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                                                                   EXHIBIT 10.31


                     TEXAS EASTERN PRODUCTS PIPELINE COMPANY

                NONEMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN


         Texas Eastern Products Pipeline Company, a Delaware corporation (the
"Company"), hereby establishes, effective November 1, 1999, a Deferred
Compensation Plan (the "Plan"), providing for optional deferral of directors'
fees, as described below:

         1.       Eligibility

                  Any member of the Board of Directors of the Company who is not
                  also an employee of Duke Energy Corporation, the Company, or
                  any other company affiliated with Duke Energy Corporation
                  ("Director"), is eligible to participate under the Plan
                  ("Participant").

         2.       Compensation to be Deferred

                  A Director may elect to defer any whole percentage of all
                  directors' fees which may become payable to him or her with
                  respect to services as a Director during any calendar year
                  (the "year"). Directors' fees shall include retainer fees,
                  committee fees, and attendance fees, but shall not include any
                  expense reimbursement.

         3.       Time and Method of Election to Defer

                  a.       In the first year in which a Participant becomes
                           eligible to participate in the Plan (including the
                           first year in which the Plan is in effect), the newly
                           eligible Participant may make an election to defer
                           directors' fees for services to be performed
                           subsequent to such deferral election by completing
                           the deferral election form that has been approved by
                           the Committee ("Deferral Election Form"), and filing
                           it with the Secretary of the Company within thirty
                           (30) days after the date the Participant becomes
                           eligible (or the date the Plan is first in effect).

                  b.       A Participant may elect to defer directors' fees for
                           any subsequent year by completing the Deferral
                           Election Form and filing it with the Secretary of the
                           Company before December 31 of the year preceding the
                           year for which directors' fees shall be deferred.

                  c.       A deferral election for a year shall be irrevocable
                           and shall remain in effect and be deemed a like
                           election for deferral of directors' fees for all
                           subsequent years unless revoked by a new Deferral
                           Election Form filed prior to December 31 of the year
                           preceding the first year for which the new deferral
                           election is to be effective. To the extent a deferral
                           election is not in effect for a year, directors' fees
                           for such year shall be paid by the Company in
                           accordance with its usual procedures.




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         4.       Phantom Investment

                  Each time a Participant files a Deferral Election Form, the
                  Company shall establish an account ("Deferred Compensation
                  Account") in the name of the Participant. The Participant's
                  Deferred Compensation Account shall be increased to reflect
                  the directors' fees deferred by the Participant pursuant to
                  the Deferral Election Form. The Participant's Deferred
                  Compensation Account shall be adjusted for investment gain or
                  loss based upon the phantom investment elected in the Deferral
                  Election Form. The Participant's Deferred Compensation Account
                  shall be decreased to reflect any payment of the balance
                  thereof. Deferred Compensation Accounts shall be maintained by
                  the Company in accordance with such accounting rules and
                  procedures as the Company, in its sole discretion, shall
                  determine. In the Deferral Election Form, the Participant
                  shall irrevocably elect from among the following options, the
                  phantom investment in the Deferred Compensation Account of the
                  directors' fees deferred thereby:

                           100% Fixed Income Phantom Investment

                           100% LP Unit Phantom Investment

                           50% Fixed Income/50% LP Unit Phantom Investment

                  Fixed Income Phantom Investment - quarterly interest on the
                  opening balance for the calendar quarter, at an annual rate of
                  7% or such other annual rate as a majority of the members of
                  the Compensation Committee of the Board of Directors who are
                  not eligible to participate under the Plan may, from time to
                  time, establish.

                  LP Unit Phantom Investment - deemed invested in, or liquidated
                  from, whole and fractional TEPPCO Partners LP Units, based
                  upon the closing price of a TEPPCO Partners LP Unit as
                  reported on the NYSE Composite Reporting System as of the
                  trading day immediately preceding the day on which the
                  directors' fees if not deferred would have been payable, the
                  day on which quarterly cash distributions are paid to holders
                  of TEPPCO Partners LP Units, or the last day of the year that
                  immediately precedes payment of the balance of the Deferred
                  Compensation Account in a lump sum or in an annual
                  installment, whichever day is applicable.

