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                                                                   EXHIBIT 10.24


                    TEXAS EASTERN PRODUCTS PIPELINE COMPANY
                     RETENTION INCENTIVE COMPENSATION PLAN


I.      PURPOSE OF THE PLAN

        The Texas Eastern Products Pipeline Company Retention Incentive
Compensation Plan (the "Plan") is intended to provide a method whereby employees
who are responsible for the management, growth and protection of TEPPCO and/or
the Partnerships, and who are making and are expected to continue making
substantial contributions to the successful growth of TEPPCO and the
Partnerships, may be stimulated by personal involvement in the profits of TEPPCO
Partners, L.P. to continue to serve TEPPCO and the Partnerships, thereby
advancing the interests of TEPPCO and the Partnerships.

II.     EFFECTIVE DATE OF PLAN

        The Plan shall be and is hereby adopted effective as of January 1, 1999.

III.    DEFINITIONS

        Unless the meaning is clearly different when used in context, these
terms shall have the following meanings:

        A.      "Administrative Guidelines" shall mean the interpretive
                guidelines approved by the Committee providing the foundation
                for administration of the Plan.

        B.      "Award Agreement" shall mean an agreement entered into between
                TEPPCO and a Participant setting forth the terms and conditions
                applicable to the award granted to the Participant.

        C.      "Board" shall mean the Board of Directors of Texas Eastern
                Products Pipeline Company.

        D.      "Committee" shall mean the Compensation Committee of the Board.
                No Committee member shall be eligible to participate in the Plan
                during the term for which he or she was appointed to the
                Committee.

        E.      "Eligible Employee" shall mean a person who is a regular,
                full-time salaried employee of TEPPCO who performs services on a
                full-time basis for TEPPCO and/or the Partnerships or their
                subsidiaries in an executive, administrative or professional
                capacity.

        F.      "Limited Partnership Unit" shall mean a single limited
                partnership unit interest in TEPPCO Partners, L.P.


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        G.      "Market Value" shall mean the closing price of a Limited
                Partnership Unit as of the applicable valuation date on The New
                York Stock Exchange, Inc. Composite Transactions Quotations (or,
                in the event such quotations are no longer published, on the
                principal national securities exchange on which the Limited
                Partnership Units are sold) or, if there shall have been no sale
                on such date, on the last preceding date on which a sale or
                sales were effected on one or more of the exchanges included in
                The New York Stock Exchange, Inc. Composite Transactions
                Quotations (or on such principal national exchange).

        H.      "Participant" or "Participants" shall mean an Eligible
                Employee(s) to whom an award of Phantom Units has been granted
                hereunder.

        I.      "Partnerships" shall mean TEPPCO Partners, L.P., TE Products
                Pipeline Company, Limited Partnership and/or TCTM, L.P. and
                their subsidiaries.

        J.      "Phantom Unit Account" or "Account" shall mean the account
                established for each Participant pursuant to Paragraph C of
                Article VI.

        K.      "Phantom Units" shall mean the conditional promise by TEPPCO to
                make a payment to the Participant in cash, determined by
                reference to the Limited Partnership Units and in accordance
                with the provisions of this Plan and Administrative Guidelines.
                Crediting of Phantom Units to a Participant's Account may be
                contingent on certain performance targets established by the
                Committee.

        L.      "Plan" shall mean the Texas Eastern Products Pipeline Company
                Retention Incentive Compensation Plan.

        M.      "TEPPCO" shall mean Texas Eastern Products Pipeline Company
                and/or any other company that adopts the Plan for the benefit of
                its employees with the authorization and approval of the Board.
                Any such adoption shall be subject to any terms and conditions
                prescribed by the Board.

IV.     ADMINISTRATION AND INTERPRETATION OF THE PLAN

        A.      The Plan shall be administered by the Committee or its designee.
                The Committee shall have sole and absolute discretion to
                construe and interpret the Plan and any instrument or agreement
                related thereto, including, without limitation, the power to
                construe and interpret doubtful or contested terms herein and
                therein, and, subject to the provisions herein set forth, to
                prescribe, amend and rescind rules and regulations and make all
                other determinations necessary or desirable for the
                administration of the Plan.

