plan into effect for the greatest benefit of all parties at interest;

#### (d)                                 todetermine all controversies relating to the administration of the Plan,including but not limited to:

##### (1)                                  differencesof opinion arising between TEPPCO and a Grantee; and

##### (2)                                  anyquestion it deems advisable to determine in order to promote the uniformadministration of the Plan for the benefit of all parties at interest;

#### (e)                                  todetermine the Employees who shall participate in the Plan from time to time;

#### (f)                                    todetermine the number of Phantom Units to be awarded to each Grantee; and

#### (g)                                 todetermine the terms and conditions, if any, not inconsistent with the terms ofthe Plan that are to be placed upon the Award or Awards given to a particularGrantee.

## 7.3           ***Committee Discretion***. The Committeein exercising any power or authority granted under the Plan or in making anydetermination under the Plan shall perform or refrain 

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##  

## from performing those acts in its sole discretion and judgment. Anydecision made by the Committee or any refraining to act or any act taken by theCommittee in good faith shall be final and binding on all parties. TheCommittee’s decisions shall never be subject to de novo review, but insteadshall only be overturned if found to be arbitrary or capricious by anarbitrator or a court of law.

## 7.4           ***Disqualification of Committee Member.***Amember of the Committee shall not vote or act on any Plan matter relatingsolely to himself.

 

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**ARTICLE VIII**

**AMENDMENT ORTERMINATION OF PLAN**

The Board may amend, terminate or suspend the Plan atany time, in its sole and absolute discretion. However, no amendment ortermination of the Plan may, without the consent of a Grantee, reduce the Grantee’sright to a payment under the Plan that he is entitled to receive under theterms of the Plan in effect prior to the amendment or termination.

 

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#  

**ARTICLE IX**

**FUNDING**

## 9.1           ***Payments Under the Plan Are the Obligation ofTEPPCO.***Benefits due under the Plan will be paid by TEPPCO.

## 9.2           ***Grantees Must Rely Solely on the General Credit ofTEPPCO.***The Plan is only a general corporate commitment ofTEPPCO and each Grantee must rely solely upon the general credit of TEPPCO forthe fulfillment of its obligations hereunder. Under all circumstances therights of the Grantee to any asset held by TEPPCO will be no greater than therights expressed in the Plan. Nothing contained in the Plan or an Award  will constitute a guarantee by TEPPCO thatthe assets of TEPPCO will be sufficient to pay any benefits under the Plan orwould place the Grantee in a secured position ahead of general creditors ofTEPPCO; the Grantees are only unsecured creditors of TEPPCO with respect totheir Plan benefits and the Plan constitutes a mere promise by TEPPCO to makebenefit payments in the future. No specific assets of TEPPCO have been or willbe set aside, or will be pledged in any way for the performance of TEPPCO’sobligations under the Plan which would remove such assets from being subject tothe general creditors of TEPPCO.

## 9.3           ***Unfunded Arrangement.***It is intendedthat the Plan shall be unfunded for tax purposes and for purposes of Title ofthe Employee Retirement Income Security Act of 1974, as amended.

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#  

**ARTICLE X**

**MISCELLANEOUS**

## 10.1         ***No Employment Obligation.***Thegranting of any Award shall not constitute an employment contract, express orimplied, nor impose upon TEPPCO or any Affiliate any obligation to employ orcontinue to employ the Grantee. The right of TEPPCO or any Affiliate toterminate the employment of any person shall not be diminished or affected byreason of the fact that an Award has been granted to him.

## 10.2         ***Tax Withholding.***TEPPCO shall beentitled to deduct from payments made under an Award or other compensationpayable to each Grantee any sums required by federal, state, or local tax lawto be withheld with respect to payments under the Award.