                  Combined Fixed Income and LP Unit Phantom Investment. should
                  the phantom investment in a Deferred Compensation Account be
                  50% Fixed Income/50% LP Unit, any payment of the balance of
                  the Deferred Compensation Account shall be considered taken,
                  to the extent possible, in equal amounts from each phantom
                  investment.




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         5.       Time of Payment

                  The Company shall pay the balance of a Participant's Deferred
                  Compensation Account, in a lump sum, or in five annual
                  installments as determined below, with the lump sum payment
                  or, the first installment payment, as the case may be, being
                  made by January 15 of the year next succeeding the year in
                  which the Participant's service as a Director terminates.
                  Subsequent installment payments shall be made by January 15 of
                  subsequent years.

         6.       Form of Payment

                  In the Deferral Election Form that results in the
                  establishment of the Deferred Compensation Account, a
                  Participant shall elect to have payment of the balance of the
                  Deferred Compensation Account made in one of the following
                  forms:

                  a.       In a lump sum, the amount of which shall be the
                           balance of the Participant's Deferred Compensation
                           Account, as adjusted for phantom investment through
                           the last day of the preceding year; or

                  b.       In five annual installments, the amount of each
                           installment shall be the balance of the Participant's
                           Deferred Compensation Account, as adjusted for
                           phantom investment through the last day of the
                           preceding year and for any installment previously
                           paid, divided by the number of installments not yet
                           paid.

                  Notwithstanding the foregoing:

                  a.       If at the close of the year during which the
                           Participant's service as a Director terminates, the
                           aggregate balance of the Participant's Deferred
                           Compensation Accounts does not exceed $10,000.00, the
                           aggregate balance of the Participant's Deferred
                           Compensation Accounts shall be paid to the
                           Participant in a lump sum by January 15 of the next
                           succeeding year; or

                  b.       In the event of the Participant's death, the
                           aggregate balance of the Participant's Deferred
                           Compensation Accounts shall be paid to the
                           Participant's beneficiary in a lump sum by January 15
                           of the year next succeeding the year in which the
                           Participant died.

         7.       Death Beneficiary

                  A Participant may designate a beneficiary or beneficiaries to
                  receive the aggregate balance of the Participant's Deferred
                  Compensation Account that is unpaid at the time of
                  Participant's death. Such designation, including the
                  revocation of any prior designation by a superseding
                  designation, shall be made by completing the



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                  approved form and filing with the Secretary of the Company. A
                  beneficiary designation by a Participant who is married at the
                  time of his/her death which fails to name the Participant's
                  surviving spouse as the sole beneficiary shall not be
                  effective unless such surviving spouse has consented to the
                  designation in writing, witnessed by the Secretary of the
                  Company, another representative of the Committee or notary
                  public, acknowledging the effect of the designation. Spousal
                  consent shall not be required if, at the time of filing such
                  designation, the Participant established to the satisfaction
                  of the Secretary of the Company that the consent of the
                  Participant's spouse could not be obtained because there is no
                  spouse, the spouse could not be located or there exist such
                  other mitigating circumstances as may be prescribed by the
                  Secretary of the Company. Any spouse's consent (or
                  establishment that the consent could not be obtained) shall be
                  effective only with respect to that spouse. Any Participant
                  may change his/her beneficiary designation at any time by
                  filing with the Secretary of the Company a new beneficiary
                  designation (with such spousal consent as may be required).
                  Such designation shall not become effective until so filed and
                  unless so filed prior to the time of Participant's death. In
                  the event that a beneficiary designation is not in effect at
                  the time of Participant's death or in the event that no
                  designated beneficiary has survived the Participant's death,
                  the Participant's estate shall be the Participant's sole
                  beneficiary.

