exhibit10_1.htm


    Exhibit 10.9


      FIRST
AMENDMENT TO THE

      TEXAS
EASTERN PRODUCTS PIPELINE COMPANY

      RETENTION
INCENTIVE COMPENSATION PLAN

       

      


       

      WHEREAS, Texas Eastern
Products Pipeline Company, LLC (“TEPPCO”) maintains the Texas Eastern Products
Pipeline Company Retention Incentive Compensation Plan (the “Plan”);
and

       

      WHEREAS, the Plan has been in
operational compliance with Section 409A and the applicable regulatory guidance
thereunder; and

       

      WHEREAS, TEPPCO has determined
that the Plan should be amended to be in documentary compliance with Section
409A and the applicable regulatory guidance thereunder; and

       

      WHEREAS, the transition rules
of Section 409A provide that TEPPCO has the right to amend the Plan until
December 31, 2008 in order to remain in compliance with Section 409A;
and

       

      WHEREAS, Section XII of the
Plan grants the Board the right to amend the Plan from time to
time.

       

      NOW THEREFORE, BE IT RESOLVED,
that the Plan is hereby amended as set forth below, effective November 3,
2008:

       

      1.           
Section VII of the Plan is hereby amended in its entirety, to read as
follows:

       

      “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 as of the credit date (also called Vesting Date) set
      forth in the Award Agreement or Phantom Unit Award Certificate and
      redemption and payment shall automatically occur within 60 days following
      the date of credit in accordance with such terms and conditions as the
      Committee shall prescribe.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Any
      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 or termination of employment for any reason except termination
      of employment due to death or disability (as defined in Section 409A of
      the Code and applicable regulatory
guidance).

              


      

      


      
        	
                 
      

              	
                C.

              	
                Notwithstanding
      anything to the contrary herein, if the Committee, in its sole discretion,
      determines that the Participant has an unforeseeable emergency as defined
      in Treasury Regulation Section 1.409A-3(i)(3) and meets all the conditions
      as set forth therein, then it shall accelerate the crediting of Phantom
      Units to the Participant’s Phantom Unit Account and redemption and
      payment

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                shall
      occur within 60 days after the occurrence of the unforeseeable
      emergency.  The Committee’s decision as to the determination of
      an unforeseeable emergency under this paragraph shall be
      conclusive.

              


      

      


      
        
          	
                   
      

                	
                  D.

                	
                  The
      cash value of each Phantom Unit will be based on the Market Value of a
      Limited Partnership Unit as of the date of credit (also called Vesting
      Date). The Committee shall establish the necessary procedures for
      redemption of Phantom Units.  Redemption and cash payments under
      this Plan shall be made no later than 60 days following the credit date of
      the Phantom Units. Cash payment shall be made to the Participant; provided
      however, payment upon the death of a Participant shall be made to the
      Participant’s surviving spouse, or if no surviving spouse exists, to his
      or her estate or legal representative.

                
	 	 	 


        

      

      


      
        	
                 
      

              	
                E.

              	
                Specified
      Employee Limitation.  Notwithstanding any provisions in the Plan
      or Award Agreement to the contrary, to the extent that the Participant is
      a “specified employee” (as defined in Section 409A of the Code and
      applicable regulatory guidance), and any stock or units of TEPPCO (or of
      any entity that together with TEPPCO is treated as a single employer under
      Section 414(b) or (c) of the Code), is publicly traded on an established
      securities market or otherwise, no distribution or payment that is subject
      to Section 409A of the Code shall be made hereunder on account of a
      Participant’s “separation from service” (as defined in Section 409A of the
      Code and applicable regulatory guidance) before the date that it the first
      day of the month that occurs six months after the date of the
      Participant’s separation from service (or earlier, the date of death of
      the Participant or any other date permitted under Section 409A of the Code
      and applicable regulatory guidance) Any such payments shall be aggregated
      and paid in a lump sum, without
interest.”

              


      

      


       

      2.           Section
VIII of the Plan is hereby amended in its entirety, to read as
follows:

       

      “VIII. QUARTERLY
DISTRIBUTIONS

      


      
        	
                 
      

              	
                A.

              	
                As
      of each quarterly distribution date, and no later than 60 days after each
      quarterly distribution date, TEPPCO shall pay to each Participant, if he
      or she is then an Eligible Employee and has not had a termination of
      employment, 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 and paid before the distribution record date,
      multiplied by

              


      

       

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


        

        
        

         

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       Distribution Equivalents shall
be treated separately from the rights to other amounts awarded under the Plan
for purposes of designating the time and form of payments under the
Plan.”

      


      


       

      


       

      


       

      IN WITNESS WHEREOF, TEPPCO has
executed this Amendment in its corporate name the 3rd day of November,
2008.

       

      
      

       

      
        	 	TEXAS EASTERN PRODUCTS PIPELINE
      COMPANY, LLC

 ATTEST:

       

      
        	                                      
             	By: /s/  JERRY
      E. THOMPSON	 
	 	       Jerry
      E. Thompson	 
	 	       President
      & Chief Executive Officer	 


      

       

      


       

      


       

      


       


      
        
           


        

        
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