## 10.3         ***Indemnification of the Committee.***TEPPCOshall indemnify each present and future member of the Committee against, andeach member of the Committee shall be entitled without further act on his partto indemnity from TEPPCO for, all expenses (including attorney’s fees, the amountof judgments and the amount of approved settlements made with a view to thecurtailment of costs of litigation, other than amounts paid to TEPPCO itself)reasonably incurred by him in connection with or arising out of any action,suit, or proceeding in which he may be involved by reason of his being orhaving been a member of the Committee, whether or not he continues to be amember of the Committee at the time of incurring the expenses — including,without limitation, matters as to which he shall be finally adjudged in anyaction, suit or proceeding to have been found to have been negligent in theperformance of his or her duty as a member of the Committee. However, thisindemnity shall not include any expenses incurred by any member of theCommittee in respect of matters as to which he shall be finally adjudged in any action, suit or proceeding to have beenguilty of gross negligence or willful misconduct in the performance of his dutyas a member of the Committee. In addition, no right of indemnification underthe Plan shall be available to or enforceable by any member of the Committeeunless, within 60 days after institution of any action, suit or proceeding, heshall have offered TEPPCO, in writing, the opportunity to handle and defendsame at its own expense. This right of indemnification shall inure to thebenefit of the heirs, executors or administrators of each member of theCommittee and shall be in addition to all other rights to which a member of theCommittee may be entitled as a matter of law, contract, or otherwise.

## 10.4         ***Gender and Number***. If the contextrequires, words of one gender when used in the Plan shall include the other andwords used in the singular or plural shall include the other.

## 10.5         ***Headings***. Headings of Articles andSections are included for convenience of reference only and do not constitutepart of the Plan and shall not be used in construing the terms of the Plan.

## 10.6         ***Other Compensation Plans***. Theadoption and maintenance of the Plan shall not affect any other stock option,incentive or other compensation or benefit plans in effect for 

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## TEPPCO or any Affiliate or preclude TEPPCO from establishing any otherforms of incentive or other compensation for employees of TEPPCO or anyAffiliate.

## 10.7         ***Rights of Company and Affiliates.***Theexistence of Phantom Units shall not affect in any way the right or power ofTEPPCO or an Affiliate to (a) make or authorize any or all adjustments,recapitalizations, reorganizations or other changes in TEPPCO’s or an Affiliate’s  structure or business, (b) approve andconsummate any merger or consolidation of TEPPCO or an Affiliate  with or into any entity, (c) issue anybonds, debentures or Company or Affiliate interests of any nature whatsoever toany person, (d) approve and consummate the dissolution or liquidation ofTEPPCO or an Affiliate or any sale or transfer of all or any part of TEPPCO’sor an Affiliate’s assets or business or (e) approve and consummate anyother act or proceeding whether of a similar character or otherwise.

## 10.8         ***Nonalienation of Benefits.***Nobenefit provided under the Plan shall be transferable by the Grantee exceptpursuant to a state domestic relations order. No right or benefit under thePlan shall be subject to anticipation, alienation, sale, assignment, pledge,encumbrance or charge. Any attempt to anticipate, alienate, sell, assign,pledge, encumber or charge any right or benefit under the Plan shall be void. Noright or benefit under the Plan shall, in any manner, be liable for or subjectto any debts, contracts, liabilities or torts of the person entitled to theright or benefit. If any Grantee becomes bankrupt or attempts to anticipate,alienate, assign, pledge, sell, encumber or charge any right or benefit underthe Plan then the right or benefit shall, in the discretion of the Committee,cease. In that event, TEPPCO and/or one or more Affiliates may hold or applythe right or benefit or any part of the right or benefit for the benefit of theGrantee, his  spouse, children or otherdependents or any of them in the manner and in the proportion that theCommittee shall deem proper, in its sole discretion, but is not required to doso. The restrictions in this Section 9.8 shall not apply to state domesticrelations orders.

## 10.9         ***No Rights as an Owner.***No Granteeshall have any rights as a Unit owner as a result of his Award. No Award willpermit any Grantee to exercise any managerial rights or powers with respect toTEPPCO, the Partnership or any Affiliate.

## 10.10       ***Governing Law***. The validity,interpretation, construction and enforceability of the Plan shall be governedby the laws of the State of Texas.

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**IN WITNESS WHEREOF,**TEPPCO has caused this Agreement to be executed by its authorized officer onthis 23rd day of February, 2005, effective as of January 1, 2005.

 
|        | **TEXAS EASTERN PRODUCTS PIPELINE   COMPANY, LLC** |
|--------|----------------------------------------------------|
|   |                                               |   |
|   |                                               |   |
|   | By:                                                | /s/ BARRY R. PEARL |
|   | Title:                                             | President and Chief Executive Officer |
|   |                                               |   |
|   |                                               |   |

 

 

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