         8.       Payments to Minors and Incompetents

                  Should the Participant become incompetent or should the
                  Participant's beneficiary be a minor or incompetent, the
                  Company is authorized to make payment to a parent or guardian
                  of such minor or incompetent in full discharge of its
                  obligations to such minor or incompetent under the Plan.

         9.       Distribution Equivalents

                  As soon as possible after each quarterly distribution date,
                  TEPPCO shall credit to each Participant's Deferred
                  Compensation Account, a monetary amount ("Distribution
                  Equivalents") equal to the product of:

                           (a)      the total number of LP Unit phantom
                                    investments in Participant's Deferred
                                    Compensation Account, multiplied by

                           (b)      the distribution paid with respect to a
                                    TEPPCO Partners, L.P. Unit for such quarter.

                  On the date that a credit to Participant's Deferred
                  Compensation Account is made for LP Unit Phantom Investments
                  any monetary balance in such account attributable to
                  Distribution Equivalents will be converted to LP Unit Phantom
                  Investments in accordance with the provisions of Section 4
                  subtitled LP Unit Phantom Investment.



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         10.      Plan Administration

                  The Compensation Committee of the Board of Directors of the
                  Company (the "Committee") is the administrator of the Plan,
                  provided, that any member of the Committee who is eligible to
                  participate under the Plan shall not participate in any
                  decision on any matter regarding the administration of the
                  Plan. As Plan administrator, the Committee shall have full and
                  exclusive authority to control and manage the operation and
                  administration of the Plan. The Committee may adopt such
                  rules, and approve such forms, as may be necessary or
                  desirable for the administration of the Plan and may delegate
                  any of its duties and authority to others. The Committee has
                  the discretion:

                  a.       To interpret and construe the terms and provisions of
                           the Plan (including any rules adopted for the Plan);

                  b.       To correct any defect, supply any omission, or
                           reconcile any inconsistency in the Plan;

                  c.       To decide any claim arising under the Plan; and

                  d.       To make factual determinations in connection with any
                           of the foregoing.

                  A decision by the Committee with respect to any matter
                  pertaining to the Plan shall be conclusive and binding on all
                  interested parties.

         11.      Unfunded Plan

                  The Plan is unfunded. To the extent that a Participant or
                  beneficiary acquires a right to receive payments from the
                  Company under the Plan, such right shall not be greater than
                  the right of an unsecured general creditor of the Company and
                  such right shall be an unsecured claim against the general
                  assets of the Company.

                  Title to and beneficial ownership of any assets, whether cash
                  or investments, which the Company may set aside in a grantor
                  trust or otherwise earmark to pay its obligations hereunder
                  will at all times remain the property of the Company, and
                  neither the Participant nor the Participant's estate or other
                  beneficiary shall have any property interest whatsoever in any
                  specific assets of the Company.

         12.      Nonassignability

                  The right of the Participant to receive payment from the
                  Company under the Plan shall not be assigned, transferred,
                  pledged, or encumbered except as provided by Section 7. Any
                  attempted assignment, transfer, pledge, or encumbrance in
                  violation of this Section 12 shall be null and void.




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         13.      Amendment or Termination

                  The Plan may be amended from time to time or terminated by the
                  Board of Directors of the Company, except that no amendment or
                  termination shall, without the consent of the Participant,
                  impair the rights of the Participant to receive payment of the
                  aggregate balance of the Participant's Deferred Compensation
                  Accounts.

         14.      Governing Law

                  The Plan, and all determinations made and actions taken
                  pursuant thereto, to extent not governed by the provisions of
                  the Internal Revenue Code or the securities laws of the United
                  States, shall be governed by and construed in accordance with
                  the laws of the state of Texas.

         This Plan document has been executed on behalf of the Company this
_____ day of _________________, 1999.


                                             TEXAS EASTERN PRODUCTS
                                             PIPELINE COMPANY


                                             By:
                                                 -------------------------------


                                             Its:
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