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                                                                   EXHIBIT 10.30


                     TEXAS EASTERN PRODUCTS PIPELINE COMPANY

                  NONEMPLOYEE DIRECTORS UNIT ACCUMULATION PLAN


         Texas Eastern Products Pipeline Company, a Delaware corporation (the
"Company"), hereby establishes, effective April 1, 1999, a Unit Accumulation
Plan (the "Plan"), providing for the automatic deferral of a certain portion of
each Director's annual stipend 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"), shall participate under the Plan
                  ("Participant").

         2.       Fees to be Deferred and Length of Deferral

                  Each Director shall have a portion of his/her annual directors
                  fees paid in the form of TEPPCO Partners phantom LP Units
                  ("Phantom Units"), which shall automatically be deferred until
                  the director terminates his/her services as a Director, or if
                  later, a specified age. Each Director shall be credited with
                  62.5 Phantom Units on the last day of each calendar quarterly
                  period (i.e. March 31, June 30, September 30 and December 31),
                  provided that Participant was a member of the Board of
                  Directors during such quarterly period.

         3.       Time and Method of Election to Defer

                  a.       Each Participant may elect on an election form that
                           has been approved by the Committee to have the
                           amounts deferred under this Plan become payable upon
                           the later of termination as a Director or attainment
                           of a specified age; provided, however, that if the
                           Participant does not file an election, such amounts
                           shall become payable upon termination as a Director.

                  b.       An election to defer distribution until a specified
                           age shall be irrevocable and shall apply to all
                           amounts deferred under this Plan unless revoked by a
                           new Deferral Election Form filed prior to December 31
                           of the year preceding the calendar year in which the
                           Participant ceases to be a Director.

         4.       Phantom Unit Account

                  The Company shall establish a Phantom Unit account ("TEPPCO LP
                  Account") in the name of each Participant, which shall be
                  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 following
                  the last day of each calendar quarterly



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                  period, or the last day of the year that immediately precedes
                  payment of the balance of the TEPPCO LP Account in a lump sum
                  or in an annual installment, whichever day is applicable. The
                  Participant's TEPPCO LP Account shall be increased to reflect
                  the TEPPCO Partners LP Units added on the last day of each
                  calendar quarterly period as set forth in Section 2 of this
                  Plan. The Participant's TEPPCO LP Account shall be adjusted
                  for (i) Distribution Equivalents as determined pursuant to
                  Section 9 of this Plan and (ii) investment gain or loss based
                  upon the performance of the TEPPCO Partners LP Units. The
                  Participant's TEPPCO LP Account shall be decreased to reflect
                  any payment of the balance thereof. TEPPCO LP Accounts shall
                  be maintained by the Company in accordance with such
                  accounting rules and procedures as the Company, in its sole
                  discretion, shall determine.

         5.       Time of Payment

                  The Company shall pay the balance of a Participant's TEPPCO LP
                  Account, in a lump sum, or in five annual installments, with
                  the lump sum payment or the first installment payment, as the
                  case maybe, being made by January 15 of the year next
                  following the later of the year in which the Participant's
                  service as a Director terminates or the Participant attains
                  the elected age on the Deferral Election form. Subsequent
                  installment payments (if any) shall be made by January 15 of
                  subsequent years. All such payments shall be in cash.

         6.       Form of Payment

                  A Participant shall elect to have payment of the balance of
                  the TEPPCO LP 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 TEPPCO LP Account, as
                           adjusted for Phantom Unit 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
                           TEPPCO LP Account, as adjusted for Phantom Unit
                           investment through the last day of the preceding year
                           and for any installment previously paid, divided by
                           the number of installments not yet paid.
                           Participant's TEPPCO LP Account shall continue to be
                           credited with Distribution Equivalents until such
                           time as no balance remains in the account.

                  Notwithstanding the foregoing:

                  a.       If at the close of the year during which the
                           Participant's service as a Director terminates or the
                           year in which the Participant attains the elected age
                           on the Deferral Election form, whichever is later,
                           the aggregate balance of the

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                           Participant's TEPPCO LP Account does not exceed
                           $10,000.00, the aggregate balance of the
                           Participant's TEPPCO LP Account shall be paid to the
                           Participant in a lump sum by January 15 of the next
                           following year; or

                  b.       In the event of the Participant's death, the
                           aggregate balance of the Participant's TEPPCO LP
                           Account shall be paid to the Participant's
                           beneficiary in a lump sum by January 15 of the year
                           next following 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 TEPPCO LP
                  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 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.


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         9.       Distribution Equivalents

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

                  1.       the total number of Phantom Units in Participant's
                           TEPPCO LP Account, multiplied by

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

                  On the date that a quarterly credit of Phantom Units is made
                  to a Participant's TEPPCO LP Account, any monetary balance in
                  such account will be converted to additional Phantom Units in
                  accordance with the provisions of Section 4 of this Plan.

         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 Compensation Committee who is
                  eligible under the Plan shall not participate in any matters
                  or decisions constituting 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:

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

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

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

                  4.       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.


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         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.

         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 TEPPCO LP Account.

         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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