        B.      The decision of the Committee relating to any question
                concerning or involving the interpretation or administration of
                the Plan and any instrument or agreement 


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                relating thereto shall be final and conclusive, and nothing in
                the Plan and any instrument or agreement shall be deemed to give
                any officer or employee, or his or her legal representatives,
                any right to participate in the Plan, except to such extent, if
                any, as the Committee may have determined or approved pursuant
                to the provisions of the Plan.

        C.      The Committee shall have sole and absolute discretion to
                determine the amount of an award to an Eligible Employee
                pursuant to the Plan and any instrument or agreement relating
                thereto in the event the Committee determines such award is
                merited and to determine whether any portion or all of the award
                is payable under the Plan.

        D.      This Plan shall be governed by, construed and enforced in
                accordance with the internal laws of the State of Texas and,
                where applicable, the laws of the United States.

V.      ELIGIBLE EMPLOYEES

        A.      Phantom Units may be awarded under the Plan only to Eligible
                Employees. Members of the Committee, and any member of the Board
                who is not an employee of TEPPCO, are ineligible to receive
                Phantom Units under the Plan.

        B.      Each Eligible Employee who receives an award of Phantom Units
                shall be a Participant.

        C.      Notwithstanding anything to the contrary in the Award Agreement
                and any Phantom Unit Award Certificate, and except as otherwise
                provided in this Plan, an individual will cease to be a
                Participant and forfeit all benefits under the Plan once he or
                she terminates his or her employment with TEPPCO, and ceases to
                be an Eligible Employee.

VI.     PHANTOM UNITS

        A.      Awards shall be granted to Eligible Employees in Phantom Units.
                All awards made pursuant to this Plan are in consideration of
                services performed or to be performed for TEPPCO and/or the
                Partnerships. Crediting of Phantom Units to a Participant's
                Account may be contingent on certain performance targets
                established by the Committee.

        B.      Phantom Unit awards shall be awarded to Eligible Employees under
                such terms and conditions as the Committee shall prescribe;
                provided, however, such Phantom Units so awarded shall be valued
                at the Market Value of a Limited Partnership Unit as of the
                grant date.



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        C.      The Committee shall establish and maintain for each Participant
                a Phantom Unit Account which will be used to determine the
                amount of Phantom Units that a Participant shall be credited
                under Article VII as of any particular date.

        D.      Each award under this Plan may be evidenced by an Award
                Agreement setting forth the terms and conditions, as determined
                by the Committee, applicable to the award. Award Agreements
                shall include the following terms:

                1.      Non-Assignability. A provision that no award shall be
                        assignable or transferable.

                2.      Termination of Employment. Provisions governing the
                        disposition of an award in the event of the termination
                        of a Participant's employment.

                3.      Withholding. A provision requiring the withholding of
                        all taxes as required by law.

                4.      Miscellaneous. Such other terms and conditions,
                        including, without limitation, the criteria for
                        determining vesting of awards, the amount or value of
                        awards, termination of awards for cause, as are
                        necessary and appropriate to effect the purposes of the
                        Plan.

        F.      If there shall be any change in the number or kind of Limited
                Partnership Unit interests, and if the Board shall, in its sole
                discretion, determine that such change equitably requires an
                adjustment in the number of the Phantom Units then awarded to
                the Participants and/or credited to Participant's Phantom Unit
                Accounts under the Plan, then such adjustment shall be made by
                the Board and shall be effective and binding for all purposes
                under the Plan. In making any such substitution or adjustment
                pursuant to this paragraph, fractional interests may be ignored.

VII.    CREDIT AND REDEMPTION OF PHANTOM UNITS AND LIMITATIONS

        A.      Phantom Units awarded to a Participant shall be credited to a
                Participant's Phantom Unit Account and redeemed in accordance
                with such terms and conditions as the Committee shall prescribe.

        B.      Any unredeemed Phantom Units credited to the Phantom Unit
                Account of a Participant who retires from TEPPCO and who at the
                time of his or her retirement was an Eligible Employee, shall be
                redeemed as of the effective date of such retirement. Phantom
                Units that have been awarded, but not credited, to a
                Participant's Account shall be deemed forfeited as of the date
                of the Participant's retirement.



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        C.      Except as provided in Paragraphs A and B of this Article VII, if
                a Participant ceases to be an Eligible Employee upon his or her
                termination of employment with TEPPCO for any reason, any
                unredeemed Phantom Units credited to the Phantom Unit Account of
                the Participant shall be redeemed as of such date. Distribution
                of cash for Phantom Units redeemed upon the death of an employee
                shall be made to the Participant's surviving spouse, or if no
                surviving spouse exists, to his or her estate or legal
                representative. Phantom Units that have been awarded, but not
                credited, to a Participant's Account shall be deemed forfeited
                as of the date of the Participant's termination of employment.

