exhibit10_13.htm


    

      Exhibit
10.13

    

    
 

    AMENDMENT
TO THE

    TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC

    2000
LONG TERM INCENTIVE PLAN

     

    


     

    WHEREAS, Texas Eastern
Products Pipeline Company, LLC (“TEPPCO”) maintains the Texas Eastern Products
Pipeline Company LLC 2000 LONG TERM INCENTIVE 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, any exceptions thereo, 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 any
exceptions thereto, and

     

    WHEREAS, Section VI 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 January 1,
2009:

     

    1.         
   The
second paragraph of Section 4.8 of the Plan is hereby amended in its
entirety, to read as follows:

     

    “If while Awards remain
outstanding under the Plan (a) the Partnership or TEPPCO shall not be the
surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than an entity that was
wholly-owned by the Partnership or TEPPCO immediately prior to such merger,
consolidation or other reorganization), (b) the Partnership or TEPPCO sells,
leases or exchanges or agrees to sell, lease or exchange all or substantially
all of its assets to any other person or entity (other than an entity
wholly-owned by the Partnership or TEPPCO), (c) the Partnership or TEPPCO is to
be dissolved, or (d) the Partnership or TEPPCO is a party to any other corporate
transaction (as defined under Section 424(a) of the Code and applicable
Department of Treasury Regulations) that is not described in clauses (a), (b) or
(c) of this sentence (each such event is referred to herein as a “Corporate
Change”), then (x) except as otherwise provided in an Award Agreement, no later
than ten days after the approval by the Partnership or TEPPCO of such Corporate
Change, the Board, acting in its sole and absolute discretion without the
consent or approval of any Grantee, shall make such adjustments to an Award then
outstanding as the Board deems appropriate to reflect such Corporate Change,
subject to compliance with the requirements of Section 409A of the Code or if
applicable, any exceptions to such provision.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, TEPPCO has
executed this Amendment in its corporate name and its corporate seal to be
hereunto fixed the 15th day of
December, 2008.

     

                                  

                                  

    
    

     

    
      	 	TEXAS
      EASTERN PRODUCTS
	 	PIPELINE
      COMPANY, LLC
	 	 
	 	 
	 	/s/
      Jerry E.
      Thompson              
      
	 	Jerry E.
      Thompson
	 	TPPL CEO
      & President