        D.      Notwithstanding anything to the contrary herein, the Committee,
                in its discretion, may accelerate the crediting of Phantom Units
                to a Participant's Phantom Unit Account and/or the redemption of
                Phantom Units of any Participant in the event of circumstances
                of unusual hardship to such Participant. The Committee's
                decision as to acceleration of Phantom Units under this
                paragraph shall be conclusive.

        E.      The cash value of each Phantom Unit will be based on the Market
                Value of a Limited Partnership Unit as of the date of
                redemption. The Committee shall establish the necessary
                procedures for redemption of Phantom Units. Cash payments under
                this Plan shall be made no later than 15 business days following
                the proper redemption date of the Phantom Units.

VIII.   QUARTERLY DISTRIBUTIONS

        A.      As of each quarterly distribution date, TEPPCO shall pay to each
                Participant an amount equal to the product of:

                1.      the total number of Phantom Units awarded (whether or
                        not then credited to the Participant's Phantom Unit
                        Account) to a Participant less the total number of
                        Phantom Units redeemed before the distribution record
                        date, multiplied by

                2.      the distribution paid with respect to a Limited
                        Partnership Unit for such quarter.

IX.     PROHIBITION AGAINST ASSIGNMENT OR ENCUMBRANCE

        No right, title, interest or benefit hereunder shall ever be liable for
or charged with any of the torts or obligations of a Participant or any person
claiming under a Participant, or be subject to seizure by any creditor of a
Participant or any person claiming under a Participant. No Participant nor any
person claiming under a Participant shall have the power to sell, pledge,
anticipate or dispose of any right, title, interest or benefit hereunder in any
manner until the same shall have been actually distributed free and clear of the
terms of the Plan.




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X.      NATURE OF THE PLAN

        The obligations to distribute cash under the Plan shall be a general,
unsecured obligation of TEPPCO payable solely from the general assets of TEPPCO,
and no Participant shall have any interest in any assets of TEPPCO by virtue of
this Plan. Nothing in this Article X shall be construed to prevent TEPPCO from
implementing or setting aside funds in a grantor trust subject to the claims of
TEPPCO's creditors. The establishment of the Plan, the awarding of Phantom
Units, the crediting of Phantom Units to a Participant's Phantom Unit Account or
the setting aside of any funds shall not be deemed to create a trust. Legal and
equitable title to any funds set aside for the purposes of the Plan, other than
any grantor trust, shall remain in TEPPCO and shall remain subject to the
general creditors of TEPPCO, present and future.

XI.     EMPLOYMENT RELATIONSHIP

        Nothing in the adoption of this Plan nor the awarding of Phantom Units
shall confer on any Participant the right to continued employment by TEPPCO or
affect in any way the right of TEPPCO to terminate a Participant's employment at
any time. Any question as to whether and when there has been a termination of a
Participant's employment and the cause of such termination, shall be determined
by the Committee, and its determination shall be final.

XII.    AMENDMENT AND TERMINATION OF PLAN

        The Board, in it sole discretion, may terminate the Plan at any time
with respect to any Phantom Units which have not been awarded to a Participant.
The Board shall have the right to alter or amend the Plan or any part thereof
from time to time, except that the Board shall not make any alteration or
amendment which would impair the rights of a Participant with respect to the
credit of or redemption of Phantom Units theretofore awarded to him. If not
sooner terminated under the provisions of this Article XII, the Plan shall
terminate when all Phantom Units have been redeemed.

XIII.   SUCCESSORS 

        The provisions of the Plan shall be binding upon TEPPCO and its
successors and upon the Participants and their legal representatives.

XIV.    MISCELLANEOUS

        Wherever applicable, the masculine pronoun as used herein shall be
deemed to mean the feminine, the feminine pronoun the masculine, the singular
the plural and the plural the singular.




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        IN WITNESS WHEREOF, TEPPCO has executed this Plan in its corporate name
and its corporate seal to be hereunto affixed the 5th day of May, 1999.


                                        TEXAS EASTERN PRODUCTS PIPELINE COMPANY

ATTEST:

      /s/  James C. Ruth                By:    /s/  William L. Thacker
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